Digerati Technologies, Inc. (OTCPK:DTGI) submitted a non-binding term sheet to acquire Minority Equality Opportunities Acquisition Inc. (NasdaqCM:MEOA) from Minority Equality Opportunities Acquisition Sponsor, LLC and others in a reverse merger transaction on July 15, 2022. Digerati Technologies, Inc. (OTCPK:DTGI) signed a definitive agreement to acquire Minority Equality Opportunities Acquisition Inc. (NasdaqCM:MEOA) from Minority Equality Opportunities Acquisition Sponsor, LLC and others for $72.1 million in a reverse merger transaction on August 30, 2022. The all-stock transaction forms a company with an initial equity value of approximately $228 million translating into an enterprise value of approximately $145 million, assuming no redemptions from MEOA’s shareholders. As of February 14, 2023, the total share consideration shall be equal to 7.1 million MEOA Shares. Digerati and MEOA will merge to create a combined company listed on NASDAQ. In addition, MEOA will be renamed Digerati Holdings, Inc. The current Digerati management team, led by Arthur L. Smith, will continue to run the Company. Corporate directors for the new entity are current Digerati directors and two new directors, including Shawn D. Rochester, President and Chief Executive Officer of MEOA. MEOA shall pay a termination fee of $2 million to Digerati and Digerati shall pay a termination fee of $2 million to MEOA.

The transaction is subject to approval by the stockholders of MEOA and Digerati, the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the rules and regulations promulgated thereunder relating to the Business Combination having expired or been terminated, the registration statement on Form S-4 being effective, the receipt by MEOA at or prior to the Closing of a lock-up agreement between certain Digerati stockholders and MEOA, approval by the Nasdaq Stock Market (“Nasdaq”) of MEOA’s initial listing application filed in connection with the Business Combination, and the fulfillment of other customary closing conditions. The transaction has been approved by the boards of directors of both of Digerati and MEOA. On November 29, 2022, the shareholders of MEOA have approved the extension by which MEOA must consummate the initial business combination from November 30, 2022 up to six (6) one-month extensions to May 30, 2023. The Business Combination Agreement was extended through April 28, 2023. On May 24, 2023, MEOA determined to postpone the Special Meeting May 26, 2023, and on May 25, 2023, MEOA determined to further postpone the Special Meeting until May 31, 2023. On May 30, 2023, MEOA determined to further postpone the Special Meeting until a date, on or prior to June 12, 2023, to be determined by MEOA. The transaction is expected to close in the fourth calendar quarter of 2022. The Business Combination is expected to close in the first calendar quarter of 2023. As of March 14, 2023, the transaction is expected to close in the second quarter of CY 2023.

PGP Capital Advisors, LLC and Vaughan Capital Advisors, LLC acted as financial advisors and due diligence providers to MEOA and Ali Panjwani and Michael Campoli of Pryor Cashman LLP acted as legal counsel and due diligence provider for MEOA. Maxim Group LLC acted as financial advisor with a service fee of equal to 3.5% of the transaction consideration and due diligence provider and Steven A. Lipstein and Joseph M. Lucosky of Lucosky Brookman acted as legal counsel and due diligence provider to Digerati in connection with the transaction. Continental Stock Transfer & Trust Company acted as transfer agent to MEOA. Karen Smith of Advantage Proxy, Inc. acted as information agent to MEOA. BDO USA, LLP acted as due diligence provider to MEOA. Newbridge Securities Corporation acted as financial advisor and fairness opinion provider with a service fee of $0.15 million to MEOA. MEOA will pay Advantage Proxy a fee of $7,500 for proxy solicitation.

Digerati Technologies, Inc. (OTCPK:DTGI) cancelled the acquisition of Minority Equality Opportunities Acquisition Inc. (NasdaqCM:MEOA) from Minority Equality Opportunities Acquisition Sponsor, LLC and others in a reverse merger transaction on June 15, 2023.