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 1215, 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 1.0102. ~~Other~~ ~~Events~~Termination of a Material Definitive Agreement.

~~On May~~As 3,previously ~~2023,~~disclosed by Minority Equality Opportunities Acquisition Inc., ~~(“MEOA”~~a orDelaware ~~the~~corporation (“~~Company~~MEOA”), ~~filed~~in a ~~definitive~~ ~~proxy~~Current ~~statement~~Report /on ~~final~~Form ~~prospectus~~8-K ~~with~~that it ~~respect~~filed towith athe ~~special~~U.S. ~~meeting~~Securities ofand ~~its~~Exchange ~~stockholders~~Commission toon beSeptember ~~held~~6, 2022, on ~~Wednesday~~August 30, ~~May~~2022, 24MEOA, ~~2023~~ atMEOA ~~10:00~~Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of MEOA, and Digerati Technologies, Inc.m., ~~EDT~~a Nevada corporation (“Digerati”), entered into a Business Combination Agreement (the “~~Special Meeting~~BCA”), pursuant to ~~vote on~~which, among other things, aMEOA ~~proposal~~Merger toSub, ~~adopt~~Inc. would merge with and ~~approve~~into ~~that certain~~Digerati, ~~Business~~with ~~Combination~~Digerati ~~Agreement~~as bythe surviving company in the merger and, ~~among~~after ~~MEOA~~giving effect to such merger, Digerati ~~Technologies,~~would be ~~Inc.~~a ~~(“Digerati”)~~wholly-owned ~~and~~subsidiary of MEOA. ~~Merger Sub~~On June 15, ~~Inc.~~2023, MEOA terminated the BCA, and abandoned the business combination contemplated thereby, pursuant to Sections 7.1(~~the~~d) ~~“Business~~and ~~Combination”~~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 ~~May~~ 24June 15, 2023, MEOA ~~determined~~also toreceived ~~postpone~~a ~~the~~letter ~~Special~~from ~~Meeting~~Digerati ~~until~~pursuant ~~Friday,~~to ~~May~~which ~~26,~~Digerati ~~2023,~~informed ~~and~~MEOA onthat ~~each~~Digerati had ofdetermined ~~May 25~~to, ~~2023~~ and ~~May~~did 31thereby, ~~2023 MEOA~~terminate ~~determined~~the BCA pursuant to ~~further~~Section ~~postpone~~7.1(d) of the ~~Special Meeting~~BCA.

~~On June~~The ~~12,~~termination ~~2023,~~of ~~MEOA determined to further postpone~~ the ~~Special~~BCA ~~Meeting~~also ~~until~~terminates ~~a date, on or prior to June 30, 2023, to be determined by~~and ~~MEOA.~~makes Atvoid ~~such time as~~ the ~~date~~Transaction ~~and~~Support ~~time~~Agreements ~~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~~Sponsor ~~and time~~Letter ofAgreement ~~the~~(each ~~Special Meeting,~~ as ~~postponed,~~defined ~~not~~in ~~less~~the ~~than forty-eight (48~~BCA), ~~hours~~which inwere ~~advance~~executed ofconcurrently with the ~~Special Meeting~~BCA.

~~The purpose~~Item 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 Market8.01. ~~MEOA~~Other 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 conditionsEvents.

On ~~June~~ 12May 3, 2023, MEOA ~~issued~~filed awith ~~press~~the ~~release~~Securities and ~~announcing~~Exchange Commission (the ~~further~~“SEC”) ~~postponement~~a definitive proxy statement / final prospectus with respect to a special meeting of ~~the~~its stockholders ~~Special~~to ~~Meeting~~be held on Wednesday, ~~which~~May is24, ~~filed~~2023 ~~herewith~~at as10:00 ~~Exhibit 99~~a.1m. toEDT ~~this~~(the ~~Current~~“Special ~~Report~~Meeting”) to vote on, ~~Form~~among ~~8-K~~other things, a proposal to adopt and ~~which~~approve isthe ~~incorporated~~BCA ~~herein~~and bythe ~~reference~~business combination contemplated thereby.

~~Additional~~On May 24, 2023, MEOA determined to postpone the ~~Information~~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.

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~~June 315, 2023, ~~MEOA~~in ~~filed~~light aof ~~definitive proxy statement/final prospectus relating to~~ the ~~proposed Business Combination, and thereafter MEOA mailed that definitive proxy statement/final~~termination ~~prospectus~~of ~~and~~the ~~other~~BCA ~~relevant~~described ~~documents~~in toItem ~~its stockholders~~1.02 ~~This communication is not a substitute for the Registration Statement~~above, ~~the definitive proxy statement/final prospectus or any other document that~~ MEOA ~~has~~determined ~~sent or will send~~ to ~~its~~cancel ~~stockholders in connection with~~ the ~~Business~~Special ~~Combination. Investors~~Meeting and ~~security holders of MEOA are advised~~ to ~~read~~withdraw ~~the~~from ~~proxy~~consideration ~~statement/prospectus~~by ~~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~~proposals ~~statement/prospectus~~set ~~contains~~forth ~~important~~in ~~information about~~ the ~~Business Combination and the parties to the Business Combination. The~~ definitive proxy statement / final prospectus ~~has~~filed ~~been mailed~~with ~~to stockholders of MEOA as of~~ the ~~record~~SEC ~~date established for voting~~ on ~~the~~May ~~Business Combination. Stockholders are also able to obtain copies of the proxy statement/prospectus~~3, ~~without charge, at the SEC’s website at www~~2023.~~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~~As a result of the cancellation of the Special Meeting, the public shares of MEOA that were submitted for redemption in connection with the ~~Solicitation~~Special Meeting will be returned to the holders of such public shares.

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.1

1SIGNATURE

~~Forward~~Pursuant to the requirements of the Securities ~~Looking~~Exchange ~~Statements~~Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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.

June 22, 2023	Minority Equality Opportunities Acquisition Inc.

	By:	/s/ Shawn D. Rochester
	Name:	Shawn D. Rochester
	Title:	Chief Executive Officer

~~Disclaimer~~2

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:

Exhibit Number		Description
99.1		Press release of Minority Equality Opportunities Acquisition Inc. dated June 12, 2023.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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

Filing Compare · Minority Equality Opportunities Acquisition Inc.