Change in Certifying Accountants - Form 8-K

Item 4.01. Changes in Registrant's Certifying Accountant

On January 16, 2024, Brightman Almagor Zohar & Co. Certified Public Accountant, a firm in the Deloitte Global Network ("Deloitte Israel") resigned as the independent registered public accounting firm of Tingo Group, Inc. (the "Company"), effective immediately.

The report of Deloitte Israel on the Company's consolidated financial statements as of and for the year ended December 31, 2022 contained no adverse opinion or disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope or accounting principle.

As disclosed in the Company's 8-K filed on December 26, 2023, following the Securities and Exchange commission ("SEC") complaint against the Company filed on December 18, 2023, the audit committee determined 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, 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, Deloitte Israel, should no longer be relied upon.

During the recent fiscal year ending December 31, 2022 and through the date of this Current Report, there have been no (i) disagreements with Deloitte Israel on any matter or accounting principles or practices, financial statement disclosure, or auditing scope or procedure, in connection with its report; or (ii) "reportable events" as defined in Item 304(a)(1)(v) of Regulation S-K, except that Deloitte Israel has advised the Company that information contained in the SEC complaint and other documents filed by the SEC on December 18, 2023 and the Department of Justice sealed indictment filed on November 15, 2023 which was unsealed on January 2, 2024, has led it to no longer be able to rely on management's representations, and has made it unwilling to be associated with the financial statements prepared by management.

The Company has provided Deloitte Israel with a copy of the above disclosures and requested that Deloitte Israel furnish the Company with a letter addressed to the Securities and Exchange Commission ("SEC") stating whether or not it agrees with the above statement. A copy of Deloitte's Israel letter, dated January 21, 2024 is filed as exhibit 16.1 to this Current Report of Form 8-K.