UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

_____________________

SCHEDULE 14A

_____________________

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Check the appropriate box:

Digerati Technologies, Inc.
(Name of Registrant as Specified In Its Charter)

–––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

DIGERATI TECHNOLOGIES, INC.
8023 Vantage Dr., Suite 660,
San Antonio, TX 78230

To the Stockholders of Digerati Technologies, Inc:

On behalf of the board of directors of Digerati Technologies, Inc. (“Digerati”) we are pleased to enclose the proxy statement relating to the proposed transactions (collectively, the “Business Combination”) contemplated by that certain Business Combination Agreement, dated as of August 30, 2022 (as the same may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), by and among Minority Equality Opportunities Acquisition Inc., a Delaware corporation (“MEOA”), MEOA Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of MEOA (“Merger Sub”), and Digerati, a copy of which is attached to this proxy statement as Annex A-1. As used in this proxy statement, “New Digerati” refers to MEOA after giving effect to the consummation of the Business Combination.

On the date of the closing of the Business Combination (the “Closing Date”), Merger Sub will merge with and into Digerati, with Digerati as the surviving company in the Business Combination (the “Surviving Company”) and, after giving effect to such Business Combination, Digerati will be a wholly-owned subsidiary of MEOA. We refer to MEOA following the closing of the Business Combination as New Digerati. In connection with the Business Combination, MEOA will be renamed “Verve Technologies Corporation”, and Digerati will retain its name “Digerati Technologies, Inc.”

In connection with the Business Combination and the other matters described herein, you are cordially invited to attend the special meeting of stockholders (the “Special Meeting”) of Digerati, to be held at 11:00 a.m. Eastern Time, on May 25, 2023. Only stockholders who held shares of voting securities of Digerati at the close of business on May 2, 2023 will be entitled to attend and vote at the Special Meeting and at any adjournments and postponements thereof.

The Special Meeting will be conducted via teleconference using the following dial-in: 1-888-900-3629 (toll-free) within the U.S. or 1-210-624-7411 (standard rates apply) outside of the U.S.; participant passcode 78216#. You will be able to attend the Special Meeting telephonically and vote during the Special Meeting by emailing digerati@laurelhill.com and providing the unique control number that appears on your proxy card. The telephonic meeting format allows you to attend the Special Meeting from any location in the world.

MEOA’s Units, Public Shares and Public Warrants are currently listed on the Nasdaq Capital Market (“Nasdaq”) under the symbols “MEOAU,” “MEOA” and “MEOAW,” respectively. On May 10, 2023, the closing sale prices of MEOA’s Units, Public Shares and Public Warrant were $10.88, $11.128 and $0.0484, respectively. MEOA has applied for listing, to be effective at the time of the Business Combination, of New Digerati Common Stock and the Public Warrants on the Nasdaq Global Market under the proposed symbols “VRVE” and “VRVEW”, respectively. New Digerati will not have Units traded following the Closing of the Business Combination. It is a condition of the consummation of the Business Combination that MEOA receive confirmation from Nasdaq that New Digerati has been conditionally approved for listing on Nasdaq, but there can be no assurance such listing condition will be met or that MEOA will obtain such confirmation from Nasdaq. If such listing condition is not met or if such confirmation is not obtained, the Business Combination will not be consummated unless the Nasdaq condition set forth in the Business Combination Agreement is waived by the applicable parties.

At the Special Meeting, Digerati’s stockholders will be asked to vote on the following proposals, as more fully described in the accompanying proxy statement: (i) the Business Combination Proposal, and (ii) the Adjournment Proposal, if presented (collectively, the “Proposals”).

VOTING

Digerati’s board of directors unanimously recommends that Digerati’s stockholders vote “FOR” each of the Proposals to be presented to them.

The obligations of MEOA and Digerati to complete the Business Combination are subject to a number of conditions set forth in the Business Combination Agreement and are summarized in the accompanying proxy statement. More information about MEOA and Digerati, the Special Meeting and the transactions contemplated by the Business Combination Agreement is contained in the accompanying proxy statement. In particular, when you consider the recommendation regarding the Proposals by the board of directors of Digerati, you should keep in mind that Digerati’s directors and officers have interests in the Business Combination that are different from or in addition to, or may conflict with, your interests as a Digerati stockholder. You are encouraged to read the accompanying proxy statement in its entirety, including the section titled “Risk Factors” beginning on page 17.

Your vote is very important.    As a condition to the completion of the Business Combination, an affirmative vote of holders of a majority of the voting stock of Digerati entitled to vote on the Proposals, is required with respect to the Proposals.

You are hereby notified that appraisal rights are available to you as a Digerati stockholder under Nevada law. Please see the section titled “Appraisal Rights” beginning on page 4 of the accompanying proxy statement for a discussion of the availability of appraisal rights and the procedures required to be followed to assert appraisal rights in connection with the Business Combination.

On behalf of the Board, I thank you for your support and we look forward to the successful consummation of the Business Combination.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued under the accompanying proxy statement or determined that the accompanying proxy statement is accurate or complete. Any representation to the contrary is a criminal offense.

The accompanying proxy statement is dated May 12, 2023 and is first being mailed to the stockholders of Digerati Technologies, Inc. on or about May 12, 2023.

DIGERATI TECHNOLOGIES, INC.
8023 Vantage Dr., Suite 660,
San Antonio, TX 78230

NOTICE OF SPECIAL MEETING OF DIGERATI STOCKHOLDERS
TO BE HELD ON MAY 25, 2023

TO THE STOCKHOLDERS OF DIGERATI TECHNOLOGIES, INC.:

NOTICE IS HEREBY GIVEN that a special meeting of stockholders (the “Special Meeting”) of Digerati Technologies, Inc., a Nevada corporation (“Digerati”), will be held at 11:00 a.m. Eastern Time, on May 25, 2023. The Special Meeting will be conducted via teleconference using the following dial-in: 1-888-900-3629 (toll-free) within the U.S. or 1-210-624-7411 (standard rates apply) outside of the U.S.; participant passcode 78216#. You will be able to attend the Special Meeting telephonically and vote during the Special Meeting by emailing digerati@laurelhill.com and providing the unique control number that appears on your proxy card. You are cordially invited to attend the Special Meeting telephonically, which will be held for the following purposes:

(1)    The Business Combination Proposal — To consider and vote upon a proposal to approve the Business Combination Agreement, dated as of August 30, 2022 (as the same may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), by and among Minority Equality Opportunities Acquisition Inc., a Delaware corporation (“MEOA”), MEOA Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of MEOA (“Merger Sub”), and Digerati, and the transactions contemplated by the Business Combination Agreement, including the issuance of the merger consideration thereunder (collectively, the “Business Combination”). On the date of the closing of the Business Combination (the “Closing Date”), Merger Sub will merge with and into Digerati (the “Business Combination”), with Digerati as the surviving company in the Business Combination (the “Surviving Company”) and, after giving effect to such Business Combination, Digerati will be a wholly-owned subsidiary of MEOA as described in more detail in the attached proxy statement. We refer to MEOA following the closing of the Business Combination as New Digerati. In connection with the Business Combination, MEOA will be renamed “Verve Technologies Corporation”, and Digerati will retain its name “Digerati Technologies, Inc.” We refer to this proposal as the “Business Combination Proposal.”

(2)    The Adjournment Proposal — To consider and vote on a proposal to adjourn the special meeting to a later date or dates if necessary or appropriate to solicit additional proxies if there are insufficient votes to approve the Business Combination at the time of the special meeting. The Adjournment Proposal will not be submitted if the Business Combination Proposal is approved. We refer to this proposal as the “Adjournment Proposal” and, together with the Business Combination Proposal, the “Proposals.”

These Proposals are described in the accompanying proxy statement, which we encourage you to read in its entirety before voting. Only holders of record of the voting securities of Digerati at the close of business on May 2, 2023 (the “Record Date”) are entitled to notice of the Special Meeting and to vote and have their votes counted at the Special Meeting and any adjournments or postponements thereof.

After careful consideration, Digerati’s board of directors unanimously recommends that the stockholders vote “FOR” the Business Combination Proposal and “FOR” the Adjournment Proposal.

All stockholders of Digerati are cordially invited to attend the Special Meeting telephonically. To ensure your representation at the Special Meeting, however, you are urged to please promptly submit your proxy vote by telephone or to please mark, sign and date the enclosed proxy card and return it as soon as possible in the envelope provided. If you are a stockholder of record of voting securities of Digerati, you may also cast your vote during the Special Meeting by emailing digerati@laurelhill.com and providing the unique control number that appears on your proxy card. If your shares are held in an account at a brokerage firm or bank, or by a nominee, you must instruct your broker, bank or nominee on how to vote your shares or, if you wish to attend the Special Meeting and vote telephonically, obtain a proxy from your broker, bank or nominee.

Whether or not you plan to attend the Special Meeting, we urge you to read the accompanying proxy statement (and any documents incorporated into the accompanying proxy statement by reference) carefully. Please pay particular attention to the section titled “Risk Factors” in the accompanying proxy statement.

Your vote is important regardless of the number of shares you own. Whether you plan to attend the Special Meeting telephonically or not, please promptly submit your proxy vote by telephone or mark, sign and date the enclosed proxy card and return it as soon as possible in the envelope provided. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.

Important Notice Regarding the Availability of Proxy Materials for the Special Meeting of Stockholders to be held on May 25, 2023: This notice of meeting and the accompanying Proxy Statement are available at digerati.laurelhill.com.

Thank you for your participation. We look forward to your continued support.

IF NO SPECIFIC INSTRUCTIONS ARE GIVEN WITH REGARD TO THE MATTERS TO BE VOTED UPON, THE SHARES REPRESENTED BY A SIGNED PROXY CARD WILL BE VOTED “FOR” THE PROPOSALS LISTED ON THE PROXY CARD.

TABLE OF CONTENTS

ADDITIONAL INFORMATION

This document constitutes a notice of meeting and a proxy statement under Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with respect to the Special Meeting, at which Digerati stockholders will be asked to consider and vote upon a proposal to approve the Business Combination by the approval and adoption of the Business Combination Agreement, among other matters.

You should rely only on the information contained or incorporated by reference into this proxy statement. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this proxy statement. This proxy statement is dated as of the date set forth on the cover hereof. You should not assume that the information contained in this proxy statement is accurate as of any date other than that date. You should not assume that the information incorporated by reference into this proxy statement is accurate as of any date other than the date of such incorporated document. Neither the mailing of this proxy statement to Digerati stockholders nor the issuance of New Digerati Common Stock in connection with the Business Combination will create any implication to the contrary.

Information contained in this proxy statement regarding MEOA has been provided by MEOA and information contained in this proxy statement regarding Digerati has been provided by Digerati.

This proxy statement does not constitute an offer to sell or a solicitation of an offer to buy any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

Each of MEOA and Digerati files reports, proxy statements/prospectuses and other information with the SEC as required by the Exchange Act. You can read MEOA’s and Digerati’s SEC filings, including this proxy statement, over the Internet at the SEC’s website at http://www.sec.gov.

If you would like additional copies of this proxy statement or if you have questions about the Business Combination or the proposals to be presented at the Special Meeting, you should contact us by telephone or in writing:

Digerati Technologies, Inc.
8023 Vantage Dr., Suite 660,
San Antonio, TX 78230
Attn: Chief Financial Officer
Tel: (210) 614-7240

You may also obtain these documents by requesting them in writing or by telephone from our proxy solicitor at:

Laurel Hill Advisory Group
2 Robbins Lane, Suite 201
Jericho, NY 11753
Email: digerati@laurelhill.com
Toll-free: 888-742-1305

If you are a stockholder of Digerati and would like to request documents, please do so by May 18, 2023 (five (5) business days prior to the Special Meeting) to receive them before the Special Meeting. If you request any documents from us, we will mail them to you by first class mail, or another equally prompt means.

MARKET AND INDUSTRY DATA

Certain information contained in this document relates to or is based on studies, publications, surveys and other data obtained from third-party sources and MEOA’s and Digerati’s own internal estimates and research. While we believe these third-party sources to be reliable as of the date of this proxy statement, we have not independently verified the market and industry data contained in this proxy statement or the underlying assumptions relied on therein. Finally, while we believe our own internal research is reliable, such research has not been verified by any independent source. Notwithstanding the foregoing, we are responsible for all disclosure provided in this proxy statement.

TRADEMARKS

This document contains references to trademarks, trade names and service marks belonging to other entities. Solely for convenience, trademarks, trade names and service marks referred to in this proxy statement may appear without the ® or TM symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

SHARE CALCULATIONS AND OWNERSHIP PERCENTAGES

For purposes of calculating the number and percentage of shares of New Digerati Common Stock issued and outstanding immediately following the Closing of the Business Combination, we have assumed the following: (i) all of the issued and outstanding shares of Digerati’s convertible preferred stock is converted into shares of Digerati Common Stock immediately prior to the Closing of the Business Combination, resulting in the issuance of 2,853,522 shares of New Digerati Common Stock; (ii) none of the Digerati Options and Digerati Warrants (other than the Post Road Warrant) are exercised for New Digerati Common Stock in connection with the Business Combination, such that the underlying shares of New Digerati Common Stock are not issued and outstanding; (iii) none of the Public Warrants or Private Placement Warrants are exercised in connection with the Closing of the Business Combination, such that the underlying shares of New Digerati Common Stock are not issued and outstanding; (iv) none of the convertible promissory notes that may have been issued by Digerati prior to the Closing of the Business Combination and that are assumed by New Digerati are converted in connection with the Closing of the Business Combination, such that the underlying shares of New Digerati Common Stock are not issued and outstanding; (v) no shares of New Digerati Common Stock that are reserved for issuance under the equity compensation plans of Digerati are issued and outstanding immediately following the Closing of the Business Combination; (vi) neither MEOA nor New Digerati issues any shares of MEOA Common Stock or New Digerati Common Stock, as applicable, in connection with a financing transaction that closes following the date of this proxy statement but prior to or concurrently with the Closing of the Business Combination; (vii) an aggregate of 52,501 shares of New Digerati Common Stock are issued to the minority shareholders of T3 Communications, Inc., a majority-owned subsidiary of Digerati, concurrently with the Closing of the Business Combination; (viii) all shares of Class A Common Stock and Class B Common Stock are converted into shares of New Digerati Common Stock on a one-for-one basis; and (ix) up to 240,000 shares of New Digerati Common Stock are issued to Maxim in connection with the advisory services that it has provided to Digerati in connection with the Business Combination.

SELECTED DEFINITIONS

Unless otherwise stated in this proxy statement or the context otherwise requires, references to:

“Affiliate” means, with respect to any person, any other person who directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such person. The term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract or otherwise, and the terms “controlled” and “controlling” have meanings correlative thereto.

“Board” means the Digerati board of directors, unless the context otherwise requires.

“Bridge Loan Warrants” means 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. For purposes of this proxy statement, neither the Bridge Loan Warrants, nor any of the securities to be issued upon the exercise thereof, are included as part of the $71,080,810 implied equity value of Digerati, or in the 7,108,081 shares of New Digerati Common Stock being registered hereunder.

“Business Combination” means the transactions contemplated by the Business Combination Agreement.

“Business Combination Agreement” means the Business Combination Agreement, dated as of August 30, 2022, by and among MEOA, Merger Sub and Digerati, as it may be amended from time to time.

“Class A Common Stock” means the Class A common stock of MEOA, par value $0.0001 per share.

“Class B Common Stock” means the Class B common stock of MEOA, par value $0.0001 per share, which is convertible into shares of Class A Common Stock on a one-for-one basis.

“Closing” means the closing of the Business Combination.

“Code” means the United States Internal Revenue Code of 1986, as amended.

“Continental” means Continental Stock Transfer & Trust Company, transfer agent for MEOA.

“Current Bylaws” means MEOA’s Bylaws, as the same may be amended or restated from time to time.

“Current Charter” means MEOA’s amended and restated certificate of incorporation, as the same may be amended, restated, supplemented or modified from time to time.

“DGCL” means the Delaware General Corporation Law, as amended.

“Digerati” means Digerati Technologies, Inc., a Nevada corporation.

“Digerati Common Stock” means the common stock, par value $0.001 per share, of Digerati.

“Digerati Equityholders” means the holders of Digerati Common Stock, Digerati Options, Digerati Warrants and Rollover Preferred Stock.

“Digerati Equity Plan” means the Digerati Technologies, Inc. 2015 Equity Compensation Plan.

“Digerati Options” means options to purchase Digerati Common Stock, whether vested or unvested.

“Digerati Warrants” means warrants to purchase Digerati Common Stock.

“Dollars” or “$” means U.S. dollars, except where otherwise noted.

“Effective Time” means the effective time of the Business Combination.

“Equity Incentive Plan” means the Verve Technologies Corporation 2023 Omnibus Securities and Incentive Plan, approved by the MEOA Board, effective as of the date immediately preceding, and contingent on the consummation of, the Business Combination.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Extension Meeting” means the meeting of the stockholders of MEOA that was held on November 29, 2022.

“FCC” means the Federal Communications Commission.

“Founder Shares” means the shares of Class B Common Stock initially purchased by the Sponsor, and the shares of Class A Common Stock issuable upon conversion thereof.

“GAAP” means U.S. generally accepted accounting principles.

“Governing Documents” mean the legal document(s) by which any Person (other than an individual) establishes its legal existence or which govern its internal affairs. For example, the “Governing Documents” of a U.S. corporation are its certificate or articles of incorporation and bylaws, the “Governing Documents” of a U.S. limited partnership are its limited partnership agreement and certificate of limited partnership, the “Governing Documents” of a U.S. limited liability company are its operating or limited liability company agreement and certificate of formation.

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

“Initial Public Offering” or “IPO” means the initial public offering of MEOA, which closed on August 30, 2021.

“JOBS Act” means the Jumpstart Our Business Startups Act of 2012, as amended.

“Mast Hill Note” means that certain unsecured promissory note in the aggregate principal amount of approximately $1,670,000 with an original issue discount of $250,500 that Digerati issued to Mast Hill Fund, L.P. on or about November 29, 2022.

“Maxim” means Maxim Group LLC.

“MEOA” means Minority Equality Opportunities Acquisition Inc., a Delaware corporation.

“MEOA Common Stock” means the Class A Common Stock and Class B Common Stock of MEOA.

“MEOA Board” means the board of directors of MEOA.

“Merger” means the merger of Merger Sub with and into Digerati, with Digerati as the surviving corporation in the Merger and, after giving effect to the Merger, Digerati being a wholly-owned subsidiary of MEOA.

“Merger Sub” means MEOA Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of MEOA.

“Nasdaq” means The Nasdaq Stock Market.

“New Digerati” refers to MEOA following the consummation of the Business Combination.

“New Digerati Common Stock” means the common stock, par value $0.0001 per share, of New Digerati.

“New Digerati Preferred Stock” means the preferred stock, par value $0.0001 per share, of New Digerati.

“PCAOB” means the Public Company Accounting Oversight Board.

“PGP” means PGP Capital Advisors, LLC.

“Post Road Warrant” means, collectively, those certain warrants to purchase shares of Digerati Common Stock that were issued to Post Road Special Opportunity Fund II LP and Post Road Special Opportunity Fund II Offshore LP, which shall be exercised for shares of Digerati Common Stock prior to the Closing of the Business Combination.

“Private Placement Warrants” means the 6,027,500 warrants issued to the Sponsor and to Maxim concurrently with the Initial Public Offering, each of which is exercisable for one share of MEOA Class A Common Stock. Pursuant to the Sponsor Letter Agreement, the Sponsor agreed to forfeit 3,776,500 Private Placement Warrants upon the Closing of the Business Combination.

“Proposals” means the proposals to be voted on by Digerati’s stockholders at the Special Meeting.

“Proposed Bylaws” means the proposed amended and restated bylaws of New Digerati to be effective following Closing of the Business Combination.

“Public Shares” means the shares of Class A Common Stock included in the Units issued in the Initial Public Offering.

“Public Stockholders” means holders of Class A Common Stock issued in the Initial Public Offering.

“Public Warrants” means the warrants included in the Units issued in the Initial Public Offering, each of which is exercisable for one share of MEOA Class A Common Stock, in accordance with its terms.

“Rollover Option” means each vested and unvested Digerati Option which, at the Effective Time, by virtue of the Merger and without any action of any party or any other person, but subject to the terms of the Business Combination Agreement, will cease to represent the right to purchase shares of Digerati Common Stock and will be canceled in exchange for an option to purchase shares of New Digerati Common Stock. Each Rollover Option will be subject to the same terms and conditions (including applicable vesting, expiration and forfeiture provisions) that applied to the corresponding Digerati Option immediately prior to the Effective Time, except for (i) terms (A) rendered inoperative by reason of the transactions contemplated by the Business Combination Agreement (including any anti-dilution or other similar provisions that adjust the number of underlying shares that could become exercisable subject to the options) or (B) to the extent they conflict with the Digerati Equity Plan and (ii) such other immaterial administrative or ministerial changes as the New Digerati Board (or the compensation committee of the New Digerati Board) may determine in good faith are appropriate to effectuate the administration of the Rollover Options.

“Rollover Preferred Stock” means the shares of the Series A Preferred Stock of Digerati that are issued and outstanding as of, and that are not converted into shares of Digerati Common Stock prior to, the Closing.

“Rollover Warrant” means each Digerati Warrant (other than the Post Road Warrant, which will be exercised for shares of Digerati Common Stock prior to the Closing of the Business Combination) which, at the Effective Time, by virtue of the Merger and without any action of any party or any other person, will cease to represent the right to purchase shares of Digerati Common Stock and will be canceled in exchange for a warrant to purchase shares of New Digerati Common Stock. Each Rollover Warrant will be subject to the same terms and conditions that applied to the corresponding Digerati Warrant immediately prior to the Effective Time, except for (i) terms rendered inoperative by reason of the transactions contemplated by the Business Combination Agreement (including any anti-dilution or other similar provisions that adjust the number of underlying shares that could become exercisable subject to the warrants) and (ii) such other immaterial administrative or ministerial changes as the MEOA Board (or the compensation committee of the MEOA Board) may determine in good faith are appropriate to effectuate the administration of the Rollover Warrants. Please see the definition of “Bridge Loan Warrants” above for further details regarding the exclusion of the Bridge Loan Warrants and the securities issuable upon the exercise thereof from the $71,080,810 implied equity value of Digerati and from the 7,108,081 shares of New Digerati Common Stock being registered hereunder.

“Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002.

“Securities Act” means the Securities Act of 1933, as amended.

“Special Meeting” means the special meeting of stockholders of Digerati, scheduled to be held on May 25, 2023.

“Sponsor” means Minority Equality Opportunities Acquisition Sponsor, LLC, a Delaware limited liability company.

“Sponsor Letter Agreement” means that certain Sponsor Letter Agreement dated as of August 30, 2022 by and among the Sponsor, MEOA and Digerati.

“Transaction Share Consideration” means an aggregate number of shares of New Digerati Common Stock equal to (a) $71,080,810, divided by (b) $10.00. For the avoidance of doubt, Transaction Share Consideration shall be equal to 7,108,081 shares of New Digerati Common Stock, which amount is comprised of (x) the shares of New Digerati Common Stock issued to holders of Digerati Common Stock on the Closing Date plus (y) the shares of New Digerati Common Stock issuable after the Closing Date upon exercise or conversion, as applicable, of Vested Rollover Options, Rollover Warrants (other than the Bridge Loan Warrants), and shares of Rollover Preferred Stock.

“Vested Digerati Option” means each Digerati Option outstanding and unexercised as of immediately prior to the Effective Time that is vested as of immediately prior to the Effective Time.

“Vested Rollover Options” means Rollover Options issued in respect of Vested Digerati Options pursuant to the terms of the Business Combination Agreement.

“Trust Account” means the trust account maintained by Continental, acting as trustee, that holds the proceeds from MEOA’s Initial Public Offering and the private placement of the Private Placement Warrants and established for the benefit of the Public Stockholders in connection with the Initial Public Offering.

“Units” means the units of MEOA, each consisting of one (1) share of Class A Common Stock and one Public Warrant.

“VCA” means Vaughan Capital Advisors.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this proxy statement may constitute “forward-looking statements” for purposes of the federal securities laws. Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future, including those relating to the Business Combination. The information included in this proxy statement in relation to MEOA has been provided by MEOA and its management, and forward-looking statements include statements relating to the Business Combination. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this proxy statement may include, for example, statements about:

•        our ability to complete the Business Combination with MEOA;

•        satisfaction or waiver of the conditions to the Business Combination including, among others: (i) the approval by our stockholders of the Proposals necessary to consummate the Business Combination being obtained; (ii) the applicable waiting period under the HSR Act relating to the Business Combination Agreement having expired or been terminated; and (iii) that no material adverse effect regarding Digerati shall have occurred and be continuing;

•        the occurrence of any event, change or other circumstances, including the outcome of any legal proceedings that may be instituted against MEOA and Digerati following the announcement of the Business Combination Agreement and the transactions contemplated therein, that could give rise to the termination of the Business Combination Agreement;

•        the financial and business performance of New Digerati following the Business Combination, including projected financial information and business metrics;

•        the ability to obtain and/or maintain the listing of New Digerati Common Stock and the New Digerati Warrants on Nasdaq, and the potential liquidity and trading of such securities;

•        the amount of redemptions made by Public Stockholders;

•        the risk that the proposed Business Combination disrupts current plans and operations of Digerati as a result of the announcement and consummation of the proposed Business Combination;

•        the risk that the proposed Business Combination may not be completed in a timely manner or at all, which may adversely affect the price of MEOA’s securities;

•        the ability to recognize the anticipated benefits of the proposed Business Combination, which may be affected by, among other things, competition, the ability of New Digerati to grow and manage growth profitably and retain its key employees;

•        costs related to the proposed Business Combination;

•        our ability to raise financing in the future, if and when needed;

•        our success in retaining or recruiting, or changes required in, our officers, key employees or directors following the completion of the Business Combination;

•        our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving the Business Combination;

•        the impact of current and future applicable laws and regulations, whether in the United States or foreign countries, and our ability to comply with such laws and regulations;

•        global economic, political and social conditions and uncertainties in the markets that Digerati serves, including risks and uncertainties caused by the COVID-19 pandemic or other natural or man-made disasters;

•        the ability of Digerati to enter into strategic partnerships with third parties, to acquire businesses or form strategic alliances in the future, and to realize the benefits of such collaborations, acquisitions and alliances;

•        the ability of Digerati to adequately protect its proprietary technology and its ability to prevent third parties from infringing on its proprietary technology;

•        the risk that a third-party’s activities may overlap or interfere with the operations of Digerati;

•        the ability of Digerati to successfully develop and expand its operations and to effectively manage such growth;

•        risks related to our suppliers and distributors, including the loss of such suppliers or distributors, or their inability to provide adequate supply of materials or distribution;

•        the ability of Digerati to retain its senior executive officers and to attract and keep senior management and key personnel;

•        the ability of Digerati to increase revenues and to reduce losses going forward;

•        the ability of Digerati to accurately forecast revenue and appropriately monitor its expenses in the future;

•        the ability of Digerati to compete against other companies in the same industry or adjacent industries;

•        failure to maintain adequate operational and financial resources or raise additional capital or generate sufficient cash flows;

•        our ability to successfully protect against security breaches and other disruptions to our information technology structure;

•        the effect of COVID-19 on the foregoing, including our ability to consummate the Business Combination due to the uncertainty resulting from the ongoing COVID-19 pandemic; and

•        other factors detailed under the section titled “Risk Factors.”

The forward-looking statements contained in this proxy statement are based on current expectations and beliefs concerning future developments and their potential effects on us and/or MEOA.

There can be no assurance that future developments affecting us and/or MEOA will be those that we and/or MEOA have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control or the control of MEOA) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Some of these risks and uncertainties may in the future be amplified by the ongoing COVID-19 pandemic and there may be additional risks that we consider immaterial or which are unknown. It is not possible to predict or identify all such risks. Neither we nor Digerati undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Before any stockholder grants its proxy or instructs how its vote should be cast or vote on the proposals to be put to the Special Meeting, such stockholder should be aware that the occurrence of the events described in the “Risk Factors” section and elsewhere in this proxy statement may adversely affect us.

QUESTIONS AND ANSWERS

Q.     Why am I receiving this proxy statement?

A.     You are receiving this proxy statement in connection with the Special Meeting. Digerati is holding the Special Meeting to consider and vote upon the Proposals described below. Your vote is important. You are encouraged to vote as soon as possible after carefully reviewing this proxy statement.

Digerati’s stockholders are being asked to consider and vote upon the Business Combination Proposal to approve the Business Combination Agreement and the Business Combination contemplated thereby. Digerati and MEOA have agreed to the Business Combination under the terms of the Business Combination Agreement. Pursuant to the terms set forth in the Business Combination Agreement, subject to the satisfaction or waiver of the conditions to the Closing therein, Merger Sub will merge with and into Digerati, with Digerati surviving such merger as the surviving entity. Upon the Closing, Digerati will become a wholly-owned subsidiary of MEOA. Digerati stockholder approval of the Business Combination Agreement and the transactions contemplated thereby is required by the Business Combination Agreement. A copy of the Business Combination Agreement is attached to this proxy statement as Annex A and Digerati encourages its stockholders to read it in its entirety. See the section titled “Proposal 1: The Business Combination Proposal.”

Digerati’s stockholders are also being asked to consider and vote upon the Adjournment Proposal to adjourn the Special Meeting to a later date or dates, including, if necessary, including to permit further solicitation and vote of proxies if it is determined by Digerati that more time is necessary or appropriate to approve one or more Proposals at the Special Meeting. See the section titled “Proposal 2: The Adjournment Proposal.”

The presence, telephonically or by proxy, of Digerati stockholders representing the holders of a majority of the Digerati voting stock (including the votes represented by the Series F Preferred Stock) issued and outstanding on the Record Date and entitled to vote on the Proposals to be considered at the Special Meeting will constitute a quorum for the Special Meeting. The Business Combination Proposal must be approved by a majority of the holders of the Digerati voting stock voting as a single class in order for Digerati to complete the Business Combination as contemplated by the Business Combination Agreement.

YOUR VOTE IS IMPORTANT. YOU ARE ENCOURAGED TO VOTE AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT.

Q.     What is being voted on at the Special Meeting?

A.     At the Special Meeting, the stockholders of Digerati are being asked to vote on the following Proposals:

•        The Business Combination Proposal; and

•        The Adjournment Proposal, if it is presented at the Special Meeting.

Q.     Are the Proposals conditioned on one another?

A.     The Business Combination Proposal and Adjournment Proposal are independent from each other. The Business Combination Proposal and Adjournment Proposal, if presented, must be approved by the majority of Digerati’s voting stock voting as a single class.

Q.     Why is Digerati proposing the Business Combination?

A.     The Board believes that, based on its review and consideration, the Business Combination with MEOA presents an opportunity to increase stockholder value, in part due to the fact that following the consummation of the Business Combination, the Digerati stockholders would hold equity that is listed on the Nasdaq Global Market. However, there can be no assurance that the anticipated benefits of the Business Combination will be achieved. Stockholder approval of the Business Combination is required by the Business Combination Agreement.

Q.     What will happen in the Business Combination?

A.     At the closing of the Business Combination, Merger Sub will merge with and into Digerati, with Digerati surviving such merger as the surviving entity. Upon the Closing, Digerati will become a wholly-owned subsidiary of MEOA. In connection with the Business Combination, the cash held in the Trust Account after giving effect to

any redemption of shares by the Public Stockholders will be used to pay: (i) Public Stockholders who properly exercise their redemption rights; (ii) the underwriter in MEOA’s Initial Public Offering, Maxim Group LLC (“Maxim”), its deferred underwriting commission from the Initial Public Offering, in an amount equal to the product of (x) $4,554,000 and (y) one (1) minus the quotient resulting by dividing the percentage of redemptions of all Public Shares that were originally issued in the Initial Public Offering by two (2), the payment of which deferred underwriting commission shall be subordinate to the payments of up to $2,500,000 of Sponsor loans to MEOA and up to $2,500,000 of debt repayment to other parties; (iii) certain other fees, costs and expenses (including regulatory fees, legal fees, accounting fees, printer fees and other professional fees) that were incurred by MEOA or Digerati in connection with the Business Combination and pursuant to the terms of the Business Combination Agreement; (iv) unpaid franchise and income taxes of MEOA; (v) the Sponsor and/or its affiliates the outstanding balance under any loans made to MEOA for working capital purposes and/or for the purpose of extending the period of time for MEOA to consummate an initial business combination (such loans, “Working Capital Loans” and “Extension Loans”, respectively), which loans are in the aggregate amount of $1,765,000 as of the date of this proxy statement; and (vi) for general corporate purposes including, but not limited to, working capital for operations, capital expenditures and future potential acquisitions.

Q.     Will Digerati stockholders be subject to the same charter documents following the Business Combination?

A.     It is anticipated that the Digerati charter and bylaws that will be in effect as of the consummation of the Business Combination will be MEOA’s proposed amended and restated certificate of incorporation (attached to this proxy statement as Annex B) and MEOA’s proposed amended and restated bylaws (attached to this proxy statement as Annex C) (instead of the Digerati Second Amended and Restated Articles of Incorporation and the Digerati Second Amended and Restated Bylaws). See the section titled “Description of Digerati’s and MEOA’s Securities — Comparison of the Rights of Holders of Digerati Common Stock and New Digerati Common Stock after the Business Combination” for a summary of the material differences between the Digerati Second Amended and Restated Articles of Incorporation and the Digerati Second Amended and Restated Bylaws and MEOA’s proposed amended and restated certificate of incorporation and MEOA’s proposed amended and restated bylaws.

Q.     Will New Digerati have an equity incentive plan in effect following the Business Combination?

A.     Yes. One of the proposals that the MEOA stockholders have been presented with is for the approval of the Equity Incentive Plan (a copy of which is attached hereto at Annex D). Assuming that the Equity Incentive Plan is properly approved and adopted by the MEOA stockholders, it will be in effect at the time of the Business Combination. The purpose of the Equity Incentive Plan is to enable New Digerati to attract, retain and provide incentives to key management employees and non-employee directors of, and non-employee consultants to, New Digerati and its affiliates, and to align the interests of such employees, non-employee directors and non-employee consultants with those of the stockholders of New Digerati.

Q.     Will the Digerati directors be the directors of New Digerati upon consummation of the Business Combination?

A.     In the Business Combination Agreement, MEOA and Digerati agreed that following consummation of the Business Combination, the board of directors of MEOA would consist of five members comprised of (i) four individuals designated by Digerati (such individuals to be Arthur L. Smith, Craig K. Clement, Maxwell A. Polinsky and R. Greg Smith) and (ii) one individual designated by the Sponsor (such individual to be Shawn D. Rochester). Furthermore, immediately after the Effective Time, MEOA shall form a strategic advisory committee, which shall consist of the two individuals designated by Digerati plus an additional individual to be designated by the Sponsor. Subsequent to the Business Combination Agreement, the parties determined that Ernest Cunningham and Scott Crist would be appointed to serve as an independent member of the board of directors of MEOA to help satisfy applicable Nasdaq requirements. The election proposal related to this slate of directors has been presented by MEOA to its shareholders for approval ahead of the consummation of the Business Combination, and this slate of directors is expected to be seated in connection with the Business Combination. It is noted in this regard that the appointments of these seven directors will take effect under the terms of MEOA’s proposed amended and restated certificate of incorporation and MEOA’s proposed amended and restated bylaws. See “Management of New Digerati Following the Business Combination” for biographies related to each of the seven directors.

Q.     What interests do the Digerati officers and directors and have in the Business Combination?

A.     In considering the recommendation of the Digerati Board to vote in favor of the Business Combination, Digerati stockholders should be aware that, aside from their interests as stockholders, Digerati’s directors and officers have interests in the Business Combination that are different from, or in addition to, those of Digerati’s other stockholders generally. Digerati’s stockholders should take these interests into account in deciding whether to approve the Business Combination. These interests include, among other things the fact that Digerati’s executive officers’ and directors’ own shares of Digerati Common Stock and Digerati’s Series C Convertible Preferred Stock (which will be converted into Digerati Common Stock prior to the Closing and exchanged for shares of New Digerati Common Stock at the Closing) which were initially acquired for purchase prices below prices originally paid by other Digerati stockholders. In addition, it is anticipated that Arthur L. Smith, Craig K. Clement, and Maxwell A. Polinsky will each be a member of New Digerati’s Board following the closing of the Business Combination, and each of Digerati’s current officers will become officers of New Digerati following the closing of the Business Combination, and, as such, after the proposed Business Combination is consummated, Messrs. Smith, Clement, Polinsky and the officers may in the future receive cash fees, stock options or stock awards that New Digerati’s Board determines to pay to its directors and officers. These interests may have influenced Digerati’s directors in making their recommendation that you vote in favor of the approval of the Business Combination.

Q.     How much consideration and what is the form of consideration that stockholders of Digerati will receive in return for the acquisition of Digerati by MEOA?

A.     In connection with the completion of the Merger, stockholders of Digerati will collectively receive 6,868,081 shares of New Digerati Common Stock as consideration for their existing Digerati Common Stock (including the shares of Digerati Common Stock (a) issued to our officers and directors in exchange for the conversion of Digerati’s Series C Convertible Preferred Stock prior to the Closing; (b) issued in exchange for the conversion of Digerati’s Series B Convertible Preferred Stock; and (c) issued upon the exercise of the Post Road Warrant prior to the Closing) minus any shares of New Digerati Common Stock to be issued for (x) exercises of Rollover Warrants (the Bridge Loan Warrants (although they will be assumed by New Digerati) are not a part of the implied equity value of Digerati and are not part of the 6,868,801 shares) and (y) conversions of Rollover Preferred Stock. In addition to these 6,868,081 shares, New Digerati will issue 240,000 shares of New Digerati Common Stock to Maxim in connection with the advisory services that it provided to Digerati in connection with the Business Combination, for a total issuance of New Digerati Common Stock in connection with the Business Combination of 7,108,081 shares.

Each share of New Digerati Common Stock will provide the holder the rights to vote, receive dividends, and share in distributions in connection with a liquidation and other stockholder rights with respect to New Digerati.

In addition, all vested and unvested Digerati Options will be assumed by New Digerati and thereafter be settled or exercisable for shares of New Digerati Common Stock and each Rollover Warrant will be assumed by New Digerati and thereafter be a warrant to purchase shares of New Digerati Common Stock; provided, however, that the Bridge Loan Warrants (although they will be assumed by New Digerati) are not a part of the implied equity value of Digerati.

Q.     What equity stake will pre-Closing stockholders of MEOA and Digerati hold in New Digerati after the Closing?

A.     It is anticipated that, upon completion of the Business Combination and based on ownership as of the Record Date, the Public Stockholders will own approximately 9.0% of the issued and outstanding shares of New Digerati Common Stock and the holders of Digerati Common Stock (including Maxim with respect to the shares issued to it as partial consideration for its advisory services to Digerati in connection with the Business Combination) will own approximately 66.9% of the issued and outstanding shares of New Digerati Common Stock. The ownership percentage with respect to New Digerati following the Business Combination does not take into account (i) the redemption of any Public Shares by the Public Stockholders, (ii) Public Warrants and Private Placement Warrants that will remain outstanding immediately following the Business Combination, (iii) the issuance of any shares upon the Closing under the Equity Incentive Plan, (iv) the potential forfeiture of any Founder Shares held by the Sponsor that would arise from further redemptions of Public Shares in connection with the Closing of the Business Combination, or (v) the forfeiture of Private Placement Warrants held by

the Sponsor. If the actual facts are different than these assumptions (which they are likely to be), the percentage ownership retained by MEOA’s existing stockholders in New Digerati will be different. See the section titled “Share Calculations and Ownership Percentages” above in this proxy statement.

There are currently outstanding an aggregate of 18,677,500 warrants to acquire shares of MEOA Class A Common Stock, which are comprised of 6,027,500 Private Placement Warrants held by the Sponsor and by Maxim and 12,650,000 Public Warrants. Pursuant to the Sponsor Letter Agreement, the Sponsor agreed that, upon the closing of the Business Combination, the Sponsor shall automatically forfeit and surrender to MEOA, for no consideration for such forfeiture and surrender, 3,776,500 Private Placement Warrants, which would thereby decrease the number of Private Placement Warrants to 2,251,000. Each of our outstanding warrants is exercisable commencing the later of 30 days following the Closing and 12 months from the closing of the Initial Public Offering, which occurred on August 30, 2021, for one share of Class A Common Stock and, following the consummation of the Business Combination, will entitle the holder thereof to purchase one share of New Digerati Common Stock in accordance with its terms. Therefore, as of the date of this proxy statement, if we assume that each outstanding warrant is exercised and one share of New Digerati Common Stock is issued as a result of such exercise, with payment to New Digerati of the exercise price of $11.50 per whole warrant for one whole share, and after giving effect to the forfeiture and surrender of 3,776,500 Private Placement Warrants as contemplated by the Sponsor Letter Agreement, our fully-diluted share capital would increase by a total of 14,901,000 shares, with approximately $171,361,500 paid to exercise the warrants.

See the section titled “Unaudited Pro Forma Condensed Combined Financial Information” for further information.

Upon the completion of the Business Combination (assuming, among other things, that no MEOA Public Stockholders exercise redemption rights with respect to their Public Shares upon completion of the Business Combination and the other assumptions described under the section titled “Share Calculations and Ownership Percentages”), the holders of Digerati Common Stock immediately prior to the Business Combination (including Maxim with respect to the shares issued to it as partial consideration for its advisory services to Digerati in connection with the Business Combination) are expected to own approximately 66.9% of the issued and outstanding shares of New Digerati Common Stock, and the MEOA stockholders immediately prior to the Business Combination (including the Sponsor but excluding the 158,125 shares of MEOA Common Stock that were issued to Maxim in connection with the IPO) are expected to own approximately 31.6% of the issued and outstanding shares of New Digerati Common Stock.

If any of the Public Stockholders exercise their redemption rights, the percentage of New Digerati’s issued and outstanding shares of New Digerati Common Stock held by the current MEOA Stockholders (including the Sponsor) will decrease and the percentages of New Digerati’s issued and outstanding shares of New Digerati Common Stock held by the holders of securities of Digerati will increase, in each case relative to the percentage held if none of the shares of MEOA Common Stock are redeemed.

The number of shares of New Digerati Common Stock issued and outstanding immediately following the Closing of the Business Combination also assumes that (x) an aggregate of 2,853,522 shares of New Digerati Common Stock are issued at the Effective Time to the former holders of Digerati’s Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock following the conversion, prior to the Closing of the Business Combination, of such shares of preferred stock for shares of Digerati Common Stock, and (y) all of the outstanding shares of Digerati’s Series F Preferred Stock are redeemed by Digerati immediately prior to the Closing of the Business Combination, such that, following the Closing of the Business Combination, no shares of Rollover Preferred Stock are issued and outstanding. The calculations further assume that (A) none of the Rollover Options, which would be exercisable for an aggregate of 134,068 shares of New Digerati Common Stock, have been exercised and thus will remain exercisable following the Closing of the Business Combination, (B) none of the Rollover Warrants, which would be exercisable for an aggregate of 256,381 shares of New Digerati Common Stock (including the Bridge Loan Warrants), have been exercised and thus will remain exercisable following the Closing of the Business Combination, and (C) none of the convertible promissory notes of Digerati that are outstanding as of the Closing of the Business Combination are converted into shares of New Digerati Common Stock upon the Closing of the Business Combination. See the section titled “Share Calculations and

Ownership Percentages” above in this proxy statement for further information about calculations of the number and percentage of shares of New Digerati Common Stock to be issued and outstanding immediately following the Closing of the Business Combination.

All of the relative percentages above are for illustrative purposes only and are based upon certain assumptions as described in the section titled “Share Calculations and Ownership Percentages.”

Should one or more of the assumptions prove incorrect, actual beneficial ownership percentages may vary materially from those described in this proxy statement as anticipated, believed, estimated, expected or intended.

Public Stockholders who purchased Units as part of the Initial Public Offering for $10.00 may experience dilution if they elect not to redeem in connection with the Business Combination. The expense of Maxim’s deferred underwriting commission would be borne by those Public Stockholders who elect not to redeem.

The following table illustrates varying ownership levels of the issued and outstanding shares of New Digerati Common Stock immediately following the Business Combination:

____________

(1)      Represents ownership based on assumed actual shares issued and outstanding at the Closing of the Business Combination. All percentages will be diluted if any warrants, options or convertible debt that survive the closing of the Business Combination are exercised for or converted into shares of New Digerati Common Stock post-Closing.

(2)      The calculation of the number of Digerati stockholders in the table above includes the issuance of 240,000 shares of New Digerati Common Stock to Maxim in connection with its advisory services to Digerati in connection with the Business Combination.

For additional information regarding assumptions incorporated into the information presented in the table above, including, without limitation, “Maximum Redemptions,” see the sections titled “Share Calculations and Ownership Percentages” and “Unaudited Pro Forma Condensed Combined Financial Information”.

Q.     Did the MEOA Board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?

A.     Yes. The MEOA Board obtained a fairness opinion from Newbridge Securities Corporation. Digerati reviewed this fairness opinion from Newbridge Securities Corporation when determining whether to proceed with the Business Combination.

Q.     Are there any arrangements to help ensure that New Digerati will have sufficient funds, together with the proceeds in its Trust Account, to fund the Business Combination?

A.     To the extent not utilized to consummate the Business Combination, the proceeds from the Trust Account will be used for general corporate purposes, including, but not limited to, working capital for operations, capital expenditures and future acquisitions. There can be no assurance as to the amount of proceeds remaining from the Trust Account after giving effect to redemptions by the Public Stockholders.

Q.     What impact could a significant amount of redemptions by MEOA Public Stockholders have on New Digerati’s ability to conduct its operations after the closing of the Business Combination?

A.     During the fourth quarter of 2022, redemption percentages averaged approximately 88.1% for SPAC transactions that closed during such period. In connection with the Extension Meeting, the holders of 11,691,103 Public Shares exercised their right to redeem such Public Shares, as a result of which redemptions approximately $120.8 million, representing approximately 92% of the assets held in the Trust Account prior to such redemptions, was removed from the Trust Account, leaving approximately $9.9 million remaining in the Trust Account. If a significant percentage of the Public Shares that remain outstanding are redeemed in connection with the Business Combination, a significantly reduced amount of working capital would be available for the combined

company, after giving effect to such redemptions and the payment of expenses incurred in connection with the Business Combination. This would be exacerbated by the fact that, as of the date of this proxy statements, the parties to the Business Combination Agreement do not plan to effect a supplemental financing transaction, such as a PIPE, private placement or forward purchase transaction, in connection with the Closing of the Business Combination. As a result, if there are significant redemptions in connection with the Closing of the Business Combination, Digerati expects to implement an alternative business plan, prioritizing short-term working capital needs, and delaying certain long-term capital expenditures. Digerati expects that these actions will enable appropriate liquidity to manage risk and uncertainty over the next twelve (12) months and enable it to execute its business plan based on the level of the financial resources of New Digerati at Closing and available financing alternatives. Changes to the execution of Digerati’s business plan may impact the financial performance of New Digerati following the closing of the Business Combination. New Digerati may need to raise substantial additional capital to fund its operations and its business plan, in the case of significant redemptions. If Digerati or New Digerati, as applicable, is required to take such actions, it would have an adverse effect on the ability of New Digerati to achieve the revenue targets included in the financial forecasts. There can be no assurance that Digerati or New Digerati, as applicable, will be successful in obtaining capital sufficient to meet its operating needs on terms or a timeframe acceptable to it or at all. Further, in the event that market conditions preclude the ability of Digerati or New Digerati, as applicable, to consummate such a transaction, Digerati or New Digerati, as applicable, may be required to evaluate additional alternatives in restructuring its business and capital structure. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Digerati — Liquidity and Capital Resources,” “Risk Factors — If there are a significant number of redemptions in connection with the Business Combination and we are not successful in implementing an alternative business plan and/or raising additional capital in a timely manner, we may have insufficient cash and liquidity to pay operating expenses and other obligations. Any such event would have a material adverse effect on our business and financial condition,” and “Risk Factors — New Digerati will need additional financing that it may not be able to obtain on acceptable terms, if at all,” for further information. New Digerati plans to raise additional capital within six months following the closing of the Business Combination if redemptions are high and New Digerati is not able to raise the capital necessary under the Business Combination to meet its current business plan and budget. In addition, New Digerati will delay acquisitions, long-term capital expenditures, and certain other expenses that are not core to the operation of the business.

Q.     What conditions must be satisfied to complete the Business Combination?

A.     Unless waived by the parties to the Business Combination Agreement, and subject to applicable law, the consummation of the Business Combination is subject to a number of conditions set forth in the Business Combination Agreement including, among others, receipt of the requisite Digerati stockholder approvals contemplated by this proxy statement. For a summary of the conditions that must be satisfied or waived prior to completion of the Business Combination, see the section titled “Proposal 1: The Business Combination Proposal — The Business Combination Agreement — Conditions to Closing of the Business Combination.”

Q.     Why is Digerati proposing the Adjournment Proposal?

A.     Digerati is proposing the Adjournment Proposal to allow the adjournment of the Special Meeting to a later date or dates, including if necessary to permit further solicitation and vote of proxies if it is determined Digerati that more time is necessary or appropriate to approve the Business Combination Proposal at the Special Meeting.

Q.     When is the Business Combination expected to be completed?

A.     The Closing is expected to take place (a) the second business day following the satisfaction or waiver of the conditions described below under the section titled “Proposal 1: The Business Combination Proposal — The Business Combination Agreement — Conditions to Closing of the Business Combination”; or (b) such other date as agreed to by MEOA and Digerati in writing, in each case, subject to the satisfaction or waiver (where permitted by applicable law) of the Closing conditions. The Business Combination Agreement may be terminated by either MEOA or Digerati if the Closing has not occurred by May 30, 2023 (as such date may be extended by agreement of the parties), subject to certain exceptions.

Q.     When and where will the Special Meeting be held?

A.     The Special Meeting will be held at 11:00 a.m. Eastern Time, on May 25, 2023. The Special Meeting will be conducted via teleconference using the following dial-in: 1-888-900-3629 (toll-free) within the U.S. or 1-210-624-7411 (standard rates apply) outside of the U.S.; participant passcode 78216#. You will be able to attend the Special Meeting telephonically and vote during the Special Meeting by emailing digerati@laurelhill.com and providing the unique control number that appears on your proxy card. Only stockholders who held voting securities of Digerati at the close of business on May 2, 2023 will be entitled to attend and vote at the Special Meeting and at any adjournments and postponements thereof.

Q.     Who is entitled to vote at the Special Meeting?

A.     Digerati has fixed the close of business on May 2, 2023 as the Record Date for determining the Digerati stockholders entitled to notice of and to attend and vote at the Special Meeting. As of the close of business on such date, Digerati had two classes of capital stock which have right to vote at the Special Meeting with such classes voting together as a single class: Digerati Common Stock of which there were 156,767,801 shares outstanding (each share of Digerati Common Stock is entitled to one vote per share at the Special Meeting) and the Series F Preferred Stock of which there were shares that have a total of 157,767,801 votes (the shares of Series F Preferred Stock as a whole are entitled to that number of votes equal to the number of votes that all issued and outstanding shares of Digerati Common Stock and all other securities of Digerati are entitled to, as of any such date of determination, plus one million (1,000,000) votes).

Q.     How do I vote?

A.     If you are a record owner of your shares, there are four ways to vote your shares of Digerati stock at the Special Meeting:

You Can Vote by Signing and Returning the Enclosed Proxy Card. If you vote by proxy card, your “proxy,” whose name is listed on the proxy card, will vote your shares as you instruct on the proxy card. If you sign and return the proxy card but do not give instructions on how to vote your shares, your shares will be voted as recommended by the Digerati Board “FOR” the Business Combination and the Adjournment Proposal. Votes received after a matter has been voted upon at the Special Meeting will not be counted.

You Can Vote Via the Internet: You can vote via the Internet by going to digerati.laurelhill.com and entering the unique control number printed on your proxy card into the box located on the upper right hand side of the web page.

You Can Vote Via Telephone: You can vote via telephone by calling: 844-254-8899 and following the recorded instructions.

You Can Vote Via Email During the Special Meeting: You will be able to attend the Special Meeting telephonically and vote during the Special Meeting by emailing digerati@laurelhill.com and providing the unique control number that appears on your proxy card.

If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. If you wish to attend the Special Meeting telephonically and vote during the Special Meeting by emailing digerati@laurelhill.com and your shares are held in “street name,” you must obtain a legal proxy from your broker, bank or nominee. That is the only way Digerati can be sure that the broker, bank or nominee has not already voted your shares.

Q.     What if I do not vote my shares of Digerati Common Stock or if I abstain from voting?

A.     The approval of the Business Combination Proposal requires the affirmative vote of holders of a majority of the voting stock of Digerati entitled to vote voting as a single class. The failure to vote, abstentions and broker non-votes will have the same effect as a vote “AGAINST” the Business Combination Proposal and will have no effect on the Adjournment Proposal but will be counted as present for purposes of establishing a quorum.

Q.     What Proposals must be passed in order for the Business Combination to be completed?

A.     The Business Combination will not be completed unless (i) approved by the affirmative vote of holders of a majority of the voting stock of Digerati entitled to vote voting as a single class and (ii) the proposals submitted by MEOA to its shareholders are approved by the holders of a majority of the votes entitled to be cast (in the case of most of MEOA’s proposals) or the holders of at least sixty-five percent (65%) of the issued and outstanding shares of MEOA Common Stock (in the case of a proposal related to the amended and restated certificate of incorporation). In addition, if the Business Combination is not completed by May 30, 2023, MEOA will be required to dissolve and liquidate itself and return the monies held within its trust account to its public shareholders unless MEOA submits and its shareholders approve an extension. On April 28, 2023, MEOA filed a preliminary proxy statement and on May 9, 2023 MEOA filed a definitive proxy statement to submit to its shareholders a proposal to extend its termination date. If the Business Combination closes on or prior to May 30, 2023, MEOA will not implement any extension.

Q.     How does the Digerati Board recommend that I vote on the Proposals?

A.     The Digerati Board unanimously recommends that the stockholders of Digerati entitled to vote on the Proposals, vote as follows:

•        “FOR” approval of the Business Combination Proposal; and

•        “FOR” approval of the Adjournment Proposal, if it is presented at the Special Meeting.

SELECTED HISTORICAL FINANCIAL DATA OF MEOA

MEOA’s statement of operations data for the fiscal year ended December 31, 2022 and balance sheet data as of December 31, 2022 are derived from MEOA’s audited financial statements included elsewhere in this proxy statement.

The historical results of MEOA included below and elsewhere in this proxy statements are not necessarily indicative of the future performance of MEOA. You should read the following selected financial data in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations of MEOA” and the financial statements and the related notes appearing elsewhere in this proxy statement.

SELECTED HISTORICAL FINANCIAL DATA OF DIGERATI

Digerati’s statement of operations data for the years ended July 31, 2022 and 2021 and balance sheet data as of July 31, 2022 and 2021 are derived from Digerati’s audited financial statements included elsewhere in this proxy statement. Digerati’s statement of operations data for the quarter ended January 31, 2023, and balance sheet data as of January 31, 2023, are derived from Digerati’s unaudited financial statements included elsewhere in this proxy statement.

The historical results of Digerati included below and elsewhere in this proxy statement are not necessarily indicative of the future performance of Digerati. You should read the following selected financial data in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Digerati” and the financial statements and the related notes appearing elsewhere in this proxy statement.

(In thousands, except per share amounts)

RISK FACTORS

The following risk factors will apply to our business and operations following the completion of the Business Combination. These risk factors are not exhaustive and investors are encouraged to perform their own investigation with respect to the business, prospects, financial condition and operating results of Digerati and our business, prospects, financial condition and operating results following the completion of the Business Combination. You should carefully consider the following risk factors in addition to the other information included in this proxy statement, including matters addressed in the section titled “Cautionary Note Regarding Forward-Looking Statements,” before deciding how to vote your Digerati securities. We may face additional risks and uncertainties that are not presently known to us, or that we currently deem immaterial, which may also impair our business, prospects, financial condition or operating results. The following discussion should be read in conjunction with our financial statements and the financial statements of Digerati and the notes to the financial statements included herein.

Risks Related to Digerati’s Financial Condition

Digerati has a history of operating losses and anticipates future losses that will result in significant liquidity and cash flow problems, and Digerati may never achieve or sustain profitability.

Digerati has incurred losses most years since its inception and has an accumulated deficit of approximately $118.2 million as of January 31, 2023. Its operations have been financed primarily through the issuance of equity and debt. For the year ended July 31, 2022, its net loss including noncontrolling interest was $9,354,000 and cash used in operating activities was $1,960,000, for the three months ended January 31, 2023, its net loss including noncontrolling interest was approximately $0.1 million, and for the six months ended, its cash used in operating activities was approximately $2.0 million. Digerati expects operating losses and negative cash flow to continue for the foreseeable future. Its continued existence is dependent upon, among other things, its ability to raise capital and to market and sell its products and services successfully. While it is attempting to increase sales, growth has not been significant enough to support daily operations and there is no assurance that Digerati will continue as a going concern. If Digerati is unable to achieve annual profitability, it may not be able to execute its business plan, its prospects may be harmed, and its stock price could be materially and adversely affected.

Digerati’s auditors have expressed doubts about Digerati’s ability to continue as a going concern. If New Digerati was forced to cease its business and operations, you would lose your investment in New Digerati.

Digerati’s revenues are not sufficient to enable it to meet its operating expenses and otherwise implement its business plan. The report of Digerati’s independent registered public accounting firm on Digerati’s financial statements for the year ended July 31, 2022, contains an explanatory paragraph raising doubt as to Digerati’s ability to continue as a going concern as a result of its losses from operations, stockholders’ deficit, and negative working capital. Digerati’s consolidated financial statements, which appear elsewhere in this proxy statement, are prepared assuming that New Digerati will continue as a going concern. The financial statements do not include any adjustments to reflect future adverse effects on the recoverability and classification of assets or amounts and classification of liabilities that may result if New Digerati is not successful.

New Digerati will need additional financing that it may not be able to obtain on acceptable terms, if at all.

Digerati’s current operations are not sufficient to fund its operating expenses and it will need to raise additional working capital to continue its current business and to provide funds for marketing to support its efforts to increase its revenues. While to date Digerati has relied upon the relationships of its executive officers in its capital raising efforts, there are no assurances that it will be successful utilizing these existing sources. In such an event, New Digerati could be required to engage a broker-dealer to assist it in its capital raising efforts. Even if New Digerati is successful in finding a broker-dealer willing to assist it in raising capital, there are no assurances that the terms of financings offered by a broker-dealer will be as favorable as those Digerati has offered its investors to date. While Digerati does not have any commitments to provide additional capital, if New Digerati is able to raise capital, the structure of that capital raise could impact New Digerati and its stockholders in a variety of ways. If New Digerati was to raise additional capital through the issuance of debt, this will result in interest expense. If we do not raise funds as needed, our ability to provide for current working capital needs and satisfy our obligations is in jeopardy. In this event, you could lose all of your investment in t New Digerati.

If New Digerati raises additional funds through the issuance of equity or convertible debt securities, the percentage ownership of New Digerati held by existing stockholders will be reduced and those stockholders may experience significant dilution. In addition, new securities may contain certain rights, preferences or privileges that are senior to those of New Digerati Common Stock. New Digerati cannot assure you that we will be able to raise the working capital as needed in the future on terms acceptable to us, if at all.

Risks Related to Digerati’s Business Operations

The communications industry is very competitive, and some of Digerati’s competitors have superior resources that may place Digerati at a disadvantage.

Digerati faces competition in every aspect of its business. Its competitors include cable companies, wireless and wireline carriers, satellite, fiber “overbuilders,” and companies that provide no-carrier cellphones, whereby all communications are charged as data, or smartphone applications that transmit data in this manner, known as over-the-top or “OTT companies,” some of which may be subject to less regulation than Digerati is. These entities may provide services competitive with the services that Digerati offers or intends to introduce. New entrants seeking to gain market share by introducing new technology and new products may also make it more difficult for Digerati to sell its products and could create increased pricing pressure.

Digerati expects competition to continuously intensify as other established and new companies introduce new products in the same markets that Digerati serves or intends to enter as these markets consolidate. Digerati’s business will suffer if it does not maintain its competitiveness.

Industry consolidation, acquisitions, and other arrangements among competitors may adversely affect Digerati’s competitiveness because it may be more difficult to compete with entities that have access to their combined resources. As a result of such consolidations, acquisitions, or other arrangements, Digerati’s current and potential competitors might be able to adapt more quickly to new technologies and consumer preference, devote greater resources to the marketing and promotion of their products, initiate or withstand price competition, and take advantage of acquisitions or other opportunities more readily and develop and expand their products more quickly than Digerati does or New Digerati will be able to. These combinations may also affect customers’ perceptions regarding the viability of companies Digerati’s size and, consequently, affect their willingness to purchase Digerati’s products.

Many of the companies against which Digerati competes have significantly greater financial, technical, marketing, distribution, and other resources than Digerati does and New Digerati will have and are better positioned to acquire and offer complementary products and technologies. In addition, some of these competitors have less debt, and are able to raise capital at a lower cost than New Digerati will be able to. Consequently, some of these competitors may be able to develop and expand their communications and network infrastructures more quickly, adapt more swiftly to new or emerging technologies and changes in customer requirements, and take advantage of acquisition and other opportunities more readily than New Digerati will be able to.

Further, as New Digerati moves into new markets for different types of products, its brand may not be as well-known as incumbents in those markets. Potential customers may prefer to purchase from their existing suppliers or well-known brands rather than a new supplier, regardless of product performance or features. As we enter new markets, we expect to face competition from incumbent and new market participants and there is no assurance that its entry into new markets will be successful.

If New Digerati fails to adapt to rapid changes in the market for cloud communications services, then our products and services could become obsolete.

The communications industry is constantly and rapidly evolving as New Digerati and our competitors introduce new and enhanced products and services and react to changes in the cloud communications services industry and customer demands. We may not be able to develop or acquire new products and plans or product and plan enhancements that compete effectively with present or emerging cloud communications services technologies or differentiate our products and plans based on functionality and performance. Similarly, the need to replace or upgrade our infrastructure to keep pace with technological changes could result in significant capital expenditures. If we do not replace or upgrade technology and equipment and manage broadband speeds and capacity as necessary, we may be unable to compete effectively because we will not be able to meet the needs or expectations of our customers.

We also are subject to the risk of future disruptive technologies. New products based on new technologies or new industry standards could render our existing products obsolete and unmarketable. Similarly, the need to replace or upgrade our infrastructure to keep pace with technological changes could result in significant capital expenditures, but not making such upgrades could have a negative impact on our ability to compete effectively. As a result, if new technologies develop that can deliver competing voice and messaging services at lower prices, better, or more conveniently, it could have a material adverse effect on our business, prospects, financial condition, and results of operations.

Security vulnerabilities in Digerati’s products, services, and systems could lead to reduced revenues and claims against us.

The quality and performance of some of Digerati’s products and services may depend upon their ability to withstand cyber-attacks. Third parties may develop and deploy viruses, worms, and other malicious software programs, some of which may be designed to attack its products, systems, or networks. Some of its products and services also involve the storage and transmission of users’ and customers’ proprietary information that may be the target of cyber-attacks. Hardware and software that it produces or procures from third parties also may contain defects in manufacture or design, including bugs and other problems, which could compromise their ability to withstand cyber-attacks.

The costs to Digerati to eliminate or alleviate security vulnerabilities can be significant, and its efforts to address these problems may not be successful and could result in interruptions, delays, cessation of service, and the loss of existing or potential customers that may impede its sales, manufacturing, distribution, or other critical functions, as well as result in potential liability to Digerati. The risk that these types of events could seriously harm its business is likely to increase as it expands the web-based products and services that it offers.

Security breaches and other disruptions could disrupt Digerati’s business, result in the disclosure of confidential information, damage its reputation, and create significant financial and legal exposure.

Digerati relies on network and information systems and other technology, and its operations are dependent upon its ability to protect its systems against damage from physical break-ins, cybersecurity breaches, and other disruptive problems caused by Internet problems, other users, or unrelated third parties. Further, its continued operation and growth depends in part on the ability of its existing and potential customers to use and access its website or its cloud services in order to download its on-premises software or encrypted access keys for its software within an acceptable amount of time. Digerati has experienced, and may in the future experience, website and cloud service disruptions, storage failures, outages, and other performance problems due to a variety of factors, including infrastructure changes, human or software errors, capacity constraints due to an overwhelming number of users accessing its website and services simultaneously, unauthorized access, denial of service, security, or ransomware attacks. In some instances, Digerati may not be able to identify the cause or causes of these website or service performance problems within an acceptable period of time. It may become increasingly difficult to maintain and improve its website and service performance, especially during peak usage times and as its offerings become more complex and its user traffic increases. If its website or cloud services are unavailable or if its users are unable to download its software or encrypted access keys within a reasonable amount of time or at all, its business would be negatively affected. Digerati expects to continue to make significant investments to maintain and improve website and service performance and to enable rapid releases of new features. To the extent that it does not effectively address capacity constraints, upgrade its systems as needed, and continually develop its technology and network architecture to accommodate actual and anticipated changes in technology, its business and operating results may be adversely affected.

The occurrence of any system failures, interruption, or breach of security could damage Digerati’s reputation and result in a loss of customers and business or expose it to litigation and possible financial liability. Any of these events could have a material adverse effect on its financial condition and results of operations.

Further, Digerati’s offerings involve the storage and transmission of data, and security breaches could result in the loss of this information, litigation, indemnity obligations, and other liability. Digerati may become the target of cyber-attacks by third parties seeking unauthorized access to its data or users’ data or to disrupt its ability to provide service. While Digerati has taken steps to protect the confidential information to which it has access, including confidential information that it may obtain through its customer support services or customer usage of its cloud services, its security measures or those of its third-party service providers could be breached or Digerati could

suffer data loss. Computer malware, viruses, social engineering (predominantly spear phishing attacks), and general hacking have become more prevalent in Digerati’s industry, particularly against cloud services. In addition, Digerati does not directly control content that customers store in its offerings. If customers use its offerings for the transmission or storage of personally identifiable information and its security measures are or are believed to have been breached as a result of third-party action, employee error, malfeasance, or otherwise, Digerati’s reputation could be damaged, its business may suffer, and we could incur significant liability.

Digerati also processes, stores, and transmits its own data as part of its business and operations. This data may include personally identifiable, confidential, or proprietary information. There can be no assurance that any security measures that Digerati or its third-party service providers have implemented will be effective against current or future security threats. While Digerati has developed systems and processes to protect the integrity, confidentiality, and security of its data, its security measures or those of its third-party service providers could fail and result in unauthorized access to or disclosure, modification, misuse, loss, or destruction of such data.

As there are many different security breach techniques and such techniques continue to evolve, Digerati may be unable to anticipate attempted security breaches and implement adequate preventative measures. Third parties may also conduct attacks designed to temporarily deny customers access to its cloud services. Any security breach or other security incident, or the perception that one has occurred, could result in a loss of customer confidence in the security of Digerati’s offerings and damage to its brand, reduce the demand for its offerings, disrupt normal business operations, require Digerati to spend material resources to investigate or correct the breach, expose it to legal liabilities, including litigation, regulatory enforcement, and indemnity obligations, and adversely affect its revenues and operating results. These risks may increase as Digerati continues to grow the number and scale of its cloud services, and process, store, and transmit increasingly large amounts of data.

Although Digerati has developed systems and processes that are designed to protect customer information and prevent data loss and other security breaches, including systems and processes designed to reduce the impact of a security breach at a third-party vendor, such measures cannot provide absolute security.

A failure of back-office information technology systems could adversely affect Digerati’s results of operations and financial condition.

The efficient operation of Digerati’s business depends on back-office information technology systems. Digerati uses third-party technology and systems for a variety of reasons, including, without limitation, encryption and authentication technology, employee email, content delivery to customers, back-office support, and credit card processing. A failure of its information technology systems to perform as anticipated could disrupt its business and result in a failure to collect accounts receivable, transaction errors, processing inefficiencies, and the loss of sales and customers, causing its reputation and results of operations to suffer. In addition, information technology systems may be vulnerable to damage or interruption from circumstances beyond Digerati’s control, including fire, natural disasters, systems failures, security breaches, and viruses. Any such damage or interruption could have a material adverse effect on its business, operations, and financial results.

Digerati employs multiple and evolving pricing models for its offerings.

Digerati offers a subscription model for cloud services. Digerati offers its services in a variety of packages for each of its product lines that includes UCaaS, WAN, SD WAN, and broadband solutions. Each of these product lines have different payment schedules and, depending on how many of these services are bundled together, Digerati’s revenues or deferred revenues could be adversely affected.

Digerati may be adversely affected by the continuing COVID-19 pandemic.

The outbreak of COVID-19 and the resulting economic downturn adversely affected the financial markets and the economy more generally, which could adversely impact Digerati’s and New Digerati’s business. The markets remain volatile and the economic outlook remains uncertain.

Potential longer-term impacts of COVID-19 on Digerati’s business include the potential for higher borrowing costs, and additional financing needs. Such developments could materially and adversely affect Digerati’s financial condition, which could have a negative effect on the market price of New Digerati Common Stock. The extent to which the COVID-19 pandemic will ultimately affect Digerati’s business, however, is unknown and will depend, among other

things, on the duration of the pandemic (including the ultimate impact of the omicron variant and the emergence of new variants and sub-variants), the effectiveness of COVID-19 vaccines against the omicron variant and sub-variants and other future variants and sub-variants, the actions undertaken by national, state, and local governments and health officials to contain the virus or mitigate its effects and the extent to which they are accepted by the public, the development of effective therapies, and how quickly and to what extent economic conditions improve and normal business and operating conditions resume and remain stable.

It is also unknowable what impacts future pandemics or health emergencies may bring.

Risks Related to Regulation of Digerati’s Business Operations

Digerati and its industry are expected to remain highly regulated, and it could incur substantial compliance costs that could constrain its ability to compete in its target markets.

As a competitive local exchange carrier in California, Texas, and Florida, some of the services Digerati’s offer are subject to significant regulation by federal, state, and local authorities. This regulation could impact Digerati’s ability to change its rates, especially on its basic voice services and its access rates and could impose substantial compliance costs on Digerati. In addition, changes to the regulations that govern Digerati’s business may have an adverse effect on its business by reducing the allowable fees that we may charge, imposing additional compliance costs, or otherwise changing the nature of its operations and the competition in its industry. At this time, it is unknown how these regulations, regulatory oversight, or changes to these regulations will affect its operations or ability to compete in the future.

Changes in laws and regulations and the interpretation and enforcement of such laws and regulations could adversely impact Digerati’s financial results or ability to conduct business.

Digerati is subject to a variety of federal and state laws and regulations as well as oversight from a variety of governmental agencies and the FCC. Digerati is subject to the same FCC regulations applicable to telecommunications companies, as well as regulation by the public utility commission in these states. Specific regulations vary on a state-by-state basis, but generally include the requirement to register or seek certification to provide Digerati’s services, to file and update tariffs setting forth the terms, conditions and prices for its intrastate services and to comply with various reporting, record-keeping, surcharge collection, and consumer protection requirements. The FCC, state legislatures, and the applicable state agencies may in the future pass new laws or regulations that subject Digerati and the services it provides to regulation in line with those that currently govern traditional telecommunications services and providers or otherwise change existing laws and regulations in ways that harm its business. Even in the absence of changes to existing laws and regulations, federal or state governmental agencies administering and enforcing existing laws and regulations may choose to interpret and apply them in ways that harm Digerati’s business. These interpretations are also subject to change. Regulatory action could materially impair or force Digerati to change its business model and may adversely affect its revenue, increase its compliance costs, and reduce its profitability. In addition, governmental agencies such as the SEC, Internal Revenue Service, Federal Trade Commission, FCC, and state taxing authorities may conclude that Digerati has violated federal laws, state laws, or other rules and regulations, and it could be subject to fines, penalties, or other actions that could adversely impact its financial results or its ability to conduct business.

The effect of any future laws, regulations, and orders on Digerati’s operations, including, but not limited to, its cloud-based communications and collaboration services, cannot be determined. As a general matter, however, increased regulation increases service costs that may or may not be recoverable from Digerati’s customers, which could result in making its services less competitive with traditional telecommunications services if it increases its prices or decreasing its profit margins if it attempts to absorb such costs.

Federal, state, local, and foreign governmental organizations are also considering proposals that would regulate and/or tax applications running over the Internet. Digerati cannot predict whether new taxes will be imposed on its services and whether and how its services would be affected thereby. Increased regulation of the Internet may decrease its growth and hinder technological development, which may negatively impact the cost of doing business via the Internet or otherwise materially adversely affect its business, financial condition, and results of operations.

Digerati’s telecommunications services are required to comply with industry standards, FCC regulations, and privacy laws as well as certain state and local jurisdiction-specific regulations. Failure to comply with existing laws and any new laws that may become applicable to Digerati may subject it to penalties, increase its operation costs, and may also require it to modify existing products and/or services.

The acceptance of telecommunications services is dependent upon Digerati meeting certain industry standards. Digerati is required to comply with certain rules and regulations of the FCC regarding safety standards. Standards are continuously being modified and replaced. As standards evolve, Digerati may be required to modify its existing products or develop and support new versions of its products. Digerati must comply with certain federal, state, and local requirements regarding how Digerati interacts with its customers, including marketing practices, consumer protection, privacy, billing issues, and the quality of service Digerati provides to its customers. The failure of Digerati’s products and services to comply, or delays in compliance, with various existing and evolving standards could delay future offerings and impact its sales, margins, and profitability.

Digerati is subject to Federal laws and FCC regulations that require it to protect customer information. While Digerati has protections in place to protect customer information, there is no assurance that its systems will not be subject to failure or intentional fraudulent attack. The failure to protect required information could subject Digerati to penalties and diminish the confidence its customers have in its systems, which could negatively affect results. While Digerati tries to comply with all applicable data protection laws, regulations, standards, and codes of conduct, as well as its own posted privacy policies and contractual commitments to the extent possible, any failure by Digerati to protect its users’ privacy and data, including as a result of its systems being compromised by hacking or other malicious or surreptitious activity, could result in a loss of user confidence in its services and ultimately in a loss of users, which could materially and adversely affect its business as well as subject it to law suits, civil fines and criminal penalties.

Governmental entities, class action lawyers, and consumer advocates are reviewing the data collection and use by companies that must maintain such data. Digerati’s own requirements as well as regulatory codes of conduct, enforcement actions by regulatory agencies, and lawsuits by other parties could impose additional compliance costs on it as well as subject it to unknown potential liabilities. These evolving laws, rules, and practices may also curtail Digerati’s current business activities, which may delay or affect its ability to become profitable and also affect its customers and other business opportunities.

Digerati is also subject to the privacy and data protection-related obligations in its contracts with its customers and other third parties. Any failure, or perceived failure, to comply with federal, state, or international laws, or to comply with its contractual obligations related to privacy, could result in proceedings or actions against Digerati that could result in significant liability and harm to its reputation. Additionally, third parties with whom Digerati contracts may violate or appear to violate laws or regulations that could subject it to the same risks.

Risks Related to New Digerati Common Stock

As a result of, or following, the Closing of the Business Combination, a substantial number of shares of New Digerati Common Stock will be issued or issuable to Digerati Equityholders other than the holders of Digerati Common Stock, which will dilute the existing holders of Digerati Common Stock.

As a result of, or following, the Closing of the Business Combination a substantial number of shares of New Digerati Common Stock will be issued or issuable to Digerati Equityholders. While not all of these shares are used in calculations of the number and percentage of shares of New Digerati Common Stock to be issued and outstanding immediately following the Closing of the Business Combination as described under the section titled “Share Calculations and Ownership Percentages” above in this proxy statement, all of these shares are issuable as a result of the Closing of the Business Combination. These issued or issuable shares are: (i) 2,853,522 shares of New Digerati Common Stock will be issued or issuable to the holders of the issued and outstanding shares of Digerati’s convertible preferred stock; (ii) 1,821,784 shares of New Digerati Common Stock will be issued or issuable to the holders of the Digerati Options and the Digerati Warrants (consisting of (x) 1,431,335 shares of New Digerati Common Stock that will be issued to Post Road or its affiliates following the exercise of the PRG Warrant into shares of Digerati Common Stock prior to the Closing of the Business Combination (y) 253,878 shares of New Digerati Common Stock issuable upon exercise of the Bridge Loan Warrants and (z) 136,571 shares of New Digerati Common Stock issuable upon exercise of the (a) Digerati Options and (b) the Digerati Warrants other than the PRG Warrant and the Bridge Loan Warrants); (iii) 52,501 shares of New Digerati Common Stock will be issued to the minority shareholders of

T3 Communications, Inc., a Nevada entity that is a majority-owned subsidiary of Digerati; (iv) 240,000 shares of New Digerati Common Stock will be issued to Maxim in connection with the advisory services that it has provided to Digerati in connection with the Business Combination (v) approximately 550,000 shares issuable upon the conversion of convertible promissory notes issued by Digerati prior to the Closing (if New Digerati does not repay those convertible promissory notes prior to conversion); and (vi) approximately 100,000 shares issuable to Skynet Telecom LLC pursuant to an asset purchase agreement entered into by Digerati in December 2021.

The market price of New Digerati Common Stock is likely to be volatile, which could result in substantial losses for investors.

The market price of Digerati Common Stock has been and the market price of New Digerati Common Stock is likely to be highly volatile, and investors in New Digerati Common Stock may experience a decrease, which could be substantial, in the value of their common stock or the loss of their entire investment in New Digerati for a number of reasons, including reasons unrelated to its operating performance or prospects. The market price of New Digerati Common Stock could fluctuate widely in response to various factors, many of which are beyond New Digerati’s control, including those described elsewhere in this “Risk Factors” section as well as the following:

•        technological innovations or new products and services by New Digerati or its competitors;

•        additions or departures of key personnel;

•        sales of New Digerati Common Stock, particularly under any registration statement for the purposes of selling any other securities, including management shares;

•        negative sentiment from investors, customers, vendors, and strategic partners due to doubt about New Digerati’s ability to continue as a going concern;

•        New Digerati’s ability to execute its business plan;

•        operating results that fall below expectations;

•        loss of any strategic relationship;

•        industry developments;

•        economic and other external factors; and

•        period-to-period fluctuations in New Digerati’s financial results.

Further, broad market and industry factors may have a material adverse effect on the market price of New Digerati Common Stock regardless of its actual operating performance. In addition, the securities markets have from time-to-time experienced significant price and volume fluctuations that are unrelated to the operating performance of particular companies. These market fluctuations may also significantly adversely the market price of New Digerati Common Stock.

New Digerati can sell additional shares of common stock and preferred stock without consulting shareholders and without offering shares to existing shareholders, which could diminish the rights of holders of New Digerati Common Stock and make a change of control of us more difficult even if it might benefit its shareholders.

The New Digerati Board is authorized, without shareholder action, to issue additional shares of New Digerati Common Stock as well as additional shares of New Digerati preferred stock in one or more series and to fix the voting powers, preferences, and other rights and limitations of such preferred stock. New Digerati may issue additional shares of preferred stock with a preference over its common stock with respect to dividends or distributions on liquidation or dissolution, or that may otherwise adversely affect the voting or other rights of the holders of New Digerati Common Stock. Issuances of preferred stock, depending upon the rights, preferences, and designations of the preferred stock, may have the effect of delaying, deterring, or preventing a change of control of New Digerati, even if that change of control might benefit its shareholders. In addition, the existence of authorized shares of common stock and preferred stock could have the effect of rendering more difficult or discouraging hostile takeover attempts, or of facilitating a negotiated acquisition, and could affect the market for and price of New Digerati Common Stock. As holders of

New Digerati Common Stock do not have preemptive rights to purchase shares of its capital stock (that is, the right to purchase a stockholder’s pro rata share of any securities that New Digerati issues in the future), any future offering of capital stock could have a dilutive effect on holders of New Digerati Common Stock.

Offers or availability for sale of a substantial number of shares of New Digerati Common Stock may cause its price to decline.

Sales of a significant number of shares of New Digerati Common Stock in the public market could harm its market price and make it more difficult for us to raise funds through future offerings of New Digerati Common Stock. As additional shares of New Digerati Common Stock become available for resale in the public market, the supply of New Digerati Common Stock will increase, which could decrease its price.

In addition, if its shareholders sell substantial amounts of New Digerati Common Stock in the public market, upon the expiration of any statutory holding period under Rule 144 under the Securities Act, upon the expiration of lock-up periods applicable to outstanding shares, or upon the exercise of outstanding options or warrants, it could create a circumstance commonly referred to as an “overhang,” in anticipation of which the market price of New Digerati Common Stock could fall. The existence of an overhang, whether or not sales have occurred or are occurring, could also make it more difficult for New Digerati to raise additional financing through the sale of equity or equity-related securities in the future at a time and price that we deem reasonable or appropriate.

General Digerati Risk Factors

New Digerati will depend on its key management personnel and the loss of their services could adversely affect its business.

Digerati relies and New Digerati will rely heavily upon the efforts and abilities of Arthur L. Smith, its Chief Executive Officer, and Antonio Estrada Jr., its Chief Financial Officer. If New Digerati lost the services of either of its executive officers, it may not be able to find appropriate replacements on a timely basis, which could have a material adverse effect on its business, operations, revenues, and prospects. Digerati maintains a $2 million key man life insurance policy for each of Messrs. Smith and Estrada.

If New Digerati fails to develop or maintain an effective system of internal control over financial reporting, it may not be able to accurately report its financial results or prevent financial fraud. As a result, current and potential stockholders could lose confidence in its financial reporting.

Digerati is, and New Digerati may be, subject to the risk that its independent registered public accounting firm could communicate to its board of directors that it has deficiencies in its internal control structure that they consider to be “significant deficiencies.” A “significant deficiency” is defined as a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is more than a remote likelihood that a material misstatement of the entity’s financial statements will not be prevented or detected by the entity’s internal controls.

Effective internal control is necessary to provide reliable financial reports and effectively prevent fraud. If New Digerati cannot provide reliable financial reports or prevent fraud, it could be subject to regulatory action or other litigation and its operating results could be harmed. As set forth in its Annual Report on Form 10-K for the fiscal year ended July 31, 2022, as of July 31, 2022, Digerati’s management assessed the effectiveness of Digerati’s internal control over financial reporting (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) based on the criteria for effective internal control over financial reporting established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and SEC guidance on conducting such assessments. Management concluded that, during the fiscal year ended July 31, 2022, Digerati’s internal control over financial reporting was not effective. Management realized that there were deficiencies in the design or operation of Digerati’s internal control over financial reporting that adversely affected it and that Digerati’s management considers to be material weaknesses.

It may be time consuming, difficult, and costly for New Digerati to develop and implement the internal control and reporting procedures required by the Exchange Act. New Digerati may need to hire additional financial reporting, internal control, and other finance personnel in order to develop and implement appropriate internal control

and reporting procedures. If New Digerati is unable to comply with the internal control over financial reporting requirements of the Exchange Act, then it may not be able to obtain the required independent accountant certifications, which may preclude it from keeping its filings current with the SEC.

Further, a material weakness in the effectiveness of internal control over financial reporting could result in an increased chance of fraud and the loss of customers, reduce New Digerati’s ability to obtain financing, and require additional expenditures to comply with these requirements, each of which could have a material adverse effect on its business, results of operations, and financial condition.

If New Digerati is unable to implement and maintain effective internal control over financial reporting, including as applicable standards governing internal control are modified, supplemented, or amended from time to time, New Digerati may not be able to ensure that it can conclude on an ongoing basis that it has effective internal control over financial reporting. Failure to achieve and maintain effective internal control over financial reporting could cause New Digerati to face regulatory action and cause investors to lose confidence in its reported financial information, either of which could adversely affect the value of the New Digerati Common Stock.

Unanticipated changes in tax laws may affect future financial results.

Digerati is, and New Digerati will be, a U.S. corporation and thus subject to U.S. corporate income tax on its operations. Digerati’s principal operations and certain potential customers are located in the United States, and as a result, New Digerati will be subject to various U.S. federal, state and local taxes. New U.S. laws and policy relating to taxes may have an adverse effect on New Digerati’s business and future profitability. Further, existing U.S. tax laws, statutes, rules, regulations or ordinances could be interpreted, changed, modified or applied adversely to New Digerati.

In recent years, the federal government has made significant changes to U.S. tax laws, including through the Tax Cuts and Jobs Act of 2017 (the “Tax Act”) and the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”). On August 16, 2022, the Inflation Reduction Act of 2022 (the “IRA”) was signed into law, with tax provisions primarily focused on implementing a 15% minimum tax on global adjusted financial statement income, effective for tax years beginning after December 31, 2022, and a 1% excise tax on share repurchases occurring after December 31, 2022. New Digerati may be subject to the new excise tax with respect to any exercise by its public stockholders of their redemption rights upon consummation of the Business Combination. Further, the current administration had previously set forth several tax proposals that would, if enacted, make further significant changes to U.S. tax laws (including provisions enacted pursuant to the Tax Act). Such proposals include, but are not limited to, (i) an increase in the U.S. income tax rate applicable to corporations from 21% to 28%, (ii) an increase in the maximum U.S. federal income tax rate applicable to individuals and (iii) an increase in the U.S. federal income tax rate for long-term capital gain for certain taxpayers with income in excess of a threshold amount. Congress may consider some or all of these proposals in connection with additional tax reform to be undertaken by the current administration. It is unclear whether these or similar changes will be enacted and, if enacted, how soon any such changes could take effect. The passage of any legislation as a result of these proposals and other similar changes in U.S. federal income tax laws could adversely affect our business and future profitability. Investors are urged to consult with their legal and tax advisors with respect to any such legislation and the potential tax consequences of holding our securities.

Significant judgment is required in determining our provision and our valuation allowance for income taxes and other tax liabilities. Although we believe that our tax provisions are reasonable, there can be no assurance that the final determination of any tax audits or tax disputes will not be different from what is reflected in our historical income tax provisions and accruals. To the extent we are required to pay amounts in excess of our reserves, such differences could have a material adverse effect on our consolidated statement of income for a particular future period. In addition, an unfavorable tax settlement could require use of our cash and result in an increase in our effective tax rate in the period in which such resolution occurs.

Risks Related to MEOA’s Business and the Business Combination

Unless the context otherwise requires, references in this subsection “—  Risks Related to MEOA’s Business and the Business Combination” to “we”, “us” and “our” generally refer to MEOA in the present tense or New Digerati from and after the Business Combination.

Investors may not have the same benefits as an investor in an underwritten public offering.

The post-combination company will be a publicly listed company upon the completion of the Business Combination. The Business Combination is not an underwritten initial public offering of the post-combination company’s securities and differs from an underwritten initial public offering in several significant ways, which include, but are not limited to, the following:

Like other business combinations and spin-offs, in connection with the Business Combination, investors will not receive the benefits of diligence performed by the underwriters in an underwritten public offering. Investors in an underwritten public offering may benefit from the role of the underwriters in such an offering. In an underwritten public offering, an issuer initially sells its securities to the public market via one or more underwriters, who distribute or resell such securities to the public. Underwriters have liability under the U.S. securities laws for material misstatements or omissions in a registration statement pursuant to which an issuer sells securities. Because the underwriters have a “due diligence” defense to any such liability by, among other things, conducting a reasonable investigation, the underwriters and their counsel conduct a due diligence investigation of the issuer. Due diligence entails engaging legal, financial and/or other experts to perform an investigation as to the accuracy of an issuer’s disclosure regarding, among other things, its business and financial results. In making their investment decision, investors have the benefit of such diligence in underwritten public offerings. The post-combination company’s investors must rely on the information in this proxy statement and will not have the benefit of an independent review and investigation of the type normally performed by an independent underwriter in a public securities offering. While sponsors, private investors and management in a business combination undertake a certain level of due diligence, it is not necessarily the same level of due diligence undertaken by an underwriter in a public securities offering and, therefore, there could be a heightened risk of an incorrect evaluation of Digerati’s business or material misstatements or omissions in this proxy statement.

In addition, because there are no underwriters engaged in connection with the Business Combination, prior to the opening of trading on the trading day immediately following the Closing, there will be no traditional “roadshow” or book building process, and no price at which underwriters initially sold shares to the public to help inform efficient and sufficient price discovery with respect to the initial post-closing trades. Therefore, buy and sell orders submitted prior to and at the opening of initial post-closing trading of the post-combination company’s securities will not have the benefit of being informed by a published price range or a price at which the underwriters initially sold shares to the public, as would be the case in an underwritten initial public offering. There will be no underwriters assuming risk in connection with an initial resale of the post-combination company’s securities or helping to stabilize, maintain or affect the public price of the post-combination company’s securities following the closing. Moreover, the post-combination company will not engage in, and has not and will not, directly or indirectly, request financial advisors to engage in, any special selling efforts or stabilization or price support activities in connection with the post-combination company’s securities that will be outstanding immediately following the closing. In addition, since the post-combination company will become public through a merger, securities analysts of major brokerage firms may not provide coverage of the post-combination company since there is no incentive to brokerage firms to recommend the purchase of its common shares. No assurance can be given that brokerage firms will, in the future, want to conduct any offerings on the post-combination company’s behalf. All of these differences from an underwritten public offering of the post-combination company’s securities could result in a more volatile price for the post-combination company’s securities.

In addition, the Sponsor, certain members of the MEOA Board and its officers, as well as their respective affiliates and permitted transferees, have interests in the Business Combination that are different from or are in addition to those of holders of the post-combination company’s securities following completion of the Business Combination, and that would not be present in an underwritten public offering of the post-combination company’s securities.

Such differences from an underwritten public offering may present material risks to unaffiliated investors that would not exist if the post-combination company became a publicly listed company through an underwritten initial public offering instead of upon completion of the Business Combination.

If MEOA’s due diligence investigation of Digerati was inadequate, then the shareholders of New Digerati following the Closing of the Business Combination could lose some or all of their investment.

Even though MEOA conducted a due diligence investigation of Digerati, it cannot be sure that this diligence uncovered all material issues that may be present inside Digerati or its business, or that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of Digerati and its business and outside of its control will not later arise. The failure of MEOA to have uncovered all material issues relating to Digerati and its business could materially adversely affect the stock performance and the business prospects of the combined company following the Closing of the Business Combination. Even if MEOA’s due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with Digerati’s preliminary risk analysis.

MEOA will be forced to liquidate the Trust Account if it cannot consummate a business combination on or prior to May 30, 2023.

If MEOA is unable to complete a business combination on or prior to May 30, 2023 and is forced to liquidate, the per share liquidation distribution will be approximately $11.15 based upon the amount in the Trust Account as of the Record Date. On September 2, 2022, MEOA announced that the Sponsor had caused to be deposited into the Trust Account $1,265,000 to extend the date by which the Business Combination may be consummated from August 30, 2022 to November 30, 2022. An additional $416,666.65 has been deposited into the Trust Account since November 30, 2022 to extend the date by which the Business Combination may be consummated from November 30, 2022 to April 30, 2023, and it is anticipated that an additional $83,333.33 will be deposited into the Trust Account to extend the date by which the Business Combination may be consummated until May 30, 2023.

If the conditions to the Business Combination Agreement are not met, the Business Combination may not occur.

Even if the Business Combination Agreement is approved by Digerati’s stockholders, specified conditions must be satisfied or waived before the parties to the Business Combination Agreement are obligated to complete the Business Combination. For a list of the material closing conditions contained in the Business Combination Agreement, see the section titled “Proposal 1 - The Business Combination Proposal - Conditions to the Closing of the Business Combination.” MEOA and Digerati may not satisfy all of the closing conditions in the Business Combination Agreement. If the closing conditions are not satisfied or waived, the Business Combination will not occur, or will be delayed pending later satisfaction or waiver, and such delay may cause MEOA and Digerati to each lose some or all of the intended benefits of the Business Combination.

The announcement of the Business Combination could disrupt the relationships of the combined company resulting from the Business Combination with its customers, members, providers, business partners and others, as well as its operating results and business generally.

Whether or not the Business Combination and related transactions are ultimately consummated, as a result of uncertainty related to the proposed transactions, risks relating to the impact of the announcement of the Business Combination on the business of the combined company resulting from the Business Combination include the following:

•        its employees may experience uncertainty about their future roles, which might adversely affect the ability of New Digerati to retain and hire key personnel and other employees;

•        customers, business partners and other parties with which New Digerati maintains business relationships may experience uncertainty about its future and seek alternative relationships with third parties, seek to alter their business relationships with New Digerati or fail to extend an existing relationship or subscription with New Digerati; and

•        New Digerati has expended and will continue to expend significant costs, fees and expenses for professional services and transaction costs in connection with the Business Combination.

If any of the aforementioned risks were to materialize, they could lead to significant costs that may impact New Digerati’s results of operations and cash available to fund its business.

Stockholder litigation and regulatory inquiries and investigations are expensive and could harm MEOA’s business, financial condition and operating results and could divert management attention.

In the past, securities class action litigation and/or stockholder derivative litigation and inquiries or investigations by regulatory authorities have often followed certain significant business transactions, such as the sale of a company or announcement of any other strategic transaction, such as the Business Combination. Any stockholder litigation and/or regulatory investigations against Digerati, whether or not resolved in Digerati’s favor, could result in substantial costs and divert Digerati’s management’s attention from other business concerns, which could adversely affect Digerati’s business and cash resources and the ultimate value Digerati’s stockholders receive as a result of the Business Combination.

Maxim and its affiliates have multiple roles in the Business Combination, which give rise to potential conflicts of interest.

Maxim was engaged by Digerati to act as its financial advisor in connection with a business combination with a special purpose acquisition company, including the Business Combination. In furtherance of its efforts under this engagement, in April 2022, a representative of Maxim, on behalf of Digerati, contacted MEOA about the merits of a potential business combination with Digerati. Thereafter, Maxim facilitated negotiations and the sharing of information between the parties and their advisors through the date on which the Business Combination Agreement was executed and delivered. For its role as financial advisor to Digerati, Maxim is entitled to receive, and Digerati agreed to pay to Maxim, a success fee, of which 50% is payable in common stock of the post-transaction company and the balance of which is payable in cash and/or common stock of the post-transaction company (depending upon the amount remaining in trust, unless such amount is $35 million or more, in which case such portion of the success fee shall be paid entirely in cash), with the amount payable in common stock of the post-transaction company being calculated on the basis of a success fee equal to 3.5% of the transaction consideration and with the amount payable in cash being calculated on the basis of a success fee equal to 3.0% of the transaction consideration (the “Success Fee”). Digerati also agreed to pay for all of Maxim’s reasonable out-of-pocket expenses incurred in connection with such services.

Moreover, MEOA owes Maxim a deferred underwriting fee upon the completion of the Business Combination for its role as sole manager to MEOA in the IPO in an amount equal to the product of (i) $4,554,000 and (ii) one (1) minus the quotient resulting by dividing the percentage of redemptions of all Public Shares that were originally issued in the Initial Public Offering by two (2), the payment of which deferred underwriting commission shall be subordinate to the payments of up to $2,500,000 of Sponsor loans to MEOA and up to $2,500,000 of debt repayment to other parties.

Because Maxim will receive its Success Fee and deferred underwriting fee upon the consummation of the Business Combination, and will not receive either fee if the Business Combination does not occur, investors should be aware of the potential conflicts of interest owing to Maxim’s multiple roles in the Business Combination transaction and the interest that it has in the Closing of the Business Combination in order to receive its Success Fee and deferred underwriting fee.

Furthermore, Maxim and/or its affiliates hold an aggregate of 632,500 Private Placement Warrants, which were purchased at the time of the IPO at a price of $1.00 per warrant, for an aggregate purchase price of $632,500. These warrants will expire worthless if MEOA does not complete an initial business combination, including the proposed Business Combination with Digerati, on or prior to May 30, 2023.

MEOA and Digerati have incurred and expect to continue to incur significant costs associated with the Business Combination. Whether or not the Business Combination is completed, the incurrence of these costs will reduce the amount of cash available to be used for other corporate purposes by New Digerati if the Business Combination is completed or by MEOA if the Business Combination is not completed.

MEOA and Digerati have incurred and expect to continue to incur significant costs associated with the Business Combination. Whether or not the Business Combination is completed, it is expected that MEOA and Digerati will incur approximately $16.0 million in expenses, including deferred underwriting fees. These expenses will reduce the amount of cash available to be used for other corporate purposes by New Digerati if the Business Combination is completed or by MEOA if the Business Combination is not completed. If the Business Combination is not consummated, MEOA may not have sufficient funds to seek an alternative business combination and may be forced to liquidate and dissolve.

In the event that a significant number of Public Shares are redeemed, the shares of New Digerati Common Stock may become less liquid following the Business Combination.

In connection with the Extension Meeting, the holders of 11,691,103 Public Shares exercised their right to redeem such Public Shares, as a result of which redemptions approximately $120.8 million, representing approximately 92% of the assets held in the Trust Account prior to such redemptions, was removed from the Trust Account, leaving approximately $9.9 million remaining in the Trust Account. If a significant number of additional Public Shares are redeemed in connection with the Closing of the Business Combination, MEOA, and following the Closing New Digerati, may be left with a significantly smaller number of stockholders. As a result, trading in the shares of New Digerati Common Stock may be limited and New Digerati’s public float would be reduced, which could cause the trading price of New Digerati Common Stock to become volatile, which could cause downward pressure on the trading price of New Digerati Common Stock, and which could adversely affect your ability to sell your shares of New Digerati Common Stock in the market. These factors would be exacerbated by (A) the fact that the Sponsor, as well as other holders of Digerati Common Stock who will hold, after the Closing of the Business Combination, approximately 4.7 million shares of New Digerati Common Stock, will be subject to lock-up agreements that will restrict their ability to sell their shares on Nasdaq, and (B) the fact that neither MEOA nor Digerati have entered into any agreements regarding supplemental financing to be made available to New Digerati at the Closing, such as a PIPE, private placement or forward purchase agreement.

The working capital available to New Digerati after the Closing of the Business Combination will be reduced to the extent the holders of the Public Shares exercise their redemption rights in connection with the Business Combination and will also be reduced to the extent of the transaction expenses of MEOA and Digerati, which will be payable by New Digerati. This may adversely affect the business and future operations of New Digerati.

The amount of working capital available to New Digerati after the Closing of the Business Combination, which amount has already been significantly reduced due to the significant redemptions that were effected in connection with the Extension Meeting, will depend in part on the extent to which the holders of the Public Shares exercise their right to redeem their shares into cash in connection with the Business Combination. MEOA’s working capital will be reduced in proportion to such redemptions, and will also be reduced to the extent of the transaction expenses of MEOA and Digerati, which will be payable by New Digerati. Reduced working capital may adversely affect New Digerati’s business and future operations.

New Digerati will be required to meet the initial listing requirements to be listed on Nasdaq. However, New Digerati may be unable to maintain the listing of its securities in the future.

We cannot guarantee that New Digerati’s securities will continue to be listed on Nasdaq following the Business Combination. If New Digerati fails to meet Nasdaq’s continued listing requirements and Nasdaq delists New Digerati’s securities from trading on its exchange and it is not able to list its securities on another national securities exchange, New Digerati could face significant material adverse consequences, including:

•        a limited availability of market quotations for its securities;

•        reduced liquidity and trading price for its securities;

•        a limited amount of news and analyst coverage for New Digerati; and

•        a decreased ability to issue additional securities or obtain additional financing in the future.

Digerati may waive one or more of the conditions to the Business Combination without resoliciting stockholder approval for the Business Combination.

Digerati may agree to waive, in whole or in part, some of the conditions to its obligations to complete the Business Combination, to the extent permitted by applicable laws. The Board will evaluate the materiality of any waiver to determine whether amendment of this proxy statement and resolicitation of proxies is warranted. In some instances, if the Board determines that a waiver is not sufficiently material to warrant resolicitation of stockholders, Digerati has the discretion to complete the Business Combination without seeking further stockholder approval.

Shares of post-business combination SPACs commonly decline in value for a variety of reasons. If the share price of New Digerati Common Stock declines below the exercise price of $11.50 per share for MEOA’s warrants, it is unlikely that such warrants will be exercised, and New Digerati will be unable to raise further proceeds from such warrants.

Shares of post-business combination SPACs commonly decline in value for a variety of reasons. Because the Sponsor purchased shares at prices below the IPO price, it may be incentivized to sell its shares. Similarly, the Digerati Stockholders who acquired shares below market carrying cost prior to the Closing of the Business Combination may also be incentivized to sell their shares. Any resulting sales may lower the trading price of the New Digerati Common Stock. Further, if the share price declines below the exercise price of $11.50 per share of MEOA’s warrants, it is unlikely for the warrants to be exercised and New Digerati will be unable to raise further proceeds from such warrants and such warrants may expire worthless.

Even if we consummate the Business Combination, there can be no assurance that MEOA’s warrants will be in the money at the time they become exercisable, and they may expire worthless.

The exercise price for the outstanding warrants is $11.50 per share of New Digerati Common Stock. There can be no assurance that the warrants will be in the money following the time they become exercisable and prior to their expiration, and, if the warrants are not in the money during such period of time, it is unlikely that they will be exercised, in which case they may expire worthless. If the warrants are not exercised for any reason, including as a result of the warrants not being in the money following the time they become exercisable and prior to their expiration, New Digerati will not raise any further proceeds from such warrants.

Following the Closing, New Digerati’s only significant asset will be ownership of 100% of Digerati and such ownership may not be sufficient to pay dividends or make distributions or loans to enable it to pay any dividends on its Common Stock.

Following the Closing, New Digerati will have no direct operations and no significant assets other than the ownership of 100% of Digerati. New Digerati will depend on Digerati for distributions, loans and other payments to generate the funds necessary to meet New Digerati’s financial obligations, including expenses related to operating as a publicly traded company, and to pay any dividends with respect to its Common Stock. The earnings from, or other available assets of, Digerati, may not be sufficient to pay dividends or make distributions or loans to enable New Digerati to pay any dividends on its Common Stock nor do we expect New Digerati to pay dividends in the future.

The share price of New Digerati Common Stock may significantly decline following the Closing of the Business Combination as a result of the differences as to how the market has valued Digerati.

For purposes of the Business Combination, pursuant to the Business Combination Agreement, as amended, Digerati has an implied equity value of $71,080,810. This is substantially higher than Digerati’s current market capitalization of approximately $10.7 million based upon a closing price of Digerati Common Stock on the OTCQB on April 28, 2023 of approximately $0.07, and which is also substantially higher than Digerati’s market capitalization of approximately $15.5 million based upon a closing price of Digerati Common Stock on the OTCQB on August 30, 2022 (the date on which the Business Combination Agreement was entered into) of $0.11. As a result of such disparity, it is possible that the share price of New Digerati Common Stock may significantly decline following the Closing of the Business Combination as a result of the differences as to how the market has valued Digerati as compared to how MEOA has valued Digerati.

If the Adjournment Proposal is not approved, and an insufficient number of votes have been obtained to authorize the consummation of the Business Combination, the Board will not have the ability to adjourn the Special Meeting to a later date in order to solicit further votes, and, therefore, the Business Combination will not be completed.

The Board is seeking approval to adjourn the Special Meeting to a later date or dates if, at the Special Meeting, there is insufficient votes to approve the Business Combination Proposal. If the Adjournment Proposal is not approved, the Board will not have the ability to adjourn the Special Meeting to a later date and, therefore, the Business Combination would not be completed.

If the Merger does not qualify as a reorganization under Section 368(a) of the Code, holders of Digerati Common Stock may incur a U.S. federal income tax liability as a result of the Merger.

MEOA and Digerati intend for the Merger to be treated for U.S. federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code. However, neither MEOA nor Digerati has requested, or intends to request, an opinion of tax counsel or a ruling from the Internal Revenue Service, or IRS, with respect to the tax consequences of the Merger and there can be no assurance that the companies’ position would be sustained by a court if challenged by the IRS. Accordingly, if the IRS or a court determines that the Merger does not qualify as a reorganization under Section 368(a) of the Code and is therefore fully taxable for U.S. federal income tax purposes, holders of Digerati Common Stock generally would recognize taxable gain or loss on their receipt of New Digerati Common Stock in connection with the Merger.

It is possible that certain approvals from the Federal Communications Commission may be necessary for New Digerati to continue to operate the business of Digerati following the Closing.

Digerati has applied for the FCC’s approval for transfer of Domestic 214 Authority in compliance with the FCC’s rules. The purpose of the filing, which is required by the rules and regulations of the FCC, is to allow the FCC to assess whether any service suspension, reduction or cancellation to end-user customers may result as a result of a change of control transaction, such as the Business Combination, and if such a result may arise, to approve the proposed change of control transaction. It is not anticipated that the Business Combination will have any such impact to Digerati customers. Rather, it is anticipated that no Digerati customer will experience any service suspension, reduction or cancellation as a result of the Business Combination, and that services will continue to be provided through the applicable subsidiaries of Digerati without disruption. In its submission to the FCC, which was made on or about April 11, 2023, Digerati noted the nature of the Business Combination and the fact that Digerati does not anticipate any impact to its customers as a result of the Business Combination. Based on the foregoing, upon advice of counsel, Digerati believes it is likely that the FCC will either approve the Business Combination promptly following submission or simply record the request and advise that no further review or approval is necessary. It is anticipated that the FCC will respond to Digerati’s submission within three weeks following submission. Neither the filing for the review and approval of the FCC for the transfer of Domestic 214 Authority, nor the receipt of such approval, is a condition to the Closing of the Business Combination. If, following review, the FCC determines that its approval for the transfer of Domestic 214 authority is required, and such approval is not obtained prior to the Closing of the Business Combination, then the ability of New Digerati to continue the business of Digerati immediately following the Closing of the Business Combination may be impaired, which could materially adversely affect the business, financial condition and results of operations of New Digerati until approval is obtained.

Legal proceedings in connection with the Business Combination, the outcomes of which are uncertain, could delay or prevent the completion of the Business Combination.

Lawsuits may be filed against Digerati or its directors and officers in connection with the Business Combination. Defending such lawsuits could require Digerati to incur significant costs and draw the attention of Digerati’s management team away from the Business Combination. Further, the defense or settlement of any lawsuit or claim that remains unresolved at the time the Business Combination is consummated may adversely affect New Digerati’s business, financial condition, results of operations and cash flows. Such legal proceedings could delay or prevent the Business Combination from becoming effective within the agreed upon timeframe.

SPECIAL MEETING

Date, Time and Place of Special Meeting

The Special Meeting will be held at 11:00 a.m. Eastern time, on May 25, 2023, or at such other date, time and place to which such meeting may be adjourned or postponed, as a telephonic meeting, to consider and vote upon the Proposals. The Special Meeting will be conducted via teleconference using the following dial-in: 1-888-900-3629 (toll-free) within the U.S. or 1-210-624-7411 (standard rates apply) outside of the U.S.; participant passcode 78216#. You will be able to attend the Special Meeting telephonically and vote during the Special Meeting by emailing digerati@laurelhill.com and providing the unique control number that appears on your proxy card. You are cordially invited to attend the Special Meeting telephonically.

Purpose of the Special Meeting

A. At the Special Meeting, the stockholders of Digerati are being asked to vote on the following Proposals:

•        The Business Combination Proposal; and

•        The Adjournment Proposal, if it is presented at the Special Meeting.

Record Date; Outstanding Shares; Stockholders Entitled to Vote

Digerati has fixed the close of business on May 2, 2023 as the Record Date for determining the Digerati stockholders entitled to notice of and to attend and vote at the Special Meeting. As of the close of business on such date, Digerati had two classes of capital stock which have right to vote at the Special Meeting with such classes voting together as a single class: Digerati Common Stock of which there were 156,767,801 shares outstanding (each share of Digerati Common Stock is entitled to one vote per share at the Special Meeting) and Digerati’s Series F Super Voting Preferred Stock, par value $0.001 per share (the “Series F Preferred Stock”) of which there were shares that have a total of 157,767,801 votes (the shares of Series F Preferred Stock as a whole are entitled to that number of votes equal to the number of votes that all issued and outstanding shares of Digerati Common Stock and all other securities of Digerati are entitled to, as of any such date of determination, plus one million (1,000,000) votes).

Quorum and Required Vote

A quorum of Digerati stockholders is necessary to hold the Special Meeting. The presence, telephonically or by proxy, of Digerati stockholders representing the holders of a majority of the Digerati voting stock voting together as a single class (including the votes represented by the Series F Preferred Stock) issued and outstanding on the Record Date and entitled to vote on the Proposals to be considered at the Special Meeting will constitute a quorum for the Special Meeting. The Business Combination Proposal must be approved by a majority of the Digerati voting stock voting as a single class in order for Digerati to complete the Business Combination as contemplated by the Business Combination Agreement.

Voting Your Shares

You Can Vote By Signing and Returning the Enclosed Proxy Card.    If you vote by proxy card, your “proxy,” whose name is listed on the proxy card, will vote your shares as you instruct on the proxy card. If you sign and return the proxy card but do not give instructions on how to vote your shares, your shares will be voted as recommended by the Digerati Board “FOR” the Business Combination and the Adjournment Proposal. Votes received after a matter has been voted upon at the Special Meeting will not be counted.

If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. If you wish to attend the Special Meeting telephonically and vote during the Special Meeting by emailing digerati@laurelhill.com and your shares are held in “street name,” you must obtain a legal proxy from your broker, bank or nominee. That is the only way Digerati can be sure that the broker, bank or nominee has not already voted your shares.

Abstentions and Broker Non-Votes

Proxies that are marked “abstain” and proxies relating to “street name” shares that are returned to Digerati but marked by brokers as “not voted” will be treated as shares present for purposes of determining the presence of a quorum on all matters. Abstentions and broker non-votes will be considered a vote against the Business Combination Proposal and will have no effect on the Adjournment Proposal.

Ownership of and Voting by Digerati’s Directors and Officers

The current directors and officers of Digerati own an aggregate of 31,359,128 shares of Digerati Common Stock and all Series F Preferred Stock shares, which, collectively, equal 157,767,801 votes, and the officers and directors of Digerati have agreed to vote those shares in favor of each of the Proposals at the Special Meeting.

Revoking Your Proxy; Changing Your Vote

If you are a record owner of your shares and you give a proxy, you may change or revoke it at any time before it is exercised by doing any one of the following:

•        you may send another proxy card with a later date;

•        you may notify Digerati’s secretary in writing before the Special Meeting that you have revoked your proxy; or

•        You may attend the Special Meeting telephonically and, by emailing digerati@laurelhill.com and providing the unique control number that appears on your proxy card, revoke your proxy and cast your new vote.

If your shares are held in “street name” or are in a margin or similar account, you should contact your broker for information on how to change or revoke your voting instructions.

Appraisal Rights

Under Nevada Revised Statues, or NRS, 92A.300 to 92A.500, holders of Digerati Common Stock are entitled to assert dissenter’s rights under NRS 92A.300 to 92A.500. By exercising dissenter’s rights, stockholders can “demand payment” for their shares at a price equal to its fair value immediately before the corporate action. If Digerati and any stockholder that properly exercises dissenter’s rights cannot agree on a fair value, Digerati must then commence an appraisal process in state court to determine the fair value.

NRS 92A.300 through 92A.500 describe the appraisal process and the procedure stockholders must follow to exercise their right to dissent and demand payment. The full text of NRS 92A.300 to 92A.500 is attached to this proxy statement as Annex E. All references in NRS 92A.300 to 92A.500 to a “stockholder” or “dissenter” and in this summary to a “stockholder” are to the record holders of the shares of Digerati Common Stock. The following discussion is a summary of the law pertaining to dissenter’s rights under the NRS:

•        When a corporate action subject to dissenter’s rights is submitted to a vote at stockholders’ meeting, the corporation must provide notice of dissenter’s rights in the proxy materials, along with a copy of the statute describing these rights (NRS 92A.300 through 92A.500). A corporation only needs to notify stockholders of record who are entitled to dissenter’s rights, not all beneficial owners.

•        If the corporate action is submitted to a vote at a stockholders’ meeting, any stockholders wishing to dissent must first deliver written notice, before the vote is taken, of their intent to demand payment for their shares if the proposed action is carried out. Second, these stockholders must not vote any of their shares in favor of the proposed action.

•        If the corporation receives requisite stockholder approval for the proposed action, it must then deliver a written dissenter’s notice to all stockholders of record who are entitled to assert their dissenter’s rights within 10 days of the effective date of the corporate action. The dissenter’s notice must:

•        State where the demand for payment must be sent and where and when share certificates, if any, must be deposited;

•        Inform the holders of shares not represented by certificates the extent to which the transfer of the shares will be restricted after the corporation receives the demand for payment;

•        Supply a form for demanding payment that includes the date of the first announcement to the news media or to the stockholders of the terms of the proposed action and requires that the person asserting dissenters’ rights certify whether or not they acquired beneficial ownership of the shares before that date;

•        Set a date by which the corporation must receive the demand for payment, which must be no earlier than 30 days nor later than 60 days after the date the notice is delivered;

•        State that the stockholder shall be deemed to have waived the right to demand payment with respect to the shares unless the form is received by the corporation by the specified date; and

•        Be accompanied by a copy of NRS 92A.300 to 92A.500.

•        Stockholders who receive a dissenter’s notice and who wishes to continue with the appraisal process must then:

•        Demand payment;

•        Certify that they were beneficial owners prior to the date specified in the dissenter’s notice; and

•        Deposit the stockholder’s certificates, if any, in accordance with the terms of the notice.

•        Alternatively, stockholders may withdraw from the appraisal process by notifying the corporation in writing by the date specified in the dissenter’s notice. After this date, dissenters may withdraw only with the written consent of the corporation.

•        Once dissenting stockholders deposit the stockholder’s certificates (or, in the case of uncertified shares, makes a demand for payment), they lose all rights as a stockholder, unless they later withdraw from the appraisal process. The corporation may restrict the transfer of uncertified shares from the date the corporation receives the dissenters’ demand for payment.

•        Within 30 days of receiving demand for payment, the corporation must pay dissenters an amount the corporation estimates to be the fair value of the dissenter’s share, plus accrued interest. This payment must be accompanied by:

•        The corporation’s balance sheet as of the end of a fiscal year ending not more than 16 months before the date of payment, a statement of income for that year, a statement of changes in the stockholders’ equity for that year or, whether such financial statements are not reasonably available, then such reasonably equivalent financial information and the latest available quarterly financial statements, if not reasonably available, then such reasonably equivalent financial information and the latest available quarterly financial statements, if any;

•        A statement of the corporation’s estimate of the fair value of the shares; and

•        A statement of the dissenter’s rights to contest the corporation’s estimate of fair value.

•        If dissenting stockholders wish to contest the corporation’s estimate of fair value, they must notify the corporation in writing within 30 days of receiving the corporation’s initial payment. Dissenters must provide their own estimate of fair value plus interest and demand that the corporation pay the difference between this estimate and the corporation’s estimate.

•        The corporation must either pay the additional amount or commence judicial proceedings within 60 days of receiving the demand and petition the court to determine the fair value of the shares and accrued interest.

IF A DIGERATI STOCKHOLDER FAILS TO COMPLY WITH THE PROCEDURES SPECIFIED IN THE DISSENT PROVISIONS IN A TIMELY MANNER, HE, SHE OR IT MAY LOSE HIS, HER OR ITS DISSENTERS’ RIGHTS. BECAUSE OF THE COMPLEXITY OF THOSE PROCEDURES, DIGERATI STOCKHOLDERS SHOULD SEEK THE ADVICE OF COUNSEL IF THEY ARE CONSIDERING EXERCISING THEIR DISSENTERS’ RIGHTS.

Proxy Solicitation

Digerati is soliciting proxies on behalf of the Board. This solicitation is being made by mail but also may be made by telephone or in person virtually. Digerati and its directors, officers and employees may also solicit proxies in person virtually, by telephone or by other electronic means. Digerati will bear all of the costs of the solicitation, which Digerati estimates will be approximately $20,000 in the aggregate. Digerati has engaged Laurel Hill Advisory Group as proxy solicitor to assist in the solicitation of proxies.

Digerati will ask banks, brokers and other institutions, nominees and fiduciaries to forward the proxy materials to their principals and to obtain their authority to execute proxies and voting instructions. Digerati will reimburse them for their reasonable expenses.

If a stockholder grants a proxy, it may still vote its shares in person virtually if it revokes its proxy before the Special Meeting. A stockholder may also change its vote by submitting a later-dated proxy as described in the section titled “— Revoking Your Proxy; Changing Your Vote.”

Householding

The SEC has adopted a rule concerning the delivery of annual reports and proxy statements. It permits Digerati with your permission, to send a single notice of meeting and, to the extent requested, a single copy of this proxy statement to any household at which two or more Digerati stockholders reside if they appear to be members of the same family. This rule is called “householding,” and its purpose is to help reduce printing and mailing costs of proxy materials.

A number of brokerage firms have instituted householding for shares held in “street name.” If you and members of your household have multiple accounts holding shares of common stock of Digerati, you may have received a householding notification from your broker. Please contact your broker directly if you have questions, require additional copies of this proxy statement or wish to revoke your decision to household. These options are available to you at any time.

Who Can Answer Your Questions About Voting Your Shares?

If you are a holder of Digerati Common Stock and have any questions about how to vote or direct a vote in respect of your securities, you may call Laurel Hill Advisory Group at 888-742-1305.

PROPOSAL 1 — THE BUSINESS COMBINATION PROPOSAL

Overview

On August 30, 2022, MEOA, Merger Sub and Digerati entered into the Business Combination Agreement. The Business Combination Agreement was amended on each of February 14, 2023, February 24, 2023, and May 1, 2023. We are asking our stockholders to adopt and approve the Business Combination Agreement, certain related agreements and the transactions contemplated thereby (including the Business Combination). Digerati stockholders should read carefully this proxy statement in its entirety for more detailed information concerning the Business Combination Agreement, which is attached as Annex A-1 to this proxy statement, and the transactions contemplated thereby. Please see “— The Business Combination Agreement” below for additional information and a summary of certain terms of the Business Combination Agreement. You are urged to read carefully the Business Combination Agreement in its entirety before voting on this proposal.

Because we are holding a stockholder vote on the Business Combination, we may consummate the Business Combination only if it is approved by the affirmative vote of a majority of the voting stock voting as a single class.

The Business Combination Agreement

This subsection of the proxy statement describes the material provisions of the Business Combination Agreement, but does not purport to describe all of the terms of the Business Combination Agreement. The following summary is qualified in its entirety by reference to the complete text of the Business Combination Agreement, which is attached as Annex A-1 to this proxy statement. You are urged to read the Business Combination Agreement in its entirety because it is the primary legal document that governs the Business Combination.

The Business Combination Agreement contains representations, warranties and covenants that the respective parties made to each other as of the date of the Business Combination Agreement or other specific dates. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating the Business Combination Agreement. The representations, warranties and covenants in the Business Combination Agreement are also modified in part by the underlying Disclosure Schedules, which are not filed publicly and which are subject to a contractual standard of materiality different from that generally applicable to stockholders and were used for the purpose of allocating risk among the parties rather than establishing matters as facts. We do not believe that the Disclosure Schedules contain information that is material to an investment decision. Additionally, the representations and warranties of the parties to the Business Combination Agreement may or may not have been accurate as of any specific date and do not purport to be accurate as of the date of this proxy statement. Accordingly, no person should rely on the representations and warranties in the Business Combination Agreement or the summaries thereof in this proxy statement as characterizations of the actual state of facts about MEOA, Sponsor, Digerati or any other matter.

The Business Combination Agreement provides that, at the Closing, the parties to the Business Combination Agreement will cause a certificate of merger to be executed and filed with the Secretary of State of each of the State of Delaware and the State of Nevada, pursuant to which Merger Sub will merge with and into Digerati, with Digerati as the surviving company in the Business Combination (the “Surviving Company”) and, after giving effect to such Business Combination, Digerati will be a wholly-owned subsidiary of MEOA. The time this Business Combination becomes effective is referred to as the “Effective Time.”

In accordance with the terms and subject to the conditions of the Business Combination Agreement, as amended, at the Effective Time, based on an implied equity value of Digerati of $71,080,810,

(i)     each share of MEOA Class B Common Stock that is issued and outstanding immediately prior to the Effective Time will convert into one share of MEOA Common Stock;

(ii)    each share of Digerati Common Stock issued and outstanding as of immediately prior to the Effective Time, including, for the avoidance of doubt, shares of Digerati Common Stock that were issued upon the exercise of the Post Road Warrant and upon the conversion of Digerati Series B Preferred Stock and Digerati Series C Preferred Stock will be automatically canceled and extinguished and converted into the right to receive the pro rata portion of the Transaction Share Consideration issuable to holders of Digerati Common Stock at the Effective Time comprised of shares of MEOA Common Stock, as determined in

accordance with the Business Combination Agreement; provided, that any shares of Digerati Common Stock that are restricted shares will be converted into restricted shares of MEOA Common Stock, subject to the same vesting, transfer and other restrictions as the applicable restricted shares of Digerati Common Stock;

(iii)   each share of capital stock of Merger Sub issued and outstanding as of immediately prior to the Effective Time will be automatically cancelled and extinguished and converted into one share of common stock of the Surviving Company;

(iv)   each vested and unvested Digerati Option will be assumed by MEOA and will cease to represent the right to purchase shares of Digerati Common Stock and will become a “Rollover Option” thereafter exercisable for shares of MEOA Common Stock in an amount, at an exercise price and subject to such terms and conditions, in each case, as set forth on the Allocation Schedule attached to the Business Combination Agreement;

(v)    each Rollover Warrant (other than the Post Road Warrant, which will be exercised for shares of Digerati Common Stock prior to the Closing of the Business Combination) will cease to represent the right to purchase shares of Digerati Common Stock and will be canceled in exchange for a “Rollover Warrant” to purchase shares of MEOA Common Stock in an amount, at an exercise price and subject to such terms and conditions, in each case, as set forth on the Allocation Schedule attached to the Business Combination Agreement; provided, however, that the Bridge Loan Warrants (although they will be assumed by New Digerati) are not a part of the implied equity value of Digerati and will not be listed on the Allocation Schedule;

(vi)   each share of Digerati Series A Preferred Stock that is outstanding at the Effective Time will become convertible into such number of shares of MEOA Common Stock as the shares of Digerati Common Stock for which such share of Digerati Series A Preferred Stock would have been convertible immediately prior to the Effective Time would have converted into as a result of the Merger;

(vii)  certain convertible promissory notes of Digerati that are outstanding at the Effective Time will become convertible into such number of shares of MEOA Common Stock as the shares of Digerati Common Stock for which such notes would have been convertible immediately prior to the Effective Time would have converted into as a result of the Merger; and

(viii) the Sponsor has agreed to forfeit for cancellation up to 1,391,500 of its Founder Shares, and 3,776,500 its Private Placement Warrants, to MEOA immediately prior to the Effective Time in accordance with the terms and conditions of the Sponsor Letter Agreement.

On February 14, 2023, the parties to the Business Combination Agreement amended the Business Combination Agreement (the “February Amendment”) to increase the implied equity value of Digerati from $68,680,807 to $71,080,810 to give effect to the issuance by Digerati to Maxim, immediately prior to the Closing of the Business Combination, of such number of shares of Digerati Common Stock as would be exchanged for an aggregate of 240,000 shares of New Digerati Common Stock upon the Closing of the Business Combination as partial compensation for financial advisory services that Maxim provided to Digerati in connection with the Business Combination. The February Amendment also clarified that the shares of Digerati Common Stock underlying the Bridge Loan Warrants would not be part of the implied equity value of Digerati of $71,080,810, and it clarified that none of the shares underlying any of the convertible promissory notes of Digerati that are outstanding upon the Closing of the Business Combination are part of the implied equity value of Digerati of $71,080,810. A copy of the February Amendment is attached as Annex A-2 to this proxy statement.

On February 24, 2023, the parties to the Business Combination Agreement entered into an Amendment No. 2 to Business Combination Agreement, which, among other things, extends the Termination Date (as defined in the Business Combination Agreement) from February 25, 2023 to April 28, 2023. A copy of Amendment No. 2 to Business Combination Agreement is attached as Annex A-3 to this proxy statement.

On May 1, 2023, the parties to the Business Combination Agreement entered into an Amendment No. 3 to Business Combination Agreement, which, among other things, extends the Termination Date (as defined in the Business Combination Agreement) from April 28, 2023 to May 30, 2023. A copy of Amendment No. 3 to Business Combination Agreement is attached as Annex A-4 to this proxy statement.

Related Agreements

In connection with the Business Combination, certain related agreements have been, or will be, entered into on or prior to the closing of the Business Combination, including the Sponsor Letter Agreement and the Transaction Support Agreements. See the section below titled “— Related Agreements” for more information.

Aggregate MEOA Proceeds

The aggregate cash proceeds available for release to MEOA from the Trust Account in connection with the transactions contemplated by the Business Combination Agreement (after, for the avoidance of doubt, giving effect to any redemptions by the Public Stockholders that exercise redemption rights with respect to their shares of Class A Common Stock) will be used for general corporate purposes after the Business Combination.

Closing and Effective Time of the Business Combination

The Closing of the transactions contemplated by the Business Combination Agreement is required to take place electronically by exchange of the closing deliverables as promptly as reasonably practicable, but in no event later than the third (3rd) business day, following the satisfaction (or, to the extent permitted by applicable law, waiver) of the conditions described below under the section entitled “— Conditions to Closing of the Business Combination,” (other than those conditions that by their nature are to be satisfied at the Closing, but subject to satisfaction or waiver of such conditions) or at such other place, date and/or time as MEOA and Digerati may agree in writing.

Conditions to Closing of the Business Combination

Conditions to Each Party’s Obligations

The respective obligations of each party to the Business Combination Agreement to consummate the transactions contemplated by the Business Combination are subject to the satisfaction or, if permitted by applicable law, waiver by the party whose benefit such condition exists, of the following conditions:

•        the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act (the “HSR Act”) relating to the Business Combination having been expired or been terminated and any other required regulatory approvals applicable to the transactions contemplated by the Business Combination Agreement and related agreements having been obtained and remaining in full force and effect;

•        (i) all shares of the Digerati Series C Preferred Stock having been exchanged for restricted shares of Digerati Common Stock, and no shares of the Digerati Series C Preferred Stock remaining outstanding, and (ii) all shares of the Digerati Series F Preferred Stock having been redeemed by Digerati at a redemption price of $0.01 per share, and no shares of the Digerati Series F Preferred Stock remaining outstanding;

•        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 Business Combination Agreement pending or being in effect;

•        the Registration Statement filed by MEOA becoming effective in accordance with the provisions of the Securities Act, no stop order being issued by the SEC and remaining in effect with respect to the Registration Statement, and no proceeding seeking such a stop order being threatened or initiated by the SEC and remaining pending;

•        the initial listing application with Nasdaq in connection with the transactions contemplated by the Business Combination Agreement being approved and, immediately following the Effective Time, MEOA satisfying any applicable initial and continuing listing requirements of Nasdaq, and MEOA not having received any notice of non-compliance in connection therewith that has not been cured or would not be cured at or immediately following the Effective Time, and the shares of MEOA Common Stock (including the shares to be issued in connection with the Business Combination), being approved for listing on Nasdaq;

•        the board of directors of MEOA consisting of the number of directors, and comprising the individuals, determined as specified in the Business Combination Agreement;

•        the Required MEOA Stockholder Approval having been obtained; and

•        the affirmative vote of the holders of at least the requisite number of issued and outstanding shares of Digerati voting stock entitled to vote thereon, whether in person or by proxy at the Digerati Stockholders Meeting (or any adjournment thereof), in accordance with the Nevada Revised Statutes and Digerati’s Governing Documents (the “Digerati Stockholder Approval”), having been received by Digerati.

Other Conditions to the Obligations of MEOA and Merger Sub

The obligations of MEOA and Merger Sub (collectively, the “MEOA Parties”) to consummate the transactions contemplated by the Business Combination Agreement are subject to the satisfaction or, if permitted by applicable law, waiver by MEOA (on behalf of itself and the other MEOA Parties) of the following further conditions:

•        the representations and warranties of Digerati regarding organization and qualification of Digerati and its subsidiaries, certain representations and warranties regarding the capitalization of Digerati, representations and warranties of Digerati regarding the authority of Digerati to, among other things, consummate the transactions contemplated by the Business Combination Agreement, the representation and warranty regarding no Company Material Adverse Effect (as defined in the Business Combination Agreement) having occurred and the representation and warranty of Digerati regarding brokers fees being true and correct (without giving effect to any limitation of “materiality” or “Company Material Adverse Effect” or any similar limitation set forth in the Business Combination Agreement) in all respects (except for de minimis inaccuracies) as of the Closing Date as if made at and as of such date (or, if given as of an earlier date, as of such earlier date);

•        the other representations and warranties of Digerati being true and correct (without giving effect to any limitation as to “materiality” or “Company Material Adverse Effect” or any similar limitation set forth in the Business Combination Agreement) in all respects as of the Closing Date (or, if given as of an earlier date, as of such earlier date), except where the failure of such representations and warranties to be true and correct, taken as a whole, does not cause a Company Material Adverse Effect;

•        Digerati having performed and complied in all material respects with the covenants and agreements required to be performed or complied with by it under the Business Combination Agreement at or prior to the Closing;

•        since the date of the Business Combination Agreement, no Company Material Adverse Effect having occurred that is continuing;

•        MEOA receiving a certificate executed by an authorized officer of Digerati confirming that the conditions set forth in the first four bullet points in this section have been satisfied;

•        MEOA receiving a certificate of the secretary or equivalent officer of each of Digerati and its subsidiaries (each, a “Group Company” and collectively, the “Group Companies”) certifying that attached thereto are true, correct and complete copies of all resolutions adopted by the board of directors or equivalent body of each of the Group Companies authorizing the execution, delivery, and performance of the Business Combination Agreement and the transactions contemplated thereby, and that all such resolutions are in full force and effect and are all of the resolutions adopted in connection with the transactions contemplated by the Business Combination Agreement;

•        Digerati having delivered to MEOA a good standing certificate (or similar documents applicable for such jurisdictions) for each Group Company certified as of a date no earlier than 10 days prior to the Closing Date from the proper governmental authority of each such Group Company’s jurisdiction of organization and from each other jurisdiction in which each such Group Company is qualified to do business as a foreign entity as of the Closing, in each case to the extent that good standing certificates or similar documents are generally available in such jurisdictions;

•        MEOA having repaid, or having irrevocably arranged to have repaid upon the Closing, any and all loans that have been made to MEOA by the Sponsor, including, without limitation, any Extension Loans or Working Capital Loans, or, in lieu thereof, and with the consent of the Sponsor, such loans having been converted into warrants to purchase shares of the Class A common stock of MEOA having equivalent terms and conditions as the warrants that were issued by MEOA to investors in its Initial Public Offering;

•        Digerati having provided to MEOA evidence reasonably satisfactory to MEOA of (i) the exchange, effective prior to the Closing, of all of the issued and outstanding shares of the Digerati Series C Preferred Stock for restricted shares of Digerati Common Stock; (ii) the redemption, effective prior to the Closing, by Digerati of all of the issued and outstanding shares of the Digerati Series F Preferred Stock; and (iii) the exercise, effective prior to the Closing, of Post Road Warrant for Digerati Common Stock;

•        at or prior to the Closing, Digerati having delivered, or having caused to be delivered, to MEOA a certificate duly executed by an authorized officer of Digerati that, to the best of his or her knowledge, information and belief, (i) the information delivered in the Allocation Schedule attached to the Business Combination Agreement is true and correct in all respects and (ii) Digerati has performed, or otherwise complied with, as applicable, its covenants and agreements set forth in Section 2.1(d) of the Business Combination Agreement;

•        Digerati having delivered, or having caused to be delivered, to MEOA, waivers in the form attached as Exhibit G to the Business Combination Agreement, duly executed by each of Arthur Smith, Craig Clement, Antonio Estrada and Felipe Lahrssen whereby each such individual waives any entitlement to claim that the consummation of the transactions contemplated by the Business Combination Agreement, including the Business Combination, constitutes “Good Reason” as defined in the existing employment agreements that such individual has entered into with the Group Companies;

•        MEOA having received from each Supporting Company Stockholder (as defined in the Business Combination Agreement), at or prior to the Closing, a lock-up agreement between such Supporting Company Stockholder and MEOA (which lock-up period shall last for not less than 180 days from the Closing Date); and

•        Digerati having delivered, or caused to be delivered, to MEOA, at or prior to Closing, a duly executed copy of a written agreement between Post Road Administrative LLC and its affiliate Post Road Special Opportunity Fund II LP (collectively, “Post Road”) and Digerati (or its applicable Subsidiaries) that is reasonably satisfactory to MEOA, provided that MEOA does not act unreasonably in making its determination as to its satisfaction (such agreement the “PRG Resolution Agreement”). As described elsewhere in this proxy statement, Digerati and its subsidiaries and Post Road entered into the PRG Resolution Agreement on February 3, 2023.

Other Conditions to the Obligations of Digerati

The obligations of Digerati to consummate the transactions contemplated by the Business Combination Agreement are subject to the satisfaction or, if permitted by applicable law, waiver by Digerati of the following further conditions:

•        the representations and warranties regarding organization and qualification of the MEOA Parties, the authority of MEOA to execute and deliver the Business Combination Agreement, and each of the ancillary documents thereto to which it is or will be a party and to consummate the transactions contemplated thereby, certain representations and warranties regarding the capitalization of the MEOA Parties and brokers fees and the representation and warranty regarding no MEOA Material Adverse Effect (as defined in the Business Combination Agreement) having occurred being true and correct in all respects (except for de minimis inaccuracies) as of the Closing Date, as though made on and as of the Closing Date (or, if given as of an earlier date, as of such earlier date);

•        the other representations and warranties of the MEOA Parties being true and correct (without giving effect to any limitation of “materiality” or “MEOA Material Adverse Effect” or any similar limitation set forth in the Business Combination Agreement) in all respects as of the Closing Date, except where the failure of such representations and warranties to be true and correct, taken as a whole, does not cause a MEOA Material Adverse Effect;

•        the MEOA Parties having performed and complied in all material respects with the covenants and agreements required to be performed or complied with by them under the Business Combination Agreement at or prior to the Closing;

•        Digerati having received a certificate executed by an authorized officer of MEOA confirming that the conditions set forth in the preceding three bullet points have been satisfied; and

•        MEOA having delivered to Digerati a good standing certificate (or similar documents applicable for such jurisdictions) for MEOA and Merger Sub certified as of a date no earlier than 10 days prior to the Closing Date from the Secretary of State of the State of Delaware.

Representations and Warranties

In the Business Combination Agreement, Digerati makes certain representations and warranties (with certain exceptions set forth in the Disclosure Schedules to the Business Combination Agreement) relating to, among other things:

•        its corporate organization, qualification to do business in each jurisdiction in which its properties are owned or leased by it or where the operation of its business as currently conducted makes such qualification necessary, good standing and corporate power required to own and operate its properties and assets and to carry out the business as presently conducted;

•        its capital structure, including with respect to (i) the duly authorized and validly issued and outstanding equity securities of Digerati; (ii) the number and class or series of all equity securities of Digerati; (iii) all indebtedness of Digerati; and (iv) additional matters with respect to its options, warrant, notes and restricted shares;

•        its having the requisite corporate authority to enter into the Business Combination Agreement and to complete the Business Combination;

•        its timely filing or furnishing of all statements, forms, reports and documents required to be filed or furnished by it prior to the date of the Business Combination Agreement with the SEC pursuant to Federal Securities Laws since January 1, 2017, its compliance in all material respects with the applicable requirements of the Federal Securities Laws and other matters related to its SEC filings;

•        its (i) establishment and maintenance of a system of internal control over financial reporting and of disclosure controls and procedures, (ii) compliance in all material respects with all applicable reporting rules of the OTC Markets Group applicable with respect to its OTCQB Venture Market, (iii) maintenance of books and records of in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities and (iv) non-receipt of any written complaint, allegation, assertion or claim that, as alleged therein, would constitute (a) a “significant deficiency,” (b) a “material weakness,” or (c) fraud;

•        its fair presentation, in all material respects, of its financial position and its results of operations in its financial statements as of and for the periods ended July 31, 2021 and July 31, 2020 and April 30, 2022, and its preparation of such financial statements in conformity with GAAP, and its application of GAAP on a consistent basis and audited in accordance with the requirements of the PCAOB;

•        (i) its maintenance of financial books and records that accurately and completely reflect the revenues, expenses, assets and liabilities of Digerati in all material respects, and (ii) its proper internal controls over accounting which are designed to provide reasonable assurance that (A) transactions are executed in accordance with management’s authorizations; and (B) transactions are recorded as necessary to permit preparation of proper and accurate financial statements in conformity with GAAP and to maintain asset accountability;

•        (i) Digerati has all material necessary permits and licenses to conduct its business as currently conducted, (ii) all such permits are in full force and effect, (iii) no written notice of revocation, cancellation or termination of any material permit has been received by Digerati and (iv) there are, and have been, no proceedings pending, or to Digerati’s knowledge, threatened relating to the suspension, revocation or material and adverse modification of any material permit;

•        the transactions contemplated by the Business Combination will not require any notice to any governmental authority or the approval of any material permit for the continued conduct of the business of Digerati as currently conducted;

•        that each of its material contracts (i) is a valid and binding agreement, (ii) is in full force and effect and enforceable, (iii) there are no known material breaches of such material contracts and (iv) no event has occurred that would result in a material breach of, or default under, any material contract by Digerati or, to Digerati’s knowledge, the counterparties thereto;

•        since July 31, 2021, no material supplier or material customer has canceled, terminated or materially and adversely altered its relationship with Digerati, or to Digerati’s knowledge, threatened in writing to cancel or terminate its relationship with Digerati, and there have been no material disputes between Digerati and any material supplier or material customer since the latest balance sheet date;

•        since July 31, 2021, (a) no Company Material Adverse Effect has occurred, (b) Digerati has conducted its business in the ordinary course in all material respects and (c) has not taken any action that would require the consent of MEOA if taken during the period from the signing of the Business Combination Agreement until the Closing;

•        there is (and for the past three years there has been) no material pending litigation against Digerati;

•        that it is in compliance with all applicable laws, including, without limitation, those relating to foreign corrupt practices, lending activities and any law regulating or covering conduct in, or the nature of, the workplace, including regarding sexual harassment or, on any impermissible basis, a hostile work environment;

•        matters related to its employees as well as its compliance with applicable laws related to employment matters, proper tax withholding and employee benefit plans, including with respect to ERISA and tax matters relating thereto;

•        environmental matters, including that Digerati is in compliance with environmental laws;

•        Digerati’s ownership or appropriate licenses to use intellectual property used in its business, including with respect to the absence of rights of third parties to any of its intellectual property rights, and any infringement by a third party of Digerati’s intellectual property rights;

•        its maintenance of proper insurance policies;

•        various matters related to taxes, including that (i) Digerati has duly and timely filed all material tax returns, which are true and complete in all material respects; (ii) no statute of limitations in respect of the assessment or collection of any taxes of Digerati has been waived or extended, other than any such waiver or extension that is no longer in effect or that was an extension of time to file a tax return obtained in the ordinary course of business; (iii) Digerati has timely withheld and paid over to the applicable taxing authority all material amounts required to be withheld or paid by Digerati in connection with amounts paid or owing to any employee, individual independent contractor, other service providers, equity interest holder or other third party; (iv) there is no lien (other than certain permitted liens specified in the Business Combination Agreement) for material taxes upon any of the assets of Digerati; (v) in the past five years, no claim has ever been made by a taxing authority in a jurisdiction where Digerati does not file tax returns, asserting that Digerati is or may be subject to tax in such jurisdiction; (vi) Digerati has no permanent establishment or other place of business other than in the country in which it is organized, and Digerati is a tax resident solely in its country of incorporation; (vii) Digerati is not a party to any tax sharing, allocation, indemnification or similar contract; and (viii) Digerati has not taken any action, and is not aware of any fact or circumstances, that would reasonably be expected to prevent the Business Combination from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code;

•        except as disclosed by Digerati, no investment banker, broker, finder or other intermediary which has been retained by or is authorized to act on behalf of Digerati and its affiliates will be entitled to any fee or commissions from Digerati upon consummation of the Business Combination;

•        that it owns no real property and it has good, marketable and indefeasible title to, or a valid leasehold interest in or license or right to use, all of the material assets and properties of Digerati reflected in the financial statements;

•        that it has (i) implemented written policies relating to the processing of personal data and (ii) complied with all applicable privacy laws;

•        that (i) it is in material compliance with applicable sanctions and export control laws, anti-corruption laws and anti-money laundering laws, (ii) it is not and has not, nor has any of its representatives, been named on any sanctions and export control laws related list or otherwise engaged in unlawful dealings with or for the benefit of any persons on such list, and (iii) neither it nor, to its knowledge, any of its representatives, have made, offered, promised, paid or received any improper payments under any anti-corruption laws;

•        its products’ and services’ conformity with applicable contractual commitments and express warranties, a lack of claims or threat or basis for future claims related to the breach of any guarantee, warranty or indemnity relating to any products designed, sold, manufactured, distributed or delivered by, or services provided by Digerati, a lack of design defects or failures to warn, with respect to any products or services and a lack of claims or other Proceedings (as defined in the Business Combination Agreement) pending, threatened, submitted or asserted, alleging that the Group Companies have any liability arising out of or relating to any claimed injury or damage to individuals or property as a result of the claimed ownership, possession or use of any products or services allegedly designed, tested, sold, manufactured, distributed or delivered by the Group Companies; and

•        other customary representations and warranties.

In the Business Combination Agreement, MEOA makes certain representations and warranties relating to, among other things:

•        its proper corporate organization and similar corporate matters;

•        authorization, execution, delivery and enforceability of the Business Combination Agreement and other transaction documents;

•        except as disclosed by MEOA, no investment banker, broker, finder or other intermediary which has been retained by or is authorized to act on behalf of MEOA and its affiliates will be entitled to any fee or commissions from Digerati upon consummation of the Business Combination;

•        its capital structure, including with respect to (i) the duly authorized and validly issued and outstanding equity securities of MEOA; (ii) the number and class or series of all equity securities of MEOA; and (iii) additional matters with respect to its options;

•        there is no pending material litigation against MEOA;

•        it is in compliance with all applicable laws, including, without limitation, those relating to privacy laws, lending laws, foreign corrupt practices, and any law regulating or covering conduct in, or the nature of, the workplace, including regarding sexual harassment or, on any impermissible basis, a hostile work environment;

•        it has (i) established internal controls over financial reporting sufficient to provide reasonable assurance regarding the reliability of MEOA’s financial reporting and the preparation of MEOA’s financial statements for external purposes in accordance with GAAP and (ii) established and maintained disclosure controls and procedures designed to ensure that material information relating to MEOA is made known to MEOA’s principal executive officer and principal financial officer; and

•        other customary representations and warranties.

Material Adverse Effect

Under the Business Combination Agreement, certain representations and warranties of Digerati and MEOA are qualified in whole or in part by materiality thresholds. In addition, certain representations and warranties of Digerati and MEOA are qualified in whole or in part by a material adverse effect standard for purposes of determining whether a breach of such representations and warranties has occurred.

Pursuant to the Business Combination Agreement, a “Company Material Adverse Effect” means any change, event, effect or occurrence that, individually or in the aggregate with any other change, event, effect or occurrence, has had or would reasonably be expected to have a material adverse effect on (a) the business, results of operations, financial condition or prospects of the Group Companies, taken as a whole, or (b) the ability of Digerati to consummate the transactions contemplated by the Business Combination Agreement in accordance with its terms; provided, however, that, in the case of clause (a) a Company Material Adverse Effect shall not be deemed to include any adverse change, event, effect or occurrence arising after the date of the Business Combination Agreement from or related to (i) general business or economic conditions in or affecting the United States, or changes therein, or the global economy generally, (ii) any national or international political or social conditions in the United States or any other country, including the engagement by the United States or any other country in hostilities or the escalation thereof, whether or not pursuant to the declaration of a national emergency or war, or the occurrence in any place of any military or terrorist attack, sabotage or cyberterrorism, (iii) changes in conditions of the financial, banking, capital or securities markets generally in the United States or any other country or region in the world, (iv) any change, event, effect or occurrence, including a change in GAAP or in any Law or interpretations thereof, that is generally applicable to the industries or markets in which Digerati operates, (v) the execution or public announcement of the Business Combination Agreement or the pendency or consummation of the transactions contemplated by the Business Combination Agreement, or any actions or omissions of a Group Company taken pursuant thereto or in contemplation thereof, including the impact thereof on the relationships, contractual or otherwise, of Digerati or any of its subsidiaries with employees, customers, investors, contractors, lenders, suppliers, vendors, partners, licensors, licensees, payors or other third parties related thereto (provided that the exception in this clause (v) will not apply to the representations and warranties set forth in Section 3.7(b) of the Business Combination Agreement to the extent that its purpose is to address the consequences resulting from the public announcement or pendency or consummation of the transactions contemplated by the Business Combination Agreement or the condition set forth in Section 6.2(a) of the Business Combination Agreement to the extent it relates to such representations and warranties), (vi) any hurricane, tornado, flood, earthquake, tsunami, natural disaster, mudslides, wild fires, epidemics, pandemics (including COVID-19) or quarantines, acts of God or other natural disasters or comparable events in the United States or any other country or region in the world, and the implementation of any Pandemic Measures ( as defined in the Business Combination Agreement) or any escalation of the foregoing, (vii) actions or omissions of a Group Company taken at the request of, or with the prior written consent of, an MEOA Party, or (viii) any matter to the extent that (a) it is disclosed in reasonable detail in the Disclosure Schedules and (b) such disclosed matter does not worsen in a materially adverse manner; except to the extent that any such change, event, effect or occurrence described in or resulting from a matter described in any of the foregoing clauses (i) through (iv) or (vi) has had or would reasonably be expected to have a materially disproportionate adverse effect on the Group Companies, taken as a whole, relative to other participants operating in the industries or markets in which the Group Companies operate.

Under the Business Combination Agreement, certain representations and warranties of the MEOA Parties are qualified in whole or in part by a material adverse effect standard for purposes of determining whether a breach of such representations and warranties has occurred. Pursuant to the Business Combination Agreement, a “MEOA Material Adverse Effect” means any change, event, effect or occurrence that, individually or in the aggregate with any other change, event, effect or occurrence, has had or would reasonably be expected to have a material adverse effect on the ability of any MEOA Party to consummate the transactions contemplated by the Business Combination Agreement in accordance with its terms.

Covenants of Digerati

Digerati made certain covenants under the Business Combination Agreement, including, among others, the following:

•        Subject to certain exceptions or as consented to in writing by MEOA (such consent not to be unreasonably withheld, conditioned or delayed), prior to the Closing, Digerati will and will cause its subsidiaries to, operate the business of Digerati and its subsidiaries in the ordinary course in all material respects and use commercially reasonable efforts to maintain and preserve intact in all material respects the business organization, assets, properties and material business relations of Digerati and its subsidiaries.

•        Subject to certain exceptions, prior to the Closing, Digerati will and will cause its subsidiaries to, not do any of the following without MEOA’s consent (such consent not to be unreasonably withheld, conditioned or delayed except in the case of the first, second, sixth, thirteenth, fifteenth or sixteenth or seventeenth sub-bullets below):

•        declare, set aside, make or pay any dividends or distribution or payment in respect of, or repurchase any outstanding, any equity securities of Digerati or any subsidiary;

•        merge, consolidate, combine or amalgamate with any person or purchase or otherwise acquire any business entity or organization;

•        adopt any amendments, supplements, restatements or modifications to any Digerati governing documents;

•        subject to certain exceptions set forth in the Business Combination Agreement and in the Digerati Disclosure Schedules, dispose or subject to a lien any equity interests of Digerati or its subsidiaries or issue any options or other rights obligating Digerati or any of its subsidiaries to issue any equity interests;

•        sell, exclusively license, abandon, permit to lapse, assign or transfer any material intellectual property owned by the Group Companies;

•        incur, create or assume any indebtedness other than ordinary course trade payables;

•        make any loans, advances or capital contributions to, or guarantees for the benefit of, or any investments in, any person, subject to certain exceptions;

•        other than as disclosed in the Digerati Disclosure Schedules, adopt or materially amend any material benefit plan or increase the compensation or benefits payable to any current or former director, manager, officer, employee, individual, independent contractor or service provider earning annual compensation in excess of a certain threshold or take any action to accelerate any payment or benefit payable to any such person, pay any special bonus or special remuneration to any director, officer or employee of Digerati or its subsidiaries, terminate or furlough the employment of any director, officer, management-level or key employee of Digerati or its subsidiaries, or enter into a settlement agreement with any current or former director, officer, or employee of Digerati or its subsidiaries;

•        waive or release any noncompetition, non-solicitation, no-hire, nondisclosure or other restrictive covenant obligation of any current or former director, manager, officer, employee, individual independent contractor or other service provider;

•        make, change or revoke any material tax election;

•        enter into any settlements in excess of a certain threshold or that impose any material non-monetary obligations on Digerati or any of its subsidiaries;

•        authorize, recommend, propose or announce an intention to adopt a plan of complete or partial liquidation, dissolution, restructuring, recapitalization, reorganization or similar transaction;

•        make any material changes to the methods of accounting of Digerati or any of its subsidiaries, other changes that are made in accordance with PCAOB standards;

•        enter into any contract providing for the payment of any brokerage fee, finders’ fee or other commission in connection with the transactions contemplated by the Business Combination Agreement;

•        make any change of control payment that is not disclosed to MEOA on the Digerati Disclosure Schedules;

•        amend, modify or terminate any material affiliate contracts or material contracts providing for any “change of control” payment; or

•        terminate or fail to timely renew, or otherwise take any act or omission that would impair the continued maintenance or renewal of, any permit required for the operation of Digerati’s business as it is currently conducted.

However, the foregoing restrictions shall not restrict Digerati from issuing (A) securities from time to time in one or more tranches pursuant to that certain Equity Purchase Agreement, dated August 15, 2022, with Peak One Opportunity Fund, LP, and with any incremental tranche thereof being in an amount of not more than $250,000, and (B) convertible promissory notes in a principal amount of up to $300,000 per note, up to a maximum aggregate amount of issuances pursuant to items (A) and (B) of this paragraph of $2,000,000 (the “Cap”) (which Cap shall be increased by $250,000 per month following November 30, 2022 until such time as the earlier of the Closing or the expiration or termination of the Business Combination Agreement, and which Cap shall not, as per a Consent under Business Combination Agreement dated November 28, 2022, include amounts deposited by Digerati into the Trust Account to extend the period for MEOA to complete an initial business combination), and in each instance, with the proceeds thereof to be used solely for working capital and operational purposes.

On November 28, 2022, in connection with MEOA’s consent to the issuance of the Mast Hill Note, MEOA agreed to waive the $300,000 per note-limitation for convertible promissory notes issued as part of the Cap as described in the immediately preceding paragraph.

•        As promptly as reasonably practicable following the time at which the Registration Statement filed by MEOA is declared effective under the Securities Act, Digerati is required to (i) duly give notice of and (ii) use best efforts to duly convene and hold a meeting of its stockholder in accordance with Digerati’s governing documents, for purposes of obtaining the approval of the Business Combination Agreement, the Ancillary Documents to which Digerati is or will be a party and the transactions contemplated thereby (including the Business Combination), in each case to the extent required by Digerati’s governing documents and applicable law, by the affirmative vote of at least the requisite number of issued and outstanding shares of Digerati Common Stock entitled to vote thereon, and through its board of directors, to recommend to the Digerati stockholders, the approval of the Business Combination Agreement, and the transactions contemplated thereby (including the Business Combination).

•        Within ninety days from the Effective Time, Digerati must implement appropriate controls reasonably designed to promote compliance by the Group Companies, and their respective representatives, of sanctions and export control laws, anti-corruption laws and anti-money laundering laws.

•        Following the Effective Time, the Group Companies may not knowingly, directly or indirectly use or contribute the proceeds from any funds provided by MEOA or the Sponsor for any purpose that would breach sanctions and export control laws, anti-corruption laws or anti-money laundering laws.

•        Within ninety days from the Effective Time, Digerati must implement appropriate controls reasonably designed to promote compliance by the Group Companies, and their respective representatives, of sanctions and export control laws, anti-corruption laws and anti-money laundering laws.

•        To the extent applicable, each Company Party shall (i) use its reasonable commercial efforts to secure from any Person who (a) is a “disqualified individual” (as defined in Section 280G of the Code) and (b) has a right or potential right to any payments and/or benefits in connection with the transactions contemplated by the Business Combination Agreement that could be deemed to constitute “parachute payments” pursuant to Section 280G of the Code, a waiver of all or a portion of such Person’s rights to any such payments and/or benefits, such that all remaining payments and/or benefits applicable to such Person shall not be deemed to

be “parachute payments” pursuant to Section 280G of the Code, and (ii) for all such obtained waivers, submit for approval by the respective Company Party’s stockholders the such waived benefits, to the extent and in the manner required under Sections 280G(b)(5)(A)(ii) and 280G(b)(5)(B) of the Code.

•        Digerati shall cause Post Road, on or prior to October 15, 2022, to enter into the PRG Resolution Agreement, pursuant to which: (i) the breaches, if any, of the financial covenants and non-financial covenants contained in the Credit Agreement between and among T3 Communications, Inc. and its subsidiaries and Post Road (the “Credit Agreement”; and such defaults, the “PRG Credit Agreement Defaults”), are resolved to the reasonable satisfaction of MEOA; (ii) Post Road agrees to forbear from exercising its rights and remedies with regard to the PRG Credit Agreement Defaults until the Closing Date; and (iii) Post Road provides such consents as may be required under the Credit Agreement (and any other agreements or instruments that were entered into or issued in connection therewith) in connection with transactions contemplated by the Business Combination Agreement. As described elsewhere in this proxy statement, Digerati and its subsidiaries and Post Road entered into the PRG Resolution Agreement on February 3, 2023.

Subject to certain exceptions, prior to the Closing or termination of the Business Combination Agreement in accordance with its terms, Digerati will not, and will cause its subsidiaries and its and their respective representatives not to: (i) solicit, initiate, knowingly encourage (including by means of furnishing or disclosing information), facilitate, discuss or negotiate, directly or indirectly, any inquiry, proposal or offer that constitutes, or could reasonably be expected to lead to, a Company Acquisition Proposal; (ii) furnish or disclose any non-public information relating to the Group Companies to any Person in connection with, or that could reasonably be expected to lead to, a Company Acquisition Proposal; (iii) enter into any contract or other arrangement or understanding regarding a Company Acquisition Proposal; (iv) prepare or take any steps in connection with a public offering of any equity securities of the Group Companies (or any successor of the Group Companies), including filing, amending or supplementing any registration statement relating to a public offering of any Equity Securities of any Group Company (or any successor of any Group Company), or causing any such registration statement to become effective; or (v) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or encourage any effort or attempt by any person to do or seek to do any of the foregoing.

Pursuant to the Business Combination Agreement, a “Company Acquisition Proposal” means any inquiry, offer or proposal (other than an inquiry, offer or proposal from an MEOA Party), whether or not in writing, contemplating, relating to, or that could reasonably be expected to lead to (a) any transaction or series of related transactions under which any person(s), directly or indirectly, acquires or otherwise purchases (i) Digerati or any of its Subsidiaries or (ii) all or a material portion of the assets or businesses of Digerati or any of its Subsidiaries (in the case of each of clause (i) and (ii), whether by merger, consolidation, recapitalization, purchase or issuance of equity securities, tender offer or otherwise), or (b) any equity or similar investment in Digerati or any of its Subsidiaries (other than the issuance of the applicable class of shares of capital stock of Digerati upon the exercise or conversion of any Digerati Options or Digerati Warrants outstanding on the date of the Business Combination Agreement in accordance with the terms of the Digerati Equity Plan and the underlying grant, award or similar agreement) that results in the acquisition or transfer of beneficial ownership of equity securities, or the right to acquire beneficial ownership or to vote, equity securities representing 10% or more of the then-outstanding voting power of Digerati or any of its Subsidiaries.

Covenants of MEOA

MEOA made certain covenants under the Business Combination Agreement, including, among others, the following:

•        Subject to certain exceptions (including the ability of any MEOA Party to use funds held by MEOA outside the Trust Account to pay any MEOA expenses or liabilities, to distribute or pay over any funds held by MEOA outside the Trust Account to the Sponsor or any of its affiliates, in each case, prior to the Closing) or as consented to in writing by Digerati, prior to the Closing, MEOA will, and will cause its subsidiaries to, not do any of the following:

•        adopt any amendments, supplements, restatements or modifications to the MEOA trust agreement or the governing documents of MEOA or any of its subsidiaries;

•        declare, set aside, make or pay any dividends or distribution or payment in respect of, or repurchase any outstanding equity securities of MEOA or any subsidiary;

•        split, combine or reclassify any of its capital stock or other equity securities or issue any other security in respect of, in lieu of or in substitution for shares of its capital stock;

•        incur, create or assume any indebtedness or other liability;

•        make any loans or advances to, or capital contributions in, any other person, other than to, or in, MEOA or any of its subsidiaries;

•        issue any equity securities of MEOA or any of its subsidiaries or grant any additional options, warrants or stock appreciation rights with respect to equity securities of the foregoing of MEOA or any of its subsidiaries;

•        enter into, renew, modify or revise any MEOA related party transaction;

•        engage in any activities or business, other than activities or business (i) in connection with or incident or related to such person’s organization, incorporation or formation, as applicable, or continuing corporate (or similar) existence, (ii) contemplated by, or incident or related to, the Business Combination Agreement, any ancillary document thereto, the performance of covenants or agreements thereunder or the consummation of the transactions contemplated thereby or (iii) those that are administrative or ministerial, in each case, which are immaterial in nature;

•        make, change or revoke any material tax election;

•        change its methods of accounting in any material respect, other than changes that are made in accordance with PCAOB standards;

•        authorize, recommend, propose or announce an intention to adopt a plan of complete or partial liquidation or dissolution; or

•        enter into any contract providing for the payment of any brokerage fee, finders’ fee or other commission in connection with the transactions contemplated by the Business Combination Agreement.

•        As promptly as reasonably practicable following the effectiveness of the Registration Statement filed b MEOA, it will duly give notice of and use its best efforts to duly convene and hold a meeting of its stockholders for the purpose of obtaining the MEOA Stockholder Approval (as defined in the Business Combination Agreement), among other things.

•        Subject to certain exceptions, MEOA will use its reasonable best efforts to cause: (i) MEOA’s initial listing application with Nasdaq to have been approved; (ii) MEOA to satisfy all applicable initial and continuing listing requirements of Nasdaq; and (iii) the MEOA Common Stock issuable in accordance with the Business Combination Agreement, including the Business Combination, to be approved for listing on the Nasdaq.

•        Prior to the effectiveness of the Registration Statement of which this proxy statement forms a part, the MEOA Board will approve and adopt the Equity Incentive Plan, with any changes or modifications thereto as Digerati and MEOA may mutually agree (such agreement not to be unreasonably withheld, conditioned or delayed by either Digerati or MEOA, as applicable), and MEOA will reserve for grant thereunder an initial number of shares of MEOA Common Stock equal to 15% of the fully diluted shares of MEOA Common Stock as of immediately following the Effective Time, including the shares of MEOA Common Stock issuable upon the exercise of the Rollover Warrants (not including the Bridge Loan Warrants).

•        Prior to the effectiveness of the Registration Statement filed by MEOA, the MEOA Board will approve the assumption by MEOA of the Digerati Equity Plan, which will reflect that no further grants will be made thereunder on or after the Effective Time and such other changes as Digerati and MEOA may mutually agree (such agreement not to be unreasonably withheld, conditioned or delayed by either party), in the manner prescribed under applicable laws, effective as of one day prior to the date on which Closing occurs, reserving for grant thereunder the number of shares of MEOA Common Stock that will be subject to the Rollover Options, as will be set forth on the Allocation Schedule attached to the Business Combination Agreement.

•        At or prior to the Closing, MEOA will purchase a “tail” policy providing liability insurance coverage for Digerati directors and officers with respect to matters occurring on or prior to the Effective Time.

•        If the Closing shall not be consummated on or prior to November 30, 2022, MEOA shall take such actions as are reasonably necessary pursuant to the Trust Agreement and MEOA’s Governing Documents to extend the period of time for it to complete the Business Combination for an additional period of three months. On November 29, 2022, MEOA amended the Current Charter to extend the date by which it must complete a business combination from November 30, 2022 up to six (6) one-month extensions to May 30, 2023, or such earlier date as determined by MEOA’s board of directors.

•        Following the Closing, MEOA shall enter into employment agreements between MEOA and each of Arthur L. Smith, Craig K. Clement and Antonio Estrada Jr., to be approved by the Board of Directors of MEOA (and the compensation committee thereof), containing substantially the same terms as are contained in the existing employment agreements between each such individual and Digerati, including titles, responsibilities, compensation terms, severance and restrictive covenants.

Subject to certain exceptions, prior to the Closing or termination of the Business Combination Agreement in accordance with its terms, the MEOA Parties will not and each of them will cause its representatives not to, directly or indirectly: (i) solicit, initiate, knowingly encourage (including by means of furnishing or disclosing information), facilitate, discuss or negotiate, directly or indirectly, any inquiry, proposal or offer (written or oral) that constitutes, or could reasonably be expected to lead to, a MEOA Acquisition Proposal (as defined below); (ii) furnish or disclose any non-public information relating to MEOA or any of its Subsidiaries to any person in connection with, or that could reasonably be expected to lead to, a MEOA Acquisition Proposal; (iii) enter into any contract or other arrangement or understanding regarding a MEOA Acquisition Proposal; (iv) prepare or take any steps in connection with an offering of any securities of any MEOA Party (or any affiliate or successor of such MEOA Party); or (v) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or encourage any effort or attempt by any person to do or seek to do any of the foregoing.

Pursuant to the Business Combination Agreement, “MEOA Acquisition Proposal” means any inquiry, offer or proposal (other than an inquiry, offer or proposal from a Group Company), whether or not in writing, contemplating, relating to, or that could reasonably be expected to lead to, any transaction or series of related transactions under which MEOA or any of its Subsidiaries, directly or indirectly, (i) acquires or otherwise purchases any other person(s), (ii) engages in a business combination with any other person(s) or (iii) acquires or otherwise purchases all or a material portion of the assets or businesses of any other person(s) (in the case of each of clause (i), (ii) and (iii), whether by merger, consolidation, recapitalization, purchase or issuance of equity securities, tender offer or otherwise).

Mutual Covenants of the Parties

The parties made certain covenants under the Business Combination Agreement, including, among others, the following:

•        using reasonable best efforts to consummate the transactions contemplated by the Business Combination Agreement;

•        notify the other party in writing promptly after learning of any stockholder demands or other stockholder proceedings relating to the Business Combination Agreement, any ancillary document or any matters relating thereto and reasonably cooperate with one another in connection therewith;

•        keeping certain information confidential in accordance with the existing non-disclosure agreements;

•        making relevant public announcements; and

•        cooperating in connection with certain tax matters and filings.

In addition, MEOA and Digerati agreed that each will prepare and mutually agree upon and MEOA will file with the SEC, the Registration Statement relating to the Business Combination.

Board of Directors

In the Business Combination Agreement, MEOA and Digerati agreed that following consummation of the Business Combination, the board of directors of MEOA would consist of five members comprised of (i) four individuals designated by Digerati (such individuals to be Arthur L. Smith, Craig K. Clement, Maxwell A. Polinsky and R. Greg Smith) and (ii) one individual designated by the Sponsor (such individual to be Shawn D. Rochester). Furthermore, immediately after the Effective Time, MEOA shall form a strategic advisory committee, which shall consist of the two individuals designated by Digerati plus an additional individual to be designated by the Sponsor. Subsequent to the Business Combination Agreement, the parties determined that Ernest Cunningham and Scott Crist would be appointed to serve as an independent member of the board of directors of MEOA to help satisfy applicable Nasdaq requirements.

Survival of Representations, Warranties and Covenants

The representations, warranties, agreements and covenants in the Business Combination Agreement terminate at the Effective Time, except for agreements or covenants which by their terms contemplate performance after the Effective Time.

Termination

The Business Combination Agreement may be terminated under certain customary and limited circumstances at any time prior to the Closing, including, among others, the following:

•        by the mutual written consent of MEOA and Digerati;

•        by MEOA, subject to certain exceptions, if any of the representations or warranties made by Digerati are not true and correct or if Digerati fails to perform any of its covenants or agreements under the Business Combination Agreement (including an obligation to consummate the Closing) such that certain conditions to the obligations of MEOA, as described in the section entitled “— Conditions to Closing of the Business Combination” above could not be satisfied and the breach (or breaches) of such representations or warranties or failure (or failures) to perform such covenants or agreements is (or are) not cured or cannot be cured within the earlier of (i) 30 days after written notice thereof, and (ii) April 28, 2023 (as such date may be extended by agreement of the parties, the “Termination Date”);

•        by Digerati, subject to certain exceptions, if any of the representations or warranties made by the MEOA Parties are not true and correct or if any MEOA Party fails to perform any of its covenants or agreements under the Business Combination Agreement (including an obligation to consummate the Closing) such that the conditions to the obligations of Digerati, as described in the section entitled “— Conditions to Closing of the Business Combination” above could not be satisfied and the breach (or breaches) of such representations or warranties or failure (or failures) to perform such covenants or agreements is (or are) not cured or cannot be cured within the earlier of (i) 30 days after written notice thereof, and (ii) the Termination Date;

•        by either MEOA or Digerati, if the transactions contemplated by the Business Combination Agreement are not consummated 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 MEOA or Digerati, if any governmental entity will have issued an order or taken any other action permanently enjoining, restraining or otherwise prohibiting the transactions contemplated by the Business Combination Agreement and such order or other action will have become final and non-appealable;

•        by MEOA or Digerati, if the MEOA stockholder meeting has been held (including any adjournment thereof), has concluded, MEOA’s stockholders have duly voted and the required MEOA Stockholder Approval was not obtained;

•        by MEOA, if Digerati does not deliver, or cause to be delivered to MEOA, Digerati Stockholder Approval or the Transaction Support Agreement when required under the Business Combination Agreement;

•        by MEOA, if Digerati does not deliver, or cause to be delivered, to MEOA a duly executed copy of the PRG Resolution Agreement on or prior to October 15, 2022. As described elsewhere in this proxy statement, Digerati and its subsidiaries and Post Road entered into the PRG Resolution Agreement on February 3, 2023;

•        by Digerati, should MEOA not have timely taken such actions as are reasonably necessary pursuant to the Trust Agreement and the Governing Documents of MEOA to extend the period of time for it to complete the Business Combination for an additional period of three months from November 30, 2022;

•        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 the Business Combination for an additional period of three months from November 30, 2022; or

•        by MEOA, should (i) Nasdaq not approve the initial listing application for the combined company with Nasdaq in connection with the transactions contemplated by the Business Combination Agreement; (ii) the combined company not have satisfied all applicable initial listing requirements of Nasdaq; or (iii) the common stock of the combined company not have been approved for listing on Nasdaq prior to the Closing Date.

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 (i) if MEOA terminates the Business Combination Agreement pursuant to the second, sixth, seventh, eighth or ninth bullets directly above, 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, (ii) if Digerati terminates the Business Combination Agreement pursuant to the third or tenth bullets directly above, 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 (iii) in the event of a termination by MEOA pursuant to the tenth or eleventh bullets directly above, 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.

Expenses

The fees and expenses incurred in connection with the Business Combination Agreement and the ancillary documents thereto, and the transactions contemplated thereby, including the fees and disbursements of counsel, financial advisors and accountants, will be paid by the party incurring such fees or expenses; provided that, (i) if the Business Combination Agreement is terminated in accordance with its terms, Digerati will pay, or cause to be paid, all unpaid Digerati expenses and MEOA will pay, or cause to be paid, all unpaid MEOA expenses, provided that Digerati and MEOA will each pay 50% of any fees or expenses related to filings with any governmental entity, including HSR filings and (ii) if the Closing occurs, then MEOA will pay, or cause to be paid, all unpaid Digerati expenses and all unpaid MEOA expenses.

Governing Law

The Business Combination Agreement is governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the law of any jurisdiction other than the State of Delaware.

Amendments

The Business Combination Agreement may be amended or modified only by a written agreement executed and delivered by (i) MEOA and Digerati prior to the Closing and (ii) New Digerati and the Sponsor after the Closing.

Ownership of MEOA after the Business Combination

As of the Record Date, there were 4,279,522 shares of MEOA Common Stock issued and outstanding, which includes an aggregate of 1,117,022 shares of Class A Common Stock and 3,162,500 shares of Class B Common Stock.

The following table illustrates varying ownership levels in New Digerati Common Stock immediately following the consummation of the Business Combination based on the varying levels of redemptions by the Public Stockholders, the assumptions set forth in the section titled “Share Calculations and Ownership Percentages” and the following additional assumptions: (i) in the case of no redemptions, 2,403,500 shares of Class B Common Stock will convert into a like number of shares of New Digerati Common Stock, with the remaining outstanding shares of Class B Common Stock being forfeited in accordance with the terms of the Sponsor Letter Agreement; (ii) in the case of maximum redemptions, 1,391,500 shares of Class B Common Stock will be forfeited in accordance with the terms of the Sponsor Letter Agreement, with the remaining 1,771,000 shares of Class B Common Stock converting into a like number of shares of New Digerati Common Stock; and (iii) in the case of maximum redemptions, all holders of Public Shares exercise their redemption rights in connection therewith.

____________

(1)      The calculation of the number of Digerati stockholders in the table above includes the issuance of 240,000 shares of New Digerati Common Stock to Maxim in connection with its advisory services to Digerati in connection with the Business Combination.

Related Agreements

This section describes certain additional agreements entered into or to be entered into pursuant to the Business Combination Agreement, but does not purport to describe all of the terms thereof. The following summary is qualified in its entirety by reference to the complete text of each of the agreements. MEOA’s shareholders are urged to read such agreements in their entirety prior to voting on the proposals presented at the Special Meeting.

Sponsor Letter Agreement

Concurrently with the execution of the Business Combination Agreement, the Sponsor and Digerati entered into the Sponsor Letter Agreement (the “Sponsor Letter Agreement”), pursuant to which the Sponsor agreed to, among other things, (i) vote in favor of the Business Combination Agreement and the transactions contemplated thereby (including the Business Combination), (ii) waive any adjustment to the conversion ratio set forth in the governing documents of MEOA or any other anti-dilution or similar protection with respect to the shares of MEOA Class B Common Stock, such that the shares of MEOA Class B Common Stock will convert into shares of MEOA Class A Common Stock at the Closing on a one-to-one basis, (iii) subject up to 1,391,500 shares of MEOA Class B Common Stock currently held by the Sponsor to potential forfeiture, (iv) forfeit Private Placement Warrants owned by the Sponsor that are exercisable for up to 3,776,500 shares of MEOA Class A Common Stock, and (v) execute a customary lock-up agreement with respect to any MEOA Class A Common Stock received by the Sponsor in connection with the consummation of the Business Combination and those shares of MEOA Class A Common Stock issuable upon exercise of the Sponsor’s Private Placement Warrants.

The number of shares of Class B Common Stock that may be forfeited upon the Closing of the Business Combination pursuant to the Sponsor Letter Agreement will depend upon the amount of “Net Closing Cash” as determined immediately prior to the Closing of the Business Combination, calculated as follows: cash held in the Trust Account, gross of redemptions, plus (x) the amount of any third party investments that are made into MEOA at or about the time of the Closing of the Business Combination, (y) any cash that is in the operating account of MEOA, and

(z) fifty percent (50%) of the net proceeds received as a result of the issuance by Digerati of its securities in connection with the Closing of the Business Combination, if any, and minus (1) the aggregate amount of all redemptions from the Trust Account, (2) repayment to the Sponsor of any loans that have been made by the Sponsor (or its affiliates) to MEOA, (3) the payment of expenses that are payable by MEOA, and (4) fifty percent (50%) of the cash portion of the fee payable for the fairness opinion delivered to the Board of Directors of MEOA in connection with the Business Combination. For the avoidance of doubt: (A) amounts paid in stock will not be included in Net Closing Cash; (B) cash on the balance sheet of Digerati will not be included in Net Closing Cash; (C) Net Closing Cash will not include cash transaction expenses of Digerati; and (D) the loan(s) from the Sponsor include Extension Loans and Working Capital Loans. Given the variables contained in the calculation of Net Closing Cash and the uncertainties relating thereto, including, without limitation, the number of remaining Public Shares that will be redeemed at Closing and the amount of transaction expenses, there can be no assurance as to the number of Founder Shares the Sponsor will hold immediately following the Closing of the Business Combination.

Digerati Stockholder Transaction Support Agreements

Concurrently with the execution of the Business Combination Agreement with respect to Arthur L. Smith, Craig K. Clement and Antonio Estrada, on or prior to October 15, 2022 with respect to Post Road, and on or prior to the Closing with respect to the holders of the Series B Preferred Stock of Digerati, such Digerati stockholders entered into transaction support agreements (the “Transaction Support Agreements”), pursuant to which, among other things, each such Digerati stockholder agreed to, (a) support and vote in favor of the Business Combination Agreement, the ancillary documents to which Digerati is or will be a party and the transactions contemplated thereby (including the Business Combination), and (b) take, or cause to be taken, any actions necessary or advisable to cause certain agreements to be terminated effective as of the Closing.

MEOA/Digerati Letter Agreement

On November 9, 2022, MEOA and Digerati entered into a letter agreement, pursuant to which, among other things:

1.      Digerati agreed to pay directly (or reimburse MEOA for the payment of) any and all fees and expenses incurred by MEOA related to the Extension Meeting, the proxy statement that was filed by MEOA with the SEC in connection therewith, and the amendment of the Current Charter that was being voted upon by the stockholders of MOA thereat to extend the period of time for MEOA to complete its initial business combination from November 30, 2022 to May 30, 2023 (the “Extension Amendment”; and such amount, the “Charter Expenses”).

2.      Digerati agreed to deposit $500,000 (the “Escrowed Extension Funds”), which amount represents the aggregate amount necessary to extend the period of time for MEOA to complete a business combination until May 30, 2023 if the Extension Amendment is approved by the stockholders of MEOA at the Extension Meeting, into an escrow account (the “Escrow Account”) to be established with and maintained by Pryor Cashman LLP, as escrow agent (the “Escrow Agent”).

3.      Subject to the approval of the Extension Amendment at the Extension Meeting, Digerati agreed to deposit into the Escrow Account an amount equal to 50% of the difference between (A) $1,265,000, and (B) the sum of (i) the $500,000 Escrowed Extension Funds, and (ii) the Charter Expenses (the “Shared Funds”).

4.      If any funds shall remain available in the Escrow Account following provision of the same as set forth in Sections 2 and 3 above, and the disposition of such funds shall not have been addressed pursuant to Sections 2 and 3 above, then upon the earlier of the Closing Date and the date on which the Business Combination Agreement shall be terminated by its terms, such funds shall, promptly following such date, be sent to (A) in the event that the Closing shall have occurred, MEOA (in its capacity as the parent of Digerati following the Closing), and (B) in the event that the Closing shall have not occurred, 50% to a bank account specified in writing by MEOA, and 50% to a bank account specified in writing by Digerati.

Background to the Business Combination

MEOA is a blank check company formed under the laws of the State of Delaware on February 18, 2021 for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination with one or more businesses that are, amongst other things, also minority owned, led or founded, and or whose products or services have a positive impact on disenfranchised communities. The Business Combination with Digerati is a result of a thorough search for a potential transaction using the broad network, investing and operating experience of MEOA’s management team, the MEOA Board and MEOA’s advisors. The terms of the Business Combination Agreement and the related ancillary documents are the result of arm’s-length negotiations between MEOA and Digerati and their respective representatives and advisors.

The following summarizes the background of these negotiations, the Business Combination Agreement and related documents and transactions, but it does not purport to catalogue every conversation and correspondence by and among representatives of MEOA, Digerati and their respective advisors.

On August 30, 2021, MEOA consummated the Initial Public Offering of 12,650,000 Units, with each Unit consisting of one share of Class A Common Stock and one warrant to purchase one share of Class A Common Stock, at $10.00 per Unit, generating gross proceeds of $126.5 million, and incurring offering costs of $8,998,713 (inclusive of $4,554,000 in deferred underwriting commissions to the underwriters). Prior to the consummation of our Initial Public Offering, the Sponsor purchased 2,875,000 Founder Shares for an aggregate purchase price of $25,000, or approximately $0.009 per share. Thereafter, on August 26, 2021, MEOA effected a stock dividend of 287,500 shares of Class B Common Stock, resulting in the Sponsor holding an aggregate of 3,162,500 Founder Shares. Simultaneously with the closing of the Initial Public Offering, MEOA consummated a private sale of the Private Placement Warrants at a price of $1.00 per Private Placement Warrant to the Sponsor and to Maxim Group LLC, each of which entitles the holder to purchase one share of MEOA Class A Common Stock at an exercise price of $11.50 per share, generating gross proceeds of $6,027,500.

Prior to the consummation of the Initial Public Offering, neither MEOA, nor anyone on its behalf, contacted any prospective target business, including, without limitation, Digerati, or had any substantive discussions, formal or otherwise, with respect to a transaction with MEOA.

To assist in the process of searching for and selecting a business combination target, in October 2021, MEOA engaged PGP Capital Advisors, LLC (“PGP”), and as part of such engagement, PGP retained Vaughan Capital Advisors (“VCA”) as co-advisor.

From the date of the Initial Public Offering through execution of the Business Combination Agreement on August 30, 2022, MEOA’s management team and its representatives and advisors considered a number of potential target companies with the objective of consummating a business combination. Representatives of MEOA contacted and were contacted by a number of individuals and entities who offered to present ideas for business combination opportunities, in a variety of industries and geographical locations. MEOA’s management team and representatives created an extensive list of acquisition criteria and compiled a list of high priority potential targets, which list was supplemented from time to time, and held regular meetings to discuss such opportunities. MEOA considered businesses that it believed were consistent with its mission, had attractive long-term growth potential, were well positioned within their industry and would benefit from the enhanced access to the public capital markets that would be provided through a business combination with MEOA, and could benefit from the intellectual capital, operational experience and network of MEOA’s management team. The meetings to review the business combination opportunities served to keep management and MEOA’s advisors informed as to the progress of individual, identified opportunities.

Once MEOA and its representatives contacted, or were contacted by, a potential business combination partner (a “Target”), MEOA and its representatives used the following process, as applicable, to further evaluate the Target and determine whether or not MEOA would pursue a transaction with the Target:

1)      understanding the current level of minority representation within the Target’s capitalization structure, its board of directors, its employee base including its management team, and its supply chain to the extent practicable;

2)      gathering information from the Target with respect to its financial and operating metrics, and relevant publicly available information;

3)      requesting from the Target various sales and investor presentations;

4)      researching public and private market comparables for the Target;

5)      researching precedent transactions relevant to the Target;

6)      developing a perspective on a range of valuations for the Target and growth drivers in the Target’s industry;

7)      conducting one or more calls with Target management and/or Target representatives to better understand the key value drivers specific to the Target’s business;

8)      sharing with the Target MEOA’s initial perspective on the Target’s valuation and potential deal structure in a business combination with MEOA either orally or in the form of an indication of interest;

9)      if the parties agreed that a business combination within the deal structure and valuation range as articulated by MEOA was possible, executing a non-disclosure agreement;

10)    submitting an information request list to the Target;

11)    reviewing the information submitted by the Target in response to the information request list;

12)    revising MEOA’s initial proposal and submitting the revised proposal in the form of a non-binding term sheet or letter of intent;

13)    negotiating the non-binding term sheet or letter of intent with the Target; and

14)    once terms were agreed, executing the non-binding term sheet or letter of intent with the Target.

Ultimately, MEOA completed each of the abovementioned steps with Digerati and its representatives.

In the process that led to identifying Digerati as an attractive business combination opportunity, MEOA’s management team and representatives evaluated more than 90 potential business combination targets, in each case directly contacting, or contacting representatives of, such potential business combination targets to discuss the potential for a business combination transaction, and entered into mutual non-disclosure agreements with eight such potential business combination targets. MEOA’s management team and representatives worked to identify potential business combination targets that: (a) would benefit from a public currency; (b) possessed both established business models and sustainable competitive advantages; (c) had a management team and/or a strong sponsor that desires a significant equity stake in the post-business combination company; (d) could be acquired at an attractive valuation for public market investors; (e) would be resilient to economic cycles; (f) would be able to serve a large and growing addressable market; (g) had sufficient scale relative to the amount of funds in MEOA’s Trust Account; (h) would benefit from MEOA’s differentiated industry network; and (i) had or were open to having racial or ethnic minority representation in key management roles, investor base and/or client base.

In August 2020, Digerati engaged Maxim to provide Digerati with financial advisory and investment banking services, including assistance with preparing for a potential business combination with a special purpose acquisition company or another transaction, including a possible initial public offering. In such capacity, representatives of Maxim assisted Digerati with, among other things, discussing and evaluating possible transaction structures and strategic alternatives for Digerati, performing due diligence, and assisting Digerati with the preparation and review of corporate presentation and marketing materials.

On April 29, 2022, a representative of Maxim, on behalf of Digerati, contacted MEOA about the merits of a potential business combination with Digerati. When the MEOA opportunity was presented to Digerati’s board of directors, both MEOA and Digerati were aware, and considered, that Maxim and its affiliates had acted as a financial advisor to MEOA and was currently acting as a financial advisor to Digerati, which roles could give rise to potential conflicts of interest in the proposed business combination. Both MEOA and Digerati acknowledged that Maxim had served as sole managing underwriter in MEOA’s IPO and was now acting as Digerati’s financial advisor in connection with the proposed business combination, with Maxim to receive a success fee if the proposed business combination was consummated in addition to the receipt of deferred underwriting fees that it would receive only upon consummation of the proposed business combination from MEOA for its role as the sole managing underwriter in the IPO. Both MEOA and Digerati had in fact confirmed in writing their understanding of, and consented to, Maxim Group’s participation in the proposed business combination transaction despite any potential conflict of interest.

On the same day that Maxim contacted MEOA on behalf of Digerati, MEOA and Digerati also entered into a mutual non-disclosure agreement. During the five weeks between the signing of a mutual non-disclosure agreement and the provision by MEOA to Digerati of an initial draft of a non-binding term sheet, MEOA management and its advisors had numerous communications and email exchanges with Digerati management and its advisors concerning considerations relating to a potential business combination. Such considerations included, among other things, valuation, process considerations applicable to transactions with special purpose acquisition companies (for example, with respect to required approvals, valuation metrics, the typical due diligence process and investor outreach), potential transaction structures, public company readiness and related considerations, financing options and deal certainty in light of the Public Stockholders having redemption rights in respect of their Public Shares with respect to a business combination transaction. The parties, timing and general substance of the material communications shared during this period, and following the execution and delivery of a non-binding term sheet, are outlined below.

On April 30, 2022, Maxim Partners provided to MEOA and its advisors access to Digerati’s existing virtual due diligence data room, which contained significant legal and financial due diligence materials regarding Digerati and its subsidiaries. Also on April 30, 2022, PGP provided MEOA research and market comparables to Digerati, which provided a valuation range of 1.6x – 6.2x, 1.5x – 4.9x, and 1.3x – 3.9x 2021 historical revenues, 2022 estimated revenues, and 2023 estimated revenues respectively. Over the next several weeks, valuation ranges for Digerati were discussed and refined between PGP and MEOA. On May 2, 2022, PGP provided an initial due diligence request regarding Digerati to Maxim Partners. MEOA and its advisors held a teleconference with Digerati’s management team and its advisors on May 10, 2022, during which the financial statements and forecasts of Digerati, the structure of the proposed transaction and Digerati’s responses to MEOA’s initial diligence request, were discussed. Digerati shared its consolidated profits & loss model on May 17, 2022 and its pro-forma balance sheet on May 25, 2022. On May 28, 2022, Digerati and its advisors provided answers to various follow-up questions that MEOA’s advisors had raised during the initial financial diligence process relating to, among other items, depreciation, capital expenditures, debt and interest expenses, and estimated taxes. On May 31, 2022, PGP provided to MEOA a draft SPAC valuation model with Digerati as the target company, which valuation model imputed a valuation of Digerati of approximately $100 million.

During MEOA’s initial evaluation of Digerati, it noted that Digerati: (1) was minority led, with its CEO, Art Smith, its CFO, Antonio Estrada Jr, and its SVP of Sales, Philippe Lahrssen, being minorities (specifically of Hispanic ethnicity); (2) was minority controlled, with its CEO and CFO holding an aggregate of 67% of its super voting shares of Series F Preferred Stock; and (3) had a highly diverse workforce that was approximately 50% minority. MEOA also expected that, after the close of the Business Combination, Digerati would continue to be minority led, with a highly diverse workforce (approximately 50% minority representation) and a board of directors with significant minority representation. These factors led MEOA to conclude that Digerati met MEOA’s mission of seeking to effect a business combination with a target that is minority owned, led or founded or whose products have an impact on disenfranchised communities, and were viewed favorably by the MEOA Board in approving the Business Combination.

MEOA and its financial advisors began preparing the initial draft of a non-binding term sheet on June 2, 2022. Following further discussion of the term sheet among MEOA and its advisors, including input from MEOA’s legal counsel, Pryor Cashman LLP (“Pryor Cashman”), PGP submitted the non-binding term sheet to Maxim Partners, on behalf of Digerati, on June 15, 2022. The initial term sheet provided for an enterprise value of Digerati of $100,000,000, which was approximately 3.13x Digerati’s trailing twelve month consolidated proforma revenue, 25.4x Digerati’s trailing twelve month adjusted EBITDA, and an equity value of Digerati of $65,006,000.

Between the presentation of the initial draft of the non-binding term sheet on June 15, 2022 and July 15, 2022 (the date on which the parties executed and delivered the non-binding term sheet), the parties exchanged four revised drafts of the term sheet, which drafts were exchanged on June 22, 2022, June 29, 2022, July 12, 2022 and July 13, 2022. In those drafts, the parties continued to negotiate numerous terms, including the valuation of Digerati, closing conditions (including the necessity of raising a specified amount of capital via a PIPE transaction concurrently with the closing), post-closing board composition and governance matters, termination rights, exclusivity obligations, estimates and payment of transaction expenses and extension fees, and the forfeiture by the Sponsor of a specified number of Founder Shares if redemptions by the Public Stockholders exceed certain specified levels. The parties and their advisors held frequent discussions regarding the open items in the term sheet and related issues during this period, including, without limitation, teleconferences among the advisors of MEOA and Digerati on June 20, 2022, June 23, 2022 and July 1, 2022.

On June 15, 2022, Mr. Rochester sent to the members of the MEOA Board materials relating to Digerati’s business and its financial prospects. On that date, Mr. Rochester also reviewed with the MEOA Board MEOA’s activity since August 2021 in identifying an appropriate business combination, as well as the negotiations with Digerati, and the due diligence conducted with respect to Digerati, to date, along with the key provisions in the initial draft term sheet that would be presented to Digerati on that date. Mr. Rochester noted, in particular, the valuation ascribed to Digerati in the initial draft term sheet, and the analysis used to arrive at that valuation. Mr. Rochester also noted that if the Board approved the execution of the final term sheet, once it had been negotiated, MEOA and its representatives and advisors would conduct further extensive due diligence on Digerati, including business, addressable market, financial, accounting, regulatory and general legal due diligence, including the engagement of third party advisors that would supplement the due diligence conducted to date.

On July 12, 2022, Mr. Rochester sent to and discussed with each member of the MEOA Board an update detailing the changes in key terms and conditions between the initial draft term sheet from June 15, 2022 and the draft term sheet as of July 12, 2022. Mr. Rochester also discussed the written consent prepared by Pryor Cashman whereby the MEOA Board would authorize management to execute the term sheet once finalized.

On July 15, 2022, following the review of the final non-binding term sheet by each MEOA board member and the receipt of consent from all of the members of the MEOA Board, MEOA and Digerati executed and delivered the non-binding term sheet for the proposed business combination between the parties. The executed term sheet contemplated an all-stock merger, an enterprise value of $106,190,084 and an equity value of $68,946,084. The executed non-binding term sheet provided that the transaction share consideration would be paid by issuance of shares of MEOA Common Stock and would not be subject to any purchase price adjustments. The letter of intent also contemplated, among other terms, that (a) the board of directors of the post-combination company would be comprised of five (5) members, with the Sponsor to have the right to appoint one (1) director; (b) the Sponsor would waive any applicable anti-dilution rights triggered in connection with any equity financing; (c) Founder Shares held by Sponsor, and transaction shares issued to certain key stockholders and members of the management team of Digerati would be subject to a 180 day lock-up period; (d) any existing Digerati equity incentive plans would be rolled over and assumed by the combined company and that a new MEOA equity incentive plan would be implemented; (e) the Business Combination Agreement would provide for the payment of Digerati’s and MEOA’s transaction expenses by the post-closing combined company in the event the transaction is completed; (f) the parties’ respective representations, warranties and pre-closing covenants would not survive the Closing and the Business Combination Agreement would not contain indemnification provisions; (g) the Sponsor would forfeit a certain number of its Founder Shares in the event that redemptions by the MEOA Public Stockholders exceeded certain specified levels; and (h) there would be certain conditions to each party’s obligations to close the mergers. The letter of intent also included a mutual exclusivity provision ending on August 25, 2022.

Over the course of the term sheet exclusivity period and leading up to the execution and delivery of the Business Combination Agreement, representatives of MEOA and Digerati had multiple conversations on a broad list of topics related to the terms of the Business Combination, including, among other things, valuation, governance matters with respect to the combined company, exclusivity, interim covenants, closing conditions and termination events, as well as other diligence matters in connection with the proposed transaction.

On July 26, 2022, the management teams of each of MEOA and Digerati, together with their representatives and advisors, including representatives of Pryor Cashman and Lucosky, held a kick-off conference call to discuss the process to finalize due diligence for the Business Combination, and to prepare, negotiate and execute the Business Combination Agreement and related agreements.

Also on July 26, 2022, Pryor Cashman sent to Lucosky a legal due diligence request list requesting certain due diligence materials and documentation relating to Digerati. Later that day, Maxim granted to Pryor Cashman, counsel to MEOA, access to an electronic data room for purposes of reviewing legal and financial due diligence information regarding Digerati. Digerati granted to Pryor Cashman access to a second electronic data room containing legal and financial due diligence information concerning Digerati on August 6, 2022. At or around this time, MEOA engaged BDO USA LLP (“BDO”) for the purpose of providing comprehensive financial and tax due diligence reports concerning Digerati, which were to include quality of financial information, quality of earnings, operating results, analysis of balance sheets, US federal and state taxes, indirect taxes, telecommunications taxes and other key financial and tax considerations. From July 26, 2022 through the date on which the Business Combination Agreement was signed, various representatives of each of MEOA, Pryor Cashman, PGP, VCA and BDO conducted due diligence of Digerati

through document review, written requests and responses among the parties, and numerous telephonic conferences with representatives of Digerati, covering various areas, including, but not limited to, commercial operations and agreements, tax, intellectual property, legal compliance, general corporate law matters, information technology and data security, litigation and employment matters.

During the following five weeks, representatives of Pryor Cashman, on behalf of MEOA, and representatives of Lucosky, and Digerati management, as applicable, on behalf of Digerati, had additional conversations and e-mail exchanges regarding follow-up questions and requests regarding matters arising over the course of Pryor Cashman’s review of Digerati’s written responses to their due diligence requests and of the other due diligence materials provided in the data rooms or via e-mail.

On August 3, 2022, Pryor Cashman delivered to Lucosky initial drafts of the proposed post-closing certificate of incorporation and bylaws of the combined company, and on the same date, Lucosky delivered to Pryor Cashman an initial draft of the proposed post-closing equity incentive plan to be adopted by the combined company.

On August 10, 2022, PGP, on behalf of MEOA, delivered the initial draft of the Business Combination Agreement to Digerati and its representatives and advisors. Between August 10, 2022 and August 30, 2022, MEOA and Digerati, and their respective counsel and advisors, continued to exchange drafts of, and negotiate, the Business Combination Agreement, reflecting the parties’ negotiations on, among other things, valuation, conditions to closing, interim covenants, termination rights and other matters, as further detailed below.

Throughout the course of the Business Combination Agreement discussions, members of the MEOA management team and its representatives and advisors were in frequent contact with key Digerati team members, including, without limitation, teleconference meetings held on August 1, 2022, August 8, 2022, August 15, 2022, August 22, 2022 and August 29, 2022 to discuss the status of the due diligence process and ongoing negotiations.

On August 16, 2022, Lucosky sent to Pryor Cashman a due diligence request list for legal due diligence materials relating to MEOA, and on August 18, 2022, Pryor Cashman delivered to Lucosky an electronic folder containing the requested due diligence materials.

On August 17, 2022, Lucosky delivered a revised draft of the Business Combination Agreement to Pryor Cashman.

On August 21, 2022, PGP, on behalf of MEOA, delivered a revised draft of the Business Combination Agreement to Digerati and its representatives and advisors.

On August 25, 2022, Pryor Cashman, following discussion with MEOA and its representatives and advisors, delivered a further revised draft of the Business Combination Agreement to Digerati and its representatives and advisors.

On the morning of August 27, 2022, Pryor Cashman delivered to Digerati and its representatives and advisors an initial draft of the Transaction Support Agreement. The initial draft of the Transaction Support Agreement contemplated that, among other things and subject to certain conditions, certain specified key stockholders, executive officers and directors of Digerati party to the Transaction Support Agreement would agree to vote in favor of the adoption of the Business Combination Agreement and the transactions contemplated thereby by delivery of a written consent or by voting at a meeting called for such purpose, as applicable.

On the evening of August 27, 2022, Lucosky delivered to Pryor Cashman a revised draft of the Business Combination Agreement.

On the morning of August 28, 2022, Pryor Cashman delivered an initial draft of the Sponsor Letter Agreement to Lucosky. The initial draft of the Sponsor Letter Agreement contemplated, among other things and subject to certain conditions, that the Sponsor would agree to (i) waive certain anti-dilution rights set forth in MEOA’s certificate of incorporation, (ii) not transfer any MEOA common stock prior to the Effective Time, (iii) vote in favor of the adoption of the Business Combination Agreement and the transactions contemplated thereby at a meeting of MEOA’s stockholders, (iv) subject certain of the Class B Common Shares held by the Sponsor to potential forfeiture, and (v) forfeit certain Private Placement Warrants held by the Sponsor.

On the afternoon of August 28, 2022, Pryor Cashman delivered a revised draft of the Business Combination Agreement to Lucosky. Later that afternoon, representatives of Pryor Cashman and Lucosky held a conference call to discuss certain open points in the Business Combination Agreement.

The MEOA Board met via teleconference on the evening of Sunday, August 28, 2022 to consider and discuss the proposed business combination with Digerati, which was attended by representatives of each of MEOA’s management team and Pryor Cashman. Representatives of Pryor Cashman discussed with the Board their fiduciary duties under applicable law, summarized the legal due diligence process conducted to date and reviewed the provisions of the proposed Business Combination Agreement and other agreements and documents to be approved by the Board in connection with the proposed Business Combination, copies of which had been previously provided to the Board. Mr. Rochester provided an overview of the activities that MEOA had engaged in since the closing of its Initial Public Offering in connection with identifying a business combination transaction, including the negotiations with Digerati following the signing of the letter of intent on July 15, 2022. Mr. Rochester noted for the Board that there have been no material changes from a financial analysis and valuation standpoint since the signing of the letter of intent. Mr. Rochester and representatives of Pryor Cashman then reviewed the diligence activities undertaken by MEOA and its advisors and the results thereof. These activities included BDO’s financial and tax due diligence and Pryor Cashman’s legal due diligence process. Mr. Rochester then discussed the principal considerations and key strategic rationales with respect to the proposed business combination with Digerati as well as other transaction considerations. At that point, representatives of Newbridge Securities Corporation (“Newbridge”) joined the meeting and presented a summary of selected terms of the draft Business Combination Agreement and reviewed with the MEOA Board Newbridge’s financial analysis of the consideration to be paid pursuant to the Business Combination Agreement. After discussion, representatives of Newbridge rendered to the MEOA Board an oral opinion, which was confirmed by delivery of a written opinion to the MEOA Board, to the effect that, as of such date and based on and subject to various assumptions made, procedures followed, matters considered, limitations on the review undertaken and qualifications, the consideration to be paid by MEOA to Digerati securityholders pursuant to the Business Combination Agreement is fair, from a financial point of view, to MEOA’s stockholders. Following this presentation, the Board reviewed and discussed the Business Combination and the terms and conditions of the Business Combination Agreement, with the assistance of Pryor Cashman.

On the evening of August 28, 2022, Lucosky delivered to Pryor Cashman an initial draft of the disclosure schedules to the Business Combination Agreement. Between that time and the execution and delivery of the Business Combination Agreement, representatives of Pryor Cashman and Lucosky discussed via teleconference and e-mail exchanges various items regarding the disclosure schedules, and several updated drafts of the disclosure schedules and related materials were delivered to Pryor Cashman.

Later on the evening of August 28, 2022, Lucosky delivered revised drafts of the Business Combination Agreement, the Transaction Support Agreement and the Sponsor Letter Agreement to Pryor Cashman reflecting, among other things, the matters discussed between Lucosky and Pryor Cashman and other proposed changes.

On August 28, 2022, the CEO of Digerati, Mr. Arthur L. Smith, provided the Digerati Board with a final draft of the Business Combination Agreement. A meeting was held the evening of August 28, 2022 to discuss the Business Combination Agreement and answer questions from the directors related to the transaction. All directors, that included Mr. Smith, Mr. Clement and Mr. Max Polinsky, were in attendance via teleconference. The participation of all directors constituted a quorum and the CFO of Digerati, Mr. Antonio Estrada, also participated in the meeting. One of the items on the agenda was the Business Combination Agreement. Mr. Smith provided an update on the transaction including recent changes to the economics and other terms in the agreement. After some discussion and a response to several questions from Mr. Polinsky, Mr. Smith made a motion to approve the Business Combination Agreement. Mr. Polinsky seconded the motion and all directors proceeded to unanimously vote in favor of the motion, thus approving the transaction.

On the morning of August 29, 2022, Pryor Cashman delivered to Lucosky revised drafts of the Transaction Support Agreement and the Sponsor Letter Agreement. That afternoon, Pryor Cashman delivered to Lucosky a revised draft of the Business Combination Agreement.

On the evening of August 29, 2022, the MEOA Board met via teleconference to receive an update from management concerning the transaction. During the meeting, Mr. Rochester and representatives of Pryor Cashman updated the MEOA Board on the current status of negotiations regarding the Business Combination Agreement. Following such update, and upon completion of discussions regarding the Business Combination Agreement and the transactions contemplated thereby, the MEOA Board unanimously authorized and approved the Business Combination

Agreement, the related agreements, and the transactions contemplated thereby, substantially in the form provided to the MEOA Board, subject to any final changes as may be approved by management, and recommended the approval and adoption of the Business Combination Agreement by MEOA’s stockholders.

On the morning of August 30, 2022, Lucosky sent to Pryor Cashman a revised draft of the Business Combination Agreement, the Sponsor Letter Agreement and the form of Transaction Support Agreement. Later that morning, MEOA management and its representatives, Digerati management, and representatives of Pryor Cashman and Lucosky held a teleconference to discuss the revised drafts of the transaction documents and any open points that remained, including items relating to closing conditions and termination rights.

During the afternoon of August 30, 2022, Pryor Cashman sent to Lucosky a revised draft of the Business Combination Agreement and the Sponsor Letter Agreement. Later that afternoon, representatives of each of MEOA and Digerati, as well as representatives of Pryor Cashman and Digerati, held a teleconference to finalize the Business Combination Agreement and the Sponsor Letter Agreement.

On August 30, 2022, following the closing of the U.S. stock markets, MEOA and Digerati executed the Business Combination Agreement. At the same time, the Sponsor executed the Sponsor Letter Agreement, and each of Messrs. Smith, Clement and Estrada executed the Transaction Support Agreements. On that day, the Sponsor also sent a wire to the Trustee in the amount of $1,265,000 to extend the deadline for MEOA to complete its initial business combination to November 30, 2022, which extension was announced via press release and the filing of a Current Report on Form 8-K before the U.S. market opened on September 2, 2022.

Before the U.S. market opened on September 6, 2022, each of MEOA and Digerati issued a press release announcing the execution of the Business Combination Agreement, and later that day, each of MEOA and Digerati filed a current report on Form 8-K with the SEC announcing the execution of the Business Combination Agreement.

On February 14, 2023, the parties to the Business Combination Agreement executed and delivered the February Amendment to increase the implied equity value of Digerati from $68,680,807 to $71,080,810 to give effect to the issuance by Digerati to Maxim, immediately prior to the Closing of the Business Combination, of such number of shares of Digerati Common Stock as would be exchanged for an aggregate of 240,000 shares of New Digerati Common Stock upon the Closing of the Business Combination as partial compensation for financial advisory services that Maxim provided to Digerati in connection with the Business Combination. The February Amendment also clarified that the shares of Digerati Common Stock underlying the Bridge Loan Warrants would not be part of the implied equity value of Digerati of $71,080,810, and it clarified that none of the shares underlying any of the convertible promissory notes of Digerati that are outstanding upon the Closing of the Business Combination are part of the implied equity value of Digerati of $71,080,810. A copy of the February Amendment is attached as Annex A-2 to this proxy statement.

On February 24, 2023, the parties to the Business Combination Agreement entered into an Amendment No. 2 to Business Combination Agreement, which, among other things, extends the Termination Date (as defined in the Business Combination Agreement) from February 25, 2023 to April 28, 2023. A copy of Amendment No. 2 to Business Combination Agreement is attached as Annex A-3 to this proxy statement.

On May 1, 2023, the parties to the Business Combination Agreement entered into an Amendment No. 3 to Business Combination Agreement, which, among other things, extends the Termination Date (as defined in the Business Combination Agreement) from April 28, 2023 to May 30, 2023. A copy of Amendment No. 3 to Business Combination Agreement is attached as Annex A-4 to this proxy statement.

The Board’s Reasons for the Approval of the Business Combination

The Board, in evaluating the Business Combination, consulted with its legal counsel and with its financial and other advisors. In reaching its decision (i) that the Business Combination Agreement and the transactions contemplated thereby, including the Business Combination, are fair to and in the best interests of Digerati and its stockholders, (ii) to approve the Business Combination Agreement and the transactions contemplated thereby and declare their advisability, and (iii) to recommend that the Digerati stockholders approve and adopt the Business Combination Agreement and the Business Combination, the Board considered and evaluated a number of factors, including, but not limited to, the factors discussed below.

•        Implied Equity Value.    The Transaction Consideration to be received by Digerati security holders from MEOA at the Closing having an implied equity value of $68,680,807 (on February 14, 2023, the parties to the Business Combination Agreement executed and delivered the February Amendment to increase the implied equity value of Digerati from $68,680,807 to $71,080,810 to give effect to the issuance by Digerati to Maxim, immediately prior to the Closing of the Business Combination, of such number of shares of

Digerati Common Stock as would be exchanged for an aggregate of 240,000 shares of New Digerati Common Stock upon the Closing of the Business Combination as partial compensation for financial advisory services that Maxim provided to Digerati in connection with the Business Combination).

•        Fairness Opinion.    The details included in the fairness opinion from Newbridge Securities Corporation that was delivered to MEOA in connection with the Business Combination.

•        Stockholder Liquidity.    The obligation in the Business Combination Agreement to have MEOA Common Stock issued as merger consideration listed on the Nasdaq, a major U.S. stock exchange, has the potential to offer Digerati stockholders greater liquidity.

•        Negotiated Transaction.    The financial and other terms of the Business Combination Agreement and the fact that such terms and conditions are reasonable and were the product of arm’s-length negotiations between MEOA and Digerati.

The Board identified and considered the following factors and risks as weighing negatively against pursuing the Business Combination, although not weighted or in any order of significance:

•        Benefits May Not Be Achieved.    The risk that the potential benefits of the Business Combination may not be fully achieved or may not be achieved within the expected timeframe.

•        COVID-19.    Uncertainties regarding the potential impacts and disruptions of the COVID-19 virus, including with respect to personnel required to operate Digerati’s business.

•        Stockholder Vote.    The risk that MEOA’s stockholders may fail to provide the votes necessary to effect the Business Combination.

•        Redemption Risk.    The potential that a significant number of MEOA’s stockholders elect to redeem their shares prior to the consummation of the Business Combination and pursuant to the Current Charter, which would potentially make the Business Combination more difficult or impossible to complete, and/or reduce the amount of cash available to New Digerati following the Closing.

•        Closing Conditions.    The fact that completion of the Business Combination is conditioned on the satisfaction of certain Closing conditions that are not within MEOA’s control, including obtaining the applicable regulatory approvals and/or waivers thereof, approval by MEOA’s stockholders and approval by Nasdaq of the initial listing application in connection with the Business Combination.

•        Fees and Expenses.    The fees and expenses associated with completing the Business Combination.

•        Required Additional Capital.    Digerati will require additional capital to further the development of its business. No assurance can be given that such additional capital will be available on terms acceptable to Digerati, if at all. If Digerati is unable to raise capital when needed or on acceptable terms, Digerati could be forced to delay, reduce or eliminate some or all of its planned operations.

•        Other Risks.    Various other risks associated with the Business Combination, the business of MEOA and the business of Digerati described under the section entitled “Risk Factors.”

The Board concluded that the potential benefits that it expected Digerati and its stockholders to achieve as a result of the Business Combination outweighed the potentially negative factors associated with the Business Combination. Accordingly, the Board unanimously determined that the Business Combination Agreement and the Business Combination, were advisable, fair to, and in the best interests of, Digerati and its stockholders.

Interests of Digerati’s Directors and Executive Officers in the Business Combination

Aside from their interests as stockholders, Digerati’s directors and officers have interests in the Business Combination that are different from, or in addition to, those of Digerati’s other stockholders generally. Digerati’s stockholders should take these interests into account in deciding whether to approve the Business Combination. These interests include, among other things the fact that Digerati’s executive officers’ and directors’ own shares of Digerati Common Stock and Digerati’s Series C Convertible Preferred Stock (which will be converted into Digerati Common Stock prior to the Closing and exchanged for shares of New Digerati Common Stock at the Closing) which were initially acquired for purchase prices below prices originally paid by other Digerati stockholders. In addition, it is anticipated that Arthur L. Smith,

Craig K. Clement, and Maxwell A. Polinsky will each be a member of New Digerati’s Board following the closing of the Business Combination, and each of Digerati’s current officers will become officers of New Digerati following the closing of the Business Combination, and, as such, after the proposed Business Combination is consummated, Messrs. Smith, Clement, Polinsky and the officers may in the future receive cash fees, stock options or stock awards that New Digerati’s Board determines to pay to its directors and officers. These interests may have influenced Digerati’s directors in making their recommendation that you vote in favor of the approval of the Business Combination.

Regulatory Matters

HSR Matters

Under the HSR Act and the rules that have been promulgated thereunder by the U.S. Federal Trade Commission (“FTC”), certain transactions may not be consummated unless information has been furnished to the Antitrust Division of the Department of Justice (“Antitrust Division”) and the FTC and certain waiting period requirements have been satisfied. At any time before or after consummation of the Business Combination, notwithstanding the expiration or termination of the waiting period under the HSR Act, the applicable competition authorities in the United States or any other applicable jurisdiction could take such action under applicable antitrust laws as such authority deems necessary or desirable in the public interest, including seeking to enjoin the consummation of the Business Combination, conditionally approving the Business Combination upon divestiture of New Digerati’s assets, subjecting the completion of the Business Combination to regulatory conditions or seeking other remedies. Private parties may also seek to take legal action under the antitrust laws under certain circumstances. MEOA cannot assure that the Antitrust Division, the FTC, any state attorney general, or any other government authority will not attempt to challenge the Business Combination on antitrust grounds, and, if such a challenge is made, MEOA cannot assure as to its result. Under the Business Combination Agreement, MEOA and Digerati are not obligated to agree to sell, license or dispose of any assets or businesses, or terminate or amend any existing relationships or enter into new relationships or contracts in order to obtain approval of the Business Combination by the FTC, the Antitrust Division or otherwise.

Federal Communications Commission Matters

Digerati has applied for the FCC’s approval for transfer of Domestic 214 Authority in compliance with the FCC’s rules. The purpose of the filing, which is required by the rules and regulations of the FCC, is to allow the FCC to assess whether any service suspension, reduction or cancellation to end-user customers may result as a result of a change of control transaction, such as the Business Combination, and if such a result may arise, to approve the proposed change of control transaction. It is not anticipated that the Business Combination will have any such impact to Digerati customers. Rather, it is anticipated that no Digerati customer will experience any service suspension, reduction or cancellation as a result of the Business Combination, and that services will continue to be provided through the applicable subsidiaries of Digerati without disruption. In its submission to the FCC, which was made on or about April 11, 2023, Digerati noted the nature of the Business Combination and the fact that Digerati does not anticipate any impact to its customers as a result of the Business Combination. Based on the foregoing, upon advice of counsel, Digerati believes it is likely that the FCC will either approve the Business Combination promptly following submission or simply record the request and advise that no further review or approval is necessary. It is anticipated that the FCC will respond to Digerati’s submission within three weeks following submission. Neither the filing for the review and approval of the FCC for the transfer of Domestic 214 Authority, nor the receipt of approval, is a condition to the Closing of the Business Combination.

General

Neither MEOA nor Digerati is aware of any material regulatory approvals or actions that are required for completion of the Business Combination. It is presently contemplated that if any such additional regulatory approvals or actions are required, those approvals or actions will be sought. There can be no assurance, however, that any approvals or actions will be obtained.

PROPOSAL 2: THE ADJOURNMENT PROPOSAL

At the Special Meeting, Digerati will ask its stockholders to consider and vote upon a proposal to adjourn the Special Meeting to a later date or dates if necessary or appropriate to solicit additional proxies if there are insufficient votes to approve the Business Combination at the time of the Special Meeting.

Consequences if the Adjournment Proposal is Not Approved

If the Adjournment Proposal is not approved by Digerati’s stockholders, the Board may not be able to adjourn the Special Meeting to a later date, if necessary, to permit further solicitation and vote of proxies if it is determined by Digerati that more time is necessary or appropriate to approve the Business Combination Proposal at the Special Meeting. It is important for you to note that in the event that the Business Combination Proposal does not receive the requisite vote for approval, then we may not be able to complete the Business Combination. If the Business Combination is not completed by May 30, 2023, MEOA will be required to dissolve and liquidate itself and return the monies held within its trust account to its public shareholders unless MEOA submits and its shareholders approve an extension. On April 28, 2023, MEOA filed a preliminary proxy statement and on May 9, 2023 MEOA filed a definitive proxy statement to submit to its shareholders a proposal to extend its termination date. If the Business Combination closes on or prior to May 30, 2023, MEOA will not implement any extension.

Required Vote with Respect to the Adjournment Proposal

The approval of the Adjournment Proposal requires the affirmative vote of the holders of a majority of the holders of the Digerati voting stock voting as a single class.

The Adjournment Proposal will not be submitted if the Business Combination Proposal is approved.

Recommendation of the Board with respect to the Adjournment Proposal.

THE BOARD UNANIMOUSLY RECOMMENDS THAT THE DIGERATI STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THE ADJOURNMENT PROPOSAL.

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The unaudited pro forma condensed combined statements of operations for the six months ended January 31, 2023 and the year ended July 31, 2022 gives pro forma effect to the Business Combination as if it had occurred on August 1, 2021. The unaudited pro forma condensed combined balance sheet as of January 31, 2023 gives pro forma effect to the Business Combination as if it was completed on January 31, 2023. Upon the consummation of the Business Combination, the new entity will adopt the July 31st year end. The unaudited pro forma condensed combined financial statements include:

•        the balance sheet of Digerati as of January 31, 2023 and the balance sheet of MEOA as of December 31, 2022;

•        the statement of operations of Digerati for the six months ended January 31, 2023;

•        statement of operations data of MEOA for the six months ended December 31, 2022;   

•        the statement of operations of Digerati for the year ended July 31, 2022. We have also included the results of operations of Skynet and Next Level Internet from August 1, 2021 to the dates immediately preceding their respective business acquisitions; and

•        statement of operations data of MEOA for the twelve months ended September 30, 2022.

The unaudited pro forma condensed combined financial information is based on and should be read in conjunction with:

•        the accompanying notes to the unaudited pro forma condensed combined financial information;

•        the historical financial statements of Digerati as of and for the year ended July 31, 2022, and the related notes, included elsewhere in this proxy statement;

•        the historical financial statements of MEOA as of and for the year ended December 31, 2022, and the related notes, included elsewhere in this proxy statement; and

•        other information relating to MEOA and Digerati included in this proxy statement, including the Business Combination Agreement and the description of certain terms thereof set forth under “Proposal No. 1 — The Business Combination Proposal — The Business Combination Agreement”, as well as the disclosures contained in the sections titled “MEOA Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Digerati Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

The pro forma financial information has been prepared in accordance with Regulation S-X Article 11, Pro Forma Financial Information, as amended by the final rule, Amendments to Financial Disclosures about Acquired and Disposed Businesses, as adopted by the SEC in May 2020 (“Article 11”). The amended Article 11 became effective on January 1, 2021. The unaudited pro forma condensed combined financial statements have been presented for illustrative purposes only and do not necessarily reflect what the combined company’s financial condition or results of operations would have been had the Business Combination occurred on the dates indicated. Further, the unaudited pro forma condensed combined financial information also may not be useful in predicting the future financial condition and results of operations of the combined company. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors. The unaudited pro forma transaction accounting adjustments represent management’s estimates based on information available as of the date of these unaudited pro forma condensed combined financial statements and are subject to change as additional information becomes available and analyses are performed.

On August 30, 2022, we entered into a Business Combination Agreement (as it may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”) with MEOA Merger Sub, Inc., a Delaware corporation and our wholly-owned subsidiary (“Merger Sub”), and Digerati Technologies, Inc., a Nevada corporation (“Digerati”). The Business Combination Agreement and the transactions contemplated thereby were approved by the board of directors of each of MEOA and Digerati.

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 our company (the “Merger”). In addition, our company will be renamed Verve Technologies Corporation. The Merger and the other transactions contemplated by the Business Combination Agreement are referred to herein as the “Business Combination”. Other capitalized terms used, but not defined, herein, shall have the respective meanings given to such terms in the Business Combination Agreement.

The Business Combination is expected to close during MEOA’s fiscal quarter ending June 30, 2023, following the receipt of the required approval by the stockholders of our company and of Digerati, approval by the Nasdaq Stock Market (“Nasdaq”) of the initial listing application of the combined company filed in connection with the Business Combination, and the fulfillment of other customary closing conditions.

On or about November 29, 2022, in connection with the Extension Meeting, the holders of 11,691,103 public shares of MEOA Class A common stock exercised their right to redeem such shares of MEOA Class A common stock, as a result of which redemptions approximately $120.8 million, representing approximately 92% of the assets held in the Trust Account prior to such redemptions, was removed from the Trust Account, leaving approximately $9.9 million remaining in the Trust Account. Following such redemptions, an aggregate of 958,897 public shares of MEOA Class A common stock remained issued and outstanding.

The unaudited pro forma condensed combined financial information has been prepared using three alternative levels of redemption of shares of MEOA Class A Common Stock into cash:

•        Scenario 1 — No redemption:    This presentation applies the assumption that no MEOA public stockholders exercise redemption rights with respect to their MEOA Class A common stock upon consummation of the Business Combination;

•        Scenario 2 — 50% redemptions of MEOA Class A common stock:    This presentation assumes that 50% of MEOA public stockholders holding approximately 479,449 shares of MEOA Class A common stock will exercise their redemption rights upon consummation of the Business Combination at a redemption price of approximately $10.15 per share; and

•        Scenario 3 — Maximum redemptions of MEOA Class A common stock:    This presentation assumes that 100% of MEOA public stockholders holding approximately 958,897 shares of MEOA Class A common stock will exercise their redemption rights upon consummation of the Business Combination at a redemption price of approximately $10.15 per share.

As a result of the Business Combination, if none of the redeemable MEOA Class A Common Stock is redeemed, the former holders of the issued and outstanding shares of Digerati Common Stock immediately prior to the Closing of the Business Combination (including the issuance of up to 240,000 shares of New Digerati Common Stock to Maxim in connection with the financial advisory services that it provided to Digerati in connection with the Business Combination) are expected to own approximately 66.9% of the issued and outstanding shares of New Digerati Common Stock immediately following the closing of the Business Combination, MEOA public stockholders are expected to hold, in the aggregate, approximately 9.0% of the issued and outstanding shares of New Digerati Common Stock, and the Sponsor is expected to hold approximately 22.6% of the issued and outstanding shares of New Digerati Common Stock.

As a result of the Business Combination, if the maximum number of shares of MEOA Class A Common Stock are redeemed for cash, the former holders of the issued and outstanding shares of Digerati Common Stock immediately prior to the Closing of the Business Combination (including the issuance of up to 240,000 shares of New Digerati Common Stock to Maxim in connection with the financial advisory services that it provided to Digerati in connection with the Business Combination) are expected to own approximately 78.7% of the issued and outstanding shares of New Digerati Common Stock immediately following the closing of the Business Combination, MEOA public stockholders are expected to hold, in the aggregate, 0.0% of the issued and outstanding shares of New Digerati Common Stock, and the Sponsor is expected to hold approximately 19.6%of the issued and outstanding shares of New Digerati Common Stock.

As a result of the Business Combination Agreement, MEOA founders will receive 2,403,500 shares of Class A Common Stock assuming no redemption, however, those shares are subject to forfeiture calculations as determined by the Net Closing Cash upon the closing pursuant to the Sponsor Letter Agreement.

In addition, an equity incentive plan (comprised of a to-be determined number of shares of New Digerati Common Stock at Closing prior to any redemptions) will be adopted at the Closing initially aimed to be comprised of approximately 15.0% of New Digerati’s fully diluted shares outstanding (such 15.0% to be inclusive of the unvested incentive equity awards assumed by New Digerati at Closing). The equity incentive plan will be in line with other U.S. public companies and will be created for the benefit of New Digerati’s management, the New Digerati Board and employees. The final impact of the equity incentive plan has not been included in the unaudited pro forma condensed combined financial statements as it cannot be reliably estimated at this stage.

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
As of January 31, 2023 (Digerati) and December 31, 2022 (MEOA)
(In thousands)