Item 7.01 Regulation FD Disclosure.
As previously disclosed,
on August 30, 2022, Minority Equality Opportunities Acquisition Inc., a Delaware corporation (“MEOA”), entered into
a Business Combination Agreement (the “Business Combination Agreement”) with MEOA Merger Sub, Inc., a Delaware corporation
and wholly owned subsidiary of MEOA (“Merger Sub”), and Digerati Technologies, Inc., a Nevada corporation (“Digerati”),
pursuant to which, subject to the satisfaction or waiver of certain conditions set forth therein, Merger Sub will merge with and into
Digerati (the “Merger”), with Digerati surviving the Merger as a wholly owned subsidiary of MEOA, and with Digerati’s
equity holders receiving shares of MEOA common stock (the transactions contemplated by the Business Combination Agreement and the related
ancillary agreements, the “Business Combination”).
Furnished as Exhibit 99.1 hereto and incorporated herein by reference is an investor presentation that may be used from time to time by the Company
in connection with the Business Combination.
The information in this
Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities under that section, and
shall not be deemed to be incorporated by reference into the filings of MEOA under the Securities Act of 1933, as amended, or the Exchange
Act, regardless of any general incorporation language in such filings. This Current Report on Form 8-K will not be deemed an admission
as to the materiality of any information in this Item 7.01, including Exhibit 99.1.
Additional Information
In connection with the Business Combination Agreement
and the proposed Business Combination, MEOA intends to file a registration statement on Form S-4 (the “Registration Statement”)
with the Securities and Exchange Commission (the “SEC”), which will include a preliminary proxy statement to be distributed
to holders of MEOA’s common stock in connection with MEOA’s solicitation of proxies for the vote by MEOA’s stockholders
with respect to the transaction and other matters as described in the Registration Statement, as well as the prospectus relating to the
offer of the securities to be issued to Digerati’s stockholders in connection with the transaction. After the Registration Statement
has been declared effective by the SEC, MEOA 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 MEOA will send to its stockholders in connection with the Business Combination. Investors and security holders
of MEOA are advised to read, when available, the definitive 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
definitive 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 MEOA 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: 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 to be filed with the SEC by MEOA, which will include the proxy statement of
MEOA for the Business Combination, and such information and names of Digerati’s directors and executive officers will also be in
the Registration Statement to be filed with the SEC by MEOA, which will include the 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 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.
