Item 1.02. Termination of a Material Definitive Agreement.
As previously disclosed by Minority Equality Opportunities Acquisition Inc., a
Delaware corporation ("MEOA"), in a Current Report on Form 8-K that it filed
with the U.S. Securities and Exchange Commission on September 6, 2022, on August
30, 2022, MEOA, MEOA Merger Sub, Inc., a Delaware corporation and wholly-owned
subsidiary of MEOA, and Digerati Technologies, Inc., a Nevada corporation
("Digerati"), entered into a Business Combination Agreement (the "BCA"),
pursuant to which, among other things, MEOA Merger Sub, Inc. would merge with
and into Digerati, with Digerati as the surviving company in the merger and,
after giving effect to such merger, Digerati would be a wholly-owned subsidiary
of MEOA. On June 15, 2023, MEOA terminated the BCA, and abandoned the business
combination contemplated thereby, pursuant to Sections 7.1(d) and 7.1(k)
thereof, and delivered written notice of such termination to Digerati. The
termination of the BCA shall have the effects set forth in Section 7.2 of the
BCA.
On June 15, 2023, MEOA also received a letter from Digerati pursuant to which
Digerati informed MEOA that Digerati had determined to, and did thereby,
terminate the BCA pursuant to Section 7.1(d) of the BCA.
The termination of the BCA also terminates and makes void the Transaction
Support Agreements and the Sponsor Letter Agreement (each as defined in the
BCA), which were executed concurrently with the BCA.
Item 8.01. Other Events.
On May 3, 2023, MEOA filed with the Securities and Exchange Commission (the
"SEC") a definitive proxy statement / final prospectus with respect to a special
meeting of its stockholders to be held on Wednesday, May 24, 2023 at 10:00 a.m.
EDT (the "Special Meeting") to vote on, among other things, a proposal to adopt
and approve the BCA and the business combination contemplated thereby.
On May 24, 2023, MEOA determined to postpone the Special Meeting until Friday,
May 26, 2023, and on each of May 25, 2023, May 31, 2023 and June 12, 2023 MEOA
determined to further postpone the Special Meeting.
On June 15, 2023, in light of the termination of the BCA described in Item 1.02
above, MEOA determined to cancel the Special Meeting and to withdraw from
consideration by its stockholders the proposals set forth in the definitive
proxy statement / final prospectus filed with the SEC on May 3, 2023.
As a result of the cancellation of the Special Meeting, the public shares of
MEOA that were submitted for redemption in connection with the Special Meeting
will be returned to the holders of such public shares.
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