Item 1.01 Entry into
a Material Definitive Agreement.
As previously disclosed, on August 30, 2022, Minority
Equality Opportunities Acquisition Inc., a Delaware corporation (“MEOA”), entered into a Business Combination Agreement (the
“Original Business Combination Agreement”), by and among MEOA, MEOA Merger Sub, Inc., a Delaware corporation and a wholly-owned
subsidiary of MEOA (“Merger Sub”), and Digerati Technologies, Inc., a Nevada corporation (“Digerati”), that, among
other things, provided for Merger Sub to merge with and into Digerati, with Digerati as the surviving company in the merger and, after
giving effect to such merger, Digerati to be a wholly-owned subsidiary of MEOA (the “Merger”).
On May 1, 2023, MEOA, Merger Sub and Digerati
entered into an 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 that certain Amendment No. 2 to Business Combination Agreement dated as of February 24, 2023, the “Business Combination
Agreement”), which, among other things, extends the Termination Date (as defined in the Business Combination Agreement) from April
28, 023 to May 30, 2023.
Amendment No. 3 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. 3.
Additional Information
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 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. This communication is not a substitute for the Registration
Statement, the definitive proxy statement/final prospectus or any other document that MEOA has sent or will send to its stockholders in
connection with the Business Combination. Investors and security holders of MEOA are advised to read the proxy statement/prospectus
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 statement/prospectus contains important information about the Business Combination and the parties
to the Business Combination. The definitive proxy statement/final prospectus has been mailed to stockholders of MEOA as of the
record date established for voting on the Business Combination. Stockholders are also able to obtain copies of the proxy statement/prospectus,
without charge, at the SEC’s website at www.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 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 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.
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, (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.
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.