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)
May 1, 2023
Digerati Technologies, Inc.
(Exact name of registrant as specified in its charter)
| Nevada |
|
001-15687 |
|
74-2849995 |
(State or other jurisdiction
of incorporation) |
|
Commission File Number |
|
(IRS Employer
Identification No.) |
| 8023 Vantage Dr., Suite 660, San Antonio, TX |
|
78230 |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code (210) 614-7240
(Former name or former address, if changed since
last report)
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 (see
General Instruction A.2. below):
| ☒ |
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(s) |
|
Name of each exchange on which registered |
| None |
|
N/A |
|
N/A |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 1.01 Entry into 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”).
The
Original Business Combination Agreement provides, among other things, that Merger Sub will merge with and into Digerati, with Digerati
as the surviving company in the merger and, after giving effect to such merger, Digerati shall be a wholly-owned subsidiary of MEOA (the
“Merger”).
On
May 1, 2023, the parties to the Business Combination Agreement entered into Amendment No. 3 to the Original Business Combination Agreement
(“Amendment No. 3”, and together with the Original Business Combination Agreement, as amended by that certain Amendment No.
1 to Business Combination Agreement dated as of February 14, 2023 and by that certain Amendment No. 2 to Business Combination Agreement
dated as of February 24, 2023, the “Business Combination Agreement”). Amendment No. 3 extends the Termination Date (as defined
in the Original Business Combination Agreement) from April 28, 2023 to May 30, 2023. The Merger and the other transactions contemplated
by the Business Combination Agreement are hereinafter referred to as the “Business Combination”.
A
copy of Amendment No. 3 has been filed as Exhibit 2.1 hereto (the terms of which are incorporated herein by reference) and the foregoing
description of Amendment No. 3 is qualified in its entirety by reference thereto.
Additional Information
In connection with 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. On May 2, 2023, Digerati filed a preliminary
proxy statement in connection with Digerati’s solicitation of proxies for its special meeting of stockholders to be held to approve
the Business Combination (and related matters). This communication is not a substitute for the Registration Statement, the definitive
proxy statement/final prospectus, the preliminary proxy statement or any other document that Digerati will send to its stockholders in
connection with the Business Combination. Investors and security holders of Digerati are advised to read, when available, the definitive
proxy statement in connection with Digerati’s solicitation of proxies for its special meeting of stockholders to be held to approve
the Business Combination (and related matters) because the definitive proxy statement will contain important information about the Business
Combination and the parties to the Business Combination. The definitive proxy statement prospectus will be mailed to stockholders
of Digerati as of May 2, 2023, the record date for voting on the Business Combination. Stockholders will also be able to obtain copies
of the definitive proxy statement, without charge, once available, at the SEC’s website at www.sec.gov or by directing a request
to: Digerati Technologies, Inc., Attention: Antonio Estrada Jr., Chief Financial Officer, 8023 Vantage Dr., Suite 660, San Antonio, TX
78230.
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 Digerati’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 Digerati’s directors
and officers in Digerati’s filings with the SEC, including the preliminary proxy statement filed with the SEC by Digerati.
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 between MEOA and Digerati, 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 Business Combination Agreement 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 Business Combination Agreement, (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.
SIGNATURES
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.
| Dated: May 5, 2023 |
Digerati Technologies, Inc. |
| |
|
| |
By: |
/s/ Antonio Estrada Jr. |
| |
|
Antonio Estrada Jr., |
| |
|
Chief Financial Officer |
3
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