Item 8.01. Other Events
On December 5, 2022, the Company issued a press
release announcing that the Extension Amendment has been approved by the stockholders of the Company, that an extension of the date by
which the Company has to consummate a business combination, from November 30, 2022 for up to six (6) one-month extensions to May 30, 2023,
has been approved by the Company’s board of directors, and that $83,333.33 had been deposited into the Trust Account in connection
with the first of such one month extensions. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein
by reference.
Additional Information
In connection with the
proposed business combination between MEOA and Digerati (the “Business Combination”), MEOA intends to file with the
Securities and Exchange Commission (the “SEC”) a registration statement on form S-4 containing the proxy statement/prospectus
to be filed by MEOA relating to the BCA (the “Registration Statement”). 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 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 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, 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 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.
