On May 3, 2023, Minority Equality Opportunities Acquisition Inc.
(NASDAQ: MEOA) (“MEOA” or the “Company”), a special purpose
acquisition company, filed a definitive proxy statement / final
prospectus with respect to a special meeting of its stockholders to
be held on Wednesday, May 24, 2023 at 10:00 a.m. EDT (the “Special
Meeting”) to vote on, among other things, a proposal to adopt and
approve that certain Business Combination Agreement by and among
MEOA, Digerati Technologies, Inc. (“Digerati”) and MEOA Merger Sub,
Inc., and the business combination contemplated thereby (the
“Business Combination”).
On May 24, 2023, MEOA determined to postpone the
Special Meeting until 10:00 a.m. EDT on Friday, May 26, 2023. On
May 25, 2023, MEOA determined to further postpone the Special
Meeting until 2:00 p.m. EDT on Wednesday, May 31, 2023.
The purpose of the second postponement of the
Special Meeting is to allow MEOA additional time to work with The
Nasdaq Stock Market regarding the halt in the trading of the
securities of MEOA for “additional information requested” from the
company that was announced by Nasdaq on May 24, 2023. The trading
halt was imposed following volatility in the trading price and
volume of MEOA’s securities on the morning on Wednesday, May 24,
2023. MEOA and its advisors have been in contact with
representatives of Nasdaq regarding the lifting of the trading halt
and the approval by Nasdaq of the listing application for the
securities of the combined company following the closing of the
Business Combination. MEOA and Digerati will continue to work on
closing the Business Combination as soon as possible following its
approval by the stockholders of each of MEOA and Digerati and the
satisfaction or waiver of any applicable closing conditions.
Also, as noted in MEOA’s press release dated May
24, 2023 and in the Current Report on Form 8-K that MEOA filed with
the Securities and Exchange Commission on that date, based upon the
preliminary reports that have been provided to MEOA, the holders of
an aggregate of 728,815 public shares of MEOA’s Class A common
stock have submitted requests that their public shares be redeemed
in connection with the Special Meeting, with these redemptions only
taking effect upon the closing of the Business Combination. Those
stockholders who submitted requests that their shares be redeemed
may withdraw such redemption requests, with MEOA’s consent, at any
time until the closing of the Business Combination. To date,
stockholders holding an aggregate of 60,455 public shares that were
submitted for redemption have withdrawn such requests, thereby
increasing the number of MEOA public shares that will remain
outstanding after the closing of the Business Combination to
112,468.
About Minority Equality Opportunities Acquisition
Inc.
Minority Equality Opportunities Acquisition Inc.
is a blank check company, also commonly referred to as a special
purpose acquisition company, or SPAC, organized under the laws of
Delaware and formed to effect a merger, share exchange, asset
acquisition, share purchase, reorganization or similar business
combination with companies that are minority owned, led or
founded.
About Digerati Technologies, Inc.
Digerati Technologies, Inc. (OTCQB: DTGI) is a
provider of cloud services specializing in UCaaS (Unified
Communications as a Service) solutions for the business market.
Through its operating subsidiary Verve Cloud, Inc. (f/k/a T3
Communications, Nexogy, and NextLevel Internet), the Company is
meeting the global needs of small businesses seeking simple,
flexible, reliable, and cost-effective communication and network
solutions including, cloud PBX, cloud telephony, cloud WAN, cloud
call center, cloud mobile, and the delivery of digital oxygen on
its broadband network. The Company has developed a robust
integration platform to fuel mergers and acquisitions in a highly
fragmented market. as it delivers business solutions on its
carrier-grade network and Only in the Cloud™. For more information,
please visit www.digerati-inc.com and follow DTGI on LinkedIn,
Twitter and Facebook.
INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN
HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER
REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED
THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE
INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
No Offer or Solicitation
This communication does not constitute an offer
to sell or the solicitation of an offer to buy any securities, or a
solicitation of any vote or approval, nor shall there be any sale
of securities in any jurisdiction in which such offer, solicitation
or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction.
Important Information and Where to Find
It
This press release is being made in respect of
the proposed business combination transaction involving MEOA and
Digerati. MEOA has filed a registration statement on Form S-4 with
the SEC, which includes a proxy statement for MEOA shareholders and
which also serves as a prospectus related to offers and sales of
the securities of the combined entity. A definitive proxy
statement/prospectus was sent to the stockholders of MEOA on or
about May 5, 2023, seeking required stockholder approval. Before
making any voting or investment decision, investors and security
holders of MEOA are urged to carefully read the entire registration
statement and proxy statement/prospectus, and any other relevant
documents filed with the SEC, as well as any amendments or
supplements to these documents, because they contain important
information about the proposed transaction. The documents filed
with the SEC may be obtained free of charge at the SEC’s website
at www.sec.gov.
In addition, the documents filed with the SEC
may be obtained free of charge from MEOA’s website
at https://www.meoaus.com.
Participants in the Solicitation
MEOA, Digerati and certain of their respective
directors and executive officers may be deemed to be participants
in the solicitation of proxies from stockholders, in favor of the
approval of the merger. Information regarding the directors and
executive officers of MEOA and Digerati, and other persons who may
be deemed participants in the solicitation, may be obtained by
reading the registration statement and the proxy
statement/prospectus and other relevant documents filed with the
SEC. Free copies of these documents may be obtained as described
above.
Forward-Looking Statements
This press release includes certain statements
that are not historical facts but are forward-looking statements
for purposes of the safe harbor provisions under the applicable
securities laws. Forward-looking statements generally are
accompanied by words such as “believe,” “may,” “will,” “estimate,”
“continue,” “anticipate,” “intend,” “expect,” “should,” “would,”
“plan,” “predict,” “potential,” “seem,” “seek,” “future,”
“outlook,” and similar expressions that predict or indicate future
events or trends or that are not statements of historical
matters.
These forward-looking statements include, but
are not limited to, statements regarding the terms and conditions
of the proposed business combination and related transactions
disclosed herein, the timing of the consummation of such
transactions, assumptions regarding shareholder redemptions and the
anticipated benefits and financial position of the parties
resulting therefrom. These statements are based on various
assumptions and/or on the current expectations of MEOA
or Digerati’s management. These forward-looking statements are
provided for illustrative purposes only and are not intended to
serve as and must not be relied on by any investor or other person
as, a guarantee, an assurance, a prediction or a definitive
statement of fact or probability. Actual events and circumstances
are difficult or impossible to predict and will differ from
assumptions. Many actual events and circumstances are beyond the
control of MEOA and/or Digerati. These forward-looking
statements are subject to a number of risks and uncertainties,
including but not limited to general economic, financial, legal,
political and business conditions and changes in domestic and
foreign markets; the amount of redemption requests made by
MEOA’s public shareholders; NASDAQ’s approval of the listing
application of the combined company; changes in the assumptions
underlying Digerati’s expectations regarding its future
business; the effects of competition on Digerati’s future business;
and the outcome of judicial proceedings to which Digerati is, or
may become, a party.
If the risks materialize or assumptions prove
incorrect, actual results could differ materially from the results
implied by these forward-looking statements. There may be
additional risks that Digerati and MEOA presently do not know or
currently believe are immaterial that could also cause actual
results to differ materially from those contained in the
forward-looking statements. In addition, forward-looking statements
reflect expectations, assumptions, plans or forecasts of future
events and views as of the date of this press release. Digerati and
MEOA anticipate that subsequent events and developments will cause
these assessments to change. However, while Digerati and/or MEOA
may elect to update these forward-looking statements at some point
in the future, each of Digerati and MEOA specifically disclaims any
obligation to do so, except as required by applicable law. These
forward-looking statements should not be relied upon as
representing Digerati’s or MEOA (or their respective affiliates’)
assessments as of any date subsequent to the date of this press
release. Accordingly, undue reliance should not be placed upon the
forward-looking statements.
Shawn D. RochesterChief Executive Officer214-444-7321
Minority Equality Opport... (NASDAQ:MEOA)
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Minority Equality Opport... (NASDAQ:MEOA)
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から 11 2023 まで 11 2024