UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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| Title of each class | Trading symbol | Name of exchange on which registered | ||
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Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
On January 12, 2024, the Company was notified (the “Notification Letter”) by the Nasdaq Listing Qualifications (“Nasdaq”) that it is not in compliance with the Nasdaq’s audit committee requirements as set forth in Listing Rule 5605, which stipulates that an audit committee must have at least three members, each of whom must be an independent director. The non-compliance has arisen due to the resignation of Mr. Jamal Khurshid from the Company’s Board of Directors and audit committee on December 20, 2023.
The Notification Letter, consistent with Listing Rule 5605(c)(4), states that Nasdaq will provide the Company a cure period in order to regain compliance, which is defined as follows: (i) until the earlier of the Company’s next annual shareholders’ meeting or December 20, 2024; or (ii) if the next annual shareholders’ meeting is held before June 17, 2024, then the Company must evidence compliance no later than June 17, 2024.
The Company will be included in this list of all non-compliant Nasdaq companies commencing five business days from the date of this letter.
The Company plans to appoint a third independent director to its audit committee within the cure period and will inform Nasdaq as required.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 99.2 | Letter from Nasdaq dated January 12, 2024 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: January 17, 2024 | TINGO GROUP, INC. | ||
| By: | /s/ Kenneth Denos | ||
| Name: | Kenneth Denos | ||
| Title: | Chief Executive Officer | ||
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