8-K - DTGI - Equibles

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 30, 2023

Digerati Technologies, Inc.

(Exact name of registrant as specified in its charter)

Nevada	001-15687	74-2849995
(State<br> or other jurisdiction <br><br> of incorporation)	Commission<br> File Number	(IRS<br> Employer <br><br> Identification No.)
8023 Vantage Dr., Suite 660, San Antonio, TX	78230
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(Address<br> of principal executive offices)	(Zip<br> Code)

Registrant’s

telephone number, including area code (210) 614-7240

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☒	Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title<br> of each class	Trading<br> Symbol(s)	Name<br> of each exchange on which registered
None	N/A	N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item1.01 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 (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”).

The Original 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”).

On May 30, 2023, the parties to the Business Combination Agreement entered into Amendment No. 4 to the Original Business Combination Agreement (“Amendment No. 4”, and together with the Original Business Combination Agreement, as amended by that certain Amendment No. 1 to Business Combination Agreement dated as of February 14, 2023, by that certain Amendment No. 2 to Business Combination Agreement dated as of February 24, 2023 and by that certain Amendment No. 3 to Business Combination Agreement dated as of May 1, 2023, the “Business Combination Agreement”). Amendment No. 4 extends the Termination Date (as defined in the Original Business Combination Agreement) from May 30, 2023 to June 15, 2023. The Merger and the other transactions contemplated by the Business Combination Agreement are hereinafter referred to as the “Business Combination”.

The Amendment No. 4 also amended the definition of “Bridge Loan Warrants” to those certain warrants to purchase up to 17,241,721 Company Shares that the Company issued in total to five bridge lenders in November 2022, December 2022 and March 2023. The Amendment No. 4 amended Section 2.1(a)(v) of the Original Business Combination Agreement to state that Ernest Cunningham and Scott Crist will also become directors of each of MEOA and of the Surviving Company after the Merger, and that Shawn Rochester will be a member of the strategic advisory committee of MEOA. Furthermore, the Amendment No. 4 amended the Original Business Combination Agreement to state that the MEOA Board shall initially consist of seven directors, divided into three classes, with Class I consisting of three directors, Class II of two directors and Class III of two directors.

The Amendment No. 4 also clarified that in connection with the Merger, MEOA’s name shall be changed to “Verve Technologies Corporation” rather than “Digerati Holdings, Inc.” as contemplated in the Original Business Combination Agreement.

The Amendment No. 4 also amended Section 5.1 of the Original Business Combination Agreement to increase the Cap of convertible promissory notes issuable from $2,000,000 to $3,500,000.

The Amendment No. 4 amended the Original Business Combination Agreement by eliminating the references to the requirement that certain stockholders sign and deliver lock-up agreements and Transaction Support Agreements, as the parties to the Business Combination Agreement understand that Arthur Smith, Craig Clement, Antonio Estrada and Post Road Special Opportunity Fund II LP / Post Road Special Opportunity Fund Offshore LP are the only individuals required to sign and deliver a lock-up agreement.

In addition, the parties to the Amendment No. 4 agreed and acknowledged that any requirement set forth in the Original Business Combination Agreement that the Company contribute to payment of any of the expenses related to the extension of the time available for MEOA to complete a business combination is of no further force or effect, as all such requirements expired pursuant to the terms of the Original Business Combination Agreement. If MEOA determines to further extend the time available to it to complete a business combination, the Company may, but shall not be obligated, in any way to contribute to the expenses related thereto.

A copy of Amendment No. 4 has been filed as Exhibit 2.1 hereto (the terms of which are incorporated herein by reference) and the foregoing description of Amendment No. 4 is qualified in its entirety by reference thereto.

AdditionalInformation

In connection with the Business Combination, MEOA has filed with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 containing the proxy statement/prospectus relating to the BCA (the “Registration Statement”), which the SEC has declared effective. On May 3, 2023, MEOA filed a definitive proxy statement/final prospectus relating to the proposed Business Combination, and thereafter MEOA mailed that definitive proxy statement/final prospectus and other relevant documents to its stockholders. On May 12, 2023, Digerati filed a definitive proxy statement 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) and thereafter Digerati mailed that definitive proxy statement and other relevant documents to its stockholders. This communication is not a substitute for the Registration Statement, the definitive proxy statement/final prospectus, the definitive proxy statement or any other document that Digerati has sent to its stockholders in connection with the Business Combination. Investors and security holders of Digerati are advised to read the definitive proxy statementin connection with Digerati’s solicitation of proxies for its special meeting of stockholders to be held to approve the BusinessCombination (and related matters) because the definitive proxy statement contains important information about the Business Combinationand the parties to the Business Combination. Stockholders are also able to obtain copies of the definitive proxy statement, without charge, 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.

Participantsin the Solicitation

MEOA,Digerati and their respective directors, executive officers, other members of management, and employees, under SEC rules, may be deemedto 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 Digerati’s filings with the SEC, including the definitive proxy statement filed with the SEC by Digerati.

ForwardLooking 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.

Item9.01 Financial Statements and Exhibits.

(d)Exhibits.

Exhibit No.	Description
2.1	Amendment<br> No. 4 to Business Combination Agreement, dated as of May 30, 2023
104	Cover<br> Page Interactive Data File (embedded within the Inline XBRL document)

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:<br> June 5, 2023	Digerati Technologies, Inc.
	By:	/s/ Antonio Estrada Jr.
		Antonio<br> Estrada Jr.,
		Chief<br> Financial Officer

Exhibit 2.1

Execution Version

AmendmentNo. 4 to BUSINESS COMBINATION AGREEMENT

This Amendment No. 4 to Business Combination Agreement (this “Amendment”) is entered into as of May 30, 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”). Capitalized terms used herein but not otherwise defined have the respectively meanings attributed to them in the Business Combination Agreement (defined below).

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 or have been amended, restated, supplemented or modified from time to time, the “Business Combination Agreement” or “BCA”); and

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 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. Amendmentto Business Combination Agreement. The Business Combination Agreement is hereby amended as follows:

(a)	The definition of “Bridge Loan Warrants” in Section 1.1 of the Business Combination<br>Agreement is hereby amended and restated in its entirety as follows:

““Bridge Loan Warrants” means those certain warrants to purchase up to 17,241,721 Company Shares that the Company issued in total to five (5) bridge lenders in November 2022 and December 2022 and March 2023.”

(b)	Section 2.1(a)(v) of the Business Combination Agreement is hereby amended and restated in its entirety<br>as follows:

“(v) At the Effective Time, Arthur L. Smith, Craig K. Clement, Maxwell Polinsky, R. Greg Smith, Shawn D. Rochester, Ernest Cunningham, and Scott Crist shall become the directors of each of MEOA and of the Surviving Company, Arthur L. Smith shall become the Chief Executive Officer of MEOA and of the Surviving Company, and Antonio Estrada Jr. shall become the Chief Financial Officer of MEOA and of the Surviving Company, each to hold office in accordance with the Governing Documents of MEOA and the Surviving Company, as applicable, until such director’s or officer’s successor is duly elected or appointed and qualified, or until the earlier of their death, resignation or removal. In addition, at the Effective Time, MEOA shall form a strategic advisory committee, of which one member, Shawn Rochester, shall be appointed by the Sponsor. For the avoidance of doubt, (A) the Sponsor shall have the right to designate only one director, agreed to be Shawn Rochester, and (B) the directors who shall become directors of MEOA and of the Surviving Company at the Effective Time shall, in any event, have sufficient characteristics and attributes, both individually and collectively, so as to satisfy the board and committee requirements as per the rules and regulations of Nasdaq.”

(c)	Section 2.1(a)(ix) of the Business Combination Agreement is hereby amended by deletion of the name “Digerati<br>Holdings Inc.” in the last sentence thereof and insertion in lieu thereof the name “Verve Technologies Corporation.”
(d)	The last paragraph of Section 5.1 of the Business Combination Agreement is hereby amended and restated<br>in its entirety as follows:
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“Notwithstanding anything in this Section 5.1 or elsewhere in this Agreement to the contrary, nothing set forth in this Agreement shall give MEOA, directly or indirectly, the right to control or direct the operations of the Group Companies prior to the Closing; nor shall anything set forth in this Section 5.1 or otherwise in this Agreement prohibit the Company from issuing (A) securities from time to time in one or more tranches pursuant to that certain Equity Purchase Agreement, dated August 15, 2022, with Peak One Opportunity Fund, LP, and with any incremental tranche thereof being in an amount of not more than $250,000, and (B) convertible promissory notes (such notes, the “Rollover Notes”), up to a maximum aggregate amount of issuances pursuant to items (A) and (B) of this paragraph of $3,500,000 (the “Cap”), and in each instance, with the proceeds thereof to be used solely for transactional expenses related to this Agreement, working capital and operational purposes. If the Closing does not occur by November 30, 2022, the Cap shall be increased by $250,000 per month until such time as the earlier of the Closing hereunder or the expiration or termination of this Agreement.

(e)	Section 5.16(a) of the Business Combination Agreement is hereby amended and restated in its entirety as<br>follows:

“(a) MEOA shall take all such action within its power as may be necessary or appropriate such that effective immediately after the Effective Time (i) the MEOA Board shall initially consist of seven directors, which shall be divided into three classes, designated Class I, II and III, with Class I consisting of three directors, Class II consisting of two directors, and Class III consisting of two directors; (ii) the members of the MEOA Board are the individuals determined in accordance with Section 5.16(b); (iii) the members of the compensation committee, audit committee and nominating committee of the MEOA Board are the individuals determined in accordance with Section 5.16(c); and (iv) the officers of MEOA (the “Officers”) are the individuals determined in accordance with Section 5.16(d).”

(f)	Section 5.16(b) of the Business Combination Agreement is hereby amended and restated in its entirety as<br>follows:

“(b) The MEOA Board immediately after the Effective Time shall consist of seven individuals in accordance with Section 2.1(a)(v). Furthermore, immediately after the Effective Time, MEOA shall form a strategic advisory committee, which shall consist of the two individuals identified on Section 5.16(b) of the Company Disclosure Schedules plus Shawn Rochester as the individual designated by the Sponsor.”

(g)

The requirement in Section 6.2(j) of the BCA that each of the Supporting Company Stockholders identified in clause (i) immediately below sign and deliver at Closing a lock-up agreement, as contemplated by Section 2(c) of the Transaction Support Agreements or otherwise (each, a “Lock-Up Agreement”), shall be eliminated entirely, along with any references thereto, it being expressly understood that each of Arthur Smith, Craig Clement, Antonio Estrada and Post Road Special Opportunity Fund II LP / Post Road Special Opportunity Fund II Offshore LP are the only individuals who must sign and deliver Lock-Up Agreements at or prior to Closing and have done so.

(h)	The provisions of Section 5.13 of the BCA and all of the corresponding references<br>thereto (including, without limitation, the references in the tenth Recital of and Schedule I to the BCA) requiring that the Supporting<br>Company Stockholders listed on Schedule I to the BCA execute and deliver Transaction Support Agreements shall be amended by deletion therefrom<br>of the following holders of the issued and outstanding shares of Series B Preferred Stock, to wit: Graham Gardner, Thomas Motlow, Richard<br>Slaven, Roger Gault, Sherman Burns, 3BRT Investments LP, GMY-FW LP and Steven Highfill. For the avoidance of doubt, it is understood and<br>agreed that none of the identified individuals above shall be required to execute or deliver (nor shall the Company be required to cause<br>execution and/or delivery of) a Lock-Up Agreement or Company Support Agreement from any of them.
(i)	Section 7.1(d) of the Business Combination Agreement is hereby amended by elimination of the date<br>“May 30, 2023” as the Termination Date and replacement thereof with “June 15, 2023” as the Termination Date.
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(h)

The provisions of Section 5.13 of the BCA and all of the corresponding references thereto (including, without limitation, the references in the tenth Recital of and Schedule I to the BCA) requiring that the Supporting Company Stockholders listed on Schedule I to the BCA execute and deliver Transaction Support Agreements shall be amended by deletion therefrom of the following holders of the issued and outstanding shares of Series B Preferred Stock, to wit: Graham Gardner, Thomas Motlow, Richard Slaven, Roger Gault, Sherman Burns, 3BRT Investments LP, GMY-FW LP and Steven Highfill. For the avoidance of doubt, it is understood and agreed that none of the identified individuals above shall be required to execute or deliver (nor shall the Company be required to cause execution and/or delivery of) a Lock-Up Agreement or Company Support Agreement from any of them.

(i)

Section 7.1(d) of the Business Combination Agreement is hereby amended by elimination of the date “May 30, 2023” as the Termination Date and replacement thereof with “June 15, 2023” as the Termination Date.

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Acknowledgmentsas to Business Combination Extension Fees. In addition to the foregoing, it is hereby agreed and acknowledged that, any requirement set forth in the Business Combination Agreement that the Company fund or otherwise contribute to payment of any of the costs, fees or expenses related to extension of the period of time available for MEOA to complete a business combination (as provided in MEOA’s Governing Documents or the Trust Agreement) is of no further force or effect whatsoever, all such requirements having expired prior to the date hereof pursuant to the terms of the Business Combination Agreement. It is further agreed and acknowledged that, in the event that MEOA determines to further extend the period of time available to it to complete a business combination, should the Company determine to do so, it may but shall not be obligated in any way to contribute to or otherwise fund, in whole or in part, the costs, fees or expenses related thereto.
Effecton 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.
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]

Inwitness whereof, the undersigned have executed this Amendment No. 4 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 No. 4 to MEOA-DigeratiBusiness Combination Agreement]