Item 7.01 Regulation FD Disclosure.
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 MEOA 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”).
On March 20, 2023, Digerati
issued a press release regarding its financial results for the three and six months ended January 31, 2023 (which results were previously
disclosed in the Quarterly Report on Form 10-Q that Digerati filed on March 17, 2023). The press release also contained an update regarding
the Merger. The press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.
Exhibit 99.1 is being furnished
pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of
1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor
will it be deemed to be incorporated by reference in any filing under the Securities Act of
1933, as amended (the “Securities Act”), or the Exchange Act.
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.
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.
