DTGI Digerati Technologies Inc (QB)

This Amendment No. 1 to Schedule 13D is filed to amend Items 2, 4, 5 and 7 of the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on November 27, 2020 (the “Schedule 13D”). Except as set forth herein, the Schedule 13D is unmodified.

Item 2 of the Schedule 13D is amended and restated to read as follows:

(a) This statement is filed by:

(i) Post Road Special Opportunity Fund II LP, a Delaware limited partnership (the “Fund”);

(ii) Post Road Special Opportunity Fund II Offshore LP, a Cayman Islands exempted limited partnership (the “Offshore Fund”);

(iii) Post Road SOF GP II LLC, a Delaware limited liability company and the general partner of each of the Fund and the Offshore Fund (the “General Partner”);

(iv) Post Road Group LP, a Delaware limited partnership registered as an investment adviser with the SEC and the manager and investment advisor of each of the Fund and the Offshore Fund (the “Manager”);

(v) Michael Bogdan, an individual and the Managing Partner of each of the General Partner and the Manager (“Mr. Bogdan”); and

(vi) Kevin C. Davis, an individual and the Managing Partner of each of the General Partner and the Manager (“Mr. Davis”).

The Fund, the Offshore Fund, the General Partner, the Manager, Mr. Bogdan and Mr. Davis may each be referred to herein as a “Reporting Person,” and, collectively, as the “Reporting Persons.”

(b) The principal business address of each Reporting Person is 2 Landmark Square, Suite 207, Stamford, Connecticut 06901.

(c) The principal business of each of the Fund and the Offshore Fund is to invest in loans and purchase debt or debt-like positions in operating businesses and in opportunistic special situations. The principal business of the General Partner is to serve as the general partner of each of the Fund and the Offshore Fund. The Manager provides investment advisory and management services and acts as the investment manager of each of the Fund and the Offshore Fund. Each of Messrs. Bogdan and Davis serves as the Managing Partner of each of the General Partner and the Manager.

(d) During the past five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) The Citizenship of the Reporting Persons is as follows:

(i) The Fund - Delaware;

(ii) The Offshore Fund – Cayman Islands;

(iii) The General Partner - Delaware;

(iv) The Manager – Delaware;

(v) Mr. Bogdan – United States of America; and

(vi) Mr. Davis – United States of America.

Item 4 of the Schedule 13D is supplemented as follows:

On November 17, 2020, Digerati Technologies, Inc. (the “Issuer”) issued to the Fund a warrant (the “Warrant”) to purchase 107,701,179 shares of the Issuer’s common stock, par value $0.001 per share (“Common Stock”). The Warrant is exercisable by the holder thereof at any time, including within 60 days of the Record Date (as defined below), at an exercise price of $0.01 per share.

On March 15, 2021, the Fund entered into the Assignment, a copy of which is attached hereto as Exhibit 99.1 (the “Assignment”), pursuant to which the Fund assigned to the Offshore Fund all of the Fund’s right to exercise 24.32% of the Warrant, representing the right to exercise the Warrant into 26,190,054 shares of Common Stock. Accordingly, as of the Record Date, the Fund had the right to exercise at any time the Warrant into 81,511,125 shares of Common Stock and the Offshore Fund had the right to exercise at any time the Warrant into 26,190,054 shares of Common Stock. The approximately 24.32% of the Warrant was assigned by the Fund to the Offshore Fund for consideration equal to that which the Fund originally paid to the Issuer for such portion of the Warrant.

The Reporting Persons expect that the Company will issue new warrants to the Fund and the Offshore Fund to purchase 81,511,125 and 26,190,054 shares of Common Stock, respectively, which warrants will be substantially identical to the Warrant, a copy of which is attached hereto as Exhibit 99.2.

The foregoing descriptions of the Assignment and the Warrant do not purport to be complete and are qualified in their entirety by reference to the full text of the Assignment and the Warrant, copies of which are attached hereto as Exhibit 99.1 and 99.2, respectively, and are incorporated herein by reference.

Item 5 of the Schedule 13D is amended and restated to read as follows:

The responses of the Reporting Persons to rows (7) through (13) of the cover pages of this Schedule 13D are incorporated herein by reference.

(a) The percentages of ownership indicated in this Schedule 13D are calculated based on 136,958,000 shares of Common Stock outstanding as of March 15, 2021 (the “Record Date”), as provided by the Company.

As of the date of this Schedule 13D, the Warrant is exercisable into 107,701,179 shares (the “Warrant Shares”) of Common Stock (81,511,125 shares of which are exercisable by the Fund and 26,190,054 of which are exercisable by the Offshore Fund). The Warrant Shares, if issued, would have constituted approximately 44.0% of the Issuer’s outstanding shares as of the Record Date.

As of the date of this Schedule 13D, each Reporting Person may be deemed to be the beneficial owner (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934) of the Warrant Shares as follows:

(i) The Fund beneficially owns (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934) 81,511,125 shares of Common Stock into which the Warrant may be exercised, which, if issued, would have constituted approximately 37.3% of the Issuer’s outstanding shares of Common Stock as of the Record Date.

(ii) The Offshore Fund beneficially owns (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934) 26,190,054 shares of Common Stock into which the Warrant may be exercised, which, if issued, would have constituted approximately 16.1% of the Issuer’s outstanding shares of Common Stock as of the Record Date.

(iii) The General Partner, as the general partner of each of the Fund and the Offshore Fund, may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934) all of the Warrant Shares beneficially owned by the Fund and the Offshore Fund, which, if issued, would have constituted approximately 44.0% of the Issuer’s outstanding shares of Common Stock as of the Record Date. The General Partner disclaims beneficial ownership of the Warrant Shares for all other purposes.

(iv) The Manager, as the investment advisor of each of the Fund and the Offshore Fund, may be deemed to beneficially own (as that term is defined in Rule 13-d under the Securities Exchange Act of 1934) all of the Warrant Shares beneficially owned by the Fund and the Offshore Fund, which, if issued, would have constituted approximately 44.0% of the Issuer’s outstanding shares of Common Stock as of the Record Date. The Manager disclaims beneficial ownership of the Warrant Shares for all other purposes.

(v) Each of Mr. Bogdan and Mr. Davis, as the Managing Partner of each of the General Partner and the Manager, may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934) the Warrant Shares beneficially owned by the Fund and the Offshore Fund, which, if issued, would have constituted approximately 44.0% of the Issuer’s outstanding Shares as of the Record Date. Each of Mr. Bogdan and Mr. Davis disclaims beneficial ownership of the Warrant Shares for all other purposes.

(b) The Fund has the power to vote or direct its vote of, and the power to dispose or direct the disposition of, 81,511,125 shares of Common Stock into which the Warrant is exercisable. The Offshore Fund has the power to vote or direct its vote of, and the power to dispose or direct the disposition of, 26,190,054 shares of Common Stock into which the Warrant is exercisable. The General Partner, the Manager and each of Mr. Bogdan and Mr. Davis may be deemed to share with (i) the Fund the power to vote or to direct the vote of, and to dispose or to direct the disposition of, 81,511,125 shares of Common Stock into which the Warrant is exercisable; and (ii) the Offshore Fund the power to vote or to direct the vote of, and to dispose or to direct the disposition of, 26,190,054 shares of Common Stock into which the Warrant is exercisable.

(c) The information in Item 4 is incorporated herein by reference. Except as set forth in this Schedule 13D, as amended, there have been no transactions in the Common Stock effected during the past 60 days by any person named in Item 2 hereof.

(d) To the knowledge of the Reporting Persons, no person other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the Warrant Shares that are the subject of this Schedule 13D.

(e) Not applicable.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

March 17, 2021