Current Report Filing (8-k)
22 Junio 2023 - 4:27PM
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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 15, 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 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.
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 22, 2023 |
Minority Equality Opportunities Acquisition Inc. |
| |
|
| |
By: |
/s/ Shawn D. Rochester |
| |
Name: |
Shawn D. Rochester |
| |
Title: |
Chief Executive Officer |
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