UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~April~~June 241, 2023

~~TINGO~~AGRI-FINTECH HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter)

Nevada	333-205835	83-0549737
(State or Other Jurisdiction	(Commission File	(IRS Employer
Of Incorporation)	Number)	Identification No.)

11650 South State Street, Suite 240

Draper, UT

84020

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (385) 463-8168

Tingo, Inc.

43 West 23^rd Street, 2^ndFloor, New York, NY 10010

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-k filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 24, 2023, Christophe Charlier resigned from his service on the registrant’s Board of Directors. Mr. Charlier had been appointed to the Board on September 15, 2021. Mr. Charlier furnished the registrant a letter in connection with his resignation which is attached as Exhibit 17 to this Current Report.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On April 27, 2023, holders of a majority of the outstanding voting securities of Tingo, Inc. (the “Company”) approved the amendment and restatement of the Company’s Articles of Incorporation (“Restated Articles”) changing the Company’s corporate name to “Agri-Fintech Holdings, Inc.: A copy of the Restated Articles is attached to this Current Report as Exhibit 3(i). The filing of the Restated Articles and change of the Company’s corporate name will not become effective until 20 days have elapsed following notice to all non-consenting shareholders.

Item 5.07

Submission of Matters to a Vote of Security Holders.

OnAt ~~April~~the 27Annual Meeting of Stockholders held on June 1, 2023 (“Annual Meeting”), ~~holders~~the stockholders of aAgri-Fintech ~~majority~~Holdings, ofInc. ~~the outstanding~~(formerly ~~voting~~known ~~securities~~as ofTingo, Inc.) (the “Company”) voted ~~approved~~on ~~the~~three ~~Restated~~proposals ~~Articles~~which ~~and~~are ~~the~~described ~~change~~in ofdetail in the Company’s ~~corporate~~Proxy ~~name~~Statement tofiled ~~“Agri-Fintech~~with the Securities and Exchange Commission ~~Holdings~~on May 1, ~~Inc.”~~2023: ~~The~~(i) ~~filing~~to elect nine director nominees, each for a term of ~~the~~one ~~Restated~~year ~~Articles~~(“Proposal ~~and~~1”), ~~change~~(ii) to ratify the appointment of Gries & Associates, LLC as the Company’s ~~corporate~~independent ~~name~~accountants ~~will~~for ~~not~~the ~~become~~fiscal ~~effective~~year ~~until 20~~ended ~~days~~December ~~have~~31, ~~elapsed~~2023 ~~following~~(“Proposal 2”), ~~notice~~and (iii) to ~~all~~approve on a non-~~consenting~~binding ~~shareholders~~advisory basis, the compensation paid to the Company’s named executive officers in 2022 (“Proposal 3”).

~~Item~~The 9number of votes present at the Annual Meeting represented in person or by proxy was 1,527,212,858, or 81.0134% ~~Financial~~of ~~Statements~~the total voting power of all Class A and ~~Exhibits~~Class B common stock outstanding.

~~(d)~~A ~~Exhibits.~~voting report was produced by the Secretary of the Company serving as Inspector of Elections for the Annual Meeting, certifying the following results:

	3(i)	Amended and Restated Articles of Incorporation of Agri-Fintech Holdings, Inc., fka Tingo, Inc.
	17	Correspondence from Christophe Charlier.
	104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

Proposal 1 (election of directors):

Board of Directors Nominees	For	Withheld
Adewale Adebayo	1,527,212,858	0
John J. Brown	1,527,212,858	0
Christopher Cleverly	1,527,212,858	0
Gurjinder Johal	1,527,212,858	0
Leslie Kasumba	1,527,212,858	0
Dozy Mmobuosi	1,527,212,858	0
Onyekachi Onubogu	1,527,212,858	0
Dakshesh Patel	1,527,212,858	0
Derrick Randall	1,527,212,858	0

There were no votes against or abstained with respect to any director nominee.

Proposal 2 (ratification of auditors for fiscal 2023):

For		Against		Abstained
1,527,212,858		0		0

Proposal 3 (non-binding approval of executive compensation in 2022):

For		Against		Abstained
1,527,212,858		0		0

Brokers did not have discretionary voting authority on any of the Proposals.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Tingo, Inc.
	Agri-Fintech Holdings, Inc.
Date: April 27, 2023	By:	/s/ Kenneth Denos
	(formerly, Tingo, Inc.)
		Name:	Kenneth Denos
Date: June 5, 2023	By:	/s/ Kenneth Denos
		Title:	Secretary
		Name: Kenneth Denos
		Title: Secretary

Filing Compare · AGRI-FINTECH HOLDINGS, INC.