Item 1.02 Termination of a Material Definitive Agreement.
As previously disclosed, on August 30, 2022, Digerati Technologies, Inc., a
Nevada corporation ("Digerati") entered into a Business Combination Agreement
(the "Original Business Combination Agreement"), by and among Digerati, Minority
Equality Opportunities Acquisition Inc., a Delaware corporation ("MEOA"), and
MEOA Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of
MEOA ("Merger Sub").
As previously disclosed, on February 14, February 24, May 1, and May 30, 2023,
the parties to the Business Combination Agreement entered into four amendments
to the Original Business Combination Agreement (the Original Business
Combination Agreement, as amended by each amendment, the "Business Combination
Agreement").
As previously disclosed, the Business Combination Agreement provided, among
other things, that Merger Sub was to merge with and into Digerati, with Digerati
as the surviving company in the merger and, after giving effect to such merger,
Digerati being a wholly-owned subsidiary of MEOA (the "Merger"). In addition,
MEOA was to be renamed Verve Technologies Corporation. In accordance with the
terms and subject to the conditions of the Business Combination Agreement, at
the closing, among other things, each share of Digerati common stock outstanding
as of immediately prior to the closing was to be exchanged for shares of MEOA
common stock, par value $0.0001 per share, based upon the exchange ratio set
forth in the Business Combination Agreement.
On June 15, 2023, Digerati terminated the Business Combination Agreement
pursuant to Section 7.1(d) of the Business Combination Agreement. Digerati
terminated the Business Combination Agreement because the transaction did not
close on or prior to the June 15, 2023 termination date of the Business
Combination Agreement. Prior to June 15th, The Nasdaq Stock Market had halted
the trading of the securities of MEOA since May 24th. Following this halt, the
parties to the Business Combination Agreement did not obtain, prior to June
15th, Nasdaq's approval of the initial listing application for the combined
company in connection with the transactions contemplated by the Business
Combination Agreement.
As of June 22, 2023, neither party has sought a termination fee pursuant to the
Business Combination Agreement.
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