On 3 September 2025, the United States Securities and Exchange Commission (US SEC) issued an order instituting public administrative proceedings against Agri-Fintech Holdings, Inc. The Nevada corporation, formerly known as Tingo, Inc., has failed to meet its reporting obligations under the Securities Exchange Act of 1934. The US SEC alleges that Agri-Fintech has not filed any periodic reports since June 2023, leaving investors without current and accurate financial disclosures. The proceeding, brought under Section 12(j) of the Exchange Act, will determine whether the registration of the company’s securities should be suspended or revoked. Investors and market participants should note that failure to comply with periodic reporting requirements is grounds for deregistration, cutting off access to US public markets.
“The Securities and Exchange Commission deems it necessary and appropriate for the protection of investors that public administrative proceedings be, and hereby are, instituted pursuant to Section 12(j) of the Securities Exchange Act of 1934 against the respondent named in the caption (‘Respondent’).”
The respondent is Agri-Fintech Holdings, Inc. (f/k/a Tingo, Inc.), a revoked Nevada corporation located in Draper, Utah. The company’s securities are registered under Exchange Act Section 12(g).
The US SEC’s Division of Enforcement alleges repeated violations of Section 13(a) of the United States Securities Exchange Act and Rules 13a-1 and 13a-13, which require issuers to file annual and quarterly reports.
“Agri-Fintech is delinquent in its periodic filings with the Commission, having not filed any periodic reports since it filed a Form 10-Q for the period ended June 30, 2023, which reported a net loss of $11,222,527 for the prior three months. As of August 4, 2025, the common stock of Agri-Fintech was not publicly quoted or traded.”
The US SEC has moved under Section 12(j), that allows it to suspend or revoke a company’s registration. Revocation would effectively end the company’s ability to have its securities publicly traded.
The US SEC will now determine:
“Whether it is necessary and appropriate for the protection of investors to suspend for a period not exceeding twelve months, or revoke the registration of each class of securities registered pursuant to Section 12 of the Exchange Act of the Respondent…”
The respondent must file an Answer within 10 days, and a prehearing conference is mandated within 14 days. Failure to respond may result in default, with allegations deemed true.
(Source: https://www.sec.gov/files/litigation/admin/2025/34-103840.pdf)
