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Minority Equality Opportunities Acquisition Inc. *

Minority Equality Opportunities Acquisition Inc. *

Jul 29, 2021 by sam.beattie

LIQUIDATION – 7/3/23 – LINK

  • The Company anticipates that the last day of trading in the Class A ordinary shares will be July 3, 2023.
    • The per-share redemption price will be approximately $10.91.

The below-announced combination was terminated on 6/22/23.  It will remain on the page for reference purposes only. Once a new combination is announced it will be added to the top of the page.

PROPOSED BUSINESS COMBINATION: Digerati Technologies, Inc. [TERMINATED]

ENTERPRISE VALUE: $144.6 million
ANTICIPATED SYMBOL: tbd

Minority Equality Opportunities Acquisition Inc. proposes to combine with 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 subsidiaries NextLevel Internet (NextLevelinternet.com), T3 Communications (T3com.com), Nexogy (Nexogy.com), and SkyNet Telecom (Skynettelecom.net), Digerati 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. Digerati 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™

EXTENSION – 5/23/23 – LINK

  • The SPAC approved the extension from May 30, 2023 to August 30, 2023.
    • 178,068 shares were redeemed for $10.78 per share.
    • $83,333.33 per month will be deposited into the trust account.

SUBSEQUENT EVENT – 5/5/23 – LINK

  • The SPAC extended the Outside date from April 28, 023 to May 30, 2023.

SUBSEQUENT EVENT – 3/1/23 – LINK

  • The SPAC extended the Outside date from February 25, 2023 to April 28, 2023

SUBSEQUENT EVENT – 2-17-23 LINK

  • On February 14, 2023, MEOA, Merger Sub and Digerati entered into an Amendment No. 1 to the Original Business Combination Agreement
    • (i) increases the implied equity value of Digerati from $68,680,807 to $71,080,810 to give effect to the issuance by Digerati to Maxim Group LLC, immediately prior to the effective time of the Merger, of such number of shares of the common stock of Digerati (“Digerati Common Stock”) as would be exchanged for an aggregate of 240,000 shares of the common stock of MEOA at the effective time of the Merger as partial compensation for financial advisory services that Maxim Group LLC and/or its affiliates provided to Digerati in connection with the Merger;
    • (ii) clarifies that the shares of Digerati Common Stock underlying those certain warrants to purchase up to 13,534,535 shares of Digerati Common Stock that Digerati issued to four (4) bridge lenders in November and December 2022, including, without limitation, that certain warrant to purchase up to 10,500,000 shares of Digerati Common Stock that Digerati issued to Mast Hill Fund, L.P. on or about November 29, 2022, will not be included as part of the $71,080,810 implied equity value of Digerati; and
    • (iii) clarifies that none of the shares of Digerati Common Stock underlying any of the convertible promissory notes of Digerati that are outstanding at the effective time of the Merger are part of the $71,080,810 implied equity value of Digerati.

EXTENSION – 12/5/22 – LINK

  • Minority Equality Opportunities Acquisition Inc. announced that, at a special meeting of its stockholders held on November 29, 2022, its stockholders had approved an amendment to its amended and restated certificate of incorporation to extend the date by which the Company must consummate its initial business combination from November 30, 2022 up to six one-month extensions to May 30, 2023, or such earlier date as determined by the Company’s board of directors.
  • In connection with each one-month extension, funds in the amount of $83,333.33 must be deposited into the Company’s trust account, for an aggregate deposit for the full six-month extension period of $500,000.
  • On November 30, 2022, $83,333.33 was deposited into the Company’s trust account to extend the period by which the Company must consummate its initial business combination for the first of such one-month extensions.
  • The extension provides the Company with additional time to complete its proposed business combination with Digerati Technologies, Inc. pursuant to the Business Combination Agreement dated as of August 30, 2022 between the Company and Digerati Technologies, Inc.
  • In connection with the Meeting, stockholders holding 11,691,103 shares of the Company’s Class A common stock issued in the Company’s initial public offering exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s trust account. As a result, approximately $120.8 million (approximately $10.33 per share) was removed from the Company’s trust account to pay such holders.

TRANSACTION

  • 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.

moea overview

PIPE

  • There is no PIPE.

LOCK-UP

  • Company and Sponsor
    • 180 days from the Closing Date

NOTABLE CONDITIONS TO CLOSING

  • No order or law issued by any court of competent jurisdiction or other governmental entity or other legal restraint or prohibition preventing the consummation of the transactions contemplated by the Business Combination being in effect
  • MEOA shall have repaid, or shall have irrevocably arranged to have repaid upon the Closing, any and all loans that have been made to MEOA by Minority Equality Opportunities Acquisition Sponsor, LLC (the “Sponsor”), or, in lieu thereof, and with the consent of the Sponsor, such loans have been converted into warrants to purchase MEOA Shares

NOTABLE CONDITIONS TO TERMINATION

  • February 25, 2023 (the “Termination Date”)
    • The SPAC extended the Outside date from February 25, 2023 to April 28, 2023 – LINK
    • The SPAC extended the Outside date from April 28, 023 to May 30, 2023. – LINK
  • By either MEOA or Digerati, if the Closing does not occur on or prior to the Termination Date, unless the breach of any covenants or obligations under the Business Combination Agreement by the party seeking to terminate proximately caused the failure to consummate the transactions contemplated by the Business Combination Agreement
  • By Digerati, should MEOA not have timely taken such actions as are reasonably necessary to extend the period of time for it to complete an initial business combination for an additional period of three months from November 30, 2022; provided, that it shall be the obligation of Digerati to timely make the deposit into the Trust Account in connection with such extension, and Digerati shall not have a right to terminate the Business Combination Agreement as a result of Digerati’s failure to make such deposit
  • By MEOA should Digerati not deposit into the Trust Account in a timely manner the funds necessary to extend the period for MEOA to complete an initial business combination for an additional period of three months from November 30, 2022, in accordance with, and as required pursuant to, the Business Combination Agreement

In the result of a deal termination:

  • If the Business Combination Agreement is validly terminated, none of the parties to the Business Combination Agreement will have any liability or any further obligation under the Business Combination Agreement other than customary confidentiality obligations, except in the case of a Willful Breach of any covenant or agreement under the Business Combination Agreement or Fraud, provided, that:
    • (A) if MEOA terminates the Business Combination Agreement pursuant to clauses (ii), (vi), (vii) or (viii) of the preceding paragraph, Digerati shall pay to MEOA, promptly following such termination, and in any event within not less than five business days following delivery of notice of termination, a termination fee in the amount of $2,000,000,
    • (B) if Digerati terminates the Business Combination Agreement pursuant to clauses (iii) or (ix) of the preceding paragraph, MEOA shall pay to Digerati promptly following such termination, and in any event within not less than five business days following delivery of notice of termination, a termination fee in the amount of $2,000,000 and
    • (C) in the event of a termination by MEOA pursuant to clauses (ix) or (x) of the preceding paragraph, Digerati shall pay to MEOA, promptly following such termination, and in any event within not less than five business days following delivery of notice of termination, a termination fee in the amount of $1,265,000.

ADVISORS

  • PGP Capital Advisors, LLC acted as financial advisors to MEOA
  • Vaughan Capital Advisors, LLC acted as financial advisors to MEOA
  • Pryor Cashman LLP acted as legal counsel for MEOA.
  • Maxim Group LLC acted as financial advisor to Digerati
  • Lucosky Brookman acted as legal counsel to Digerati

EXTENSION – 9/2/22 – LINK

  • Minority Equality Opportunities Acquisition Inc. announced that its board of directors has elected to extend the date by which the Company has to consummate a business combination from August 30, 2022, to November 30, 2022.
  • In connection with and as a condition to the Extension, an affiliate of Minority Equality Opportunities Acquisition Sponsor, LLC, the Company’s sponsor, deposited an aggregate of $1,265,000 (representing $0.10 per public share) into the Company’s trust account.

MANAGEMENT & BOARD

Executive Officers

Shawn D. Rochester, 48
Chief Executive Officer, President, and Chairman of the Board of Directors

Mr. Rochester has served as Chief Executive Officer of Good Steward LLC and as Founder of PHD Enterprises since June 2013, and as Vice Chairman of Highland Poe since April 2021, which entities provide, collectively, services relating to financial consulting, economic advocacy, corporate strategy and equitable growth. He is also a sought-after speaker, an economic development advocate and the author of the critically acclaimed book, The Black Tax: The Cost of Being Black in America, which book is a data-driven, evidence-based account of the massive systemic financial burden Black Americans have endured since the early 1600s. Since his book’s debut, Mr. Rochester has advised Fortune 100 C-suite executives and given presentations before state legislatures and the United Nations on how his PHD economic framework leads to truly inclusive and equitable economic strategies that drive jobs, business and capital strategies that spur a stronger U.S. and international eco-system. Mr. Rochester has received citations from the New York State Assembly and the New York City Council for his work in economic development and was also selected by the International Human Rights Commission Relief Fund Trust (IHRC-RFT) to be listed in its 2019 almanac as one of the Top 100 Human Rights Defenders for his efforts to educate people on the financial cost of discrimination (past and present) against members of the African Diaspora in America. In addition, Mr. Rochester is a seasoned corporate development and strategy executive who has: (1) extensive strategic planning experience with global industry leading organizations in the midst of major technological change; (2) executed transactions globally and evaluated scores of acquisition targets; (3) a deep understanding of the global competitive landscape having spent many years travelling extensively across Asia and Europe in pursuit of new organic and inorganic growth opportunities; and (4) led cross functional teams to execute complex cross border projects to drive incremental revenue and profit. During his time in the private sector, from October 2007 to May 2013, Mr. Rochester served as the Global Director of New Business Development for Amphenol Corporation’s AITC Group, responsible for mergers, acquisitions and identifying new growth opportunities for a substantial portfolio of businesses covering the IT and Data Communications marketplace. Earlier in his career, Mr. Rochester worked for IBM Corporation in Corporate Development, Finance & Planning, and Treasury. Mr. Rochester also was a member of IBM’s Emerging Business Opportunities (EBO) program, which has been featured in a Harvard Business School Case study and a Stanford Business School Research Paper. As a member of IBM’s EBO program, Mr. Rochester represented Corporate Finance and worked closely with Corporate Strategy and various global general managers to identify, fund and monitor businesses that represented significant revenue generating opportunities. Mr. Rochester holds a Master’s degree in Business Administration from the University of Chicago Booth School of Business, with a concentration in Accounting and Finance, and a Bachelor of Science degree in Chemical Engineering from the University of Rochester.

Robin D. Watkins, 49
Chief Financial Officer, Treasurer, Secretary, and Director

Ms. Watkins, who started her career implementing Sarbanes-Oxley mandates for US Airways and other public companies, brings more than twenty years of strategic financial and operational accounting to our company. For more than ten years, Ms. Watkins has held senior and mid-level positions at Deloitte LLP, where she has served as a Manager in the Advisory Consulting Practice since May 2018, and PricewaterhouseCoopers, where she served as Senior Associate from May 2010 to May 2018, and as a result of such service, she is highly regarded for the strategic planning and audit-readiness advice given to federal agencies such as the Departments of Defense, Justice, and Homeland Security, as well as the US Postal Service. Ms. Watkins is well-versed in financial risk mitigation assessments, internal controls, and compliance audits. During her career, Ms. Watkins has also consulted a wide range of non-profit and community-based organizations, performing services that included financial statement preparation and analysis, internal audits, risk assessments, and tax return preparation. Ms. Watkins holds a BA in Accounting from Drexel University and is a member of the American Institute of CPAs.

 

Board of Directors

Ronald D. Busby, Sr., 62
Director

 As President and Chief Executive Officer of the U.S. Black Chambers, Inc. (USBC), in which capacity Mr. Busby has served since he founded USBC in March 2009, Mr. Busby brings a lifetime of small and minority-owned business, executive management and public policy expertise to our company. Mr. Busby launched his business career working in positions of increasing responsibility at Exxon, IBM, and Coca Cola USA during the 1980’s. Later, he formed his own company, USA Superclean, as well as two other successful janitorial firms — Building Maintenance Services and American Janitorial Services. Mr. Busby is the former president of the Greater Phoenix Black Chamber of Commerce and currently serves on the Pfizer Small Business Council, National Newspapers Publishers Association Foundation Board of Directors, and the White House African American Leadership Council. He also served on the U.S. Small Business Administration’s Council on Underserved Communities. Mr. Busby has testified before the United State Congress and has appeared on CNN, Fox News, and MSNBC to discuss the changing economics and viability of Black-owned companies in America. A native of Oakland, California, Mr. Busby holds a BA in Marketing and Economics from Florida A&M and an MBA from Clark Atlanta University. He is also a member of Kappa Alpha Psi Fraternity, Inc.

Patrick F. Linehan, 50
Director

Mr. Linehan has been a Partner at the internationally recognized law firm of Steptoe & Johnson LLP since January 2013, where he represents individuals and corporations in both civil litigation and criminal investigations matters. Mr. Linehan is also a member of the firm’s Securities Enforcement, Antitrust/Competition, Government Contracts and Financial Services practice groups. Mr. Linehan has been recognized as a Washington, DC “Super Lawyer” 2019-2021 (Criminal Defense: White-Collar) and 2017-2018 (Securities Litigation), and Legal 500 US in 2016 (Litigation: White-Collar Criminal Defense). Mr. Linehan holds a J.D. from Georgetown University Law Center, an Ed.M. from Harvard University and a B.A. from Yale University. His bar memberships include the District of Columbia and the State of New York.

Julianne Malveaux, 67
Director

Dr. Malveaux is an internationally known author, public speaker, and thought leader on how race, gender, and economics impact our country. Dr. Malveaux served as the president of Bennett College in North Carolina from June 2007 to May 2012, and during her distinguished academic career she has been faculty or visiting faculty at the New School for Social Research, San Francisco State University, University of California Berkeley, College of Notre Dame (San Mateo, California), Michigan State University and Howard University. Dr. Malveaux currently serves as a Senior Advisor at Cover Communications, a minority-owned strategic communications and public affairs firm. As a senior advisor, Dr. Malveaux provides advice to CEOs and industry leaders on how to achieve their talent acquisition and supplier/vendor relations diversity goals. She is also a prolific public speaker on issues related to women and economics, and racial equity in public policy. Her community service work includes serving as the Honorary Co-Chair of the Social Action Commission of Delta Sigma Theta Sorority, Incorporated and serving on the boards of the Economic Policy Institute, a non-profit think tank that carries out economic research and analyzes the economic impact of policies and proposals, and The Recreation Wish List Committee of Washington, DC. A native of San Francisco, California, Dr. Malveaux holds a Ph.D. in Economics from MIT and a B.A. in Economics from Boston College, as well as honorary degrees from Benedict College, Sojourner-Douglass College and the University of the District of Columbia.

 

Bysam.beattie