Item 8.01. Other Events.
On May 3, 2023, Minority
Equality Opportunities Acquisition Inc. (“MEOA”) filed a definitive proxy statement / final prospectus (the
“Final Proxy”) with respect to a special meeting of its stockholders to be held on Monday, May 22, 2023 at 10:00
a.m. EDT (the “Special Meeting”) to vote on, among other things, a proposal to approve an amendment to MEOA’s
amended and restated certificate of incorporation to extend the date by which MEOA must consummate its initial business combination from
May 30, 2023 up to three (3) one-month extensions to August 30, 2023, or such earlier date as determined by MEOA’s board of directors
(the “Extension Proposal”).
MEOA has determined to postpone the Special
Meeting until 2:00 p.m. EDT on Tuesday, May 23, 2023.
If MEOA’s stockholders approve the Extension
Proposal at the Special Meeting, MEOA can obtain up to three (3) one-month extensions to the deadline to complete a business combination,
provided that an additional $83,333.33 is deposited into the trust account maintained by Continental Stock Transfer & Trust Company
(the “Trustee”) under that certain Investment Management Trust Agreement dated as of August 25, 2021 by and
between MEOA and the Trustee for each month extended, for an aggregate deposit for the full three (3) month extension period of $250,000.
If MEOA’s stockholders do not approve the
Extension Proposal at the Special Meeting, then on May 30, 2023, MEOA will be required to cease its operations, and redeem or repurchase
100% of its Public Shares and then liquidate.
On May 22, 2023, MEOA issued a press release announcing
the postponement of the Special Meeting, which is filed herewith as Exhibit 99.1 to this report and which is incorporated herein by reference.
Additional Information
In
connection with the proposed business combination between MEOA and Digerati (the “Business Combination”),
MEOA has filed with the Securities and Exchange Commission (the “SEC”)
a registration statement on Form S-4 containing the proxy statement/prospectus relating to the BCA (the “Registration
Statement”), which the SEC has declared effective. On May 3, 2023, MEOA filed a definitive
proxy statement/final prospectus relating to the proposed Business Combination, and thereafter MEOA mailed that definitive proxy statement/final
prospectus and other relevant documents to its stockholders. This communication is not a substitute for the Registration Statement, the
definitive proxy statement/final prospectus or any other document that MEOA has sent or will send to its stockholders in connection with
the Business Combination. Investors and security holders of MEOA are advised to read the proxy statement/prospectus in
connection with MEOA’s solicitation of proxies for its special meeting of stockholders to be held to approve the Business Combination
(and related matters) because the proxy statement/prospectus contains important information about the Business Combination and the parties
to the Business Combination. The definitive proxy statement/final prospectus has been
mailed to stockholders of MEOA as of the record date established for voting on the Business Combination. Stockholders are also able to
obtain copies of the proxy statement/prospectus, without charge, at the SEC’s website at www.sec.gov or by directing a request to:
Minority Equality Opportunities Acquisition Inc., Attention: Shawn D. Rochester, Chief Executive Officer, 100 Executive Court, Waxahachie,
TX 75165.
Participants in the Solicitation
MEOA, Digerati and
their respective directors, executive officers, other members of management, and employees, under SEC rules, may be deemed to be participants
in the solicitation of proxies of MEOA’s stockholders in connection with the Business Combination. Investors and security
holders may obtain more detailed information regarding the names and interests in the Business Combination of MEOA’s directors and
officers in MEOA’s filings with the SEC, including the Registration Statement, which includes the definitive proxy statement of
MEOA for the Business Combination.
Forward Looking Statements
Certain statements made
herein that are not historical facts are forward-looking statements within the meaning of the “safe harbor” provisions of
the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, without limitation, MEOA’s and Digerati’s
expectations with respect to the proposed Business Combination, including statements regarding the benefits of the transaction, the anticipated
timing of the transaction, the implied valuation of Digerati, the products and services offered by Digerati and the markets in which it
operates, and the projected future results of Digerati. Words such as “believe,” “project,” “expect,”
“anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,”
“plan,” “may,” “should,” “will,” “would,” “will be,” “will
continue,” “will likely result,” and similar expressions are intended to identify such forward-looking statements. Forward-looking
statements are predictions, projections and other statements about future events that are based on current expectations and assumptions
and, as a result, are subject to significant risks and uncertainties that could cause the actual results to differ materially from the
expected results. Most of these factors are outside MEOA’s and Digerati’s control and are difficult to predict. Factors that
may cause actual future events to differ materially from the expected results, include, but are not limited to: (i) the risk that the
business combination transaction between Digerati and MEOA may not be completed in a timely manner or at all, which may adversely affect
the price of the securities of MEOA and Digerati, (ii) the risk that the transaction may not be completed by MEOA’s business combination
deadline, even if extended by its sponsor, (iii) the failure to satisfy the conditions to the consummation of the transaction, including
the adoption of the BCA by the stockholders of MEOA and Digerati, (iv) the occurrence of any event, change or other circumstance that
could give rise to the termination of the BCA, (v) the receipt of an unsolicited offer from another party for an alternative transaction
that could interfere with the Business Combination, (vi) the effect of the announcement or pendency of the transaction on Digerati’s
business relationships, performance, and business generally, (vii) the inability to recognize the anticipated benefits of the Business
Combination, which may be affected by, among other things, competition and the ability of the post-combination company to grow and manage
growth profitability and retain its key employees, (viii) costs related to the Business Combination, (ix) the outcome of any legal proceedings
that may be instituted against Digerati or MEOA following the announcement of the proposed Business Combination, (x) the ability to maintain
the listing of MEOA’s securities on Nasdaq, (xi) the ability to implement business plans, forecasts, and other expectations after
the completion of the proposed Business Combination, and identify and realize additional opportunities, (xii) the risk of downturns and
the possibility of rapid change in the highly competitive industry in which Digerati operates, (xiii) the risk that Digerati and its current
and future collaborators are unable to successfully develop and commercialize the products or services of Digerati, or experience significant
delays in doing so, including failure to achieve approval of its products or services by applicable federal and state regulators, (xiv)
the risk that Digerati may never achieve or sustain profitability, (xv) the risk that Digerati may need to raise additional capital to
execute its business plan, which many not be available on acceptable terms or at all, (xvi) the risk that third-party suppliers and manufacturers
are not able to fully and timely meet their obligations, (xvii) the risk of product liability or regulatory lawsuits or proceedings relating
to the products and services of Digerati, (xviii) the risk that Digerati is unable to secure or protect its intellectual property, (xix)
the risk that the securities of the post-combination company will not be approved for listing on Nasdaq or if approved, maintain the listing,
and (xx) other risks and uncertainties indicated in the filings that are made from time to time with the SEC by MEOA and Digerati (including
those under the “Risk Factors” sections therein). The foregoing list of factors is not exhaustive. Forward-looking statements
speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Digerati and
MEOA assume no obligation, and do not intend, to update or revise these forward-looking statements, whether as a result of new information,
future events, or otherwise.
Disclaimer
This communication is
for informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy any
securities or the solicitation of any vote in any jurisdiction pursuant to the Business Combination or otherwise, nor shall there be any
sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made
except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.