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): ~~June~~July 153, 2023

MINORITY EQUALITY OPPORTUNITIES ACQUISITION INC.

(Exact name of registrant as specified in its charter)

Delaware		001-40756		86-3436718
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

100 Executive Court

Waxahachie, Texas 75165

(Address of principal executive offices, including zip code)

(214) 444-7321

(Registrant’s telephone number, including area code)

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:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement 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 of each class:	Trading symbol	Name of each exchange on which registered
Units, each consisting of one share of Class A Common Stock, and one Warrant	MEOAU	The Nasdaq Stock Market LLC
Class A Common Stock, par value $0.0001 per share	MEOA	The Nasdaq Stock Market LLC
Warrants, each warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share	MEOAW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 1.02. Termination of a Material Definitive Agreement.

As previously disclosed by Minority Equality Opportunities Acquisition Inc., a Delaware corporation (“MEOA”), in a Current Report on Form 8-K that it filed with the U.S. Securities and Exchange Commission on September 6, 2022, on August 30, 2022, MEOA, MEOA Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of MEOA, and Digerati Technologies, Inc., a Nevada corporation (“Digerati”), entered into a Business Combination Agreement (the “BCA”), pursuant to which, among other things, MEOA Merger Sub, Inc. would merge with and into Digerati, with Digerati as the surviving company in the merger and, after giving effect to such merger, Digerati would be a wholly-owned subsidiary of MEOA. On June 15, 2023, MEOA terminated the BCA, and abandoned the business combination contemplated thereby, pursuant to Sections 7.1(d) and 7.1(k) thereof, and delivered written notice of such termination to Digerati. The termination of the BCA shall have the effects set forth in Section 7.2 of the BCA.

On June 15, 2023, MEOA also received a letter from Digerati pursuant to which Digerati informed MEOA that Digerati had determined to, and did thereby, terminate the BCA pursuant to Section 7.1(d) of the BCA.

The termination of the BCA also terminates and makes void the Transaction Support Agreements and the Sponsor Letter Agreement (each as defined in the BCA), which were executed concurrently with the BCA.

Item 8.01. Other Events.

On ~~May~~July 3, 2023, ~~MEOA~~Minority Equality ~~filed~~Opportunities ~~with~~Acquisition Inc. (the ~~Securities~~“Company”) issued a press release announcing that, since the Company did not complete an initial business combination on or prior to June 30, 2023, the deadline by which the Company must complete an initial business combination pursuant to its Amended and ~~Exchange~~Restated ~~Commission~~Certificate of Incorporation (the “~~SEC~~Amended Charter”), athe Company ~~definitive~~intends ~~proxy~~to ~~statement~~dissolve /and ~~final~~liquidate ~~prospectus~~in accordance with ~~respect~~the toprovisions aof ~~special~~the ~~meeting~~Amended Charter, and will redeem all of ~~its stockholders~~the tooutstanding beshares ~~held~~of onClass ~~Wednesday,~~A ~~May~~common ~~24,~~stock ~~2023~~that atwere ~~10:00~~included ~~a.m.~~in ~~EDT~~the units issued in the Company’s initial public offering (the “~~Special~~Public ~~Meeting~~Shares”), toat ~~vote~~an ~~on,~~estimated ~~among~~per-share ~~other~~redemption ~~things, a~~price ~~proposal~~of toapproximately $10.91 ~~adopt~~(after ~~and~~deducting ~~approve~~anticipated ~~the~~liquidation ~~BCA~~expenses and ~~the~~tax ~~business~~obligations ~~combination~~of ~~contemplated~~the ~~thereby~~Company).

OnAs ~~May~~of ~~24,~~the ~~2023,~~close ~~MEOA~~of ~~determined to postpone the~~business ~~Special~~on ~~Meeting~~July ~~until Friday~~3, ~~May 26,~~ 2023, ~~and~~the onPublic ~~each~~Shares ofwill ~~May~~be ~~25,~~deemed ~~2023,~~cancelled ~~May 31, 2023~~ and ~~June~~will ~~12,~~represent ~~2023~~only ~~MEOA~~the ~~determined~~right to ~~further~~receive ~~postpone~~ the ~~Special~~redemption ~~Meeting~~amount.

OnIn ~~June~~order ~~15,~~to ~~2023,~~provide infor the ~~light~~disbursement of funds from the ~~termination~~trust account, the Company has instructed Continental Stock Transfer & Trust Company, the trustee of the ~~BCA~~trust ~~described~~account, to take all necessary actions to liquidate the securities held in ~~Item~~the 1trust account.02 ~~above,~~The ~~MEOA~~proceeds ~~determined~~of the trust account will be held in a non-interest bearing account while awaiting disbursement to ~~cancel~~the holders of the ~~Special~~Public ~~Meeting~~Shares. ~~and~~Record toholders ~~withdraw~~will ~~from~~receive their ~~consideration~~pro rata portion of the proceeds of the trust account by ~~its~~delivering ~~stockholders~~their Public Shares to Continental Stock Transfer & Trust Company, the ~~proposals~~Company’s ~~set~~transfer ~~forth~~agent. Beneficial owners of Public Shares held in ~~the~~“street ~~definitive~~name,” ~~proxy~~however, ~~statement~~will /not ~~final~~need to ~~prospectus~~take ~~filed~~any ~~with~~action in order to receive the ~~SEC~~redemption amount. The redemption of the Public Shares is expected to be completed on ~~May~~or 3about July 17, 2023.

AsThe aCompany’s ~~result~~sponsor has ofagreed ~~the~~to ~~cancellation~~waive ofits ~~the~~redemption ~~Special~~rights ~~Meeting,~~with ~~the~~respect ~~public~~to ~~shares~~its ofoutstanding ~~MEOA~~Class ~~that~~B ~~were~~common ~~submitted~~stock ~~for~~issued ~~redemption in~~prior ~~connection~~to ~~with~~ the ~~Special~~Company’s ~~Meeting~~initial public offering. There will be ~~returned~~no redemption rights or liquidating distributions with respect to the ~~holders~~Company’s ofwarrants, ~~such~~which ~~public~~will expire ~~shares~~worthless.

1The Company expects that The Nasdaq Stock Market LLC will file a Form 25 with the United States Securities and Exchange Commission (the “Commission”) to delist the Company’s securities. The Company thereafter expects to file a Form 15 with the Commission to terminate the registration of its securities under the Securities Exchange Act of 1934, as amended.

~~SIGNATURE~~A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

~~Pursuant~~Item to9.01. ~~the~~Financial ~~requirements~~Statements ofand ~~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.~~Exhibits

June 22, 2023	Minority Equality Opportunities Acquisition Inc.
	By:	/s/ Shawn D. Rochester
	Name:	Shawn D. Rochester
	Title:	Chief Executive Officer

(d) Exhibits

2The following exhibits are being filed herewith:

Exhibit Number		Description
99.1		Press release of Minority Equality Opportunities Acquisition Inc. dated July 3, 2023.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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.

July 3, 2023	Minority Equality Opportunities Acquisition Inc.

	By:	/s/ Shawn D. Rochester
	Name:	Shawn D. Rochester
	Title:	Chief Executive Officer

Filing Compare · Minority Equality Opportunities Acquisition Inc.