Item
8.01 Other Events.
On
May 12, 2023, Digerati Technologies, Inc., a Nevada corporation (“Digerati”) filed a definitive proxy statement with respect
to a special meeting of its stockholders to be held on Thursday, May 25, 2023 at 11:00 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 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”) and the business combination contemplated thereby (the “Business
Combination”).
On
May 24, 2023, Digerati determined to postpone the Special Meeting until 11:00 a.m. EDT on Friday, May 26, 2023.
On
May 25, 2023, Digerati issued a press release announcing the postponement of the Special Meeting, which is filed herewith as Exhibit
99.1 to this report and which is incorporated herein by reference.
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 12, 2023, Digerati filed a 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). This communication is not a substitute
for the Registration Statement, the definitive proxy statement/final prospectus or any other document that Digerati has sent 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 was mailed to stockholders of
Digerati on or about May 12, 2023. 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 definitive 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.
