Mmobuosi Odogwu Banye (a/k/a Dozy Mmobuosi), Tingo Group, Inc., Agri-Fintech Holdings, Inc. (f/k/a Tingo Inc.), and Tingo International Holdings, Inc.

U.S. SECURITIES AND EXCHANGE COMMISSION
Litigation Release No. 26086 / August 29, 2024

Securities and Exchange Commission v. Mmobuosi Odogwu Banye (a/k/a Dozy Mmobuosi), Tingo Group, Inc., Agri-Fintech Holdings, Inc. (f/k/a Tingo Inc.), and Tingo International Holdings, Inc., No. 23-civ-10928 (S.D.N.Y. filed Dec. 18, 2023)

SEC Obtains Default Judgment and More than $250 Million in Monetary Relief Against Tingo Mobile Founder and Three U.S. Companies Charged with Massive Fraud

On August 28, 2024, the U.S. District Court for the Southern District of New York entered final judgments against Mmobuosi Odogwu Banye a/k/a Dozy Mmobuosi and three affiliated U.S.-based entities of which he was the CEO, in connection with a multi-year scheme to inflate the financial performance metrics of his companies and key operating subsidiaries to defraud investors worldwide.

The SEC’s complaint[A1] , filed on Dec. 18, 2023, alleges, since at least 2019, Mmobuosi spearheaded a scheme to fabricate financial statements and other documents of three entities, Tingo Group Inc., Agri-Fintech Holdings Inc., and Tingo International Holdings Inc. and their Nigerian operating subsidiaries, Tingo Mobile Limited and Tingo Foods PLC. The complaint further alleges that Mmobuosi made and caused the entities to make material misrepresentations about their business operations and financial success in press releases, periodic SEC filings, and other public statements. According to the complaint, Tingo Group’s fiscal year 2022 Form 10-K filed in March 2023 reported a cash and cash equivalent balance of $461.7 million in its subsidiary Tingo Mobile’s Nigerian bank accounts when in reality those same bank accounts had a combined balance of less than $50 as of the end of fiscal year 2022. As alleged in the complaint, Defendants also fabricated the customer relationships that formed the basis of their purported businesses. The complaint also alleges that Mmobuosi and the entities he controlled fraudulently obtained hundreds of millions in money or property through these schemes, and that Mmobuosi siphoned off funds for his personal benefit, including purchases of luxury cars and travel on private jets, as well as an unsuccessful attempt to acquire an English Football Club Premier League team, among other things.

The judgments, entered on the basis of default, enjoin Mmobuosi, Tingo Group, Agri-Fintech Holdings, and Tingo International Holdings from violating the anti-fraud provisions of Section 17(a) of the Securities Act of 1933 and Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder. The judgments also enjoin Tingo Group and Agri-Fintech from violating the reporting, books and records, and internal control provisions of Sections 13(a), 13(b)(2)(A) and 13(b)(2)(B) of the Exchange Act and Exchange Act Rules 12b-20, 13a-1, 13a-11, and 13a-13, and enjoin Mmobuosi from aiding and abetting violations of the same. The judgments also enjoin Mmobuosi from violating the lying to auditors, certification, and falsification of books and records provisions of Section 13(b)(5) of the Exchange Act and Exchange Act Rules 13a-14, 13b2-1, 13b2-2(a), and 13b2-2(b), and periodic filing requirements of Section 16(a) of the Exchange Act and Rule 16a-3 thereunder. The judgment against Mmobuosi includes a bar from serving as an officer or director of a public company, a penny stock bar, and a bar from participating in the purchase, sale, offer, or issuance of any security. Tingo International and Mmobuosi are ordered jointly and severally to pay disgorgement of $156,672,705.86 with prejudgment interest of $20,193,871.58, and to disgorge for cancellation all shares of Agri-Fintech stock that Tingo International and Mmobuosi own. Agri-Fintech and Mmobuosi are ordered jointly and severally to pay disgorgement of $12,164,000.00 with prejudgment interest of $574,682.90 and to disgorge for cancellation all shares of Tingo Group stock that Agri-Fintech and Mmobuosi own. Mmobuosi is also ordered to pay disgorgement of $27,632,627.93 with prejudgment interest of $2,032,811.14, to disgorge for cancellation the $204,000,000.00 promissory note inuring to his benefit against Tingo Group, and a civil penalty of $31,908,704.21. Tingo Group, Agri-Fintech, and Tingo International are also ordered to pay a civil penalty of $1,152,314.00 each.

The SEC’s litigation was led by David Zetlin-Jones and Michael S. DiBattista, who were supervised by Alexander Vasilescu, with assistance from the investigative staff who conducted the underlying litigation: Mr. DiBattista, Jeremy Brandt, Christopher Mele, Gerald Gross, and Rebecca Reilly, who were supervised by Tejal D. Shah, all of the SEC’s New York Regional Office.