AGRI-FINTECH HOLDINGS, INC. - 30 Nov 2022 Form 4/A - Amendment Insider Report for Tingo Group, Inc.

Role: 10%+ Owner
Signature: /s/ Kenneth I. Denos, Secretary
Issuer symbol: N/A
Transactions as of: 30 Nov 2022
Net transactions value: -$8,895,907
Form type: 4/A - Amendment
Filing time: 25 Oct 2023, 15:21:40 UTC
Date Of Original Report: 16 Oct 2023
Previous filing: 23 Nov 2021
Next filing: 14 Feb 2023
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	TIO	Common Stock	Sale	$9,000,000	-10,000,000	-19%	$0.9000	41,826,483	13 Oct 2023	Direct	F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	TIO	Series B Preferred	Other	$104,093	+33,687		$3.09	33,687	30 Nov 2022	Common Stock	336,872,138	$3.09	Direct	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Amended to include Series B Preffered Stock of the Issuer which, upon the occurence of certain conditions, is convertible into 336,872,138 shares of common stock. The Series B Preffered Stock was received by the Reporting Person in connection with the closing, on November 30, 2022, of that certain Second Amended and Restated Agreement and Plan of Merger, dated October 6, 2022, among the Issuer, the Reporting Person, and representatives of the shareholders of each of the Issuer and the Reporting Person.
F2	Conversion price is determined by reference to the consideration received in connection within the transactions contemplated by the Merger Agreement. Although the Form requires a conversion price to be stated, no cash payment is required to convert the Series B Preferred Stock.

Content

Amended to include Series B Preffered Stock of the Issuer which, upon the occurence of certain conditions, is convertible into 336,872,138 shares of common stock. The Series B Preffered Stock was received by the Reporting Person in connection with the closing, on November 30, 2022, of that certain Second Amended and Restated Agreement and Plan of Merger, dated October 6, 2022, among the Issuer, the Reporting Person, and representatives of the shareholders of each of the Issuer and the Reporting Person.

Conversion price is determined by reference to the consideration received in connection within the transactions contemplated by the Merger Agreement. Although the Form requires a conversion price to be stated, no cash payment is required to convert the Series B Preferred Stock.