Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 19, 2023 | |
Document Information Line Items | ||
Entity Registrant Name | TINGO GROUP, INC. | |
Trading Symbol | TIO | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 241,952,977 | |
Amendment Flag | false | |
Entity Central Index Key | 0000854800 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Sep. 30, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-35850 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 27-0016420 | |
Entity Address, Address Line One | 28 West Grand Avenue | |
Entity Address, Address Line Two | Suite 3 | |
Entity Address, City or Town | Montvale | |
Entity Address, State or Province | NJ | |
Entity Address, Postal Zip Code | 07645 | |
City Area Code | (201) | |
Local Phone Number | 225-0190 | |
Title of 12(b) Security | Common stock, par value $0.001 per share | |
Security Exchange Name | NASDAQ | |
Entity Interactive Data Current | Yes |
Unaudited Condensed Consolidate
Unaudited Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 53,418 | $ 500,316 |
Trade accounts receivable, net | 359,185 | 11,541 |
Inventories | 143 | |
Related party receivables | 8,953 | 13,491 |
Other current assets | 200,405 | 5,828 |
Total current assets | 622,104 | 531,176 |
Property and equipment, net | 811,287 | 855,125 |
Intangible assets, net | 280,935 | 185,407 |
Goodwill | 211,849 | 101,247 |
Right of use assets under operating lease | 1,132 | 2,260 |
Long-term deposit and other non-current assets | 438 | 514 |
Deferred tax assets | 3,661 | |
Restricted cash escrow | 1,371 | 2,233 |
Micronet Ltd. equity method investment | 45 | 735 |
Total long-term assets | 1,307,057 | 1,151,182 |
Total assets | 1,929,161 | 1,682,358 |
LIABILITIES, TEMPORARY EQUITY AND EQUITY | ||
Short-term loan | 164 | 460 |
Trade accounts payable | 262,530 | 11,092 |
Deposit held on behalf of clients | 498 | 2,528 |
Related party payables | 57,682 | 57,506 |
Current operating lease liability | 690 | 1,215 |
Other current liabilities | 136,229 | 192,594 |
Total current liabilities | 457,793 | 265,395 |
Long-term loan | 377 | |
Long-term operating lease liability | 382 | 905 |
Promissory note | 210,483 | |
Deferred tax liabilities | 105,460 | 89,597 |
Other long-term liability | 640 | |
Accrued severance pay | 46 | 50 |
Total long-term liabilities | 317,011 | 90,929 |
Commitment and Contingencies (Note 11) | ||
Temporary equity | ||
Series B preferred stock subject to redemption: $0.001 par value, 33,687.21 shares authorized and 0 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively. | 553,035 | 553,035 |
Stockholders’ Equity: | ||
Series A preferred stock: $0.001 par value, 2,604.28 shares authorized and 0 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively | 3 | |
Common stock: $0.001 par value, 750,000,000 shares authorized, 236,270,476 and 157,599,882 shares issued and outstanding as of September 30, 2023, and December 31, 2022, respectively | 236 | 158 |
Additional paid-in capital | 949,192 | 889,579 |
Accumulated other comprehensive income (loss) | (518,948) | 4,367 |
Accumulated earnings (deficit) | 170,530 | (123,463) |
Tingo Group, Inc. stockholders’ equity | 601,010 | 770,644 |
Non-controlling interest | 312 | 2,355 |
Total stockholders’ equity | 601,322 | 772,999 |
Total liabilities, temporary equity and stockholders’ equity | 1,929,161 | 1,682,358 |
Related Party | ||
Current assets: | ||
Related party receivables | 8,953 | 13,491 |
LIABILITIES, TEMPORARY EQUITY AND EQUITY | ||
Related party payables | $ 57,682 | $ 57,506 |
Unaudited Condensed Consolida_2
Unaudited Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 750,000,000 | 750,000,000 |
Common stock, shares issued | 236,270,476 | 157,599,882 |
Common stock, shares outstanding | 236,270,476 | 157,599,882 |
Series B preferred stock | ||
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 33,687.21 | 33,687.21 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Series A preferred stock | ||
Preferred stock par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 2,604.28 | 2,604.28 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Unaudited Condensed Consolida_3
Unaudited Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Statement [Abstract] | ||||
Revenues | $ 586,222 | $ 13,757 | $ 2,414,636 | $ 35,278 |
Cost of revenues | 448,336 | 10,563 | 1,543,880 | 28,746 |
Gross profit | 137,886 | 3,194 | 870,756 | 6,532 |
Operating expenses: | ||||
Research and development | 314 | 568 | 1,010 | 1,509 |
Selling and marketing | 726 | 1,321 | 174,933 | 4,873 |
General and administrative | 74,880 | 9,233 | 127,923 | 30,224 |
Amortization of intangible assets | 11,868 | 787 | 35,631 | 2,381 |
Loss from deconsolidation of subsidiaries | 3,333 | |||
Impairment of long-term assets and goodwill | 35,438 | |||
Total operating expenses | 87,788 | 11,909 | 378,268 | 38,987 |
Profit (loss) from operations | 50,098 | (8,715) | 492,488 | (32,455) |
Other income (loss), net | 777 | (303) | 414 | 535 |
Financial income (expenses), net | (13,644) | 371 | (35,021) | (718) |
Profit (loss) before provision for income taxes | 37,231 | (8,647) | 457,881 | (32,638) |
Income tax expenses (benefit) | 16,739 | (701) | 164,434 | (1,782) |
Net profit (loss) after provision for income taxes | 20,492 | (7,946) | 293,447 | (30,856) |
Loss from equity investment | (270) | (186) | (690) | (557) |
Net profit (loss) | 20,222 | (8,132) | 292,757 | (31,413) |
Net loss attributable to non-controlling interests | (523) | (461) | (1,236) | (719) |
Net profit (loss) attributable to Tingo Group, Inc. | $ 20,745 | $ (7,671) | $ 293,993 | $ (30,694) |
Profit (loss) per share attributable to Tingo Group, Inc.: | ||||
Basic profit (loss) per share (in Dollars per share) | $ 0.11 | $ (0.06) | $ 1.69 | $ (0.24) |
Diluted profit (loss) per share (in Dollars per share) | $ 0.04 | $ (0.06) | $ 0.57 | $ (0.24) |
Weighted average common shares outstanding: | ||||
Basic (in Shares) | 196,064,571 | 129,566,207 | 173,913,223 | 126,184,400 |
Diluted (in Shares) | 532,976,627 | 129,566,207 | 510,825,278 | 126,184,400 |
Unaudited Condensed Consolida_4
Unaudited Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Statement of Comprehensive Income [Abstract] | ||||
Net profit (loss) | $ 20,222 | $ (8,132) | $ 292,757 | $ (31,413) |
Other comprehensive income (loss), net of tax: | ||||
Currency translation adjustment | 1,688 | (633) | (523,451) | (68) |
Total comprehensive loss | 21,910 | (8,765) | (230,694) | (31,481) |
Comprehensive loss attributable to non-controlling stockholders | (514) | (448) | (1,372) | (679) |
Comprehensive loss attributable to Tingo Group, Inc. | $ 22,424 | $ (8,317) | $ (229,322) | $ (30,802) |
Unaudited Condensed Consolida_5
Unaudited Condensed Consolidated Statements of Changes in Temporary Equity and Stockholders’ Equity - USD ($) $ in Thousands | Series B preferred stock subject to redemption | Series A Preferred stock | Common Stock | Additional Paid-in Capital | Accumulated Earnings (Deficit) | Accumulated Other Comprehensive Income (Loss) | Non- controlling Interest | Total |
Balance at Dec. 31, 2021 | $ 122 | $ 220,786 | $ (76,394) | $ (414) | $ 3,622 | $ 147,722 | ||
Balance (in Shares) at Dec. 31, 2021 | 122,435,576 | |||||||
Shares issued to service providers and employees | $ 7 | 3,817 | 3,824 | |||||
Shares issued to service providers and employees (in Shares) | 7,130,631 | |||||||
Stock based compensation | 286 | 286 | ||||||
Net profit (loss) | (30,694) | (719) | (31,413) | |||||
Other comprehensive income (loss) | (108) | 40 | (68) | |||||
Balance at Sep. 30, 2022 | $ 129 | 224,889 | (107,088) | (522) | 2,943 | 120,351 | ||
Balance (in Shares) at Sep. 30, 2022 | 129,566,207 | |||||||
Balance at Dec. 31, 2021 | $ 122 | 220,786 | (76,394) | (414) | 3,622 | $ 147,722 | ||
Balance (in Shares) at Dec. 31, 2021 | 122,435,576 | |||||||
Exercising of warrants (in Shares) | ||||||||
Balance at Dec. 31, 2022 | $ 553,035 | $ 3 | $ 158 | 889,579 | (123,463) | 4,367 | 2,355 | $ 772,999 |
Balance (in Shares) at Dec. 31, 2022 | 33,687 | 2,604 | 157,599,882 | |||||
Balance at Jun. 30, 2022 | $ 129 | 224,838 | (99,417) | 124 | 3,391 | 129,065 | ||
Balance (in Shares) at Jun. 30, 2022 | 129,566,207 | |||||||
Stock based compensation | 51 | 51 | ||||||
Net profit (loss) | (7,671) | (461) | (8,132) | |||||
Other comprehensive income (loss) | (646) | 13 | (633) | |||||
Balance at Sep. 30, 2022 | $ 129 | 224,889 | (107,088) | (522) | 2,943 | 120,351 | ||
Balance (in Shares) at Sep. 30, 2022 | 129,566,207 | |||||||
Balance at Dec. 31, 2022 | $ 553,035 | $ 3 | $ 158 | 889,579 | (123,463) | 4,367 | 2,355 | 772,999 |
Balance (in Shares) at Dec. 31, 2022 | 33,687 | 2,604 | 157,599,882 | |||||
Shares issued to service providers and employees | $ 51 | 61,867 | 61,918 | |||||
Shares issued to service providers and employees (in Shares) | 51,196,569 | |||||||
Stock based compensation | 59 | 59 | ||||||
Net profit (loss) | 293,993 | (1,236) | 292,757 | |||||
Repurchase of warrants | (6,548) | (6,548) | ||||||
Exercising of warrants | $ 1 | 4,258 | $ 4,259 | |||||
Exercising of warrants (in Shares) | 1,431,217 | |||||||
Conversion of Series A preferred stock | $ (3) | $ 26 | (23) | |||||
Conversion of Series A preferred stock (in Shares) | (2,604) | 26,042,808 | ||||||
Deconsolidation of subsidiaries | (671) | (671) | ||||||
Other comprehensive income (loss) | (523,315) | (136) | (523,451) | |||||
Balance at Sep. 30, 2023 | $ 553,035 | $ 236 | 949,192 | 170,530 | (518,948) | 312 | 601,322 | |
Balance (in Shares) at Sep. 30, 2023 | 33,687 | 236,270,476 | ||||||
Balance at Jun. 30, 2023 | $ 553,035 | $ 3 | $ 165 | 893,471 | 149,785 | (520,627) | 826 | 523,623 |
Balance (in Shares) at Jun. 30, 2023 | 33,687 | 2,604 | 164,968,599 | |||||
Shares issued to service providers and employees | $ 45 | 54,180 | 54,225 | |||||
Shares issued to service providers and employees (in Shares) | 44,759,069 | |||||||
Stock based compensation | 5 | 5 | ||||||
Net profit (loss) | 20,745 | (523) | 20,222 | |||||
Repurchase of warrants | ||||||||
Exercising of warrants | 1,559 | 1,559 | ||||||
Exercising of warrants (in Shares) | 500,000 | |||||||
Conversion of Series A preferred stock | $ (3) | $ 26 | (23) | |||||
Conversion of Series A preferred stock (in Shares) | (2,604) | 26,042,808 | ||||||
Deconsolidation of subsidiaries | ||||||||
Other comprehensive income (loss) | 1,679 | 9 | 1,688 | |||||
Balance at Sep. 30, 2023 | $ 553,035 | $ 236 | $ 949,192 | $ 170,530 | $ (518,948) | $ 312 | $ 601,322 | |
Balance (in Shares) at Sep. 30, 2023 | 33,687 | 236,270,476 |
Unaudited Condensed Consolida_6
Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net profit (loss) | $ 292,757 | $ (31,413) |
Adjustments to reconcile net profit (loss) to net cash provided by (used in) operating activities: | ||
Impairment of long-term assets | 15,650 | |
Impairment of goodwill | 19,788 | |
Loss from deconsolidation of subsidiaries | 3,333 | |
Loss from equity investment | 690 | 557 |
Depreciation and amortization | 285,012 | 2,581 |
Provision for doubtful accounts | 664 | 1,114 |
Issuance of shares for service providers and employees | 61,918 | 3,825 |
Stock-based compensation | 59 | 286 |
Changes in assets and liabilities: | ||
Deferred taxes, net | (9,435) | (1,741) |
Long-term deposit and other non-current assets | 74 | 316 |
Right of use assets | 1,128 | 210 |
Lease liabilities | (1,048) | (200) |
Due to related party | 45 | 491 |
Accrued interest and exchange rate differences on Short-term loan | (173) | |
Promissory note | 6,486 | |
Trade accounts receivable, net | (157,436) | 7,681 |
Inventories | (143) | |
Other current assets | (193,056) | 549 |
Trade accounts payable | 57,528 | (5,858) |
Deposit held on behalf of client | (2,030) | (1,606) |
Other current liabilities | (67,206) | 2,207 |
Net cash provided by (used in) operating activities | 314,778 | (21,174) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Advances and purchases of property and equipment | (711,680) | (131) |
Acquisition of Tingo Foods (Appendix A) | 56,849 | |
Receipt of loan from related party (Micronet) | 534 | |
Loan to Tingo pursuant to the merger agreement | (3,700) | |
Net cash used in investing activities | (654,831) | (3,297) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Receipts of loan from related party | 31,208 | |
Repayment of short-term loan | (154) | (723) |
Repayment of loan from related party | (9,831) | |
Repurchase of warrants | (6,548) | |
Proceeds from Common shares issued for warrant exercises | 4,260 | |
Net cash provided by (used in) financing activities | 18,935 | (723) |
TRANSLATION ADJUSTMENT ON CASH AND CASH EQUIVALENTS AND RESTRICTED CASH | (126,642) | (99) |
NET CHANGE IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH | (447,760) | (25,293) |
Cash and cash equivalents and restricted cash at beginning of the period | 502,549 | 97,347 |
Cash and cash equivalents and restricted cash at end of the period | 54,789 | 72,054 |
Amount paid during the period for: | ||
Interest | 24 | 5 |
Taxes | $ 174,152 | $ 254 |
Cash and Cash Equivalent and Re
Cash and Cash Equivalent and Restricted Cash Reported within the Statement of Financial Position $ in Thousands | Feb. 09, 2023 USD ($) |
Minimum | |
Cash and cash equivalents at end of the period | $ 53,418 |
Restricted cash at end of the period | 1,371 |
Cash and cash equivalents and restricted cash at end of the period | 54,789 |
Maximum | |
Cash and cash equivalents at end of the period | 69,666 |
Restricted cash at end of the period | 2,388 |
Cash and cash equivalents and restricted cash at end of the period | 72,054 |
Acquisition of Tingo Foods | |
Net working capital | 14,772 |
Property and equipment | (12,235) |
Intangible assets | (147,774) |
Goodwill | (46,246) |
Deferred tax liabilities | 44,332 |
Promissory note | 204,000 |
Net cash provided by acquisition | $ 56,849 |
Description of Business
Description of Business | 9 Months Ended |
Sep. 30, 2023 | |
Description of Business [Abstract] | |
DESCRIPTION OF BUSINESS | NOTE 1 — DESCRIPTION OF BUSINESS Overview Tingo Group, Inc. (“Tingo Group”, the “Company”, “we”, “us”, “our”) was formed as a Delaware corporation on January 31, 2002 under the name Lapis Technologies, Inc. On March 14, 2013, we changed our corporate name to Micronet Enertec Technologies, Inc. On July 13, 2018, following the sale of our former subsidiary, Enertec Systems Ltd., we changed our name to MICT, Inc. On February 27, 2023, following the merger transaction with Tingo Mobile Limited (“Tingo Mobile”), we changed our name to Tingo Group, Inc. Our shares have been listed for trading on The Nasdaq Capital Market (“Nasdaq”) since April 29, 2013 and currently trade under the symbol “TIO”. The Company is a holding company whose principal activities are those of agri-fintech business, food processing, commodity trading and a fintech platform business. In addition, the Company is in the process of reviewing its insurance brokerage platform businesses and stock trading business and evaluating various options through to which realize shareholder value, including potential sale of licensing opportunities, as they are no longer core to the strategy of the group. Such businesses are held through a number of group entities, comprised of either wholly-owned subsidiaries or variable interest entities “VIEs”. The Company’s business changed materially on December 1, 2022, following the completion of the material acquisition of Tingo Mobile. The Company also made a further material acquisition on February 9, 2023, when it acquired Tingo Foods PLC (“Tingo Foods”). The details of the two acquisitions are described below under “ Acquisition of Tingo Mobile” Acquisition of Tingo Foods” Following the completion of the above two acquisitions, and the subsequent launch of a number of new business streams, the Company has established a comprehensive agri and fintech eco-system at the core of its business model, which it continues to develop and expand. As of September 30, 2023, this eco-system, which serves farmers and the agricultural sector from ‘seed-to-sale’, is comprised of Tingo Mobile’s device-as-a-service offering and Nwassa marketplace platform; along with the Tingo Foods food processing business and the Tingo DMCC agricultural produce and food export and commodity trading business. In addition, on September 14, 2023, the Company launched the full version of its TingoPay fintech super-app in partnership with Visa. Tingo Mobile currently leases smartphones to approximately 9.5 million farmers in Nigeria and Ghana through four agricultural cooperatives and trade partners, which includes the umbrella organization for Nigeria’s agricultural industry, the All-Farmers Association of Nigeria (“AFAN”). Tingo Mobile also operates the Nwassa USSD marketplace platform, which is preregistered on its smartphones and sim cards, and also available for other members of agricultural cooperatives and trade partners of Tingo Mobile to use on their own devices. In November 2022, Tingo Mobile signed a trade partnership with AFAN, which included a commitment from them to use best efforts to enroll a minimum of 20 million new customers with Tingo Mobile. As part of the arrangement with AFAN, Tingo Mobile ordered 6 million new smartphones from its supply partner in May 2023, which are scheduled to be delivered to AFAN’s customers in November and December 2023. In December 2022 Tingo Mobile signed a trade agreement with the Kingdom of Ashanti in Ghana, which included a commitment to enroll a minimum of 2 million new customers to Tingo Mobile and the target goal of enrolling more than 4 million new customers overall. We are also now working with the Governments of Malawi and Pakistan to roll out there, as part of our international expansion strategy. Tingo Foods has focused to date on working with third party food processors, to produce and supply a relatively narrow range of products to several large distribution and wholesale businesses, which has created significant demand and offtake for Tingo Mobile’s Cooperatives and their farmers. Tingo Foods is also working with a joint venture construction partner to launch its own state-of-the-art food processing facility in the Delta State of Nigeria. The construction of this facility is in two phases. Our expectation is to complete construction of phase one and commence operations by mid-2024, thereby significantly increasing our processing capacity and allowing us to expand our product range. In December 2022, we launched Tingo DMCC, an agricultural commodity and export business in partnership with the Dubai Multi Commodities Centre (DMCC). As part of the Tingo ecosystem, Tingo DMCC is already becoming a significant source of offtake of raw crops from Tingo Mobile’s Cooperatives and their farmers and is also expected to be a major customer for Tingo Foods in the future as we look to export our finished food products. As of September 30, 2023, all our export trades have been with customers in neighboring countries to Nigeria, we are however working on expanding into markets outside of Africa before the end of the year, with the goal of dollarizing all or the majority of the Company’s earnings and globalizing the business. Following the completion of a lengthy period of testing and further development, we launched TingoPay on September 14, 2023. TingoPay is a Consumer Super App, which as part of a wide range of services, offers digital payments in partnership with Visa. In addition, TingoPay’s partnership with Visa’s enables it to offer businesses a range of merchant services. As of September 30, 2023, TingoPay’s operations were not material to the Company, and hence TingoPay was not a reportable segment (see Note 7). Acquisition of Tingo Mobile Overview Consideration Provided Key Terms of Series A Preferred Stock Key Terms of Series B Preferred Stock On July 5, 2023, the Company entered into a forbearance agreement with TMNA under the terms of which TMNA agreed not to transfer any shares of Series B Preferred Stock, exercise any rights under the redemption provisions of the Series B Preferred Stock described above, or take any other action based on a right arising from or following a Trigger Event, until September 30, 2023. On September 28, 2023, the Company entered into a second forbearance agreement with TMNA under the terms of which TMNA agreed not to transfer any shares of Series B Preferred Stock, exercise any rights under the redemption provisions of the Series B Preferred Stock described above, or take any other action based on a right arising from or following a Trigger Event, until December 31, 2023. Loan to TMNA Acquisition of Tingo Foods On February 9, 2023, the Company and MICT Fintech Ltd., an indirect wholly owned subsidiary of the Company organized under the laws of the British Virgin Islands (“Tingo Group Fintech”) purchased from Dozy Mmobuosi 100% of the ordinary shares of Tingo Foods (the “Acquisition”). Mr. Mmobuosi is the majority shareholder and Chief Executive Officer of TMNA and since September 15, 2023 serves as our Interim Co-Chief Executive Officer. Tingo Foods started its operational business in September 2022, since which time its food processing activities have been conducted through arrangements with third party rice mills, cashew processing plants and other food processing companies, and the finished food products are sold to large food distributor and wholesaler companies. As consideration for the Acquisition, the Company agreed to pay Mr. Mmobuosi, a purchase price equal to the cost value of Tingo Foods’ stock, which will be satisfied by the issuance of a secured promissory note (“Promissory Note”) in the amount of US$204,000 and certain undertakings and obligations of the Company. The Promissory Note is for a term of two years with an interest rate of 5%. MICT Fintech agreed to certain covenants with respect to its ability to incur additional debt or create additional liens. The Acquisition will not result in any new issuance of our Common Stock nor of any instruments convertible into shares of the Company. The parties additionally agreed that Mr. Mmobuosi, as the owner of the real property on which the business of Tingo Foods is located and operates, to finance and complete construction of the building, and for the Company and Tingo Foods to fit out the building and premises, including the installation of mechanized equipment, for the specialized operations of a large food processing facility. Lastly, Mr. Mmobuosi will also provide the Company and Tingo Foods with a long-term lease with respect to the real property. Variable Interest Entities (VIEs) We currently conduct our insurance broker business in China using VIEs. The Company consolidates certain VIEs for which it is the primary beneficiary. VIEs consist of certain operating entities not wholly owned by the Company. The assets and liabilities of the Company’s VIEs prior to intercompany adjustments included in the Company’s unaudited condensed consolidated financial statements as of September 30, 2023, and December 31, 2022 are as follows: September 30, December 31, Current assets: Cash and cash equivalent $ 98 $ 3,690 Trade accounts receivable, net 27 6,823 Related party receivables 1,920 2,001 Other current assets 191 2,278 Total current assets 2,236 14,792 Property and equipment, net 32 176 Intangible assets, net 3 5,712 Long-term deposit and other non-current assets - 48 Right of use assets under operating lease 71 711 Restricted cash escrow 685 1,479 Deferred tax assets - 793 Total long-term assets 791 8,919 Total assets $ 3,027 $ 23,711 Current liabilities: Short-term loan $ - $ 286 Trade accounts payable 7 4,817 Related party payables 4,101 4,002 Current operating lease liability 60 230 Other current liabilities 25 4,515 Total current liabilities 4,193 13,850 Long-term liabilities: Long-term loan - 377 Long-term operating lease liability - 257 Deferred tax liabilities - 224 Total long-term liabilities - 858 Total liabilities $ 4,193 $ 14,708 Net revenues, profit (loss) from operations and net profit (loss) of the VIEs that were included in the Company’s unaudited condensed consolidated financial statements for the three and nine months ended September 30, 2023, and 2022 are as follows: For the For the For the For the September 30, September 30, September 30, September 30, 2023 2022 2023 2022 Net revenues $ 30,285 $ 32,915 $ - $ 13,322 Profit (loss) from operations $ (17 ) $ (1,599 ) $ (312 ) $ 722 Net profit (loss) $ (890 ) $ (996 ) $ (1,173 ) $ 508 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Interim Financial Statements These unaudited interim condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of U.S. Securities and Exchange Commission Regulation S-X. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included (consisting only of normal recurring adjustments except as otherwise discussed). For further information, reference is made to the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 (the “Annual Report”). Operating results for the three and nine months periods ended September 30, 2023, are not necessarily indicative of the results that may be expected for the year ending December 31, 2023. Significant Accounting Policies The significant accounting policies followed in the preparation of these unaudited interim condensed consolidated financial statements are identical to those applied in the preparation of the latest annual financial statements, except for revenue recognition policy presented below. Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements. Use of estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Significant items subject to such estimates and assumptions include, but are not limited to, the initial and recurring valuation of certain assets acquired and liabilities assumed through acquisitions, goodwill and its impairment, allowance for credit losses, impairment of long-lived and intangible assets and contingencies. These estimates are made and evaluated on an on-going basis using information that is currently available as well as various other assumptions believed to be reasonable under the circumstances. Actual results could differ from those estimates. Functional currency and Exchange Rate Income (Loss) The functional currency of our foreign entities is their local currency. For these foreign entities, we translate their financial statements into U.S. dollars using average exchange rates for the period for statements of operations amounts and using end-of-period exchange rates for assets and liabilities. We record these translation adjustments in accumulated other comprehensive income (loss), a separate component of stockholders’ equity, in our consolidated balance sheets. Exchange gains and losses resulting from the conversion of transaction currency to functional currency are charged or credited to other comprehensive income (loss), net of tax. The exchange rate used for conversion balance sheet and statements of operations data from Nigerian Naira (“₦” or “Naira”) and Chinese Renminbi (“RMB”) to USD is presented below: Currency For the USD September 30, USD December 31, Naira 580.23 768.76 448.55 RMB 7.034 7.296 6.8972 During the nine months ended September 30, 2023, the Naira depreciated against the USD significantly. Since the Naira is the functional currency for our major operations the effect of such depreciation was included in the currency translation adjustment as part of accumulated other comprehensive income (loss). Revenue Recognition The Company follows ASC 606 “Revenue from Contracts with Customers” and recognizes revenue when it transfers the control of promised goods or services to customers in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. The Company’s revenues from Tingo Mobile’s comprehensive platform service are recognized upon transfer of control of promised products or services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those products or services. The Company offers customers the ability to lease the phones on one-year terms, and purchase data and calls, as well as use of the NWASSA platform. As part of these contracts, the Company records revenue from the lease on a straight-line basis over the lease term. The Company also records depreciation expense on a straight-line basis over the useful life of the phones, which is estimated by management at three years. The Company exercised judgement in determining the accounting policies related to these transactions, including the following: ● Determination of whether products and services are considered distinct performance obligations that should be accounted for separately versus together, such as phone leases and purchase of data. ● Determination of stand-alone selling prices for each distinct performance obligation and for products and services that are not sold separately. ● The pattern of delivery (i.e., timing of when revenue is recognized) for each distinct performance obligation. ● Estimation of variable consideration when determining the amount of revenue to recognize (i.e., separate items on NWASSA platform). Tingo Foods is a diversified food processing company, which uses domestic inputs purchased from farmers across Nigeria and processes them into finished foods. Since the commencement of its operations in September 2022, the food processing activities of Tingo Foods have been conducted through arrangements with third party rice mills, cashew processing plants and other food processing companies, and the finished food products are sold to large food distributor and wholesaler companies. In 2023, we launched our global commodities trading platform and export business (“Tingo DMCC”) from DMCC, which is regarded as the Free Trade Zone and a major global commodity trading center, to facilitate purchases and export of agricultural commodities from both its existing customer base and new customers. Tingo DMCC exports agricultural produce, including rice, wheat, millet and maize. The Company’s revenues from Tingo Foods and Tingo DMCC are recognized when control over the finished goods transfers to its customers, which generally occurs upon shipment to, or receipt at, customers’ locations, as determined by the specific terms of the contract. These revenue arrangements generally have single performance obligations. The arrangements are free from variable consideration and consideration payable to our customers, including applicable discounts, returns, allowances, trade promotion, unsaleable product, consumer coupon redemption and rebates. Amounts billed and due from our customers are classified as receivables and require payment on a short-term basis; therefore, the Company does not have any significant financing components. The Company records revenues from Tingo Foods when control is transferred to the customer upon delivery of the goods. Tingo Foods and Tingo DMCC recognizes revenue on a gross basis because the Company controls the products before they are transferred to the customers. The revenue is recognized in the financial statement in the amount of the agreed upon consideration. The Company’s revenues from the insurance segment are generated from providing insurance brokerage services or insurance agency services on behalf of insurance carriers. Our performance obligation to the insurance carrier is satisfied and commission revenue is recognized at a point in time when an insurance policy becomes effective. The Company provides customers with information regarding services and commission charge from the customers on a monthly basis. Performance obligation is satisfied at a point in time when the requested information is delivered to the customer. In accordance with ASC 606-10-55, Revenue Recognition: Principal Agent Considerations, the Company reports revenue on a gross or net basis based on management’s assessment of whether the Company acts as a principal or agent in the transaction. To the extent the Company acts as the principal, revenue is reported on a gross basis. To the extent the Company acts as the agent, revenue is reported on a net basis. The determination of whether the Company act as a principal or an agent in a transaction is based on an evaluation of whether the Company controls the good or service prior to transfer to the customer. The Company reports its insurance revenue net of amounts due to the insurance companies as the Company is not the primary obligor in the relevant arrangements, the Company does not finalize the pricing, and does not bear any risk related to the insurance policies. The Company’s revenues from the online stock trading platform are generated from stock trading commission income. Commission revenue is recognized at a point in time when transfer of control occurs. Trade execution performance obligation generally occurs on the trade date because that is when the underlying financial instrument (for a purchase or for a sale) is identified, and the pricing is agreed upon. |
Tingo Mobile Transaction
Tingo Mobile Transaction | 9 Months Ended |
Sep. 30, 2023 | |
Tingo Mobile Limited Transaction [Abstract] | |
TINGO MOBILE TRANSACTION | NOTE 3 — Tingo Mobile, Purchase Price Allocation The table set forth below summarizes the estimates of the fair value of assets acquired and liabilities assumed and resulting goodwill. During the measurement period, which is up to one year from the acquisition date, we may adjust provisional amounts that were recognized at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date. In addition, the following table summarizes the allocation of the preliminary purchase price as of the acquisition date: Total Merger consideration (1) $ 1,215,241 Total purchase consideration $ 1,215,241 Less: Net working capital $ 170,327 Property and equipment 760,661 Intangible – farmer cooperative 24,893 Intangible – trade names and trademarks 54,576 Intangible – software 90,030 Deferred tax liability (2) (50,849 ) $ 1,049,638 Goodwill (3) $ 165,603 (1) The $1,215,241 value of the Merger consideration transferred was determined in accordance with ASC 820 and ASC 805. ASC 820 requires that fair value to maximize objective evidence and be determined using assumptions that a market participant would use, and when level 1 inputs exist, it should be used unless determined to be not representative. That would have meant using the unadjusted Tingo Group quoted price at the time of completion of the Transaction. The Company is of the opinion however, that the market value per share price as quoted on Nasdaq is not representative of the fair value and should not be used to determine the merger consideration. Using market value per share of Tingo Group would have led to a significant bargain purchase gain and an internal rate of return that was not reasonable as well as other valuation anomalies that it created. Hence, and in accordance with ASC 805-30-30-5, the Company reassessed the determination of the consideration transferred and determined that the use of the quoted price of Tingo, Inc’s share price on the OTC at market close is more appropriate in determining the consideration fair value. (2) Represents the income tax effect of the difference between the accounting and income tax bases of the identified intangible assets, using an assumed statutory income tax rate of 30%. (3) The goodwill is not deductible for tax purposes. Tingo Group’s net revenues and net profit are presented as if the acquisition date of Tingo Mobile had occurred at the beginning of the previous comparable period. For the For the For the For the September 30, September 30, September 30, September 30, 2023 2022 2023 2022 Revenues $ 2,414,636 $ 852,721 $ 586,222 $ 305,458 Net profit attributable to Tingo Group, Inc $ 293,993 $ 166,341 $ 20,745 $ 51,851 |
Tingo Foods PLC Purchase Price
Tingo Foods PLC Purchase Price Allocation | 9 Months Ended |
Sep. 30, 2023 | |
Tingo Foods PLC Purchase Price Allocation [Abstract] | |
Tingo Foods PLC Purchase Price Allocation | Note 4 — Tingo Foods PLC Purchase Price Allocation The table set forth below summarizes the estimates of the fair value of assets acquired and liabilities assumed and resulting goodwill. In addition, the following table summarizes the allocation of the preliminary purchase price as of the acquisition date. The amounts are provisional and will be adjusted during the measurement period, and additional assets or liabilities may be recognized to reflect new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the amounts recognized as of that date. Total Merger consideration (1) $ 204,000 Total purchase consideration $ 204,000 Less: Net working capital $ 42,077 Property and equipment 12,235 Intangible – Customer Relationships 125,677 Intangible – trade names and trade marks 22,097 Deferred tax liability (2) (44,332 ) $ 157,754 Goodwill (3) $ 46,246 (1) The $204,000 value of the Merger Consideration transferred as the Promissory Note. The Promissory Note is for a term of two years with an interest rate of 5% per annum. The interest rate on the Promissory Note is reasonably reflective of a market-participant rate. MICT Fintech agreed to certain covenants in connection with the Promissory Note, including with regard to its ability to incur additional debt or create additional liens. The Acquisition will not result in any new issuance of shares of Common Stock, nor of any instruments convertible into shares of Common Stock. (2) Represents the income tax effect of the difference between the accounting and income tax bases of the identified intangible assets, using an assumed statutory income tax rate of 30%. (3) The goodwill is not deductible for tax purposes. Tingo Group’s net revenues and net profit are presented as if the acquisition date of Tingo Foods had occurred at the beginning of the previous comparable period. For the For the For the For the September 30, September 30, September 30, September 30, 2023 2022 2023 2022 Revenues $ 2,446,570 $ 150,424 $ 586,222 $ 128,903 Net profit attributable to Tingo Group, Inc $ 296,371 $ (22,035 ) $ 20,745 $ 988 The revenues and net profit of Tingo Foods since the acquisition date included in the unaudited condensed consolidated statements of operations for the reporting period are $1,164,444 and $148,766, respectively. |
Exit of All Weather
Exit of All Weather | 9 Months Ended |
Sep. 30, 2023 | |
Exit of All Weather [Abstract] | |
Exit of All Weather | Note 5 — Exit of All Weather On July 1, 2021, we entered into a transaction through Tianjin Bokefa Technology Co., Ltd. (“Bokefa”), with the shareholders of All Weather Insurance Agency Co., Ltd. (the “All Weather”), a local Chinese entity with business and operations in the insurance brokerage business. Pursuant to the transaction, we granted loans to All Weather’s shareholders through a framework loan (the “AW Framework Loan”) in the amount of up to RMB 30,000 (approximately $4,700) which is designated, if exercised, to be used as a working capital loan for All Weather. As of December 31, 2021, RMB 30,000 (approximately $4,700) was drawn down from the AW Framework Loan for working capital. In consideration for the AW Framework Loan, the parties entered into various additional agreements as more fully described in our Annual Report. Through these series of agreement, we determined that we are the primary beneficiary, and consolidated All Weather. During the second quarter of 2023, the Company’s management decided to focus its operations on recent acquisitions of Tingo Mobile and Tingo Foods. That decision led to abandon our interests in All Weather. As part of the decision, the Company demanded the full repayment of the loan granted to All Weather’s shareholders. As of the decision date, the Company is no longer consolidating All Weather. The Company recorded a loss from deconsolidation of All Weather of $3,333 in the consolidated statements of operations. |
Stockholders_ Equity
Stockholders’ Equity | 9 Months Ended |
Sep. 30, 2023 | |
Stockholders’ Equity [Abstract] | |
Stockholders’ Equity | Note 6 — Stockholders’ Equity A. Common Stock: Common Stock confers upon its holders the rights to receive notice to participate and vote in general meetings of the Company, and the right to receive dividends if declared. On August 30, 2023 the Company’s board approved a quarterly dividend. The first dividend payment is subject to the receipt of formal approval from the Central Bank of Nigeria of its application to convert Naira into U.S. Dollar, which is expected soon. Until such time that the Company has sufficiently dollarized its business, any future dividends may also be subject to foreign exchange approval by the Central Bank of Nigeria. Holders of common stock are entitled to ratably receive dividends if and when declared from time to time by our board of directors out of funds legally available for that purpose. Under Delaware law, we can only pay dividends either out of “surplus” or out of the current or the immediately preceding year’s net profits. Surplus is defined as the excess, if any, at any given time, of the total assets of a corporation over its total liabilities and statutory capital. B. Series A Preferred Stock: As part of the consideration paid by the Company to TMNA at the closing of the Merger on December 1, 2022, the Company issued 2,604.28 shares of Series A Preferred Stock which are convertible into 26,042,808 shares of Common Stock equal to approximately 20.1% of the total issued and outstanding Common Stock immediately prior to closing of the Merger. The Company held a special meeting of stockholders on June 7, 2023, during which shareholder approval was received for the conversion of the Series A Preferred Stock into 26,042,808 shares of Common Stock, which the Company issued on July 27, 2023. C. Temporary equity: As part of the consideration paid by the Company to TMNA at the closing of the Merger on December 1, 2022, the Company issued 33,687.21 shares of Series B Preferred Stock which are convertible into 336,872,138 shares of Common Stock equal to approximately 35% of the total issued and outstanding Company common stock immediately prior to the closing date of the Merger. The shares of Series B Preferred Stock will be convertible into Common Stock upon approval by Nasdaq of the change of control of the Company and upon the approval of the Company’s stockholders. The Company’s certificate of designation for the Series B Preferred Stock provides that if such shareholder or Nasdaq approval is not obtained by June 30, 2023 (a “Trigger Event”), the holders of a majority of the then outstanding shares of Series B Preferred Stock will have the right, but not the obligation, to reduce the “Stated Value” (such term is defined in the certificate of designation as $29,684.85 per share) per share of Series B Preferred Stock in exchange for membership interests of a subsidiary of the Company and, on the date that is 90 days following such Trigger Event, the Company shall redeem all of the Series B Preferred Stock for the Stated Value (subject to any such reduction ). As the redemption provisions to redeem the Series B Preferred Stock in cash is outside the control of the Company and contingent upon the approval of stockholders or Nasdaq approval of the change in control application of the Company, they are required to be presented outside of stockholders’ equity and therefore were presented as temporary equity on the face of the consolidated balance sheets. On July 5, 2023, the Company entered into a forbearance agreement with TMNA under the terms of which TMNA agreed not to transfer any shares of Series B Preferred Stock, exercise any rights under the redemption provisions of the Series B Preferred Stock described above, or take any other action based on a right arising from or following a Trigger Event, until September 30, 2023. On September 28, 2023, the Company entered into a second forbearance agreement with TMNA under the terms of which TMNA agreed not to transfer any shares of Series B Preferred Stock, exercise any rights under the redemption provisions of the Series B Preferred Stock described above, or take any other action based on a right arising from or following a Trigger Event, until December 31, 2023. D. Stock Option Plan: 2012 Plan. 2020 Plan. 2023 Plan. The following table summarizes information about stock options outstanding and exercisable as of September 30, 2023: Options Outstanding Options Exercisable Number Weighted Number Exercise Years $ 125,000 8 125,000 1.41 340,000 8 340,000 1.81 50,000 9.75 50,000 1.33 95,000 8 63,333 2.49 610,000 578,333 For the For the Number of Options Weighted Number of Options Weighted Options outstanding at the beginning of period: 590,000 $ 1.83 1,558,000 $ 1.74 Changes during the period: Granted 50,000 $ 1.33 — $ — Exercised — $ — — $ — Forfeited (30,000 ) $ 1.81 (968,000 ) $ 1.68 Options outstanding at the end of the period 610,000 $ 1.79 590,000 $ 1.83 Options exercisable at the end of the period 578,333 $ 1.79 434,167 $ 1.74 The Company is required to assume a dividend yield as an input in the Black-Scholes model. The dividend yield assumption is based on the Company’s historical experience and expectation of future dividends payouts and may be subject to change in the future. The Company uses historical volatility in accordance with FASB ASC Topic 718, “Compensation - stock compensation”. The computation of volatility uses historical volatility derived from the Company’s exchange-traded shares. The risk-free interest assumption is the implied yield currently available on U.S. Treasury zero-coupon bonds, issued with a remaining term equal to the expected life term of the Company’s options. Pre-vesting rates forfeitures were zero based on pre-vesting forfeiture experience. The fair value of each option granted is estimated on the date of grant, using the Black-Scholes option-pricing model with the following weighted average assumptions: dividend yield of 0% for all years; expected volatility: as of September 30, 2023 and December 31, 2022-87.2%-100.4%; risk-free interest rate: as of September 30, 2023 and December 31, 2022-0.99%-1.64%; and expected life: as of September 30, 2023 and December 31, 2022 -6.5-10 years. The Company uses the simplified method to compute the expected option term for options granted. Compensation expenses in respect of our stock option plans were recorded by the Company in line “General and administrative” expenses in the statements of operations. E. Outstanding warrants: The Company has warrants outstanding as follows: Warrants Average Remaining Balance, December 31, 2022 62,863,879 $ 2.854 4.25 Granted - $ - - Repurchase (25,981,836 ) $ 0.25 - Exercised (1,515,386 ) $ 3.31 - Balance, September 30, 2023 35,366,657 $ 2.84 3 On February 2, 2023, the Company entered into settlement and repurchase agreements (the “Repurchase Agreements”) with certain holders of the outstanding warrants over its Common Stock (“Warrant Holders”). The warrants being repurchased were originally issued by the Company between November 2020 and March 2021 pursuant to three offerings of Common Stock and warrants. The exercise prices of the warrants were $3.12 in the first offering and $2.80 in the subsequent two offerings, with various expiration dates falling between August 16, 2024, and August 16, 2026. The repurchase resulted in the surrender and cancellation of the warrants held by each Warrant Holder. Pursuant to the Repurchase Agreements, the Company paid $0.15 per share in April 2023 and $0.10 per share on May 1, 2023, at an aggregate amount of $6,548. F. Issuance of Shares: Compensation expenses in respect of shares issued to service providers and employees were recorded by the Company in line “General and administrative” expenses in the statements of operations. On February 5, 2023, the Company granted 1,309,500 shares of Common Stock of the Company to Cushman Holdings Limited, an unrelated third party, as a success fee relating to the completion of the acquisition of Tingo Mobile. On February 5, 2023, the Company granted 750,000 shares of Common Stock to an unrelated third party, relating to the purchase by GFH Intermediate Holdings Limited of certain software, technology and intellectual property from the beneficial owner of Data Insight Holdings Limited. On February 5, 2023, the Company granted 100,000 shares of Common Stock to China Strategic Investments Limited as an ex-gratia payment for the provision of corporate finance services. On February 5, 2023, the Company granted 720,000 shares of Common Stock to certain directors and employees. The shares were issued pursuant to the 2020 Incentive Plan and 2012 Incentive Plan. On February 5, 2023, the Company’s Board unanimously approved a grant of 3,200,000 fully vested shares of Common Stock to Mr. Darren Mercer in recognition of the completion of the Merger. The size of the award took into account the improved terms for the Company that were negotiated in October 2022, and also the value Mr. Mercer delivered to the growth of the Company. On March 6, 2023, the Company granted 48,000 shares of Common Stock to Corprominence LLC as part of the payment for their services. On May 12, 2023, the Company granted 60,000 shares of Common Stock to certain employees. The shares were issued pursuant to the 2020 Incentive Plan and 2012 Incentive Plan. On May 12, 2023, the Company granted 250,000 shares of Common Stock to China Strategic Investments Limited as an ex-gratia payment for the provision of corporate finance services. On June 23, 2023, the Company issued 65,831 shares of Common Stock to WARBERG WF IX LP as part of the exercise of warrants. On July 27, 2023, the Company issued 26,042,808 shares of Common Stock, pursuant to the conversion of 2,604.28 shares of Series A Preferred Stock under the terms of the Series A Preferred Stock Certificate of Designation (the “Series A Preferred Stock Certificate of Designation”). The Company held a special meeting of stockholders on June 7, 2023, during which shareholder approval was received for such conversion. On July 27, 2023, the Company issued 13,167,641 shares of Common Stock which are held in escrow with the Supreme Court of the State of New York pursuant to the Order. On July 19, 2023, the Company filed a motion to vacate the Order. If the motion to vacate is granted and no judgment has been entered against the Company, the Order Shares will be returned to the Company (for further information see Note 11). On July 31, 2023, the Company issued 1,000,000 shares of Common Stock as a payment to Hadron Group for financial services. On August 1, 2023, the Company granted 40,000 shares of Common Stock of the Company to certain employees as part of their employment agreement. On September 22, 2023, the Company granted 19,900,000 shares of Common Stock to certain of its directors, an officer, and various consultants pursuant to the 2023 Incentive Plan described above. On September 22, 2023, the Company granted 5,000,000 shares of Common Stock to Darren Mercer, its former Chief Executive Officer, in connection with a Separation Agreement entered into between the Company and Mr. Mercer. On September 27, 2023, the Company issued an aggregate 6,151,428 unregistered shares of its common stock to various individuals and institutions on a private basis. The shares were issued principally in connection with the exercise of warrants previously issued by the Company, in addition to fees and other obligations paid by the Company in shares. On October 13,2023, the Company issued 5,682,501 shares of Common Stock which are held in escrow with the Supreme Court of the State of New York pursuant to the Order (for further information see Note 11). |
Segments
Segments | 9 Months Ended |
Sep. 30, 2023 | |
Segments [Abstrsct] | |
SEGMENTS | NOTE 7 — SEGMENTS ASC 280, “Segment Reporting”, establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organizational structure as well as information about geographical areas, operating segments and major customers in financial statements for detailing the Company’s operating segments. Operating segments are based upon our internal organization structure, the manner in which our operations are managed and the availability of separate financial information. As a result of our acquisition of GFHI on July 1, 2020, and Tingo Mobile on December 1, 2022, we currently serve the marketplace, through our operating subsidiaries, as a financial technology company (Fintech Industry) targeting the African, Middle Eastern and South East Asia marketplaces as well as other areas of the world. During the period between June 23, 2020 and May 9, 2021, we have held a controlling interest in Micronet Ltd. (“Micronet”), and we have presented our mobile resource management (“MRM”) business operated by Micronet as a separate operating segment. As of May 9, 2021, the Company’s ownership interest was diluted and, as a result, we deconsolidated Micronet. As of September 30, 2023, the Company has five segments. This change came with the acquisition of Tingo Foods on February 9, 2023 and following the recent launch of TingoPay. The Company changed its reporting structure to better reflect what the chief operating decision maker (“CODM”) is reviewing to make organizational decisions and resource allocations. Following the loss of control over Micronet, MRM is no longer a separate operating segment or reportable segment since the CODM does not review discrete financial information for the business. The Company adjusted the information as of September 30, 2023, to align with this presentation and recasted previous periods to align with the current presentation. Consumer Super App segment, represented by TingoPay does not meet all of the quantitative thresholds and its operations are immaterial, so it is not considered as reportable segments as of September 30, 2023, and hence we have five reportable segments. The Company will reassess its reportable segments whenever a change in its operations and organizational structure occurs. The activities of each of our five reportable segments from which the Company earns revenues, records equity earnings or losses and incurs expenses are described below: ● Verticals and Technology segment develops insurance platform for the Chinese market and have been generating revenues from insurance products in China. ● Comprehensive Platform Service segment develops Nwassa agri-fintech marketplace platform, which enables customers in Nigeria to trade agricultural produce with customers, as well as to purchase farming inputs, to recharge airtime and data, to pay bills and utilities, to arrange insurance and to procure finance. ● Online Stock Trading segment develops technology investment trading platform that is currently operational in Hong Kong and Singapore. ● Food Processing segment, which purchases crops and raw foods, before processing them into finished food products through arrangements with third party rice mills, cashew processing plants, and other food processing companies, to be sold to large food distributor and wholesaler companies (Tingo Foods was purchased by the Company in February 2023). ● Export and Commodity Trading, where both agricultural commodities and processed foods are exported and traded on a global basis through Tingo DMCC, which operates DMCC. The following table summarizes the financial performance of our operating segments: For the nine months ended September 30, 2023 (USD in thousands) Verticals Online Corporate Comprehensive Export and Food Consolidated Revenues from external customers $ 34,222 $ 48 $ - $ 548,044 $ 667,878 $ 1,164,444 $ 2,414,636 Segment operating Income (loss) (42,454 ) (5,773 ) (76,451 ) 240,793 133,575 242,798 492,488 Other income (loss), net 285 (9 ) - 138 - - 414 Financial income (expenses), net 84 (832 ) (3,426 ) (29,718 ) - (1,129 ) (35,021 ) Consolidated profit before provision for income taxes $ 457,881 (1) Includes: (1) $1,806 impairment of intangible assets from Guangxi Zhongtong Insurance Agency Co., Ltd, (2) $7,777 impairment of intangible assets from GFHI transaction (3) $4,814 impairment of intangible assets from Beijing Fucheng Lianbao Technology Co. (4) $19,788 impairment of goodwill derived from GFHI acquisition. (5) $3,333 loss from All Weather’s deconsolidation (6) $1,578 of intangible assets amortization. (2) Corporate and others segment represents those results that: (i) are not specifically attributable to a reportable segment; (ii) are not individually reportable or (iii) have not been allocated to a reportable segment for the purpose of evaluating their performance, including certain general and administrative expense items. (3) Includes $21,449 of intangible assets amortization, derived from the Tingo Mobile acquisition. (4) Includes $1,253 impairment of intangible assets from Magpie. (5) Includes $12,314 of intangible assets amortization, derived from the Tingo Foods acquisition. For the three months ended September 30, 2023 (USD in thousands) Verticals Online Corporate Comprehensive Export and Food Consolidated Revenues from external customers $ 501 $ 20 $ - $ 85,028 $ 319,881 $ 180,792 $ 586,222 Segment operating Income (loss) (1,400 ) (1,258 ) (61,707 ) 11,504 63,976 38,983 50,098 Other income (loss), net 777 - - - - - 777 Financial income (expenses), net 3 (393 ) (1,338 ) (11,942 ) - 26 (13,644 ) Consolidated profit before provision for income taxes $ 37,231 (1) Includes $6,961 of intangible assets amortization, derived from the Tingo Mobile acquisition. (2) Corporate and others segment represents those results that: (i) are not specifically attributable to a reportable segment; (ii) are not individually reportable or (iii) have not been allocated to a reportable segment for the purpose of evaluating their performance, including certain general and administrative expense items. (3) Includes $4,617 of intangible assets amortization, derived from the Tingo Foods acquisition. For the nine months ended September 30, 2022 (USD in thousands) Verticals Online Corporate Comprehensive Export and Food Consolidated Revenues from external customers $ 35,232 $ 46 $ - $ - $ - $ - $ 35,278 Segment operating loss (8,597 ) (8,121 ) (15,737 ) - - - (32,455 ) Other income (loss), net 360 156 19 - - - 535 Financial income (expenses), net 624 (1,043 ) (299 ) - - - (718 ) Consolidated loss before provision for income taxes $ (32,638 ) (1) Includes $2,199 of intangible assets amortization, derived from GFHI acquisition. (2) Corporate and others segment represents those results that: (i) are not specifically attributable to a reportable segment; (ii) are not individually reportable or (iii) have not been allocated to a reportable segment for the purpose of evaluating their performance, including certain general and administrative expense items. For the three months ended September 30, 2022 (USD in thousands) Verticals Online Corporate Comprehensive Export and Food Consolidated Revenues from external customers $ 13,749 $ 8 $ - $ - $ - $ - $ 13,757 Segment operating loss (2,507 ) (2,083 ) (4,125 ) - - - (8,715 ) Other income, net (447 ) 105 39 - - - (303 ) Financial income (expenses), net 371 - - - - - 371 Consolidated loss before provision for income taxes $ (8,647 ) (1) Includes $733 of intangible assets amortization, derived from the GFHI Acquisition. (2) Corporate and others segment represents those results that: (i) are not specifically attributable to a reportable segment; (ii) are not individually reportable or (iii) have not been allocated to a reportable segment for the purpose of evaluating their performance, including certain general and administrative expense items. The following table summarizes the financial statements of our balance sheet accounts of the segments: As of September 30, 2023 (USD in thousands) Verticals Online Comprehensive Food Corporate Export and Consolidated Assets related to segments $ 15,783 $ 5,094 $ 1,156,625 $ 395,574 $ 5 ,873 $ 350,212 $ 1,929,161 Liabilities and redeemable Series B Preferred Stock related to segments (8,507 ) (1,430 ) (699,252 ) (106,958 ) (226,783 ) (284,909 ) (1,327,839 ) Total equity $ 601,322 (1) Includes $145,280 of intangible assets and $165,603 goodwill, derived from Tingo Mobile acquisition. Includes $43,605 of deferred tax liability, derived from the Tingo Mobile acquisition and $553,035 redeemable Series B Preferred Stock. (2) Includes $135,459 of intangible assets and $46,246 goodwill, derived from the Tingo Foods acquisition. Includes $40,638 of deferred tax liability, derived from the Tingo Foods acquisition. The following table summarizes the financial statements of our balance sheet accounts of the segments: As of December 31, 2022 (USD in thousands) Verticals Online Comprehensive Corporate Consolidated Assets related to segments $ 40,831 $ 21,077 $ 1,541,093 $ 79,357 $ 1,682,358 Liabilities and Series B Preferred Stock related to segments (18,406 ) (3,911 ) (877,353 ) (9,689 ) (909,359 ) Total equity $ 772,999 (1) Includes $17,009 of intangible assets and $19,788 goodwill, derived from the GFHI Acquisition. Includes $3,125 of deferred tax liability, derived from GFHI, All Weather and Zhongtong acquisitions. (2) Includes $1,226 of intangible assets. (3) Includes $167,143 of intangible assets and $81,459 goodwill, derived from the Tingo Mobile acquisition. Includes $50,143 of deferred tax liability, derived from the Tingo Mobile acquisition and $553,035 redeemable Series B Preferred Stock. |
Trade Accounts Receivable, Net
Trade Accounts Receivable, Net | 9 Months Ended |
Sep. 30, 2023 | |
Trade Accounts Receivable, Net [Abstract] | |
TRADE ACCOUNTS RECEIVABLE, NET | NOTE 8 — TRADE ACCOUNTS RECEIVABLE, NET For the nine months ended September 30, 2023, and the fiscal year ended December 31, 2022, accounts receivable were comprised of the following: September 30, December 31, (USD in thousands) 2023 2022 Trade accounts receivable $ 362,346 $ 14,553 Allowance for doubtful accounts (3,161 ) (3,012 ) $ 359,185 $ 11,541 Movement of allowance for doubtful accounts for the nine months ended September 30, 2023 and the fiscal year ended December 31, 2022 are as follows: (USD in thousands) September 30, December 31, Beginning balance $ 3,012 $ 2,606 Provision 1,630 618 Recovery (966 ) - Exchange rate fluctuation (515 ) (212 ) $ 3,161 $ 3,012 |
Other Current Assets
Other Current Assets | 9 Months Ended |
Sep. 30, 2023 | |
Other Current Assets [Abstract] | |
OTHER CURRENT ASSETS | NOTE 9 — OTHER CURRENT ASSETS September 30, December 31, 2023 2022 Prepaid expenses $ 156 $ 1,019 Advance to suppliers 193,186 2,821 Deposit 273 287 Other receivables 6,790 1,701 $ 200,405 $ 5,828 |
Related Parties
Related Parties | 9 Months Ended |
Sep. 30, 2023 | |
Related Parties [Abstract] | |
RELATED PARTIES | NOTE 10 — RELATED PARTIES Current assets – related party receivables September 30, December 31, (USD in thousands) 2023 2022 Shareholders and other related parties of All Weather $ - $ 4,603 Beijing Fucheng Lianbao Technology Co. - 267 Loan to Tingo Inc.(1) 8,219 8,099 Beijing Fucheng Prospect Technology Co., Ltd. 346 - Shareholders and other related parties of Guangxi Zhongtong 388 522 $ 8,953 $ 13,491 (1) Tingo’s loan- as discussed in Note 1. Current liabilities – related parties payables September 30, December 31, (USD in thousands) 2023 2022 Beijing Century Tianyuan Business Management Co., LTD $ 174 $ 308 Beijing Global Credit Financial Analysis Technology Co., LTD 658 - Beijing Internet New Network Technology Development Co. LTD 465 - Shareholders and other related parties of All Weather 204 659 Shareholders and other related parties of Tingo Group Holdings 1,948 - Shareholders of Tingo Mobile 54,233 56,539 $ 57,682 $ 57,506 Agreements with Directors and Officers On September 15, 2023, the Company and Darren Mercer, its former CEO, entered into a Separation Agreement (“Separation Agreement”), pursuant to which they agreed to end their employment relationship. The Separation Agreement requires the Company to make a cash payment of $2,000,000 in two payments and 5,000,000 shares of common stock of the Company. The obligations of the Company under the Separation Agreement were guaranteed by Agri-Fintech Holdings, Inc., the Company’s largest stockholder (“TMNA”), and Dozy Mmobuosi, the controlling beneficial owner of TMNA and the current co-Chief Executive Officer of the Company. Expense in respect of the Separation Agreement was recorded by the Company in line “General and administrative” expenses in the statements of operations. |
Commitment and Contingencies
Commitment and Contingencies | 9 Months Ended |
Sep. 30, 2023 | |
Commitment and Contingencies [Abstract] | |
COMMITMENT AND CONTINGENCIES | NOTE 11 — COMMITMENT AND CONTINGENCIES We have certain fixed contractual obligations and commitments that include future estimated payments. Changes in our business needs, cancellation provisions, and other factors may result in actual payments differing from the estimates. The following tables summarize our contractual obligations as of September 30, 2023, and the effect these obligations are expected to have on our liquidity and cash flows in future periods. (USD in thousands) Total Less than 1-3 year 3-5 year 5+ year Contractual Obligation: Office leases commitment $ 1,126 $ 250 $ 835 $ 41 $ - Short-term debt obligations Commitment $ 164 $ 164 $ - $ - $ - Services Contract Commitment $ 1,272 $ 205 $ 811 $ 256 $ - Total $ 2,562 $ 619 $ 1,646 $ 297 $ - Legal Proceedings The Company is subject to litigation arising from time to time in the ordinary course of its business. On April 18, 2023, Altium Growth Fund, L.P., Alto Opportunity Master Fund, SPC – Segregated Master Portfolio B, Empery Asset Master Ltd., Empery Tax Efficient, L.P., and Empery Tax Efficient III, L.P. (collectively “Investors”) filed a Motion for Summary Judgment in Lieu of Complaint (“Motion”) against the Company in the Supreme Court of the State of New York, requesting that the Court order the Company to purchase certain warrants from the Investors at the Black Scholes Value of $13,426. The Investors hold various warrants (“Warrants”) issued pursuant to securities purchase agreements (“SPAs”) that the Company is to purchase at their Black Scholes Value upon the Investors’ demand after a “Fundamental Transaction” (as defined in the Warrants). According to the Investors, the Merger described herein constituted a Fundamental Transaction. The Company initially was of the view that the Merger was not a Fundamental Transaction. However, upon further reflection, the Company concluded that the Investors were correct, and filed a response agreeing that a Fundamental Transaction had occurred, that the Investors were entitled to the Black Scholes Value of their Warrants and requested that the court enter an order directing the Company to pay the Investors accordingly. The day after the Company filed its response, the Investors claimed to rescind their demand for the Black Scholes Value of their Warrants, pursuant to a provision in the SPAs that they say entitles them to do so. After the Investors purported to rescind their demand for the Black Scholes Value of their Warrants and attempted to unilaterally withdraw their Motion, the Investors sought to exercise certain of the Warrants. The Company rejected Investors’ exercise notices and filed a counterclaim alleging that Investors did not have the right to exercise the Warrants. Investors then filed an amended complaint seeking declaratory relief and unspecified “millions” in damages plus attorney’s fees, based on the Company’s alleged failure to honor their exercise of certain of their Warrants. In accordance with an order of attachment issued by the Court, the Company has deposited 13,167,641 shares with the court to serve as security for any judgment plaintiffs may obtain in the action and has attempted to deposit an additional 5,682,501 shares. Investors seek in excess of $17,000 in alleged damages. Liability has not been determined at this juncture. The Company recognized an expense in amount of $16,591 in line “General and administrative” expenses in the statements of operations related to the issuance of the shares in July because management believe that the Group has incurred a probable material loss by reason of any of this matter. On June 8, 2023, two putative class action complaints were filed in the United States District Court for the District of New Jersey against the Company, Dozy Mmobuosi, Darren Mercer, and Kevin Chen (“New Jersey Class Actions”). The first complaint was filed by Christopher Arbour, individually and on behalf of a class of “persons or entities that purchased or otherwise acquired Tingo securities between March 31, 2023, and June 6, 2023.” The second was filed the same day by Mark Bloedor, individually and on behalf of a class of “all investors who purchased or otherwise acquired Common Stock between December 1, 2022, and June 6, 2023.” Both complaints are based entirely on the allegations in the Hindenburg short seller report issued on June 6, 2023, following which the Company’s stock price declined by nearly 50 percent. Relying solely on the allegations in the Hindenburg report, both complaints allege defendants violated Section 10(b) of the Securities Exchange Act of 1934, as amended (the “Securities Exchange Act”) and Rule 10b-5 promulgated thereunder, and the individual defendants violated Section 20A of the Securities Exchange Act. The Company and individual defendants intend to vigorously defend against the inaccurate allegations claimed within the actions. On September 28, 2023, Al Rago filed a derivative shareholder complaint on behalf of the Company against Darren Mercer, Hao Chen, Dozy Mmobuosi, Robert Benton, John Brown, Kenneth Denos, John McMillan Scott, Sir David Trippier. Like the New Jersey Class Actions, the derivative lawsuit stems from the allegations made within the Hindenburg short seller report and allegedly “seeks to remedy wrongdoing committed by Tingo’s directors and officers from December 1, 2022 through June 6, 2023…” The complaint alleges the individual defendants violated Section 14(a) of the Securities Exchange Act and Rule 14a-9 promulgated thereunder, among other allegations. The lawsuit is in its infancy with the majority of the Defendants not having been served. The defendants intend to vigorously defend against the inaccurate allegations claimed with the action. |
Operating Leases
Operating Leases | 9 Months Ended |
Sep. 30, 2023 | |
Operating Leases [Abstract] | |
OPERATING LEASES | NOTE 12 — OPERATING LEASES The Company follows ASC No. 842, Leases. The Company has operating leases for its office facilities. The Company’s leases have remaining terms of approximately 4 years. Leases with an initial term of 12 months or less are not recorded on the balance sheet; the Company recognizes lease expense for these leases on a straight-line basis over the lease term. The Company does not separate non-lease components from the lease components to which they relate, and instead accounts for each separate lease and non-lease component associated with that lease component as a single lease component for all underlying asset classes. Lessee The following table provides a summary of leases by balance sheet location: Assets/liabilities September 30, December 31, (USD in thousands) 2023 2022 Assets Right-of-use assets $ 1,132 $ 2,260 Liabilities Lease liabilities- current portion $ 690 $ 1,215 Lease liabilities- long term 382 905 Total Lease liabilities $ 1,072 $ 2,120 The operating lease expenses were as follows: For the nine months ended For the three months ended 2023 2022 2023 2022 Operating lease cost $ 1,166 $ 1,203 $ 210 $ 530 Maturities of operating lease liabilities were as follows: (USD in thousands) Year ended 2023* $ 250 2024 556 2025 260 2026 19 2027 15 Thereafter 26 Total lease payment 1,126 Less: imputed interest (54 ) Total lease liabilities $ 1,072 * Not include operating leases with a term less than one year. Lease term and discount rate September 30, Weighted-average remaining lease term (years) – operating leases 1.89 Weighted average discount rate – operating leases 5.70 % Lessor The Company leases mobile phones that classified as operating leases. The following table summarizes the components of operating lease revenue recognized during the three and nine months ended September 30, 2023: For the nine months ended For the three months ended Lease revenue 2023 2023 Fixed contractual payments $ 284,570 $ 68,220 Future fixed contractual lease payments to be received under non-cancelable operating leases in effect as of September 30, 2023, assuming no new or renegotiated leases or option extensions on lease agreements are executed, are as follows (dollars in thousands): Years Ending December 31, Future 2023 $ 95,559 2024 157,454 2025 - 2026 - 2027 - Thereafter - |
Provision for Income Taxes
Provision for Income Taxes | 9 Months Ended |
Sep. 30, 2023 | |
Provision for Income Taxes [Abstract] | |
PROVISION FOR INCOME TAXES | NOTE 13 — PROVISION FOR INCOME TAXES A. Basis of Taxation United States: On December 22, 2017, the U.S. Tax Cuts and Jobs Act, or the Act, was enacted, which significantly changed U.S. tax laws. The Act lowered the tax rate of the Company. The statutory federal income tax rate was 21% in 2020 and in the three months ended September 30, 2023, and 2022. As of September 30, 2023, the operating loss carry forward were $138,484, among which there was $5,115 expiring from 2025 through 2037, and the remaining $133,369 has no expiration date. Israel: The Company’s Israeli subsidiaries and associated are governed by the tax laws of the state of Israel which had a general tax rate of 23% in the three months ended September 30, 2023, and 2022. As of September 30, 2023, the operating loss carry forward was $9,821, which does not have an expiration date. Mainland China: The Company’s Chinese subsidiaries in China are subject to the PRC Corporate Income Tax Law (“CIT Law”) and are taxed at the statutory income tax rate of 25%. As of September 30, 2023, the operating loss carry forward was $17,310, which will expire from 2023 through 2027. Hong Kong: Our subsidiaries incorporated in Hong Kong, such as Magpie Securities Limited, BI Intermediate Limited, are subject to Hong Kong profit tax on their profits arising from their business operations carried out in Hong Kong. Hong Kong profits tax for a corporation from the year of assessment 2018/2019 onwards is generally 8.25% on assessable profits up to HK$2,000; and 16.5% on any part of assessable profits over HK$2,000. Under the Hong Kong Inland Revenue Ordinance, profits that we derive from sources outside of Hong Kong are generally not subject to Hong Kong profits tax. As of September 30, 2023, the tax loss carry forward was $19,454 for Magpie Securities Limited, and the operating loss carry forward was $7,869 for BI Intermediate Limited. Tax losses can be carried forward indefinitely until utilized. Singapore: Our subsidiaries incorporated in Singapore are subject to an income tax rate of 17% for taxable income earned in Singapore. Singapore does not impose a withholding tax on dividends for resident companies. In 2022, we did not incur any income tax as there was no estimated assessable profit that was subject to Singapore income tax. As of September 30, 2023, the operating loss carry forward was $1,239. Subject to qualifying conditions, trade losses can be carried forward indefinitely while unutilized donations can be carried forward for up to 5 years of assessment. Australia: Our subsidiaries incorporated in Australia are subject to an income tax rate of 25% for taxable income earned in Australia. Australia does not impose a withholding tax on dividends for resident companies. In 2022, we did not incur any income tax as there was no estimated assessable profit that was subject to Australia income tax. As of September 30, 2023, the operating loss carry forward was $154. Nigeria: The Company’s Nigerian subsidiaries Tingo Mobile and Tingo Foods is governed by the tax laws of the Federal Republic of Nigeria which had a corporate tax rate of 30%. As of September 30, 2023, the operating loss carry forward were nil Dubai: The Company operates from the Dubai Multi Commodity Centre. Tingo DMCC is subject to a corporate tax rate of 0% under specific circumstances and conditions. B. Profit (Loss) Before Income Taxes For the For the 2023 2022 2023 2022 Domestic $ (78,253 ) $ (13,055 ) $ (62,532 ) $ (3,204 ) Foreign 536,134 (19,583 ) 99,763 (5,443 ) Total $ 457,881 $ (32,638 ) $ 37,231 $ (8,647 ) C. Provision for (Benefit of) Income Taxes For the For the 2023 2022 2023 2022 Current Domestic $ 124 $ 248 $ - $ - Foreign 177,405 - 20,298 - Total $ 177,529 $ 248 $ 20,298 $ - Deferred Domestic $ - $ - $ - $ - Foreign (13,095 ) (2,030 ) (3,559 ) (701 ) Total $ (13,095 ) $ (2,030 ) $ (3,559 ) $ (701 ) Total Income tax expenses (benefit) $ 164,434 $ (1,782 ) $ 16,739 $ (701 ) D. Deferred Tax Assets and Liabilities Deferred tax reflects the net tax effects of temporary differences between the carrying amounts of assets or liabilities for financial reporting purposes and the amounts used for income tax purposes. As of September 30, 2023, and December 31, 2022, the Company’s deferred taxes were in respect of the following: September 30, December 31, (USD in thousands) 2023 2022 Deferred tax assets Provisions for employee rights and other temporary differences $ 27 $ 234 Provisions for bad debt 847 753 Net operating loss carry forward 40,348 21,839 Valuation allowance (41,222 ) (19,165 ) Deferred tax assets, net of valuation allowance - 3,661 Deferred tax liabilities Recognition of intangible assets arising from business combinations (105,460 ) (89,597 ) Deferred tax assets (liabilities), net $ (105,460 ) $ (85,936 ) |
Impairment of Intangible Assets
Impairment of Intangible Assets | 9 Months Ended |
Sep. 30, 2023 | |
Impairment of Intangible Assets [Abstract] | |
IMPAIRMENT OF INTANGIBLE ASSETS | NOTE 14 — IMPAIRMENT OF INTANGIBLE ASSETS During the second quarter of 2023, the Company’s management decided to forsake its involvement with All Weather and as a result, the Company is no longer consolidating Also, on July 12, 2023, the Company made a business decision to close its online stock trading business in Hong Kong and Singapore having considered the level of losses being incurred, the ongoing challenges in the market sector, and the fact that the business is no longer core to the Company’s strategy following the acquisitions of Tingo Mobile and Tingo Foods. The Company will however continue to explore opportunities to monetize the proprietary online stock trading technology and products it has developed. Continuing losses associated with the use of a long-lived assets were considered triggering events requiring interim impairment assessments to be performed relative to the intangible assets that had been recorded as part of these acquisitions in accordance with ASC 360-10 and ASC 350-10 which require the viewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company’s evaluation of recoverability is performed at the lowest level of assets group to which identifiable cash flows are largely independent of the cash flows of another asset group. Recoverability of the asset group (the Verticals and Technology segment and the Online Stock Trading segment) is measured by a comparison of the aggregate undiscounted future cash flows the asset group is expected to generate to the carrying amounts of the asset group. If such evaluation indicates that the carrying amount of the asset group is not recoverable, an impairment loss is calculated based on the excess of the carrying amount of the asset group over its fair value. The intangible assets that are subject to impairment testing were recorded as part of the intangible assets segments and included indefinite-lived and finite-lived trade name/ trademarks, licenses and finite-lived developed technology and customer relationships. As a result of the interim impairment assessments, we recognized impairment charges for the excess of the book value over the fair value of those intangible assets in amount of $14,397 pre-tax ($11,924 after tax) to write-down these intangible assets to their respective fair values close to $ nil nil This testing involves estimates and significant judgments by management. The Company believes its estimates and assumptions used in the valuations are reasonable and appropriate to those that would be used by other market participants; however, additional adverse changes in key assumptions and actual unanticipated events and circumstances could differ substantially from those used in the valuation, and to the extent such factors result in a failure to achieve the projected cash flows used to estimate fair value, additional impairment charges could be required in the future. The intangible assets related to the Verticals and Technology segment and the Online Stock Trading segment have been impaired and written down to nil, on the basis that certain of the operations have been ceased and the Company has not seen any recovery in the insurance business operations that are continuing. With regard to the intangible assets relating to the other segments, notwithstanding the testing the Company has undertaken, the Company cannot guarantee that it will not experience asset impairments in the future. |
Goodwill
Goodwill | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill [Abstract] | |
GOODWILL | NOTE 15 — GOODWILL For the nine months ended September 30, 2023 (USD in thousands) Verticals Food Comprehensive Corporate Online Consolidated Balance as of January 1, 2023 $ 19,788 $ - $ 81,459 $ - $ - $ 101,247 Acquisitions in 2023 - 46,246 - - - 46,246 Impairment loss (19,788 ) - - - - (19,788 ) Adjustments to purchase price allocations - - 84,144 - - 84,144 Balance as of September 30, 2023 $ - $ 46,246 $ 165,603 $ - $ - $ 211,849 For the year ended December 31, 2022 (USD in thousands) Verticals Food Comprehensive Corporate Online Consolidated Balance as of January 1, 2022 $ 19,788 $ - $ - $ - $ - $ 19,788 Impairment loss - - - - - - Acquisitions in 2022 - - 81,459 - - 81,459 Balance as of December 31, 2022 $ 19,788 $ - $ 81,459 $ - $ - $ 101,247 ASC 350-20 “Intangibles-Goodwill and Other” requires to test goodwill (after its allocation to the company’s reporting units) for impairment at least annually, or more frequently if events or changes in circumstances indicate that goodwill may be impaired. As a result of the circumstances described in Note 14 the company decided to perform impairment test for the reporting unit to which the goodwill belongs (the Verticals and Technology segment) as of September 30, 2023. The goodwill impairment test is performed according to the following principles: 1. An initial qualitative assessment may be performed to determine whether it is more likely than not that the fair value of the reporting unit is less than it is carrying amount. 2. If the Company concludes it is more likely than not (more than 50 percent likelihood) that the fair value of the reporting unit is less than it is carrying amount, a quantitative fair value test is performed. An impairment loss is recognized to the extent that the carrying amount of a reporting unit exceeds its fair value, but not exceeding the total amount of goodwill allocated to that reporting unit. The Company carried out a qualitative assessment which included various factors such as macroeconomic conditions, industry and market considerations, cost factors, overall financial performance, earnings multiples, gross margin and cash flows from operating activities and other relevant factors. The circumstances mentioned above led management to believe that it is more likely than not that the fair value of the reporting unit is less than its carrying value. As a result, the fair value had to be determined as part of the quantitative assessment. The fair value of the reporting unit was estimated in accordance with ASC 820, “Fair Value Measurements”. The Company applies assumptions that marketplace participants would consider in determining the fair value of its reporting unit. The process of evaluating the potential impairment of goodwill is subjective and requires significant judgment. Significant estimates used in the fair value methodologies include estimates of future cash flows, future short-term and long-term growth rates, and weighted average cost of capital. As a result of this testing, and the decision to dispose of the Company’s interest in the All Weather insurance business in the Verticals and Technology segment, the Company recorded an $19,788 pre-tax non-cash impairment charge related to goodwill for the nine months period ended September 30, 2023, representing a full impairment charge for its goodwill balance. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 16 — SUBSEQUENT EVENTS On October 2, 2023, the Company appointed C. Derek Campbell as an independent member of its Board of Directors. On October 2, 2023, the Board of Directors appointed Amir Ayalon as the Company’s Chief Financial Officer. Mr. Ayalon succeeds Kevin Chen, who will remain with the Company as its Chief Financial Officer for its Asia-Pacific operations. Effective October 1, 2023, the Company entered into a 2-year Consulting Agreement with Mr. Ayalon. The Agreement provides for base compensation of $500,000 per annum, together with bonuses of up to the amount of his base compensation as then in effect, as well as equity incentives of not less than $2.5 million per annum. If Mr. Ayalon’s consultancy is terminated without cause, he will be entitled to a termination fee equal to his annual base compensation then in effect, together with any accrued but unpaid bonus. On November 11, 2023, Amir Ayalon notified us of his decision to resign as our Chief Financial Officer, effective immediately, for personal reasons. In connection with the resignation of Mr. Ayalon, Kenneth Denos and Dozy Mmobuosi, our interim co-Chief Executive Officers were appointed as our interim co-Principal Financial and Accounting Officers, effective November 13, 2023. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
Interim Financial Statements | Interim Financial Statements These unaudited interim condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of U.S. Securities and Exchange Commission Regulation S-X. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included (consisting only of normal recurring adjustments except as otherwise discussed). For further information, reference is made to the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 (the “Annual Report”). Operating results for the three and nine months periods ended September 30, 2023, are not necessarily indicative of the results that may be expected for the year ending December 31, 2023. |
Significant Accounting Policies | Significant Accounting Policies The significant accounting policies followed in the preparation of these unaudited interim condensed consolidated financial statements are identical to those applied in the preparation of the latest annual financial statements, except for revenue recognition policy presented below. |
Recent Accounting Standards | Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements. |
Use of estimates | Use of estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Significant items subject to such estimates and assumptions include, but are not limited to, the initial and recurring valuation of certain assets acquired and liabilities assumed through acquisitions, goodwill and its impairment, allowance for credit losses, impairment of long-lived and intangible assets and contingencies. These estimates are made and evaluated on an on-going basis using information that is currently available as well as various other assumptions believed to be reasonable under the circumstances. Actual results could differ from those estimates. |
Functional currency and Exchange Rate Income (Loss) | Functional currency and Exchange Rate Income (Loss) The functional currency of our foreign entities is their local currency. For these foreign entities, we translate their financial statements into U.S. dollars using average exchange rates for the period for statements of operations amounts and using end-of-period exchange rates for assets and liabilities. We record these translation adjustments in accumulated other comprehensive income (loss), a separate component of stockholders’ equity, in our consolidated balance sheets. Exchange gains and losses resulting from the conversion of transaction currency to functional currency are charged or credited to other comprehensive income (loss), net of tax. The exchange rate used for conversion balance sheet and statements of operations data from Nigerian Naira (“₦” or “Naira”) and Chinese Renminbi (“RMB”) to USD is presented below: Currency For the USD September 30, USD December 31, Naira 580.23 768.76 448.55 RMB 7.034 7.296 6.8972 |
Revenue Recognition | Revenue Recognition The Company follows ASC 606 “Revenue from Contracts with Customers” and recognizes revenue when it transfers the control of promised goods or services to customers in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. The Company’s revenues from Tingo Mobile’s comprehensive platform service are recognized upon transfer of control of promised products or services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those products or services. The Company offers customers the ability to lease the phones on one-year terms, and purchase data and calls, as well as use of the NWASSA platform. As part of these contracts, the Company records revenue from the lease on a straight-line basis over the lease term. The Company also records depreciation expense on a straight-line basis over the useful life of the phones, which is estimated by management at three years. The Company exercised judgement in determining the accounting policies related to these transactions, including the following: ● Determination of whether products and services are considered distinct performance obligations that should be accounted for separately versus together, such as phone leases and purchase of data. ● Determination of stand-alone selling prices for each distinct performance obligation and for products and services that are not sold separately. ● The pattern of delivery (i.e., timing of when revenue is recognized) for each distinct performance obligation. ● Estimation of variable consideration when determining the amount of revenue to recognize (i.e., separate items on NWASSA platform). Tingo Foods is a diversified food processing company, which uses domestic inputs purchased from farmers across Nigeria and processes them into finished foods. Since the commencement of its operations in September 2022, the food processing activities of Tingo Foods have been conducted through arrangements with third party rice mills, cashew processing plants and other food processing companies, and the finished food products are sold to large food distributor and wholesaler companies. In 2023, we launched our global commodities trading platform and export business (“Tingo DMCC”) from DMCC, which is regarded as the Free Trade Zone and a major global commodity trading center, to facilitate purchases and export of agricultural commodities from both its existing customer base and new customers. Tingo DMCC exports agricultural produce, including rice, wheat, millet and maize. The Company’s revenues from Tingo Foods and Tingo DMCC are recognized when control over the finished goods transfers to its customers, which generally occurs upon shipment to, or receipt at, customers’ locations, as determined by the specific terms of the contract. These revenue arrangements generally have single performance obligations. The arrangements are free from variable consideration and consideration payable to our customers, including applicable discounts, returns, allowances, trade promotion, unsaleable product, consumer coupon redemption and rebates. Amounts billed and due from our customers are classified as receivables and require payment on a short-term basis; therefore, the Company does not have any significant financing components. The Company records revenues from Tingo Foods when control is transferred to the customer upon delivery of the goods. Tingo Foods and Tingo DMCC recognizes revenue on a gross basis because the Company controls the products before they are transferred to the customers. The revenue is recognized in the financial statement in the amount of the agreed upon consideration. The Company’s revenues from the insurance segment are generated from providing insurance brokerage services or insurance agency services on behalf of insurance carriers. Our performance obligation to the insurance carrier is satisfied and commission revenue is recognized at a point in time when an insurance policy becomes effective. The Company provides customers with information regarding services and commission charge from the customers on a monthly basis. Performance obligation is satisfied at a point in time when the requested information is delivered to the customer. In accordance with ASC 606-10-55, Revenue Recognition: Principal Agent Considerations, the Company reports revenue on a gross or net basis based on management’s assessment of whether the Company acts as a principal or agent in the transaction. To the extent the Company acts as the principal, revenue is reported on a gross basis. To the extent the Company acts as the agent, revenue is reported on a net basis. The determination of whether the Company act as a principal or an agent in a transaction is based on an evaluation of whether the Company controls the good or service prior to transfer to the customer. The Company reports its insurance revenue net of amounts due to the insurance companies as the Company is not the primary obligor in the relevant arrangements, the Company does not finalize the pricing, and does not bear any risk related to the insurance policies. The Company’s revenues from the online stock trading platform are generated from stock trading commission income. Commission revenue is recognized at a point in time when transfer of control occurs. Trade execution performance obligation generally occurs on the trade date because that is when the underlying financial instrument (for a purchase or for a sale) is identified, and the pricing is agreed upon. |
Description of Business (Tables
Description of Business (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Description of Business [Abstract] | |
Schedule of Assets and Liabilities | The assets and liabilities of the Company’s VIEs prior to intercompany adjustments included in the Company’s unaudited condensed consolidated financial statements as of September 30, 2023, and December 31, 2022 are as follows: September 30, December 31, Current assets: Cash and cash equivalent $ 98 $ 3,690 Trade accounts receivable, net 27 6,823 Related party receivables 1,920 2,001 Other current assets 191 2,278 Total current assets 2,236 14,792 Property and equipment, net 32 176 Intangible assets, net 3 5,712 Long-term deposit and other non-current assets - 48 Right of use assets under operating lease 71 711 Restricted cash escrow 685 1,479 Deferred tax assets - 793 Total long-term assets 791 8,919 Total assets $ 3,027 $ 23,711 Current liabilities: Short-term loan $ - $ 286 Trade accounts payable 7 4,817 Related party payables 4,101 4,002 Current operating lease liability 60 230 Other current liabilities 25 4,515 Total current liabilities 4,193 13,850 Long-term liabilities: Long-term loan - 377 Long-term operating lease liability - 257 Deferred tax liabilities - 224 Total long-term liabilities - 858 Total liabilities $ 4,193 $ 14,708 |
Schedule of Net Revenues, Loss from Operations and Net Loss | Net revenues, profit (loss) from operations and net profit (loss) of the VIEs that were included in the Company’s unaudited condensed consolidated financial statements for the three and nine months ended September 30, 2023, and 2022 are as follows: For the For the For the For the September 30, September 30, September 30, September 30, 2023 2022 2023 2022 Net revenues $ 30,285 $ 32,915 $ - $ 13,322 Profit (loss) from operations $ (17 ) $ (1,599 ) $ (312 ) $ 722 Net profit (loss) $ (890 ) $ (996 ) $ (1,173 ) $ 508 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
Schedule of Exchange Rate Conversion | The exchange rate used for conversion balance sheet and statements of operations data from Nigerian Naira (“₦” or “Naira”) and Chinese Renminbi (“RMB”) to USD is presented below: Currency For the USD September 30, USD December 31, Naira 580.23 768.76 448.55 RMB 7.034 7.296 6.8972 |
Tingo Mobile Transaction (Table
Tingo Mobile Transaction (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Tingo Mobile Limited Transaction [Abstract] | |
Schedule of Allocation of the Preliminary Purchase Price as of the Acquisition Date | In addition, the following table summarizes the allocation of the preliminary purchase price as of the acquisition date: Total Merger consideration (1) $ 1,215,241 Total purchase consideration $ 1,215,241 Less: Net working capital $ 170,327 Property and equipment 760,661 Intangible – farmer cooperative 24,893 Intangible – trade names and trademarks 54,576 Intangible – software 90,030 Deferred tax liability (2) (50,849 ) $ 1,049,638 Goodwill (3) $ 165,603 (1) The $1,215,241 value of the Merger consideration transferred was determined in accordance with ASC 820 and ASC 805. ASC 820 requires that fair value to maximize objective evidence and be determined using assumptions that a market participant would use, and when level 1 inputs exist, it should be used unless determined to be not representative. That would have meant using the unadjusted Tingo Group quoted price at the time of completion of the Transaction. The Company is of the opinion however, that the market value per share price as quoted on Nasdaq is not representative of the fair value and should not be used to determine the merger consideration. Using market value per share of Tingo Group would have led to a significant bargain purchase gain and an internal rate of return that was not reasonable as well as other valuation anomalies that it created. Hence, and in accordance with ASC 805-30-30-5, the Company reassessed the determination of the consideration transferred and determined that the use of the quoted price of Tingo, Inc’s share price on the OTC at market close is more appropriate in determining the consideration fair value. (2) Represents the income tax effect of the difference between the accounting and income tax bases of the identified intangible assets, using an assumed statutory income tax rate of 30%. (3) The goodwill is not deductible for tax purposes. |
Schedule of Net Revenues and Net Profit | Tingo Group’s net revenues and net profit are presented as if the acquisition date of Tingo Mobile had occurred at the beginning of the previous comparable period. For the For the For the For the September 30, September 30, September 30, September 30, 2023 2022 2023 2022 Revenues $ 2,414,636 $ 852,721 $ 586,222 $ 305,458 Net profit attributable to Tingo Group, Inc $ 293,993 $ 166,341 $ 20,745 $ 51,851 |
Tingo Foods PLC Purchase Pric_2
Tingo Foods PLC Purchase Price Allocation (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Tingo Foods PLC Purchase Price Allocation [Abstract] | |
Schedule of Summarizes the Estimates of the Fair Value of Assets | The table set forth below summarizes the estimates of the fair value of assets acquired and liabilities assumed and resulting goodwill. In addition, the following table summarizes the allocation of the preliminary purchase price as of the acquisition date. The amounts are provisional and will be adjusted during the measurement period, and additional assets or liabilities may be recognized to reflect new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the amounts recognized as of that date. Total Merger consideration (1) $ 204,000 Total purchase consideration $ 204,000 Less: Net working capital $ 42,077 Property and equipment 12,235 Intangible – Customer Relationships 125,677 Intangible – trade names and trade marks 22,097 Deferred tax liability (2) (44,332 ) $ 157,754 Goodwill (3) $ 46,246 (1) The $204,000 value of the Merger Consideration transferred as the Promissory Note. The Promissory Note is for a term of two years with an interest rate of 5% per annum. The interest rate on the Promissory Note is reasonably reflective of a market-participant rate. MICT Fintech agreed to certain covenants in connection with the Promissory Note, including with regard to its ability to incur additional debt or create additional liens. The Acquisition will not result in any new issuance of shares of Common Stock, nor of any instruments convertible into shares of Common Stock. (2) Represents the income tax effect of the difference between the accounting and income tax bases of the identified intangible assets, using an assumed statutory income tax rate of 30%. (3) The goodwill is not deductible for tax purposes. |
Schedule of Revenues and Net Profit | Tingo Group’s net revenues and net profit are presented as if the acquisition date of Tingo Foods had occurred at the beginning of the previous comparable period. For the For the For the For the September 30, September 30, September 30, September 30, 2023 2022 2023 2022 Revenues $ 2,446,570 $ 150,424 $ 586,222 $ 128,903 Net profit attributable to Tingo Group, Inc $ 296,371 $ (22,035 ) $ 20,745 $ 988 |
Stockholders_ Equity (Tables)
Stockholders’ Equity (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Stockholders’ Equity [Abstract] | |
Schedule of Stock Options Outstanding and Exercisable | The following table summarizes information about stock options outstanding and exercisable as of September 30, 2023: Options Outstanding Options Exercisable Number Weighted Number Exercise Years $ 125,000 8 125,000 1.41 340,000 8 340,000 1.81 50,000 9.75 50,000 1.33 95,000 8 63,333 2.49 610,000 578,333 |
Schedule of Stock Option Plan | For the For the Number of Options Weighted Number of Options Weighted Options outstanding at the beginning of period: 590,000 $ 1.83 1,558,000 $ 1.74 Changes during the period: Granted 50,000 $ 1.33 — $ — Exercised — $ — — $ — Forfeited (30,000 ) $ 1.81 (968,000 ) $ 1.68 Options outstanding at the end of the period 610,000 $ 1.79 590,000 $ 1.83 Options exercisable at the end of the period 578,333 $ 1.79 434,167 $ 1.74 |
Schedule of Warrants Outstanding | The Company has warrants outstanding as follows: Warrants Average Remaining Balance, December 31, 2022 62,863,879 $ 2.854 4.25 Granted - $ - - Repurchase (25,981,836 ) $ 0.25 - Exercised (1,515,386 ) $ 3.31 - Balance, September 30, 2023 35,366,657 $ 2.84 3 |
Segments (Tables)
Segments (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Segments [Abstract] | |
Schedule of Financial Performance of Our Operating Segments | The following table summarizes the financial performance of our operating segments: For the nine months ended September 30, 2023 (USD in thousands) Verticals Online Corporate Comprehensive Export and Food Consolidated Revenues from external customers $ 34,222 $ 48 $ - $ 548,044 $ 667,878 $ 1,164,444 $ 2,414,636 Segment operating Income (loss) (42,454 ) (5,773 ) (76,451 ) 240,793 133,575 242,798 492,488 Other income (loss), net 285 (9 ) - 138 - - 414 Financial income (expenses), net 84 (832 ) (3,426 ) (29,718 ) - (1,129 ) (35,021 ) Consolidated profit before provision for income taxes $ 457,881 (1) Includes: (1) $1,806 impairment of intangible assets from Guangxi Zhongtong Insurance Agency Co., Ltd, (2) $7,777 impairment of intangible assets from GFHI transaction (3) $4,814 impairment of intangible assets from Beijing Fucheng Lianbao Technology Co. (4) $19,788 impairment of goodwill derived from GFHI acquisition. (5) $3,333 loss from All Weather’s deconsolidation (6) $1,578 of intangible assets amortization. (2) Corporate and others segment represents those results that: (i) are not specifically attributable to a reportable segment; (ii) are not individually reportable or (iii) have not been allocated to a reportable segment for the purpose of evaluating their performance, including certain general and administrative expense items. (3) Includes $21,449 of intangible assets amortization, derived from the Tingo Mobile acquisition. (4) Includes $1,253 impairment of intangible assets from Magpie. (5) Includes $12,314 of intangible assets amortization, derived from the Tingo Foods acquisition. For the three months ended September 30, 2023 (USD in thousands) Verticals Online Corporate Comprehensive Export and Food Consolidated Revenues from external customers $ 501 $ 20 $ - $ 85,028 $ 319,881 $ 180,792 $ 586,222 Segment operating Income (loss) (1,400 ) (1,258 ) (61,707 ) 11,504 63,976 38,983 50,098 Other income (loss), net 777 - - - - - 777 Financial income (expenses), net 3 (393 ) (1,338 ) (11,942 ) - 26 (13,644 ) Consolidated profit before provision for income taxes $ 37,231 (1) Includes $6,961 of intangible assets amortization, derived from the Tingo Mobile acquisition. (2) Corporate and others segment represents those results that: (i) are not specifically attributable to a reportable segment; (ii) are not individually reportable or (iii) have not been allocated to a reportable segment for the purpose of evaluating their performance, including certain general and administrative expense items. (3) Includes $4,617 of intangible assets amortization, derived from the Tingo Foods acquisition. For the nine months ended September 30, 2022 (USD in thousands) Verticals Online Corporate Comprehensive Export and Food Consolidated Revenues from external customers $ 35,232 $ 46 $ - $ - $ - $ - $ 35,278 Segment operating loss (8,597 ) (8,121 ) (15,737 ) - - - (32,455 ) Other income (loss), net 360 156 19 - - - 535 Financial income (expenses), net 624 (1,043 ) (299 ) - - - (718 ) Consolidated loss before provision for income taxes $ (32,638 ) (1) Includes $2,199 of intangible assets amortization, derived from GFHI acquisition. (2) Corporate and others segment represents those results that: (i) are not specifically attributable to a reportable segment; (ii) are not individually reportable or (iii) have not been allocated to a reportable segment for the purpose of evaluating their performance, including certain general and administrative expense items. For the three months ended September 30, 2022 (USD in thousands) Verticals Online Corporate Comprehensive Export and Food Consolidated Revenues from external customers $ 13,749 $ 8 $ - $ - $ - $ - $ 13,757 Segment operating loss (2,507 ) (2,083 ) (4,125 ) - - - (8,715 ) Other income, net (447 ) 105 39 - - - (303 ) Financial income (expenses), net 371 - - - - - 371 Consolidated loss before provision for income taxes $ (8,647 ) (1) Includes $733 of intangible assets amortization, derived from the GFHI Acquisition. (2) Corporate and others segment represents those results that: (i) are not specifically attributable to a reportable segment; (ii) are not individually reportable or (iii) have not been allocated to a reportable segment for the purpose of evaluating their performance, including certain general and administrative expense items. |
Schedule of the Financial Statements of our Balance Sheet Accounts of the Segments | The following table summarizes the financial statements of our balance sheet accounts of the segments: As of September 30, 2023 (USD in thousands) Verticals Online Comprehensive Food Corporate Export and Consolidated Assets related to segments $ 15,783 $ 5,094 $ 1,156,625 $ 395,574 $ 5 ,873 $ 350,212 $ 1,929,161 Liabilities and redeemable Series B Preferred Stock related to segments (8,507 ) (1,430 ) (699,252 ) (106,958 ) (226,783 ) (284,909 ) (1,327,839 ) Total equity $ 601,322 (1) Includes $145,280 of intangible assets and $165,603 goodwill, derived from Tingo Mobile acquisition. Includes $43,605 of deferred tax liability, derived from the Tingo Mobile acquisition and $553,035 redeemable Series B Preferred Stock. (2) Includes $135,459 of intangible assets and $46,246 goodwill, derived from the Tingo Foods acquisition. Includes $40,638 of deferred tax liability, derived from the Tingo Foods acquisition. As of December 31, 2022 (USD in thousands) Verticals Online Comprehensive Corporate Consolidated Assets related to segments $ 40,831 $ 21,077 $ 1,541,093 $ 79,357 $ 1,682,358 Liabilities and Series B Preferred Stock related to segments (18,406 ) (3,911 ) (877,353 ) (9,689 ) (909,359 ) Total equity $ 772,999 (1) Includes $17,009 of intangible assets and $19,788 goodwill, derived from the GFHI Acquisition. Includes $3,125 of deferred tax liability, derived from GFHI, All Weather and Zhongtong acquisitions. (2) Includes $1,226 of intangible assets. (3) Includes $167,143 of intangible assets and $81,459 goodwill, derived from the Tingo Mobile acquisition. Includes $50,143 of deferred tax liability, derived from the Tingo Mobile acquisition and $553,035 redeemable Series B Preferred Stock. |
Trade Accounts Receivable, Net
Trade Accounts Receivable, Net (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Trade Accounts Receivable, Net [Abstract] | |
Schedule of Accounts Receivable | For the nine months ended September 30, 2023, and the fiscal year ended December 31, 2022, accounts receivable were comprised of the following: September 30, December 31, (USD in thousands) 2023 2022 Trade accounts receivable $ 362,346 $ 14,553 Allowance for doubtful accounts (3,161 ) (3,012 ) $ 359,185 $ 11,541 |
Schedule of Allowance for Doubtful Accounts | Movement of allowance for doubtful accounts for the nine months ended September 30, 2023 and the fiscal year ended December 31, 2022 are as follows: (USD in thousands) September 30, December 31, Beginning balance $ 3,012 $ 2,606 Provision 1,630 618 Recovery (966 ) - Exchange rate fluctuation (515 ) (212 ) $ 3,161 $ 3,012 |
Other Current Assets (Tables)
Other Current Assets (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Other Current Assets [Abstract] | |
Schedule of Other Current Assets | September 30, December 31, 2023 2022 Prepaid expenses $ 156 $ 1,019 Advance to suppliers 193,186 2,821 Deposit 273 287 Other receivables 6,790 1,701 $ 200,405 $ 5,828 |
Related Parties (Tables)
Related Parties (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Related Parties [Abstract] | |
Schedule of Current Assets – Related Parties | Current assets – related party receivables September 30, December 31, (USD in thousands) 2023 2022 Shareholders and other related parties of All Weather $ - $ 4,603 Beijing Fucheng Lianbao Technology Co. - 267 Loan to Tingo Inc.(1) 8,219 8,099 Beijing Fucheng Prospect Technology Co., Ltd. 346 - Shareholders and other related parties of Guangxi Zhongtong 388 522 $ 8,953 $ 13,491 (1) Tingo’s loan- as discussed in Note 1. |
Schedule of Current Liabilities – Related Parties | Current liabilities – related parties payables September 30, December 31, (USD in thousands) 2023 2022 Beijing Century Tianyuan Business Management Co., LTD $ 174 $ 308 Beijing Global Credit Financial Analysis Technology Co., LTD 658 - Beijing Internet New Network Technology Development Co. LTD 465 - Shareholders and other related parties of All Weather 204 659 Shareholders and other related parties of Tingo Group Holdings 1,948 - Shareholders of Tingo Mobile 54,233 56,539 $ 57,682 $ 57,506 |
Commitment and Contingencies (T
Commitment and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Commitment and Contingencies [Abstract] | |
Schedule of Contractual Obligations | The following tables summarize our contractual obligations as of September 30, 2023, and the effect these obligations are expected to have on our liquidity and cash flows in future periods. (USD in thousands) Total Less than 1-3 year 3-5 year 5+ year Contractual Obligation: Office leases commitment $ 1,126 $ 250 $ 835 $ 41 $ - Short-term debt obligations Commitment $ 164 $ 164 $ - $ - $ - Services Contract Commitment $ 1,272 $ 205 $ 811 $ 256 $ - Total $ 2,562 $ 619 $ 1,646 $ 297 $ - |
Operating Leases (Tables)
Operating Leases (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Operating Leases [Abstract] | |
Schedule of Leases by Balance Sheet | The following table provides a summary of leases by balance sheet location: Assets/liabilities September 30, December 31, (USD in thousands) 2023 2022 Assets Right-of-use assets $ 1,132 $ 2,260 Liabilities Lease liabilities- current portion $ 690 $ 1,215 Lease liabilities- long term 382 905 Total Lease liabilities $ 1,072 $ 2,120 |
Schedule of Operating Lease Expenses | The operating lease expenses were as follows: For the nine months ended For the three months ended 2023 2022 2023 2022 Operating lease cost $ 1,166 $ 1,203 $ 210 $ 530 |
Schedule of Operating Lease Liabilities | Maturities of operating lease liabilities were as follows: (USD in thousands) Year ended 2023* $ 250 2024 556 2025 260 2026 19 2027 15 Thereafter 26 Total lease payment 1,126 Less: imputed interest (54 ) Total lease liabilities $ 1,072 * Not include operating leases with a term less than one year. |
Schedule of Lease Term and Discount Rate | Lease term and discount rate September 30, Weighted-average remaining lease term (years) – operating leases 1.89 Weighted average discount rate – operating leases 5.70 % |
Schedule of Operating Lease Revenue | The Company leases mobile phones that classified as operating leases. The following table summarizes the components of operating lease revenue recognized during the three and nine months ended September 30, 2023: For the nine months ended For the three months ended Lease revenue 2023 2023 Fixed contractual payments $ 284,570 $ 68,220 |
Schedule of Future Lease Payments | Future fixed contractual lease payments to be received under non-cancelable operating leases in effect as of September 30, 2023, assuming no new or renegotiated leases or option extensions on lease agreements are executed, are as follows (dollars in thousands): Years Ending December 31, Future 2023 $ 95,559 2024 157,454 2025 - 2026 - 2027 - Thereafter - |
Provision for Income Taxes (Tab
Provision for Income Taxes (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Provision for Income Taxes [Abstract] | |
Schedule of Profit (Loss) Before Income Taxes | Profit (Loss) Before Income Taxes For the For the 2023 2022 2023 2022 Domestic $ (78,253 ) $ (13,055 ) $ (62,532 ) $ (3,204 ) Foreign 536,134 (19,583 ) 99,763 (5,443 ) Total $ 457,881 $ (32,638 ) $ 37,231 $ (8,647 ) For the For the 2023 2022 2023 2022 Current Domestic $ 124 $ 248 $ - $ - Foreign 177,405 - 20,298 - Total $ 177,529 $ 248 $ 20,298 $ - Deferred Domestic $ - $ - $ - $ - Foreign (13,095 ) (2,030 ) (3,559 ) (701 ) Total $ (13,095 ) $ (2,030 ) $ (3,559 ) $ (701 ) Total Income tax expenses (benefit) $ 164,434 $ (1,782 ) $ 16,739 $ (701 ) |
Schedule of Deferred Taxes | As of September 30, 2023, and December 31, 2022, the Company’s deferred taxes were in respect of the following: September 30, December 31, (USD in thousands) 2023 2022 Deferred tax assets Provisions for employee rights and other temporary differences $ 27 $ 234 Provisions for bad debt 847 753 Net operating loss carry forward 40,348 21,839 Valuation allowance (41,222 ) (19,165 ) Deferred tax assets, net of valuation allowance - 3,661 Deferred tax liabilities Recognition of intangible assets arising from business combinations (105,460 ) (89,597 ) Deferred tax assets (liabilities), net $ (105,460 ) $ (85,936 ) |
Goodwill (Tables)
Goodwill (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill [Abstract] | |
Schedule of Goodwill | For the nine months ended September 30, 2023 (USD in thousands) Verticals Food Comprehensive Corporate Online Consolidated Balance as of January 1, 2023 $ 19,788 $ - $ 81,459 $ - $ - $ 101,247 Acquisitions in 2023 - 46,246 - - - 46,246 Impairment loss (19,788 ) - - - - (19,788 ) Adjustments to purchase price allocations - - 84,144 - - 84,144 Balance as of September 30, 2023 $ - $ 46,246 $ 165,603 $ - $ - $ 211,849 For the year ended December 31, 2022 (USD in thousands) Verticals Food Comprehensive Corporate Online Consolidated Balance as of January 1, 2022 $ 19,788 $ - $ - $ - $ - $ 19,788 Impairment loss - - - - - - Acquisitions in 2022 - - 81,459 - - 81,459 Balance as of December 31, 2022 $ 19,788 $ - $ 81,459 $ - $ - $ 101,247 |
Description of Business (Detail
Description of Business (Details) | 9 Months Ended | |||||||
Sep. 30, 2023 USD ($) $ / shares shares | Sep. 30, 2023 USD ($) $ / shares shares | Sep. 30, 2023 $ / shares | Jul. 27, 2023 shares | Jun. 07, 2023 shares | Feb. 09, 2023 | Dec. 31, 2022 $ / shares shares | Dec. 01, 2022 shares | |
Description of Business [Abstract] | ||||||||
Lease cost (in Dollars) | $ 9,500,000 | |||||||
Number of customers | 20,000,000 | |||||||
Number of smartphones | 6,000,000 | |||||||
Common stock, par value (in Dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | |||||
Common stock outstanding | 19.90% | 19.90% | ||||||
Convertible shares (in Shares) | shares | 26,042,808 | 26,042,808 | ||||||
Convertible percentage | 20.10% | 20.10% | ||||||
Issued and outstanding percentage of common stock | 20% | |||||||
Preferred stock redemption value (in Dollars) | $ 29,684,850 | $ 29,684,850 | ||||||
Loan (in Dollars) | $ 23,700,000 | $ 23,700,000 | ||||||
Loan bears interest | 5% | 5% | ||||||
Matures date | May 10, 2024 | May 10, 2024 | ||||||
Secured note value (in Dollars) | $ 204,000,000 | $ 204,000,000 | ||||||
Leasing revenues descrption | the Company’s VIEs prior to intercompany adjustments included in the Company’s unaudited condensed consolidated financial statements as of September 30, 2023, and December 31, 2022 are as follows: | |||||||
Common Stock [Member] | ||||||||
Description of Business [Abstract] | ||||||||
Common stock, par value (in Dollars per share) | $ / shares | $ 0.001 | |||||||
Minimum [Member] | ||||||||
Description of Business [Abstract] | ||||||||
Number of customers | 2,000,000 | |||||||
Maximum [Member] | ||||||||
Description of Business [Abstract] | ||||||||
Number of customers | 4,000,000 | |||||||
Series A Preferred Stock [Member] | ||||||||
Description of Business [Abstract] | ||||||||
Preferred stock, shares issued (in Shares) | shares | 0 | 0 | 2,604.28 | 0 | 2,604.28 | |||
Convertible shares (in Shares) | shares | 2,604.28 | |||||||
Common Stock [Member] | ||||||||
Description of Business [Abstract] | ||||||||
Convertible shares (in Shares) | shares | 26,042,808 | |||||||
Percentage of subsidiary, Shares owned | 100% | |||||||
Series B Preferred Stock [Member] | ||||||||
Description of Business [Abstract] | ||||||||
Preferred stock redemption value (in Dollars) | $ 29,684,850 | $ 29,684,850 | ||||||
TMNA [Member] | ||||||||
Description of Business [Abstract] | ||||||||
Ownership percentage | 75% | 75% | ||||||
Promissory Note [Member] | ||||||||
Description of Business [Abstract] | ||||||||
Promissory note percentage | 5% | |||||||
Promissory Note [Member] | ||||||||
Description of Business [Abstract] | ||||||||
Promissory Interest rate terms | two | |||||||
Tingo Group Holdings, LLC [Member] | ||||||||
Description of Business [Abstract] | ||||||||
Convertible percentage | 35% | 35% |
Description of Business (Deta_2
Description of Business (Details) - Schedule of Assets and Liabilities - VIE [Member] - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalent | $ 98 | $ 3,690 |
Trade accounts receivable, net | 27 | 6,823 |
Related party receivables | 1,920 | 2,001 |
Other current assets | 191 | 2,278 |
Total current assets | 2,236 | 14,792 |
Property and equipment, net | 32 | 176 |
Intangible assets, net | 3 | 5,712 |
Long-term deposit and other non-current assets | 48 | |
Right of use assets under operating lease | 71 | 711 |
Restricted cash escrow | 685 | 1,479 |
Deferred tax assets | 793 | |
Total long-term assets | 791 | 8,919 |
Total assets | 3,027 | 23,711 |
Current liabilities: | ||
Short-term loan | 286 | |
Trade accounts payable | 7 | 4,817 |
Related party payables | 4,101 | 4,002 |
Current operating lease liability | 60 | 230 |
Other current liabilities | 25 | 4,515 |
Total current liabilities | 4,193 | 13,850 |
Long-term liabilities: | ||
Long-term loan | 377 | |
Long-term operating lease liability | 257 | |
Deferred tax liabilities | 224 | |
Total long-term liabilities | 858 | |
Total liabilities | $ 4,193 | $ 14,708 |
Description of Business (Deta_3
Description of Business (Details) - Schedule of Net Revenues, Loss from Operations and Net Loss - Variable Interest Entity, Primary Beneficiary [Member] - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Condensed Income Statements, Captions [Line Items] | ||||
Net revenues | $ 13,322 | $ 30,285 | $ 32,915 | |
Profit (loss) from operations | $ (312) | 722 | (17) | (1,599) |
Net profit (loss) | $ (1,173) | $ 508 | $ (890) | $ (996) |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - Schedule of Exchange Rate Conversion | Sep. 30, 2023 | Dec. 31, 2022 |
Naira [Member] | ||
Schedule of Exchange Rate Conversion [Line Items] | ||
Exchange rate average | 580.23 | |
Exchange rate | 768.76 | 448.55 |
RMB [Member] | ||
Schedule of Exchange Rate Conversion [Line Items] | ||
Exchange rate average | 7.034 | |
Exchange rate | 7.296 | 6.8972 |
Tingo Mobile Transaction (Detai
Tingo Mobile Transaction (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Tingo Mobile Limited Transaction [Abstract] | |
Merger consideration | $ 1,215,241 |
Income tax rate | 30% |
Tingo Mobile Transaction (Det_2
Tingo Mobile Transaction (Details) - Schedule of Allocation of the Preliminary Purchase Price as of the Acquisition Date $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 USD ($) | ||
Schedule of Allocation of the Preliminary Purchase Price as of the Acquisition Date [Abstract] | ||
Total Merger consideration | $ 1,215,241 | [1] |
Total purchase consideration | 1,215,241 | |
Less: | ||
Net working capital | 170,327 | |
Property and equipment | 760,661 | |
Intangible – farmer cooperative | 24,893 | |
Intangible – trade names and trademarks | 54,576 | |
Intangible – software | 90,030 | |
Deferred tax liability | (50,849) | [2] |
Total | 1,049,638 | |
Goodwill | $ 165,603 | [3] |
[1] The $1,215,241 value of the Merger consideration transferred was determined in accordance with ASC 820 and ASC 805. ASC 820 requires that fair value to maximize objective evidence and be determined using assumptions that a market participant would use, and when level 1 inputs exist, it should be used unless determined to be not representative. That would have meant using the unadjusted Tingo Group quoted price at the time of completion of the Transaction. The Company is of the opinion however, that the market value per share price as quoted on Nasdaq is not representative of the fair value and should not be used to determine the merger consideration. Using market value per share of Tingo Group would have led to a significant bargain purchase gain and an internal rate of return that was not reasonable as well as other valuation anomalies that it created. Hence, and in accordance with ASC 805-30-30-5, the Company reassessed the determination of the consideration transferred and determined that the use of the quoted price of Tingo, Inc’s share price on the OTC at market close is more appropriate in determining the consideration fair value. Represents the income tax effect of the difference between the accounting and income tax bases of the identified intangible assets, using an assumed statutory income tax rate of 30%. The goodwill is not deductible for tax purposes. |
Tingo Mobile Transaction (Det_3
Tingo Mobile Transaction (Details) - Schedule of Net Revenues and Net Profit - Tingo Mobile acquisition [Member] - Tingo Mobile [Member] - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Tingo Mobile Transaction (Details) - Schedule of Net Revenues and Net Profit [Line Items] | ||||
Revenues | $ 586,222 | $ 305,458 | $ 2,414,636 | $ 852,721 |
Net profit attributable to Tingo Group, Inc | $ 20,745 | $ 51,851 | $ 293,993 | $ 166,341 |
Tingo Foods PLC Purchase Pric_3
Tingo Foods PLC Purchase Price Allocation (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Tingo Foods PLC Purchase Price Allocation [Line Items] | |
Interest rate | 5% |
Statutory income tax rate | 30% |
Tingo Foods [Member] | |
Tingo Foods PLC Purchase Price Allocation [Line Items] | |
Revenues | $ 1,164,444 |
Net profit | 148,766 |
Promissory Note [Member] | |
Tingo Foods PLC Purchase Price Allocation [Line Items] | |
Merger consideration | $ 204,000 |
Promissory note term | 2 years |
Tingo Foods PLC Purchase Pric_4
Tingo Foods PLC Purchase Price Allocation (Details) - Schedule of Summarizes the Estimates of the Fair Value of Assets - Tingo Foods [Member] $ in Thousands | 12 Months Ended | |
Dec. 31, 2008 USD ($) | ||
Schedule of Summarizes the Estimates of the Fair Value of Assets [Line Items] | ||
Total Merger consideration | $ 204,000 | [1] |
Total purchase consideration | 204,000 | |
Net working capital | 42,077 | |
Property and equipment | 12,235 | |
Deferred tax liability | (44,332) | [2] |
Total | 157,754 | |
Goodwill | 46,246 | [3] |
Customer Relationships [Member] | ||
Schedule of Summarizes the Estimates of the Fair Value of Assets [Line Items] | ||
Intangible | 125,677 | |
Trademarks and Trade Names [Member] | ||
Schedule of Summarizes the Estimates of the Fair Value of Assets [Line Items] | ||
Intangible | $ 22,097 | |
[1] The $204,000 value of the Merger Consideration transferred as the Promissory Note. The Promissory Note is for a term of two years with an interest rate of 5% per annum. The interest rate on the Promissory Note is reasonably reflective of a market-participant rate. MICT Fintech agreed to certain covenants in connection with the Promissory Note, including with regard to its ability to incur additional debt or create additional liens. The Acquisition will not result in any new issuance of shares of Common Stock, nor of any instruments convertible into shares of Common Stock. Represents the income tax effect of the difference between the accounting and income tax bases of the identified intangible assets, using an assumed statutory income tax rate of 30%. The goodwill is not deductible for tax purposes. |
Tingo Foods PLC Purchase Pric_5
Tingo Foods PLC Purchase Price Allocation (Details) - Schedule of Revenues and Net Profit - Tingo Foods [Member] - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Schedule of Revenues and Net Profit [Line Items] | ||||
Revenues | $ 586,222 | $ 128,903 | $ 2,446,570 | $ 150,424 |
Net profit attributable to Tingo Group, Inc | $ 20,745 | $ 988 | $ 296,371 | $ (22,035) |
Exit of All Weather (Details)
Exit of All Weather (Details) $ in Thousands | 6 Months Ended | ||||
Jun. 30, 2023 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2021 CNY (¥) | Jul. 01, 2021 USD ($) | Jul. 01, 2021 CNY (¥) | |
Exit of All Weather [Abstract] | |||||
Loan granted | $ 4,700 | ¥ 30,000 | |||
Working capital amount | $ 4,700 | ¥ 30,000 | |||
Impairment consideration charge | $ 3,333 |
Stockholders_ Equity (Details)
Stockholders’ Equity (Details) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||||
May 01, 2023 | Feb. 05, 2023 | Dec. 01, 2022 | Apr. 30, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | Oct. 13, 2023 | Sep. 27, 2023 | Sep. 22, 2023 | Sep. 15, 2023 | Aug. 01, 2023 | Jul. 31, 2023 | Jul. 27, 2023 | Jun. 23, 2023 | Jun. 07, 2023 | May 12, 2023 | Mar. 06, 2023 | |
Stockholders Equity [Line Items] | |||||||||||||||||
Common stock | 26,042,808 | 236,270,476 | 157,599,882 | 5,000,000 | |||||||||||||
Shares issued | 1,515,386 | ||||||||||||||||
Preferred Stock in exchange (in Dollars) | $ 29,684,850 | ||||||||||||||||
Shares issued of common stock | 13,167,641 | 5,682,501 | 6,151,428 | 5,000,000 | |||||||||||||
Future issuance shares | 805,218 | ||||||||||||||||
Dividend yield percentage | 0% | ||||||||||||||||
Grant of fully vested shares of common stock | 3,200,000 | ||||||||||||||||
2012 Incentive Plan [Member] | |||||||||||||||||
Stockholders Equity [Line Items] | |||||||||||||||||
Shares issued of common stock | 5,000,000 | ||||||||||||||||
2020 Incentive Plan [Member] | |||||||||||||||||
Stockholders Equity [Line Items] | |||||||||||||||||
Shares issued of common stock | 25,000,000 | 60,000 | |||||||||||||||
2023 Incentive Plan [Member] | |||||||||||||||||
Stockholders Equity [Line Items] | |||||||||||||||||
Aggregate of shares issued | 19,900,000 | ||||||||||||||||
Repurchase Agreements [Member] | |||||||||||||||||
Stockholders Equity [Line Items] | |||||||||||||||||
Exercise price (in Dollars per share) | $ 3.12 | ||||||||||||||||
Offering price per share (in Dollars per share) | $ 2.8 | ||||||||||||||||
Cash paid per share (in Dollars per share) | $ 0.1 | $ 0.15 | |||||||||||||||
Aggregate amount (in Dollars) | $ 6,548,000 | ||||||||||||||||
Minimum [Member] | |||||||||||||||||
Stockholders Equity [Line Items] | |||||||||||||||||
Expected volatility | 87.20% | ||||||||||||||||
Risk-free interest rate | 0.99% | ||||||||||||||||
Expected life | 6 years 6 months | ||||||||||||||||
Maximum [Member] | |||||||||||||||||
Stockholders Equity [Line Items] | |||||||||||||||||
Expected volatility | 100.40% | ||||||||||||||||
Risk-free interest rate | 1.64% | ||||||||||||||||
Expected life | 10 years | ||||||||||||||||
Series A Preferred Stock [Member] | |||||||||||||||||
Stockholders Equity [Line Items] | |||||||||||||||||
Shares issued | 2,604.28 | 0 | 0 | 2,604.28 | |||||||||||||
Common stock | 26,042,808 | ||||||||||||||||
Shares issued and outstanding percentage | 20.10% | ||||||||||||||||
Shares issued of common stock | 26,042,808 | ||||||||||||||||
Preferred stock conversion | 2,604.28 | ||||||||||||||||
Series B Preferred Stock [Member] | |||||||||||||||||
Stockholders Equity [Line Items] | |||||||||||||||||
Common stock | 336,872,138 | ||||||||||||||||
Shares issued and outstanding percentage | 35% | ||||||||||||||||
Shares issued | 33,687.21 | ||||||||||||||||
Preferred Stock in exchange (in Dollars) | $ 29,684,850 | ||||||||||||||||
Common Stock [Member] | |||||||||||||||||
Stockholders Equity [Line Items] | |||||||||||||||||
Shares issued of common stock | 4,194,782 | 19,900,000 | 40,000 | 1,000,000 | 13,167,641 | ||||||||||||
Cushman Holdings Limited [Member] | |||||||||||||||||
Stockholders Equity [Line Items] | |||||||||||||||||
Shares issued of common stock | 1,309,500 | ||||||||||||||||
Intermediate Holdings Limited [Member] | |||||||||||||||||
Stockholders Equity [Line Items] | |||||||||||||||||
Shares issued of common stock | 750,000 | ||||||||||||||||
China Strategic Investments Limited [Member] | |||||||||||||||||
Stockholders Equity [Line Items] | |||||||||||||||||
Shares issued of common stock | 100,000 | 250,000 | |||||||||||||||
Board of Directors [Member] | |||||||||||||||||
Stockholders Equity [Line Items] | |||||||||||||||||
Shares issued of common stock | 720,000 | ||||||||||||||||
Corprominence LLC[Member] | |||||||||||||||||
Stockholders Equity [Line Items] | |||||||||||||||||
Shares issued of common stock | 48,000 | ||||||||||||||||
WARBERG WF IX LP [Member] | |||||||||||||||||
Stockholders Equity [Line Items] | |||||||||||||||||
Shares issued of common stock | 65,831 |
Stockholders_ Equity (Details)
Stockholders’ Equity (Details) - Schedule of Stock Options Outstanding and Exercisable | 9 Months Ended |
Sep. 30, 2023 $ / shares shares | |
Stock Option Plan One [Member] | |
Schedule of Stock Options Outstanding and Exercisable [Line Items] | |
Options Outstanding, Number Outstanding | 125,000 |
Options Outstanding, Weighted Average Remaining Contractual Life | 8 years |
Options Exercisable, Number Exercisable | 125,000 |
Options Exercisable, Exercise Price (in Dollars per share) | $ / shares | $ 1.41 |
Stock Option Plan Two [Member] | |
Schedule of Stock Options Outstanding and Exercisable [Line Items] | |
Options Outstanding, Number Outstanding | 340,000 |
Options Outstanding, Weighted Average Remaining Contractual Life | 8 years |
Options Exercisable, Number Exercisable | 340,000 |
Options Exercisable, Exercise Price (in Dollars per share) | $ / shares | $ 1.81 |
Stock Option Plan Three [Member] | |
Schedule of Stock Options Outstanding and Exercisable [Line Items] | |
Options Outstanding, Number Outstanding | 50,000 |
Options Outstanding, Weighted Average Remaining Contractual Life | 9 years 9 months |
Options Exercisable, Number Exercisable | 50,000 |
Options Exercisable, Exercise Price (in Dollars per share) | $ / shares | $ 1.33 |
Stock Option Plan Four [Member] | |
Schedule of Stock Options Outstanding and Exercisable [Line Items] | |
Options Outstanding, Number Outstanding | 95,000 |
Options Outstanding, Weighted Average Remaining Contractual Life | 8 years |
Options Exercisable, Number Exercisable | 63,333 |
Options Exercisable, Exercise Price (in Dollars per share) | $ / shares | $ 2.49 |
Stock Option Plan Five [Member] | |
Schedule of Stock Options Outstanding and Exercisable [Line Items] | |
Options Outstanding, Number Outstanding | 610,000 |
Options Exercisable, Number Exercisable | 578,333 |
Stockholders_ Equity (Details_2
Stockholders’ Equity (Details) - Schedule of Stock Option Plan | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 $ / shares shares | Dec. 31, 2022 $ / shares shares | |
Schedule of Stock Option Plan [Abstract] | ||
Number of Options, Options outstanding at the beginning of period | shares | 590,000 | 1,558,000 |
Weighted Average Exercise Price, Options outstanding at the beginning of period | $ / shares | $ 1.83 | $ 1.74 |
Changes during the period: | ||
Number of Options, Granted | shares | 50,000 | |
Weighted Average Exercise Price, Granted | $ / shares | $ 1.33 | |
Number of Options, Exercised | shares | ||
Weighted Average Exercise Price, Exercised | $ / shares | ||
Number of Options, Forfeited | shares | (30,000) | (968,000) |
Weighted Average Exercise Price, Forfeited | $ / shares | $ 1.81 | $ 1.68 |
Number of Options, Options outstanding at the end of the period | shares | 610,000 | 590,000 |
Weighted Average Exercise Price, Options outstanding at the end of the period | $ / shares | $ 1.79 | $ 1.83 |
Number of Options, Options exercisable at the end of the period | shares | 578,333 | 434,167 |
Weighted Average Exercise Price, Options exercisable at the end of the period | $ / shares | $ 1.79 | $ 1.74 |
Stockholders_ Equity (Details_3
Stockholders’ Equity (Details) - Schedule of Warrants Outstanding | 9 Months Ended |
Sep. 30, 2023 $ / shares shares | |
Schedule of Warrants Outstanding [Abstract] | |
Warrants Outstanding, Beginning Balance | shares | 62,863,879 |
Average Exercise Price, Beginning Balance | $ / shares | $ 2.854 |
Remaining Contractual Life, Beginning Balance | 4 years 3 months |
Warrants Outstanding, Granted | shares | |
Average Exercise Price, Granted | $ / shares | |
Warrants Outstanding, Forfeited | shares | (25,981,836) |
Average Exercise Price, Forfeited | $ / shares | $ 0.25 |
Warrants Outstanding, Exercised | shares | (1,515,386) |
Average Exercise Price, Exercised | $ / shares | $ 3.31 |
Warrants Outstanding, Ending Balance | shares | 35,366,657 |
Average Exercise Price, Ending Balance | $ / shares | $ 2.84 |
Remaining Contractual Life, Ending Balance | 3 years |
Segments (Details)
Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Segment [Line Items] | ||||||
Impairment of intangible asset | $ 15,650 | |||||
Impairment of goodwill derived | 19,788 | |||||
Loss from deconsolidated | 3,333 | |||||
Intangible assets amortization | $ 11,868 | $ 787 | 35,631 | 2,381 | ||
Intangible assets | 280,935 | 280,935 | $ 185,407 | |||
Goodwill | 211,849 | 211,849 | 101,247 | |||
Tingo Mobile Acquisition [Member] | ||||||
Segment [Line Items] | ||||||
Intangible assets amortization | 6,961 | 21,449 | ||||
Intangible assets | 145,280 | 145,280 | 167,143 | |||
Deferred tax liability | 43,605 | 43,605 | 50,143 | |||
Magpie [Member] | ||||||
Segment [Line Items] | ||||||
Impairment of intangible asset | 1,253 | |||||
Tingo Foods Acquisition [Member] | ||||||
Segment [Line Items] | ||||||
Intangible assets amortization | 4,617 | 12,314 | ||||
Intangible assets | 135,459 | 135,459 | ||||
Deferred tax liability | 40,638 | 40,638 | ||||
GFHI Acquisitions [Member] | ||||||
Segment [Line Items] | ||||||
Intangible assets amortization | $ 733 | $ 2,199 | ||||
Intangible assets | 17,009 | |||||
GFHI Zongtong Acquisitions [Member] | ||||||
Segment [Line Items] | ||||||
Deferred tax liability | 3,125 | |||||
Verticals and technology [Member] | ||||||
Segment [Line Items] | ||||||
Impairment of goodwill derived | (19,788) | |||||
Intangible assets amortization | 1,578 | |||||
Goodwill | 19,788 | $ 19,788 | ||||
Online stock trading [Member] | ||||||
Segment [Line Items] | ||||||
Impairment of goodwill derived | ||||||
Intangible assets | 1,226 | |||||
Goodwill | ||||||
Series B Preferred Stock [Member] | ||||||
Segment [Line Items] | ||||||
Redeemable preferred stock | 553,035 | 553,035 | ||||
Tingo Mobile Acquisition [Member] | ||||||
Segment [Line Items] | ||||||
Goodwill | 165,603 | 165,603 | 81,459 | |||
Tingo Foods Acquisition [Member] | ||||||
Segment [Line Items] | ||||||
Goodwill | 46,246 | 46,246 | ||||
GFHI Acquisitions [Member] | ||||||
Segment [Line Items] | ||||||
Goodwill | $ 19,788 | |||||
Guangxi Zhongtong Insurance Agency Co., Ltd [Member] | ||||||
Segment [Line Items] | ||||||
Impairment of intangible asset | 1,806 | |||||
GFH [Member] | ||||||
Segment [Line Items] | ||||||
Impairment of intangible asset | 7,777 | |||||
Beijing Fucheng Lianbao Technology Co. [Member] | ||||||
Segment [Line Items] | ||||||
Impairment of intangible asset | $ 4,814 | |||||
GFHI Acquisitions [Member] | ||||||
Segment [Line Items] | ||||||
Impairment of goodwill derived | $ 19,788 |
Segments (Details) - Schedule o
Segments (Details) - Schedule of Financial Performance of Our Operating Segments - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | ||||||
Verticals and technology [Member] | |||||||||
Schedule of Financial Performance of Our Operating Segments [Line Items] | |||||||||
Revenues from external customers | $ 501 | $ 13,749 | [1] | $ 34,222 | [2] | $ 35,232 | [3] | ||
Segment operating loss | (1,400) | (2,507) | [1] | (42,454) | [2] | (8,597) | [3] | ||
Other income, net | 777 | (447) | [1] | 285 | [2] | 360 | [3] | ||
Financial income (expenses), net | 3 | 371 | [1] | 84 | [2] | 624 | [3] | ||
Online stock trading [Member] | |||||||||
Schedule of Financial Performance of Our Operating Segments [Line Items] | |||||||||
Revenues from external customers | 20 | 8 | 48 | [4] | 46 | ||||
Segment operating loss | (1,258) | (2,083) | (5,773) | [4] | (8,121) | ||||
Other income, net | 105 | (9) | [4] | 156 | |||||
Financial income (expenses), net | (393) | (832) | [4] | (1,043) | |||||
Corporate and others [Member] | |||||||||
Schedule of Financial Performance of Our Operating Segments [Line Items] | |||||||||
Revenues from external customers | [5] | ||||||||
Segment operating loss | [5] | (61,707) | (4,125) | (76,451) | (15,737) | ||||
Other income, net | [5] | 39 | 19 | ||||||
Financial income (expenses), net | [5] | (1,338) | (3,426) | (299) | |||||
Comprehensive Platform Service [Member] | |||||||||
Schedule of Financial Performance of Our Operating Segments [Line Items] | |||||||||
Revenues from external customers | 85,028 | [5],[6] | 548,044 | [7] | |||||
Segment operating loss | 11,504 | [5],[6] | 240,793 | [7] | |||||
Other income, net | [6] | 138 | [7] | ||||||
Financial income (expenses), net | (11,942) | [5],[6] | (29,718) | [7] | |||||
Export and Commodity Trading [Member] | |||||||||
Schedule of Financial Performance of Our Operating Segments [Line Items] | |||||||||
Revenues from external customers | 319,881 | 667,878 | |||||||
Segment operating loss | 63,976 | 133,575 | |||||||
Other income, net | |||||||||
Financial income (expenses), net | |||||||||
Food Processing [Member] | |||||||||
Schedule of Financial Performance of Our Operating Segments [Line Items] | |||||||||
Revenues from external customers | 180,792 | [8] | 1,164,444 | [9] | |||||
Segment operating loss | 38,983 | [8] | 242,798 | [9] | |||||
Other income, net | [8] | [9] | |||||||
Financial income (expenses), net | 26 | [8] | (1,129) | [9] | |||||
Consolidated [Member] | |||||||||
Schedule of Financial Performance of Our Operating Segments [Line Items] | |||||||||
Revenues from external customers | 586,222 | 13,757 | 2,414,636 | 35,278 | |||||
Segment operating loss | 50,098 | (8,715) | 492,488 | (32,455) | |||||
Other income, net | 777 | (303) | 414 | 535 | |||||
Financial income (expenses), net | (13,644) | 371 | (35,021) | (718) | |||||
Consolidated loss before income tax benefit | $ 37,231 | $ (8,647) | $ 457,881 | $ (32,638) | |||||
[1] Includes $733 of intangible assets amortization, derived from the GFHI Acquisition. Includes $2,199 of intangible assets amortization, derived from GFHI acquisition. Corporate and others segment represents those results that: (i) are not specifically attributable to a reportable segment; (ii) are not individually reportable or (iii) have not been allocated to a reportable segment for the purpose of evaluating their performance, including certain general and administrative expense items. Includes $6,961 of intangible assets amortization, derived from the Tingo Mobile acquisition. Includes $4,617 of intangible assets amortization, derived from the Tingo Foods acquisition. Includes $12,314 of intangible assets amortization, derived from the Tingo Foods acquisition. |
Segments (Details) - Schedule_2
Segments (Details) - Schedule of the Financial Statements of our Balance Sheet Accounts of the Segments - USD ($) $ in Thousands | Sep. 30, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | |||
Schedule of the Financial Statements of our Balance Sheet Accounts of the Segments [Line Items] | |||||||||
Assets related to segments | $ 1,929,161 | $ 1,682,358 | |||||||
Total equity | 601,322 | $ 523,623 | 772,999 | $ 120,351 | $ 129,065 | $ 147,722 | |||
Verticals and technology [Member] | |||||||||
Schedule of the Financial Statements of our Balance Sheet Accounts of the Segments [Line Items] | |||||||||
Assets related to segments | 15,783 | 40,831 | [1] | ||||||
Online stock trading [Member] | |||||||||
Schedule of the Financial Statements of our Balance Sheet Accounts of the Segments [Line Items] | |||||||||
Assets related to segments | 5,094 | 21,077 | [2] | ||||||
Comprehensive Platform Service [Member] | |||||||||
Schedule of the Financial Statements of our Balance Sheet Accounts of the Segments [Line Items] | |||||||||
Assets related to segments | 1,156,625 | [3] | 1,541,093 | [4] | |||||
Food Processing [Member] | |||||||||
Schedule of the Financial Statements of our Balance Sheet Accounts of the Segments [Line Items] | |||||||||
Assets related to segments | [5] | 395,574 | |||||||
Corporate and others [Member] | |||||||||
Schedule of the Financial Statements of our Balance Sheet Accounts of the Segments [Line Items] | |||||||||
Assets related to segments | 5,873 | 79,357 | |||||||
Export and Commodity Trading [Member] | |||||||||
Schedule of the Financial Statements of our Balance Sheet Accounts of the Segments [Line Items] | |||||||||
Assets related to segments | 350,212 | ||||||||
Series B Preferred Stock [Member] | |||||||||
Schedule of the Financial Statements of our Balance Sheet Accounts of the Segments [Line Items] | |||||||||
Liabilities and Series B Preferred Stock related to segments | (1,327,839) | (909,359) | |||||||
Series B Preferred Stock [Member] | Verticals and technology [Member] | |||||||||
Schedule of the Financial Statements of our Balance Sheet Accounts of the Segments [Line Items] | |||||||||
Liabilities and Series B Preferred Stock related to segments | (8,507) | (18,406) | [1] | ||||||
Series B Preferred Stock [Member] | Online stock trading [Member] | |||||||||
Schedule of the Financial Statements of our Balance Sheet Accounts of the Segments [Line Items] | |||||||||
Liabilities and Series B Preferred Stock related to segments | (1,430) | (3,911) | [2] | ||||||
Series B Preferred Stock [Member] | Comprehensive Platform Service [Member] | |||||||||
Schedule of the Financial Statements of our Balance Sheet Accounts of the Segments [Line Items] | |||||||||
Liabilities and Series B Preferred Stock related to segments | (699,252) | [3] | (877,353) | [4] | |||||
Series B Preferred Stock [Member] | Food Processing [Member] | |||||||||
Schedule of the Financial Statements of our Balance Sheet Accounts of the Segments [Line Items] | |||||||||
Liabilities and Series B Preferred Stock related to segments | [5] | (106,958) | |||||||
Series B Preferred Stock [Member] | Corporate and others [Member] | |||||||||
Schedule of the Financial Statements of our Balance Sheet Accounts of the Segments [Line Items] | |||||||||
Liabilities and Series B Preferred Stock related to segments | (226,783) | $ (9,689) | |||||||
Series B Preferred Stock [Member] | Export and Commodity Trading [Member] | |||||||||
Schedule of the Financial Statements of our Balance Sheet Accounts of the Segments [Line Items] | |||||||||
Liabilities and Series B Preferred Stock related to segments | $ (284,909) | ||||||||
[1] Includes $17,009 of intangible assets and $19,788 goodwill, derived from the GFHI Acquisition. Includes $1,226 of intangible assets. Includes $145,280 of intangible assets and $165,603 goodwill, derived from Tingo Mobile acquisition. Includes $167,143 of intangible assets and $81,459 goodwill, derived from the Tingo Mobile acquisition. Includes $135,459 of intangible assets and $46,246 goodwill, derived from the Tingo Foods acquisition. |
Trade Accounts Receivable, Ne_2
Trade Accounts Receivable, Net (Details) - Schedule of Accounts Receivable - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule of Accounts Receivable [Abstract] | |||
Trade accounts receivable | $ 362,346 | $ 14,553 | |
Allowance for doubtful accounts | (3,161) | (3,012) | $ (2,606) |
Total | $ 359,185 | $ 11,541 |
Trade Accounts Receivable, Ne_3
Trade Accounts Receivable, Net (Details) - Schedule of Allowance for Doubtful Accounts - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Schedule of Allowance for Doubtful Accounts [Abstract] | ||
Beginning balance | $ 3,012 | $ 2,606 |
Provision | 1,630 | 618 |
Recovery | (966) | |
Exchange rate fluctuation | (515) | (212) |
Ending balance | $ 3,161 | $ 3,012 |
Other Current Assets (Details)
Other Current Assets (Details) - Schedule of Other Current Assets - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Schedule of Other Current Assets [Abstract] | ||
Prepaid expenses | $ 156 | $ 1,019 |
Advance to suppliers | 193,186 | 2,821 |
Deposit | 273 | 287 |
Other receivables | 6,790 | 1,701 |
Other current assets total | $ 200,405 | $ 5,828 |
Related Parties (Details)
Related Parties (Details) - USD ($) | Sep. 15, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 01, 2022 |
Related Parties [Abstract] | ||||
Cash payment | $ 2,000,000 | |||
Common stock | 5,000,000 | 236,270,476 | 157,599,882 | 26,042,808 |
Related Parties (Details) - Sch
Related Parties (Details) - Schedule of Current Assets – Related Parties - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | |
Schedule of Current Assets Related Parties [Line Items] | |||
Current assets- related parties | $ 8,953 | $ 13,491 | |
Shareholders of All Weather [Member] | |||
Schedule of Current Assets Related Parties [Line Items] | |||
Current assets- related parties | 4,603 | ||
Beijing Fucheng Lianbao Technology Co. [Member] | |||
Schedule of Current Assets Related Parties [Line Items] | |||
Current assets- related parties | 267 | ||
Loan to Tingo Inc. [Member] | |||
Schedule of Current Assets Related Parties [Line Items] | |||
Current assets- related parties | [1] | 8,219 | 8,099 |
Beijing Fucheng Prospect Technology Co., Ltd. [Member] | |||
Schedule of Current Assets Related Parties [Line Items] | |||
Current assets- related parties | 346 | ||
Shareholders of Guangxi Zhongtong [Member] | |||
Schedule of Current Assets Related Parties [Line Items] | |||
Current assets- related parties | $ 388 | $ 522 | |
[1] Tingo’s loan- as discussed in Note 1. |
Related Parties (Details) - S_2
Related Parties (Details) - Schedule of Current Liabilities – Related Parties - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Schedule of Current Liabilities Related Parties [Line Items] | ||
Current liabilities – related parties | $ 57,682 | $ 57,506 |
Beijing Century Tianyuan Business Management Co., LTD [Member] | ||
Schedule of Current Liabilities Related Parties [Line Items] | ||
Current liabilities – related parties | 174 | 308 |
Beijing Global Credit Financial Analysis Technology Co., LTD [Member] | ||
Schedule of Current Liabilities Related Parties [Line Items] | ||
Current liabilities – related parties | 658 | |
Beijing Internet New Network Technology Development Co. LTD [Member] | ||
Schedule of Current Liabilities Related Parties [Line Items] | ||
Current liabilities – related parties | 465 | |
Shareholders of All Weather [Member] | ||
Schedule of Current Liabilities Related Parties [Line Items] | ||
Current liabilities – related parties | 204 | 659 |
Shareholders of Tingo Group Holdings [Member] | ||
Schedule of Current Liabilities Related Parties [Line Items] | ||
Current liabilities – related parties | 1,948 | |
Shareholders of Tingo Mobile Limited [Member] | ||
Schedule of Current Liabilities Related Parties [Line Items] | ||
Current liabilities – related parties | $ 54,233 | $ 56,539 |
Commitment and Contingencies (D
Commitment and Contingencies (Details) - USD ($) $ in Thousands | 9 Months Ended | ||||
Sep. 30, 2023 | Oct. 13, 2023 | Sep. 27, 2023 | Sep. 22, 2023 | Apr. 18, 2023 | |
Commitment and Contingencies [Line Items] | |||||
Deposit shares (in Shares) | 13,167,641 | 5,682,501 | 6,151,428 | 5,000,000 | |
Additional shares (in Shares) | 5,682,501 | ||||
Aggregate damages | $ 17,000 | ||||
Expense in amount | $ 16,591 | ||||
Altium Growth Fund [Member] | |||||
Commitment and Contingencies [Line Items] | |||||
Purchase certain warrants | $ 13,426 |
Commitment and Contingencies _2
Commitment and Contingencies (Details) - Schedule of Contractual Obligations $ in Thousands | Sep. 30, 2023 USD ($) |
Office leases commitment [Member] | |
Schedule of Contractual Obligations [Line Items] | |
Less than 1 year | $ 250 |
1-3 year | 835 |
3-5 year | 41 |
5+ year | |
Total | 1,126 |
Short-term debt obligations Commitment [Member] | |
Schedule of Contractual Obligations [Line Items] | |
Less than 1 year | 164 |
1-3 year | |
3-5 year | |
5+ year | |
Total | 164 |
Services Contract Commitment [Member] | |
Schedule of Contractual Obligations [Line Items] | |
Less than 1 year | 205 |
1-3 year | 811 |
3-5 year | 256 |
5+ year | |
Total | 1,272 |
Total [Member] | |
Schedule of Contractual Obligations [Line Items] | |
Less than 1 year | 619 |
1-3 year | 1,646 |
3-5 year | 297 |
5+ year | |
Total | $ 2,562 |
Operating Leases (Details)
Operating Leases (Details) | Sep. 30, 2023 |
Operating Leases [Abstract] | |
Operating lease remaining term | 4 years |
Operating lease initial term | 12 months |
Operating Leases (Details) - Sc
Operating Leases (Details) - Schedule of Leases by Balance Sheet - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Assets | ||
Right-of-use assets | $ 1,132 | $ 2,260 |
Liabilities | ||
Lease liabilities- current portion | 690 | 1,215 |
Lease liabilities- long term | 382 | 905 |
Total Lease liabilities | $ 1,072 | $ 2,120 |
Operating Leases (Details) - _2
Operating Leases (Details) - Schedule of Operating Lease Expenses - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Schedule of Operating Lease Expenses [Abstract] | ||||
Operating lease cost | $ 210 | $ 530 | $ 1,166 | $ 1,203 |
Operating Leases (Details) - _3
Operating Leases (Details) - Schedule of Operating Lease Liabilities - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | |
Schedule of Operating Lease Liabilities [Abstract] | |||
2023 | [1] | $ 250 | |
2024 | 556 | ||
2025 | 260 | ||
2026 | 19 | ||
2027 | 15 | ||
Thereafter | 26 | ||
Total lease payment | 1,126 | ||
Less: imputed interest | (54) | ||
Total lease liabilities | $ 1,072 | $ 2,120 | |
[1] Not include operating leases with a term less than one year. |
Operating Leases (Details) - _4
Operating Leases (Details) - Schedule of Lease Term and Discount Rate | Sep. 30, 2023 |
Schedule of Lease Term and Discount Rate [Abstract] | |
Weighted-average remaining lease term (years) – operating leases | 1 year 10 months 20 days |
Weighted average discount rate – operating leases | 5.70% |
Operating Leases (Details) - _5
Operating Leases (Details) - Schedule of Operating Lease Revenue - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2023 | Sep. 30, 2023 | |
Schedule of Operating Lease Revenue [Abstract] | ||
Fixed contractual payments | $ 68,220 | $ 284,570 |
Operating Leases (Details) - _6
Operating Leases (Details) - Schedule of Future Lease Payments $ in Thousands | Dec. 31, 2022 USD ($) |
Schedule of Future Lease Payments [Abstract] | |
2023 | $ 95,559 |
2024 | 157,454 |
2025 | |
2026 | |
2027 | |
Thereafter |
Provision for Income Taxes (Det
Provision for Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Dec. 31, 2020 | |
Provision for Income Taxes (Details) [Line Items] | ||||
Statutory federal income tax rate | 30% | |||
Operating loss carry forward | $ 138,484 | $ 138,484 | ||
Operating loss carry forward balance | 5,115 | 5,115 | ||
Operating loss carry forward remaining balance | $ 133,369 | 133,369 | ||
United States [Member] | ||||
Provision for Income Taxes (Details) [Line Items] | ||||
Statutory federal income tax rate | 21% | 21% | 21% | |
Israel [Member] | ||||
Provision for Income Taxes (Details) [Line Items] | ||||
Operating loss carry forward | $ 9,821 | $ 9,821 | ||
General tax rate | 23% | 23% | ||
China [Member] | ||||
Provision for Income Taxes (Details) [Line Items] | ||||
Statutory federal income tax rate | 25% | |||
Operating loss carry forward | $ 17,310 | $ 17,310 | ||
HONG KONG | ||||
Provision for Income Taxes (Details) [Line Items] | ||||
Profits tax, description | Hong Kong profits tax for a corporation from the year of assessment 2018/2019 onwards is generally 8.25% on assessable profits up to HK$2,000; and 16.5% on any part of assessable profits over HK$2,000. | |||
Singapore [Member] | ||||
Provision for Income Taxes (Details) [Line Items] | ||||
Operating loss carry forward | 1,239 | $ 1,239 | ||
Income tax rate | 17% | |||
Carried forward term | 5 years | |||
Australia [Member] | ||||
Provision for Income Taxes (Details) [Line Items] | ||||
Operating loss carry forward | 154 | $ 154 | ||
Income tax rate | 25% | |||
Nigeria [Member] | ||||
Provision for Income Taxes (Details) [Line Items] | ||||
Operating loss carry forward | ||||
General tax rate | 30% | |||
Dubai [Member] | ||||
Provision for Income Taxes (Details) [Line Items] | ||||
General tax rate | 0% | |||
Magpie Securities Limited [Member] | ||||
Provision for Income Taxes (Details) [Line Items] | ||||
Tax loss carry forward | $ 19,454 | |||
BI Intermediate Limited [Member] | ||||
Provision for Income Taxes (Details) [Line Items] | ||||
Operating loss carry forward | $ 7,869 | $ 7,869 |
Provision for Income Taxes (D_2
Provision for Income Taxes (Details) - Schedule of Profit (Loss) Before Income Taxes - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Schedule of Provision for Taxes [Abstract] | ||||
Domestic | $ (62,532) | $ (3,204) | $ (78,253) | $ (13,055) |
Foreign | 99,763 | (5,443) | 536,134 | (19,583) |
Total | 37,231 | (8,647) | 457,881 | (32,638) |
Domestic | 124 | 248 | ||
Foreign | 20,298 | 177,405 | ||
Total | 20,298 | 177,529 | 248 | |
Domestic | ||||
Foreign | (3,559) | (701) | (13,095) | (2,030) |
Total | (3,559) | (701) | (13,095) | (2,030) |
Total Income tax expenses (benefit) | $ 16,739 | $ (701) | $ 164,434 | $ (1,782) |
Provision for Income Taxes (D_3
Provision for Income Taxes (Details) - Schedule of Deferred Taxes - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Deferred tax assets | ||
Provisions for employee rights and other temporary differences | $ 27 | $ 234 |
Provisions for bad debt | 847 | 753 |
Net operating loss carry forward | 40,348 | 21,839 |
Valuation allowance | (41,222) | (19,165) |
Deferred tax assets, net of valuation allowance | 3,661 | |
Deferred tax liabilities | ||
Recognition of intangible assets arising from business combinations | (105,460) | (89,597) |
Deferred tax assets (liabilities), net | $ (105,460) | $ (85,936) |
Impairment of Intangible Asse_2
Impairment of Intangible Assets (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Impairment of Intangible Assets (Details) [Line Items] | |
Impairment charges | $ 14,397 |
Intangible assets after tax | 11,924 |
Intangible assets fair value | |
After tax | 1,253 |
Verticals and technology [Member] | |
Impairment of Intangible Assets (Details) [Line Items] | |
Impairment charges | 1,253 |
Intangible assets fair value | |
Pre-tax | $ 1,253 |
Goodwill (Details)
Goodwill (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Goodwill [Abstract] | |
Pre-tax non-cash impairment | $ 19,788 |
Goodwill (Details) - Schedule o
Goodwill (Details) - Schedule of Goodwill - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Verticals and Technology [Member] | ||
Schedule of Goodwill [Line Items] | ||
Balance beginning | $ 19,788 | $ 19,788 |
Acquisitions | ||
Impairment loss | (19,788) | |
Adjustments to purchase price allocations | ||
Balance ending | 19,788 | |
Food Processing [Member] | ||
Schedule of Goodwill [Line Items] | ||
Balance beginning | ||
Acquisitions | 46,246 | |
Impairment loss | ||
Adjustments to purchase price allocations | ||
Balance ending | 46,246 | |
Comprehensive Platform Service [Member] | ||
Schedule of Goodwill [Line Items] | ||
Balance beginning | 81,459 | |
Acquisitions | 81,459 | |
Impairment loss | ||
Adjustments to purchase price allocations | 84,144 | |
Balance ending | 165,603 | 81,459 |
Corporate and others [Member] | ||
Schedule of Goodwill [Line Items] | ||
Balance beginning | ||
Acquisitions | ||
Impairment loss | ||
Adjustments to purchase price allocations | ||
Balance ending | ||
Online Stock Trading [Member] | ||
Schedule of Goodwill [Line Items] | ||
Balance beginning | ||
Acquisitions | ||
Impairment loss | ||
Adjustments to purchase price allocations | ||
Balance ending | ||
Consolidated [Member] | ||
Schedule of Goodwill [Line Items] | ||
Balance beginning | 101,247 | 19,788 |
Acquisitions | 46,246 | 81,459 |
Impairment loss | (19,788) | |
Adjustments to purchase price allocations | 84,144 | |
Balance ending | $ 211,849 | $ 101,247 |
Subsequent Events (Details)
Subsequent Events (Details) - Mr.Ayalon [Member] - Subsequent Event [Member] | Oct. 01, 2023 USD ($) |
Subsequent Events [Line Items] | |
Consulting agreement term | 2 years |
Incentives [Member] | |
Subsequent Events [Line Items] | |
Equity incentives | $ 2,500,000 |
Deferred Bonus [Member] | |
Subsequent Events [Line Items] | |
Bonuses of compensation amount | $ 500,000 |