Item 1.01 Entry into a Material Definitive Agreement.
As previously disclosed, on
On
Amendment No. 1 is filed as Exhibit 2.1 to this Current Report on Form 8-K and the foregoing description is qualified in its entirety by reference to the full text of Amendment No. 1.
Additional Information
In connection with the proposed business combination between MEOA and Digerati
(the "Business Combination"), MEOA has filed with the
Participants in the Solicitation
MEOA, Digerati and their respective directors, executive officers, other members
of management, and employees, under
1 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
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:
Exhibit Number Description 2.1 Amendment No. 1 to Business Combination Agreement, dated as ofFebruary 14, 2023 , by and amongMinority Equality Opportunities Acquisition Inc. ,MEOA Merger Sub, Inc. and Digerati Technologies, Inc. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) *** 2
© Edgar Online, source