Tingo Inc (TMNA)

[MannyFresh]

merger closing soon

https://ih.advfn.com/stock-market/USOTC/tingo-pk-TMNA/stock-news/89507424/information-statement-merger-or-acquisition-defi

"77.20% of the total voting power of our common stock, approving the Actions. No further vote of our stockholders is required to affect the Actions, which are expected to become effective on or about November 30, 2022."

The actions:

"In connection with the foregoing, and in furtherance of the Merger, we are notifying you of the following additional actions taken by holders of a majority of our voting shares:



· approval of the Merger Agreement and, in particular, the Merger of a wholly-owned subsidiary of MICT incorporated in the British Virgin Islands (“MICT BVI Sub”) with and into a newly-formed subsidiary of Tingo incorporated the British Virgin Islands (“Tingo BVI Sub”) that has been formed for purposes of the Merger and which holds all of the shares of Tingo Mobile Ltd., the Company’s sole operating subsidiary, with MICT BVI Sub surviving the Merger as a wholly-owned subsidiary of MICT, in exchange for Tingo receiving certain securities of MICT as more particularly described herein; and


· approval, on a non-binding advisory basis, of certain Merger-related compensatory arrangements with the Tingo named executive officers (“Executive Merger Compensation”)."

Timing

"Expected Timing. We expect to complete the Merger during the fourth quarter of 2022, and we expect the MICT shareholders to approve the Series A Conversion within approximately thirty days thereafter. During the first quarter of 2023, we expect MICT to submit a change of control application to Nasdaq and to also seek shareholder approval of the Series B Conversion, both of which we expect to be approved in the second quarter of 2023. The Closing of the Merger and the subsequent Conversions are both subject to a number of conditions and uncertainties."