DTGI 8-K
Digerati Technologies, Inc. (DTGI)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.02 Termination of a Material Definitive Agreement.
As previously disclosed, on August 30, 2022, Digerati Technologies, Inc., a Nevada corporation (“Digerati”) entered into a Business Combination Agreement (the “Original Business Combination Agreement”), by and among Digerati, Minority Equality Opportunities Acquisition Inc., a Delaware corporation (“MEOA”), and MEOA Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of MEOA (“Merger Sub”).
As previously disclosed, on February 14, February 24, May 1, and May 30, 2023, the parties to the Business Combination Agreement entered into four amendments to the Original Business Combination Agreement (the Original Business Combination Agreement, as amended by each amendment, the “Business Combination Agreement”).
As previously disclosed, the Business Combination Agreement provided, among other things, that Merger Sub was to merge with and into Digerati, with Digerati as the surviving company in the merger and, after giving effect to such merger, Digerati being a wholly-owned subsidiary of MEOA (the “Merger”). In addition, MEOA was to be renamed Verve Technologies Corporation. In accordance with the terms and subject to the conditions of the Business Combination Agreement, at the closing, among other things, each share of Digerati common stock outstanding as of immediately prior to the closing was to be exchanged for shares of MEOA common stock, par value $0.0001 per share, based upon the exchange ratio set forth in the Business Combination Agreement.
On June 15, 2023, Digerati terminated the Business Combination Agreement pursuant to Section 7.1(d) of the Business Combination Agreement. Digerati terminated the Business Combination Agreement because the transaction did not close on or prior to the June 15, 2023 termination date of the Business Combination Agreement. Prior to June 15th, The Nasdaq Stock Market had halted the trading of the securities of MEOA since May 24th. Following this halt, the parties to the Business Combination Agreement did not obtain, prior to June 15th, Nasdaq’s approval of the initial listing application for the combined company in connection with the transactions contemplated by the Business Combination Agreement.
As of June 22, 2023, neither party has sought a termination fee pursuant to the Business Combination Agreement.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: June 22, 2023 | Digerati Technologies, Inc. | |
| By: | /s/ Arthur L. Smith | |
| Arthur L. Smith | ||
| Chief Executive Officer | ||
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