U.S. SECURITIES AND EXCHANGE COMMISSION
Litigation Release No. 25913 / December 18, 2023
Accounting and Auditing Enforcement Release No. 4478 / December 18, 2023
Securities and Exchange Commission v. Dozy Mmobuosi, et al. Civil Action No. 23-cv-10928 (S.D.N.Y. filed December 18, 2023)
SEC Charges Tingo Mobile Founder, Three Companies with Massive Fraud and Seeks Emergency Relief
The Securities and Exchange Commission today announced charges against Mmobuosi Odogwu Banye a/k/a Dozy Mmobuosi and three affiliated U.S.-based entities of which he is the CEO–Tingo Group Inc., Agri-Fintech Holdings Inc., and Tingo International Holdings Inc.–in connection with an alleged multi-year scheme to inflate the financial performance metrics of these companies and key operating subsidiaries to defraud investors worldwide. The SEC is seeking emergency relief to prevent Defendants’ continued dissemination of materially false information to investors and to protect corporate and investor assets.
The SEC’s complaint, filed on December 18, 2023, alleges that, since at least 2019, Mmobuosi spearheaded a scheme to fabricate financial statements and other documents of the three entities 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. For instance, 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. In reality, those same bank accounts allegedly had a combined balance of less than $50 as of the end of fiscal year 2022. According to the SEC’s complaint, Defendants also fabricated the customer relationships that formed the basis of their purported businesses. The complaint alleges that Mmobuosi and the entities he controls have fraudulently obtained hundreds of millions in money or property through these schemes, and that Mmobuosi has 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 SEC’s complaint, filed in U.S. District Court for the Southern District of New York, charges all four Defendants with violating the anti-fraud provisions of the federal securities laws and additionally charges Nasdaq-listed Tingo Group, OTC-traded Agri-Fintech, and Mmobuosi with reporting, books and records, and internal controls violations. It also charges Mmobuosi with lying to auditors, insider trading, and failing to file Forms 4 disclosing the sales of millions of Agri-Fintech common stock for which he was the ultimate beneficial owner. The complaint seeks permanent injunctive relief, disgorgement of ill-gotten gains and prejudgment interest, civil penalties, and the return, pursuant to Section 304 of the Sarbanes-Oxley Act, of bonuses and profits obtained by Mmobuosi from sales of Tingo Group or Agri-Fintech stock. The complaint also seeks an order prohibiting Mmobuosi from acting as an officer or director of a public company or from participating in the offering of any penny stock.
As part of the SEC’s emergency application, the SEC seeks an order to show cause and other temporary and preliminary relief against Defendants, including a temporary restraining order: (1) freezing Mmobuosi’s assets; (2) prohibiting TIH, Agri-Fintech and Tingo Group from transferring money or property or issuing shares to Mmobuosi; (3) enjoining Defendants from selling or otherwise disposing of their respective holding in Agri-Fintech and/or Tingo Group stock; (4) prohibiting Defendants and their agents from destroying, altering, or concealing records and documents; and (5) ordering Defendants to show cause why a preliminary injunction continuing the relief set forth in any temporary restraining order as well as ordering repatriation of proceeds and a sworn accounting should not be entered.
The SEC’s ongoing investigation is being conducted by Michael DiBattista, Christopher Mele, David Zetlin-Jones, Jeremy Brandt, Stephen Johnson, Elizabeth Baier, Gerald Gross, and Rebecca Reilly under the supervision of Tejal D. Shah, all of the SEC’s New York Regional Office. The litigation is being led by Mr. Zetlin-Jones, Mr. DiBattista, and Mr. Brandt. The SEC appreciates the assistance of Nasdaq’s Enforcement Department.