Item
7.01 Regulation FD Disclosure.
As
previously disclosed, on August 30, 2022, Digerati Technologies, Inc., a Nevada corporation (“Digerati”) entered into
a Business Combination Agreement (as it may be amended, supplemented or otherwise modified from time to time, the “Business
Combination Agreement”), by and among Digerati, Minority Equality Opportunities Acquisition Inc., a Delaware corporation (“MEOA”),
and Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of MEOA (“Merger Sub”). The
Business Combination Agreement provides, among other things, that Merger Sub will merge with and into Digerati, with Digerati as the
surviving company in the merger and, after giving effect to such merger, Digerati shall be a wholly-owned subsidiary of MEOA (the “Merger”).
In addition, MEOA will be renamed Digerati Holdings, Inc.
On
December 8, 2022, Digerati issued a press release with an update regarding the Merger. The press release is attached hereto as Exhibit
99.1 and incorporated by reference herein.
Exhibits
99.1 is being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), or otherwise be subject
to the liabilities of that section, nor will it be deemed to be incorporated by reference in any filing under the
Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act.
Additional
Information
In
connection with the Business Combination, MEOA has filed with the Securities and Exchange Commission (the “SEC”) the
preliminary registration statement on Form S-4 containing the joint proxy statement/prospectus relating to the Business Combination Agreement
and the Merger (the “Registration Statement”). Digerati will mail a 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 Digerati will send to its stockholders in connection with the Business Combination.
Investors and security holders of Digerati are advised to read, when available, the proxy statement/prospectus 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 proxy statement/prospectus will contain important information about the Business Combination and the parties
to the Business Combination. The definitive proxy statement/final prospectus will be mailed to stockholders of Digerati as of a record
date to be established for voting on the Business Combination. Stockholders will also be able to obtain copies of the proxy statement/prospectus,
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 MEOA’s filings with the SEC, including the Registration Statement filed with the SEC by MEOA, which includes
the proxy statement of Digerati for the Business Combination, and such information and names of MEOA’s directors and executive
officers will also be in the Registration Statement to be filed with the SEC by MEOA, which includes the proxy statement of Digerati
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 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 Securities and Exchange
Commission 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.