Item 1.01 Entry into a Material Definitive Agreement.
As previously disclosed, on
On
Amendment No. 3 is filed as Exhibit 2.1 to this Current Report on Form 8-K and the foregoing description is qualified in its entirety by reference to the full text of Amendment No. 3.
Additional Information
In connection with the proposed business combination between MEOA and Digerati
(the "Business Combination"), MEOA has filed with the
Participants in the Solicitation
MEOA, Digerati and their respective directors, executive officers, other members
of management, and employees, under
1 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, (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
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.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
The following exhibits are being filed herewith:
Exhibit Number Description 2.1 Amendment No. 1 to Business Combination Agreement, dated as ofMay 1, 2023 , by and amongMinority Equality Opportunities Acquisition Inc. ,MEOA Merger Sub, Inc. and Digerati Technologies, Inc. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) *** 2
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