Item 4.02(a) Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

As previously disclosed by Tingo Group, Inc. (the "Company"), on December 18, 2023, the Securities & Exchange Commission ("SEC") filed a complaint against the Company alleging that its Financial Statements have been fabricated since at least 2019. On December 23, 2023, based on the complaint and the evidence in the SEC exhibits which contradicts certifications, representations and evidence previously provided by the Company and its management, the Audit Committee concluded that the Company's consolidated financial statements for 2022 included in the Company's Annual Report on Form 10-K for the year ended December 31, 2022 and associated report of the Company's independent registered public accounting firm, Brightman Almagor Zohar & Co. ("Deloitte Israel"), as well as the Company's consolidated financial statements for the first quarter of 2023 included in the Company's Quarterly Report on Form 10-Q for the three months ended March 31, 2023, its consolidated financial statements for the second quarter of 2023 included in the Company's Quarterly Report on Form 10-Q for the six and three months ended June 30, 2023 and its consolidated financial statements for the third quarter of 2023 included in the Company's Quarterly Report on Form 10-Q for the nine and three months ended September 30, 2023 and the financial statements of Tingo Foods PLC for the period from August 11, 2022 (inception) to the year ended December 31, 2022 and associated report of Deloitte Israel included in Form 8-K/A dated April 27, 2023 should no longer be relied upon.

The Company is in the process of carrying out further investigative work with the assistance of legal counsel and other advisors. Accordingly, having recently undertaken a detailed investigation into similar allegations made by a short seller, which was completed on August 30, 2023, the Company's further investigation work is taking into account the evidence provided by the SEC, with the intention of supporting its defense against the SEC's allegations.

The Company's management and the Audit Committee have discussed the matters disclosed in this report with Deloitte Israel.

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Tingo Group Inc. published this content on 26 December 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 26 December 2023 21:33:17 UTC.