DTGI 8-K
Digerati Technologies, Inc. (DTGI)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
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Emerging Growth Company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
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, following the consummation of the Merger, MEOA will be renamed Verve Technology Corporation.
As previously disclosed, in November and December 2022, Digerati issued the following securities to four (4) bridge lenders including Mast Hill Fund, L.P. (the “Bridge Lenders”): (a) unsecured promissory notes that are convertible into shares of Digerati’s common stock under certain circumstances; and (b) warrants to purchase shares of Digerati’s common stock. As used herein, “Bridge Loan Warrants” means those certain warrants to purchase up to 13,534,535 shares of Digerati’s common stock that Digerati issued to the Bridge Lenders.
As used herein, “New Digerati” refers to MEOA following the consummation of the Business Combination and “New Digerati Common Stock” means the common stock, par value $0.0001 per share, of New Digerati.
On February 14, 2023, the parties to the Business Combination Agreement amended the Business Combination Agreement (the “February Amendment”) to increase the implied equity value of Digerati from $68,680,807 to $71,080,810 to give effect to the issuance by Digerati to Maxim Group LLC (“Maxim”), immediately prior to the closing of the Business Combination, of such number of shares of Digerati’s common stock as would be exchanged for an aggregate of 240,000 shares of New Digerati Common Stock upon the closing of the Business Combination as partial compensation for financial advisory services that Maxim provided to Digerati in connection with the Business Combination. The February Amendment also clarified that the shares of Digerati common stock underlying the Bridge Loan Warrants would not be part of the calculation of the implied equity value of Digerati of $71,080,810, and it clarified that none of the shares underlying any of the convertible promissory notes of Digerati that are outstanding upon the closing of the Business Combination are part of the calculation of the implied equity value of Digerati of $71,080,810.
A copy of the February Amendment has been filed as Exhibit 2.1 hereto (the terms of which are incorporated herein by reference) and the foregoing description of the February Amendment is qualified in its entirety by reference thereto.
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, as amended through the date hereof, 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.
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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 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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 2.1 | Amendment No. 1 to Business Combination Agreement, dated as of February 14, 2023. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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: February 17, 2023 | Digerati Technologies, Inc. | |
| By: | /s/ Antonio Estrada Jr. | |
| Antonio Estrada Jr., | ||
| Chief Financial Officer | ||
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Exhibit 2.1
Amendment No. 1 to BUSINESS COMBINATION AGREEMENT
This Amendment No. 1 to Business Combination Agreement (this “Amendment”) is entered into as of February 14, 2023 (the “Amendment Effective Date”), by and among Minority Equality Opportunities Acquisition Inc., a Delaware corporation (“MEOA”), MEOA Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of MEOA (“Merger Sub”), and Digerati Technologies, Inc., a Nevada corporation (the “Company”).
Recitals
Whereas, MEOA, Merger Sub and the Company are parties to that certain Business Combination Agreement, dated as of August 30, 2022 (as the same may be amended, restated, supplemented or modified from time to time in accordance with its terms, the “Business Combination Agreement”);
WHEREAS, pursuant to Section 8.3 of the Business Combination Agreement, the Business Combination Agreement may be amended by a written agreement signed by each of the Parties thereto; and
WHEREAS, MEOA, Merger Sub and the Company now desire to enter into this Amendment in order to amend the Business Combination Agreement in the manner set forth herein.
Now, Therefore, in consideration of the representations, warranties, covenants and agreements herein made and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
Agreement
1. Definitions. Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement.
2. Amendment to Business Combination Agreement. The Business Combination Agreement is hereby amended as follows:
(a) The definition of “Aggregate Transaction Share Consideration” in Section 1.1 of the Business Combination Agreement is hereby deleted in its entirety.
(b) The definition of “Company Fully-Diluted Shares” in Section 1.1 of the Business Combination Agreement is hereby amended and restated in its entirety as follows:
““Company Fully-Diluted Shares” means the total number of Company Shares outstanding immediately prior to the Effective Time, expressed on a fully-diluted and as-converted to Company Shares basis, and including, without limitation or duplication, (a) the number of Company Shares issuable upon conversion of all shares of Company Preferred Stock outstanding as of immediately prior to the Effective Time, (b) the number of Company Shares issuable upon exercise of all Company Options and Company Warrants, (c) the number of Company Shares issuable upon conversion into Company Shares of the shares of the common stock of T3 Communications, Inc., a Nevada corporation, held by stockholders other than the Company, and (d) the Restricted Shares.”
(c) The definition of “Equity Value” in Section 1.1 of the Business Combination Agreement is hereby amended and restated in its entirety as follows:
““Equity Value” means $71,080,810.”
(d) The definition of “Rollover Notes” in Section 1.1 of the Business Combination Agreement is hereby deleted in its entirety.
(e) The definition of “Rollover Note Amount” in Section 1.1 of the Business Combination Agreement is hereby deleted in its entirety.
(f) The definition of “Rollover Warrant Amount” in Section 1.1 of the Business Combination Agreement is hereby amended and restated in its entirety as follows:
““Rollover Warrant Amount” means the number of MEOA Shares to which each holder of a Company Warrant, other than the Bridge Loans Warrants, would be entitled hereunder at the Effective Time in respect of such Company Warrant if such Company Warrant were exercised in full (and not on a net-exercise basis) in exchange for Company Shares immediately prior to the Closing, which for avoidance of doubt shall be equal to the product of (x) the aggregate number of Company Shares into which all then outstanding Company Warrants are exercisable immediately prior to Closing and (y) the Exchange Ratio.”
(g) The definition of “Transaction Share Consideration” in Section 1.1 of the Business Combination Agreement is hereby amended and restated in its entirety as follows:
““Transaction Share Consideration” means an aggregate number of MEOA Shares equal to (a) the Equity Value, divided by (b) the MEOA Share Value. For the avoidance of doubt, Transaction Share Consideration shall be equal to 7,108,081 MEOA Shares, which amount is comprised of (x) the MEOA Shares issued to Company Stockholders on the Closing Date plus (y) the MEOA Shares issuable after the Closing Date upon exercise or conversion, as applicable, of Vested Rollover Options, Rollover Warrants (other than the Bridge Loan Warrants) and shares of Rollover Company Series A Preferred Stock.”
(h) A new definition is hereby added to Section 1.1 of the Business Combination Agreement as follows:
““Bridge Loan Warrants” means those certain warrants to purchase up to 13,534,535 Company Shares that the Company issued in total to four (4) bridge lenders in November 2022 and December 2022.”
(i) Section 2.3(c) of the Business Combination Agreement is hereby amended and restated in its entirety as follows:
“(c) the number of MEOA Shares that will be included in the Rollover Series A Preferred Stock Amount; and”
(j) Item (B) of the last paragraph of Section 2.3 of the Business Combination Agreement is hereby amended and restated as follows:
““(B) in no event shall the aggregate number of MEOA Shares set forth on the Allocation Schedule that are allocated in respect of Company Shares exceed or be less than the portion of the Transaction Share Consideration to be issued to Company Stockholders on the Closing Date,”
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(k) Item (F) of the last paragraph of Section 2.3 of the Business Combination Agreement is hereby amended and restated as follows:
““(F) [Intentionally Deleted],”
(l) Section 4.6(b) of the Business Combination Agreement is hereby amended and restated in its entirety as follows:
““(b) After giving effect to the Merger and the transactions contemplated by this Agreement, the MEOA Shares issued to Company Stockholders on the Closing Date (i) will be duly authorized, validly issued, fully paid and non-assessable, (ii) will not be issued in violation of the Governing Documents of MEOA, and (iii) will not be subject to any preemptive rights, call option, right of first refusal, subscription rights, transfer restrictions or similar rights of any Person (other than transfer restrictions under applicable Securities Laws or under the Governing Documents of the Company) and will not be issued in violation of any preemptive rights, call option, right of first refusal, subscription rights, transfer restrictions or similar rights of any Person.”
(m) The final paragraph at the end of Section 5.1(b) of the Business Combination Agreement is hereby amended to remove the following language: “(such notes, the “Rollover Notes”)”
3. Effect on the Business Combination Agreement. Except as specifically amended by this Amendment, the Business Combination Agreement shall remain in full force and effect, and the Business Combination Agreement, as amended by this Amendment, is hereby ratified and confirmed in all respects. From and after the Amendment Effective Date, each reference in the Business Combination Agreement to “this Agreement,” “herein,” “hereof,” “hereunder” or words of similar import, or to any provision of the Business Combination Agreement, as the case may be, shall be deemed to refer to the Business Combination Agreement or such provision as amended by this Amendment, unless the context otherwise requires.
4. Miscellaneous. The provisions of Sections 8.2 (Entire Agreement; Assignment), 8.3 (Amendment), 8.4 (Notices), 8.5 (Governing Law), 8.7 (Construction), 8.10 (Severability), 8.11 (Counterparts; Electronic Signatures), 8.15 (WAIVER OF JURY TRIAL), 8.16 (Submission to Jurisdiction), and 8.17 (Remedies) of the Business Combination Agreement are incorporated by reference into this Amendment mutatis mutandis.
[Remainder of Page Intentionally Left Blank; Signature Pages Follow]
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In witness whereof, the undersigned have executed this Amendment No. 1 to Business Combination Agreement as of the date first set forth above.
| MEOA: | |||
| MINORITY EQUALITY OPPORTUNITIES ACQUISITION INC. | |||
| By: | /s/ Shawn D. Rochester | ||
| Name: | Shawn D. Rochester | ||
| Title: | President & CEO | ||
| MERGER SUB: | |||
| MEOA MERGER Sub, Inc. | |||
| By: | /s/ Shawn D. Rochester | ||
| Name: | Shawn D. Rochester | ||
| Title: | President | ||
| COMPANY: | |||
| DIGERATI TECHNOLOGIES, Inc. | |||
| By: | /s/ Arthur L. Smith | ||
| Name: | Arthur L. Smith | ||
| Title: | President & CEO | ||
[Signature Page to Amendment to Business Combination Agreement]
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