UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
The
Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): June 12, 2023
MINORITY
EQUALITY OPPORTUNITIES ACQUISITION INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-40756 |
|
86-3436718 |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification No.) |
100
Executive Court
Waxahachie,
Texas 75165
(Address
of principal executive offices, including zip code)
(214)
444-7321
(Registrant’s
telephone number, including area code)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☒ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class: |
|
Trading
symbol |
|
Name
of each exchange on which registered |
| Units,
each consisting of one share of Class A Common Stock, and one Warrant |
|
MEOAU |
|
The
Nasdaq Stock Market LLC |
| Class
A Common Stock, par value $0.0001 per share |
|
MEOA |
|
The
Nasdaq Stock Market LLC |
| Warrants,
each warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share |
|
MEOAW |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR§230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 8.01.
Other Events.
On
May 3, 2023, Minority Equality Opportunities Acquisition Inc. (“MEOA” or the “Company”) filed 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 that
certain Business Combination Agreement by and among MEOA, Digerati Technologies, Inc. (“Digerati”) and MEOA Merger
Sub, Inc., and the business combination contemplated thereby (the “Business Combination”).
On
May 24, 2023, MEOA determined to postpone the Special Meeting until Friday, May 26, 2023, and on each of May 25, 2023 and May 31, 2023
MEOA determined to further postpone the Special Meeting.
On
June 12, 2023, MEOA determined to further postpone the Special Meeting until a date, on or prior to June 30, 2023, to be determined by
MEOA. At such time as the date and time of the Special Meeting, as postponed, is determined, MEOA shall issue a press release and file
and Current Report on Form 8-K providing such information to its stockholders. MEOA shall endeavor to publicly disclose the date and
time of the Special Meeting, as postponed, not less than forty-eight (48) hours in advance of the Special Meeting.
The
purpose of the postponement of the Special Meeting is to allow MEOA and Digerati additional time to satisfy certain of the conditions
to the closing of the Business Combination, including the approval of the application to list the securities of the combined company
resulting from the Business Combination on the Nasdaq Stock Market. MEOA and Digerati will continue to work on closing the Business Combination
as soon as possible following its approval by the stockholders of each of MEOA and Digerati and the satisfaction or waiver of any applicable
closing conditions.
On
June 12, 2023, MEOA issued a press release announcing the further postponement of the Special Meeting, which is filed herewith as Exhibit
99.1 to this Current Report on Form 8-K 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.
Item
9.01. Financial Statements and Exhibits
(d)
Exhibits
The
following exhibits are being filed herewith:
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| June
12, 2023 |
Minority
Equality Opportunities Acquisition Inc. |
| |
|
| |
By: |
/s/
Shawn D. Rochester |
| |
Name: |
Shawn
D. Rochester |
| |
Title: |
Chief
Executive Officer |
3
Minority Equality Opport... (NASDAQ:MEOA)
Gráfica de Acción Histórica
De Oct 2024 a Nov 2024
Minority Equality Opport... (NASDAQ:MEOA)
Gráfica de Acción Histórica
De Nov 2023 a Nov 2024
