As filed with the Securities and Exchange Commission on November 30, 2022

No. 333-_______

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-4

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

MINORITY EQUALITY OPPORTUNITY ACQUISITION INC.

(Exact name of registrant as specified in its charter)

100 Executive Court
Waxahachie, TX 75165
(214) 444-7321
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Shawn D. Rochester
Chief Executive Officer
Minority Equality Opportunities Acquisition Inc.
100 Executive Court
Waxahachie, TX 75165
(214) 444-7321
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies of all communications, including communications sent to agent for service, should be sent to:

Approximate date of commencement of proposed sale to the public:
As soon as practicable after this Registration Statement becomes effective.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-l(d) (Cross-Border Third-Party Tender Offer) ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission acting pursuant to said Section 8(a), may determine.

The information in the proxy statement/prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. The proxy statement/prospectus is not an offer to sell and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY-SUBJECT TO COMPLETION, DATED NOVEMBER 30, 2022

PROXY STATEMENT FOR SPECIAL MEETING OF
MINORITY EQUALITY OPPORTUNITIES ACQUISITION INC.

PROSPECTUS FOR
6,868,080 SHARES OF COMMON STOCK OF
MINORITY EQUALITY OPPORTUNITIES ACQUISITION INC.

The board of directors of Minority Equality Opportunities Acquisition Inc., a Delaware corporation (“MEOA”), has unanimously approved the 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 MEOA, MEOA Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of MEOA (“Merger Sub”), and Digerati Technologies, Inc., a Nevada corporation (“Digerati”), a copy of which is attached to this proxy statement/prospectus as Annex A. As described in this proxy statement/prospectus, MEOA’s stockholders are being asked to consider a vote upon the Business Combination, among other items. As used in this proxy statement/prospectus, “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, Merger Sub will merge with and into Digerati, with Digerati as the surviving company in the Business Combination and, after giving effect to the Business Combination, Digerati will be a wholly-owned subsidiary of MEOA (the time that the Business Combination becomes effective being referred to as the “Effective Time”).

In accordance with the terms and subject to the conditions of the Business Combination Agreement, at the Effective Time, based on an implied equity value of Digerati of $68,680,807: (i) each share of MEOA Class A Common Stock and MEOA Class B Common Stock issued and outstanding immediately prior to the Effective Time will become one share of New Digerati Common Stock; (ii) each share of Digerati common stock outstanding as of immediately prior to the Effective Time will be automatically cancelled and extinguished and converted into a right to receive shares of New 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 New Digerati Common Stock; (iv) 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; (v) each Digerati Warrant will be assumed by New Digerati and thereafter be a warrant to purchase shares of New Digerati Common Stock; (vi) each share of Rollover Preferred Stock will thereafter be convertible into shares of New Digerati Common Stock; and (vii) each Rollover Convertible Note will be assumed by New Digerati and thereafter be convertible into shares of New Digerati Common Stock. The market value of the shares to be issued could vary significantly from the market value of the shares as of the date of this proxy statement/prospectus.

It is anticipated that, upon the completion of the Business Combination: (i) the holders of the issued and outstanding shares of Digerati Common Stock immediately prior to the completion of the Business Combination (including the issuance of up to 372,913 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) will own, collectively, approximately 30.1% of the issued and outstanding shares of New Digerati Common Stock; and (ii) MEOA’s Public Stockholders will own, collectively, approximately 55.4% of the issued and outstanding shares of New Digerati Common Stock, in each case, assuming that none of MEOA’s outstanding Public Shares are redeemed in connection with the Business Combination, or approximately 78.1%, and 0%, respectively, assuming that all of MEOA’s outstanding Public Shares are redeemed in connection with the Business Combination. See the section titled “Share Calculations and Ownership Percentages” below in this proxy statement/prospectus for the assumptions used for purposes of calculating the ownership percentages herein.

This proxy statement/prospectus covers up to 6,868,080 shares of New Digerati Common Stock, which represents the maximum number of shares that may be issued to Digerati Equityholders in connection with the Business Combination (as more fully described in this proxy statement/prospectus).

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. MEOA will apply 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 “DTGI” and “DTGIW”, 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.

MEOA is providing its Public Stockholders with the opportunity to redeem, upon the closing of the Business Combination, all or a portion of their Public Shares. A significant number of redemptions could impact New Digerati’s liquidity and its ability to conduct its operations after the closing of the Business Combination. See “Questions and Answers for Stockholders of MEOA — 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?”, “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.

The accompanying proxy statement/prospectus provides stockholders of MEOA with detailed information about the Business Combination and other matters to be considered at the special meeting of MEOA. We encourage you to read the entire accompanying proxy statement/prospectus, including the Annexes and other documents referred to therein, carefully and in its entirety. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 35 of the accompanying proxy statement/prospectus.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

The accompanying proxy statement/prospectus is dated [●], 2022, and is first being mailed to MEOA’s stockholders on or about [●], 2022.

MINORITY EQUALITY OPPORTUNITIES ACQUISITION INC.
100 Executive Court
Waxahachie, Texas 75165

Dear Minority Equality Opportunities Acquisition Inc. Stockholders:

You are cordially invited to attend the Special Meeting of stockholders (the “Special Meeting”) of Minority Equality Opportunities Acquisition Inc., a Delaware corporation (“MEOA”), being held virtually on [●], 2022, or at such other time, on such other date and at such other place to which the meeting may be adjourned.

At the Special Meeting, MEOA stockholders will be asked to consider and vote upon a proposal, which is referred to herein as the “Business Combination Proposal” to approve and adopt the Business Combination Agreement (and the transactions contemplated thereby), dated as of August 30, 2022 (as it may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), by and among MEOA, MEOA Merger Sub, Inc., a Delaware corporation (“Merger Sub”) and a wholly-owned subsidiary of MEOA, and Digerati Technologies, Inc., a Delaware corporation (“Digerati”), a copy of which is attached to the accompanying proxy statement/prospectus as Annex A.

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 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 “Digerati Holdings, Inc.”, and Digerati will retain its name “Digerati Technologies, Inc.”

MEOA stockholders are being asked to vote on the following matters (the “Proposals”):

We refer to this Proposal as the “Business Combination Proposal”;

MEOA is providing the accompanying proxy statement/prospectus and accompanying proxy card to MEOA’s stockholders in connection with the solicitation of proxies to be voted at the Special Meeting and at any adjournments of the Special Meeting. Information about the Special Meeting, the Business Combination and other related business to be considered by MEOA’s stockholders at the Special Meeting is included in the accompanying proxy statement/prospectus. Whether or not you plan to attend the Special Meeting, all of MEOA’s stockholders are urged to read the accompanying proxy statement/prospectus, including the Annexes and other documents referred to therein, carefully and in its entirety. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 35 of the accompanying proxy statement/prospectus.

After careful consideration, the board of directors of MEOA has unanimously approved the Business Combination Agreement and the transactions contemplated thereby, including the Business Combination, and unanimously recommends that stockholders vote “FOR” the adoption of the Business Combination Agreement and approval of the transactions contemplated thereby, including the Business Combination, and “FOR” all other Proposals presented to MEOA’s stockholders in the accompanying proxy statement/prospectus. When you consider the recommendation of these Proposals by the board of directors of MEOA, you should keep in mind that MEOA’s directors and officers have interests in the Business Combination that may conflict with your interests as a stockholder. See the section entitled “Business Combination Proposal — Interests of MEOA’s Directors and Executive Officers in the Business Combination” in the accompanying proxy statement/prospectus for a further discussion of these considerations.

Pursuant to MEOA’s current bylaws, a majority of the shares entitled to vote, represented at the Special Meeting or by proxy, will constitute a quorum for the transaction of business at the Special Meeting. Under the DGCL, shares that are voted “abstain” or “withheld” and broker “non-votes” are counted as present for purposes of determining whether a quorum is present at the Special Meeting.

The approval of the Business Combination Proposal, the Advisory Charter Amendment Proposals, the Nasdaq Stock Issuance Proposal, the Equity Incentive Plan Proposal and the Adjournment Proposal each require the affirmative vote of the holders of a majority of the shares of MEOA Common Stock cast by the stockholders represented in person (which would include presence at a virtual meeting) or by proxy and entitled to vote thereon at the Special Meeting, voting together as a single class.

The approval of the Charter Amendment Proposal and the NTA Proposal requires the affirmative vote of a majority of the issued and outstanding shares of MEOA Common Stock, voting together as a single class.

The approval of the Director Election Proposal requires a plurality vote of the MEOA Common Stock present (which would include presence at a virtual meeting) or represented by proxy and entitled to vote at the Special Meeting. “Plurality” means that the individuals who receive the largest number of votes cast “FOR” are elected as directors. Consequently, any shares not voted “FOR” a particular nominee (whether as a result of an abstention, a direction to withhold authority or a broker non-vote) will not be counted in the nominee’s favor.

If the Business Combination Proposal is not approved, the Nasdaq Stock Issuance Proposal, the Charter Amendment Proposal, the Advisory Charter Amendment Proposals, the Director Election Proposal, the Equity Incentive Plan Proposal and the NTA Proposal will not be presented to the MEOA stockholders for a vote. The approval of the Business Combination Proposal, the Nasdaq Stock Issuance Proposal, the Charter Amendment Proposal, the Equity Incentive Plan Proposal and the NTA Proposal are preconditions to the Closing.

Your vote is very important. Whether or not you plan to attend the Special Meeting, please vote as soon as possible by following the instructions in the accompanying proxy statement/prospectus to make sure that your shares are represented at the Special Meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the Special Meeting.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted “FOR” each of the proposals presented at the Special Meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the Special Meeting in person, the effect will be, among other things, that your shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting. If you are a stockholder of record and you attend the Special Meeting and wish to vote in person, you may withdraw your proxy and vote in person.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND IN WRITING THAT YOUR PUBLIC SHARES ARE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO MEOA’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE SPECIAL MEETING. IN ORDER TO EXERCISE YOUR REDEMPTION RIGHT, YOU NEED TO IDENTIFY YOURSELF AS A BENEFICIAL HOLDER AND PROVIDE YOUR LEGAL NAME, PHONE NUMBER AND ADDRESS IN YOUR WRITTEN DEMAND. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL BE RETURNED TO YOU OR YOUR ACCOUNT. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

HOLDERS OF UNITS MUST ELECT TO SEPARATE THE UNDERLYING PUBLIC SHARES AND PUBLIC WARRANTS PRIOR TO EXERCISING REDEMPTION RIGHTS WITH RESPECT TO THE PUBLIC SHARES. IF HOLDERS HOLD THEIR UNITS IN AN ACCOUNT AT A BROKERAGE FIRM OR BANK, HOLDERS MUST NOTIFY THEIR BROKER OR BANK THAT THEY ELECT TO SEPARATE THE UNITS INTO THE UNDERLYING PUBLIC SHARES AND PUBLIC WARRANTS, OR IF A HOLDER HOLDS UNITS REGISTERED IN ITS OWN NAME, THE HOLDER MUST CONTACT THE TRANSFER AGENT, DIRECTLY AND INSTRUCT IT TO DO SO.

On behalf of MEOA’s board of directors, I would like to thank you for your support and look forward to the successful completion of the Business Combination.

Sincerely,

Shawn D. Rochester

Chief Executive Officer and Chairman of the Board of Directors

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

The accompanying proxy statement/prospectus is dated [●], 2022 and is first being mailed to MEOA stockholders on or about [●], 2022.

MINORITY EQUALITY OPPORTUNITIES ACQUISITION INC.
100 Executive Court

Waxahachie, Texas 75165

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON [●], 2022

TO THE STOCKHOLDERS OF MINORITY EQUALITY OPPORTUNITIES ACQUISITION INC.:

NOTICE IS HEREBY GIVEN that the Special Meeting will be held on [●], 2022, at [●] a.m. Eastern time, via live webcast at the following address https://www.cstproxy.com/[●]. You will need the 12-digit meeting control number that is printed on your proxy card to enter the Special Meeting. MEOA recommends that you log in at least 15 minutes before the Special Meeting to ensure you are logged in when the Special Meeting starts. Please note that you will not be able to attend the Special Meeting in person. You are cordially invited to attend the Special Meeting for the following purposes:

MEOA stockholders are being asked to vote on the following proposals (the “Proposals”):

Subject to the terms and conditions set forth in the Business Combination Agreement, at the Effective Time, based on an implied equity value of $68,680,807:

We refer to this Proposal as the “Business Combination Proposal”;

Only holders of record of MEOA Common Stock at the close of business on [●], 2022 (the “Record Date”) are entitled to notice of the Special Meeting and to vote at the Special Meeting and any adjournments or postponements of the Special Meeting. A complete list of MEOA stockholders of record entitled to vote at the Special Meeting will be available for ten days before the Special Meeting at the principal executive offices of MEOA for inspection by stockholders during ordinary business hours for any purpose germane to the Special Meeting.

Pursuant to the Current Charter, MEOA is providing its Public Stockholders with the opportunity to redeem, upon the closing of the Business Combination, the shares of MEOA Class A Common Stock issued in the Initial Public Offering (and such shares, the “Public Shares”) then held by them for cash equal to their pro rata share of the aggregate amount on deposit (as of two business days prior to the closing) in the trust account that holds the proceeds (including interest but less franchise and income taxes payable) of the Initial Public Offering (the “Trust Account”). For illustrative purposes, based on funds in the Trust Account of approximately $[●] on the Record Date, the estimated per share redemption price would have been approximately $[●]. Holders of Units must elect to separate the underlying Public Shares and Public Warrants prior to exercising redemption rights with respect to the Public Shares. If holders hold their Units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the Units into the underlying Public Shares and Public Warrants, or if a holder holds Units registered in its own name, the holder must contact the transfer agent, directly and instruct it to do so. Holders of Public Shares may elect to redeem Public Shares even if they vote for the Business Combination Proposal. A holder of Public Shares, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended), will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group’s shares, with respect to fifteen percent (15%) or more of the shares of MEOA Class A Common Stock issued in the Initial Public Offering.

The Sponsor has agreed to vote any shares of MEOA Common Stock owned by it in favor of the Business Combination Proposal, which shares represent approximately [●]% of the voting power of MEOA as of the Record Date.

Pursuant to MEOA’s current bylaws, a majority of the shares entitled to vote, represented at the Special Meeting or by proxy, will constitute a quorum for the transaction of business at the Special Meeting. Under the DGCL, shares that are voted “abstain” or “withheld” and broker “non-votes” are counted as present for purposes of determining whether a quorum is present at the Special Meeting.

The approval of the Business Combination Proposal, Advisory Charter Amendment Proposals, Nasdaq Stock Issuance Proposal, Equity Incentive Plan Proposal and the Adjournment Proposal each require the affirmative vote of the holders of a majority of the shares of MEOA Common Stock cast by the stockholders represented in person (which would include presence at a virtual meeting) or by proxy and entitled to vote thereon at the Special Meeting, voting together as a single class.

The approval of the Charter Amendment Proposal and the NTA Proposal requires the affirmative vote of a majority of the issued and outstanding shares of MEOA Common Stock, voting together as a single class.

The approval of the Director Election Proposal requires a plurality vote of the MEOA Common Stock present (which would include presence at a virtual meeting) or represented by proxy and entitled to vote at the Special Meeting. “Plurality” means that the individuals who receive the largest number of votes cast “FOR” are elected as directors. Consequently, any shares not voted “FOR” a particular nominee (whether as a result of an abstention, a direction to withhold authority or a broker non-vote) will not be counted in the nominee’s favor.

If the Business Combination Proposal is not approved, the Nasdaq Stock Issuance Proposal, the Charter Amendment Proposal, the Advisory Charter Amendment Proposals, the Director Election Proposal, the Equity Incentive Plan Proposal and the NTA Proposal will not be presented to the MEOA stockholders for a vote. The approval of the Business Combination Proposal, the Nasdaq Stock Issuance Proposal, the Charter Amendment Proposal, the Director Election Proposal, the Equity Incentive Plan Proposal and the NTA Proposal are preconditions to the closing of the Business Combination.

As of the Record Date, there was approximately $[●] in the Trust Account. Each redemption of Public Shares by the holders of Public Shares will decrease the amount in the Trust Account. Unless the NTA Proposal is approved, MEOA will not redeem Public Shares in an amount that would cause it to have net tangible assets of less than $5,000,001, as required by the Current Charter.

Your attention is directed to the proxy statement/prospectus accompanying this notice (including the Annexes thereto) for a more complete description of the proposed Business Combination and related transactions and each of the Proposals. We encourage you to read this proxy statement/prospectus carefully. If you have any questions or need assistance voting your shares, please call us at (___) __________.

[●], 2022

By Order of the Board of Directors

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

TABLE OF CONTENTS

ADDITIONAL INFORMATION

This document, which forms part of a Registration Statement on Form S-4 filed with the Securities and Exchange Commission (the “SEC”) by MEOA (File No. 333-[●]) (the “Registration Statement”), constitutes a prospectus of MEOA under Section 5 of the Securities Act, with respect to the shares of New Digerati Common Stock to be issued to Digerati Equityholders if the Business Combination described below is consummated. This document also 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 MEOA 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/prospectus. 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/prospectus. This proxy statement/prospectus is dated as of the date set forth on the cover hereof. You should not assume that the information contained in this proxy statement/prospectus is accurate as of any date other than that date. You should not assume that the information incorporated by reference into this proxy statement/prospectus is accurate as of any date other than the date of such incorporated document. Neither the mailing of this proxy statement/prospectus to MEOA 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/prospectus regarding MEOA has been provided by MEOA and information contained in this proxy statement/prospectus regarding Digerati has been provided by Digerati.

This proxy statement/prospectus 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/prospectus, over the Internet at the SEC’s website at http://www.sec.gov.

If you would like additional copies of this proxy statement/prospectus 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:

Minority Equality Opportunities Acquisition Corp.
100 Executive Court
Waxahachie, TX 75176
Attn: Chief Financial Officer
Tel: (214) 444-7321

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

Advantage Proxy, Inc.
P.O. Box 13581
Des Moines, WA 98198
Attn: Karen Smith
Toll Free: (877) 870-8565
Collect: (206) 870-8565

If you are a stockholder of MEOA and would like to request documents, please do so by [●], 2022 (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/prospectus, we have not independently verified the market and industry data contained in this proxy statement/prospectus 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/prospectus.

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/prospectus 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 2,763,051 shares of New Digerati Common Stock; (ii) all of the Digerati Options and Digerati Warrants (including the Post Road Warrant) are exercised for New Digerati Common Stock in connection with the Business Combination, resulting in the issuance of 1,530,196 shares of New Digerati Common Stock; (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) no rollover Convertible Notes are issued by Digerati prior to the Closing of the Business Combination; (v) an aggregate of 84,456 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 prior to or concurrently with the Closing of the Business Combination; (vii) an aggregate of 65,030 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 372,913 shares of New Digerati Common Stock are issued to Maxim in connection with the financial advisory services that it has provided to Digerati in connection with the Business Combination.

SELECTED DEFINITIONS

Unless otherwise stated in this proxy statement/prospectus 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 MEOA board of directors, unless the context otherwise requires.

“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.

“Commission” or the “SEC” means the United States Securities and Exchange Commission.

“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 or restated from time to time

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

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

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

“Digerati Common Stock” or “Digerati 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, Rollover Convertible Notes and Rollover Preferred Stock.

“Digerati Equity Plans” means the Digerati Technologies, Inc. 2015 Equity Compensation Plan and the Digerati Technologies, Inc. 2022 Omnibus Securities and Incentive 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 Digerati Holdings, Inc. 2022 Stock Option and Incentive Plan, approved by the 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.

“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.

“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.

“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.

“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.

“Private Placement Warrants” means the 6,027,500 warrants issued to our Sponsor and to Maxim concurrently with our Initial Public Offering, each of which is exercisable for one share of MEOA Class A Common Stock. Pursuant to the Sponsor Letter Agreement, our 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 MEOA’s stockholders at the Special Meeting.

“Proposed Bylaws” means the proposed amended and restated bylaws of New Digerati to be effective following consummation 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 Convertible Notes” means the convertible promissory notes in the aggregate principal amount of $2,000,000 that were issued by Digerati between August 30, 2022 and the Closing Date pursuant to Section 5.1 of the Business Combination Agreement.

“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 MEOA Board (or the compensation committee of the MEOA 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 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.

“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 MEOA, scheduled to be held on [●], 2022.

“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)(1) $68,680,807, divided by (2) $10.00, minus (b) the sum of shares of New Digerati Common Stock to which the holders of the Rollover Options, the Rollover Warrants, the Rollover Convertible Notes and the Rollover Preferred Stock would be entitled at the Effective Time in respect of such Rollover Options, Rollover Warrants, Rollover Convertible Notes and Rollover Preferred Stock, as applicable, if such instruments were exercised or converted in full (and not on a net-exercise basis) in exchange for share of Digerati Common Stock immediately prior to the Closing

“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 holders of Class A Common Stock 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.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this proxy statement/prospectus 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/prospectus in relation to Digerati has been provided by Digerati and its management, and forward-looking statements include statements relating to the expectations, hopes, beliefs, intentions or strategies regarding the future of Digerati and its management team, including those 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/prospectus may include, for example, statements about:

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

There can be no assurance that future developments affecting us and/or Digerati will be those that we and/or Digerati have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control or the control of Digerati) 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/prospectus may adversely affect us.

QUESTIONS AND ANSWERS FOR STOCKHOLDERS OF MEOA

The questions and answers below highlight only selected information from this document and only briefly address some commonly asked questions about the proposals to be presented at the Special Meeting, including with respect to the proposed Business Combination. The following questions and answers do not include all the information that is important to MEOA’s stockholders. We urge stockholders to read this proxy statement/prospectus, including the Annexes and the other documents referred to herein, carefully and in its entirety to fully understand the proposed Business Combination and the voting procedures for the Special Meeting, which will be held on [●], 2022.

YOUR VOTE IS IMPORTANT. YOU ARE ENCOURAGED TO SUBMIT YOUR PROXY AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT/PROSPECTUS AND ITS ANNEXES AND CAREFULLY CONSIDERING EACH OF THE PROPOSALS BEING PRESENTED AT THE MEETING.

See “Business Combination Proposal — The Board’s Reasons for the Business Combination” for a discussion of the factors considered by the Board in making its decision.

The approval of the Charter Amendment Proposal requires the affirmative vote of a majority of the issued and outstanding shares of MEOA Common Stock, voting together as a single class. Accordingly, a MEOA stockholder’s failure to vote by proxy or to vote in person (which would include presence at a virtual meeting) at the Special Meeting or an abstention will have the same effect as a vote “AGAINST” the Charter Amendment Proposal.

The approval of the NTA Proposal requires the affirmative vote of 65% of the issued and outstanding shares of MEOA Common Stock, voting together as a single class. Accordingly, a MEOA stockholder’s failure to vote by proxy or to vote in person (which would include presence at a virtual meeting) at the Special Meeting or an abstention will have the same effect as a vote “AGAINST” the NTA Proposal.

The approval of the Director Election Proposal requires a plurality vote of the MEOA Common Stock present (which would include presence at a virtual meeting) or represented by proxy and entitled to vote at the Special Meeting. “Plurality” means that the individuals who receive the largest number of votes cast “FOR” are elected as directors. Consequently, any shares not voted “FOR” a particular nominee (whether as a result of an abstention, a direction to withhold authority or a broker non-vote) will not be counted in the nominee’s favor.

A MEOA stockholder’s failure to vote by proxy or to vote in person (which would include presence at a virtual meeting) at the Special Meeting will not be counted towards the number of shares of MEOA Common Stock required to validly establish a quorum, and if a valid quorum is otherwise established, it will have no effect on the outcome of the vote on the Business Combination Proposal, the Advisory Charter Amendment Proposals, the Nasdaq Stock Issuance Proposal, the Director Election Proposal, the Equity Incentive Plan Proposal, the NTA Proposal or the Adjournment Proposal.

If MEOA were to waive certain other Closing conditions that are not required to be satisfied by applicable law (such as waiving the requirement that New Digerati’s listing application be accepted by Nasdaq, waiving the requirement that the representations and warranties of Digerati must be true and correct as of the Closing or waiving the requirement that since the date of the Business Combination Agreement, no Digerati Material Adverse Event has occurred that is continuing), and following such waiver did not elect to re-solicit stockholder approval, such decision may have a material adverse effect on the MEOA stockholders. For a summary of the potential material adverse effects on the MEOA stockholders, see the section titled “Risk Factors — Risks Related to MEOA’s Business and the Business Combination —  MEOA may waive one or more of the conditions to the Business Combination without resoliciting stockholder approval for the Business Combination.”

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 our Sponsor and by Maxim and 12,650,000 Public Warrants. Pursuant to the Sponsor Letter Agreement, our Sponsor agreed that, upon the closing of the Business Combination, our 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/prospectus, 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 entitled “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 financial advisory services to Digerati in connection with the Business Combination) are expected to own approximately 30.1% 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 69.2% 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.

All of the relative percentages above are for illustrative purposes only and are based upon certain assumptions as described in the section entitled “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/prospectus 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:

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”.

These interests may influence MEOA’s directors in making their recommendation that you vote in favor of the approval of the Business Combination.

Continental Stock Transfer & Trust Company
One State Street Plaza, 30th Floor
New York, New York 10004
Attn: Mark Zimkind
E-mail: mzimkind@continentalstock.com

Holders of Units must elect to separate the underlying Public Shares and Public Warrants prior to exercising redemption rights with respect to the Public Shares. If holders hold their Units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the Units into the underlying Public Shares and Public Warrants, or if a holder holds Units registered in its own name, the holder must contact Continental directly and instruct them to do so.

In the written request to redeem your Public Share for cash to Continental Stock Transfer & Trust Company, please provide a “Stockholder Certification” if you are not acting in concert or as a “group” (as defined in Section 13d-3 of the Exchange Act) with any other stockholder with respect to shares of Class A Common Stock. Notwithstanding the foregoing, a holder of the Public Shares, together with any affiliate of his or any other person with whom he is acting in concert or as a “group” (as defined in Section 13d-3 of the Exchange Act) will be restricted from seeking redemption rights with respect to an aggregate of 15% or more of the shares of Class A Common Stock issued in the Initial Public Offering, which is referred to as the “15% threshold” in this proxy statement/prospectus. Accordingly, all Public Shares in excess of the 15% threshold beneficially owned by a Public Stockholder or group will not be redeemed for cash.

Stockholders seeking to exercise their redemption rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from the transfer agent and time to effect delivery. It is MEOA’s understanding that stockholders should generally allot at least two (2) weeks to obtain physical certificates from the transfer agent. However, MEOA does not have any control over this process and it may take longer than two (2) weeks. Stockholders who hold their shares in street name will have to coordinate with their bank, broker or other nominee to have the shares certificated or delivered electronically.

Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with MEOA’s consent, until the closing of the Business Combination. If you deliver your Public Shares for redemption to MEOA’s transfer agent and decide within the required timeframe not to exercise your redemption rights, you may request that MEOA’s transfer agent return the Public Shares (physically or electronically). You may make such request by contacting MEOA’s transfer agent at the phone number or address listed under the question “Who can help answer my questions?” below.

If you are a holder of Public Shares and you exercise your redemption rights, it will not result in the loss of any MEOA warrants that you may hold.

You should read the section entitled “U.S. Federal Income Tax Considerations — Material U.S. Federal Income Tax Considerations of the Redemption and Business Combination to MEOA Equityholders” for a more complete discussion of the U.S. federal income tax considerations relating to exercising your redemption rights. The discussion of the material U.S. federal income tax consequences contained in this joint proxy statement/prospectus is intended to provide only a general discussion and is not a complete analysis or description of all potential U.S. federal income tax consequences of the redemption that may vary with, or are dependent on, individual circumstances. In addition, it does not address the effects of any foreign, state or local tax laws or any U.S. federal tax laws other than U.S. federal income tax laws. Tax matters can be complicated and the tax consequences of exercising your redemption rights will depend on your particular tax situation. You should consult your tax advisor to determine the tax consequences of exercising your redemption rights.

If the Business Combination Agreement is not adopted by MEOA stockholders or if the Business Combination is not completed for any other reason by November 30, 2022, then we will seek to consummate an alternative initial business combination prior to November 30, 2022. If, as a result of the termination of the Business Combination Agreement or otherwise, MEOA is unable to complete the Business Combination or another initial business combination transaction by November 30, 2022, the Current Charter provides that it will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) business days thereafter, redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to MEOA to pay its taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish the Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of MEOA’s remaining stockholders and the Board, dissolve and liquidate, subject in each case to MEOA’s obligations under the DGCL to provide for claims of creditors and the requirements of other applicable law. If we do not consummate an initial business combination by November 30, 2022, we will cease all operations except for the purpose of winding up and redeem our Public Shares and liquidate the Trust Account, in which case our Public Stockholders may only receive approximately $[●] per share and our warrants will expire worthless.

MEOA expects that the amount of any distribution its Public Stockholders will be entitled to receive upon its dissolution will be approximately the same as the amount they would have received if they had redeemed their shares in connection with the Business Combination, subject in each case to MEOA’s obligations under the DGCL to provide for claims of creditors and other requirements of applicable law. If we do not consummate an initial business combination by November 30, 2022, as such date may be extended, our warrants will expire worthless. Holders of Founder Shares have waived any right to any liquidating distribution with respect to those shares.

For a description of the conditions to the completion of the Business Combination, see the section titled “Business Combination Proposal — The Business Combination Agreement — Conditions to Closing of the Business Combination.”

If on the Record Date your shares were held, not in your name, but rather in an account at a brokerage firm, bank, dealer or other similar organization, then you are the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by that organization. As a beneficial owner, you have the right to direct your broker or other agent on how to vote the shares in your account. You are also invited to attend the Special Meeting online. However, since you are not the stockholder of record, you may not vote your shares online at the Special Meeting unless you first request and obtain a valid legal proxy from your broker or other agent. You must then e-mail a copy (a legible photograph is sufficient) of your legal proxy to Continental Stock Transfer & Trust Company at proxy@continentalstock.com. Beneficial owners who e-mail a valid legal proxy will be issued a 12-digit meeting control number that will allow them to register to attend and participate in the Special Meeting. Beneficial owners who wish to attend the special meeting online should contact Continental no later than 72 hours prior to the Special Meeting to obtain this information.

You can pre-register to attend the Special Meeting online starting [●], 2022 (4 days prior to the Special Meeting). Enter the URL address into your browser, and enter your 12-digit meeting control number, name and email address. Once you pre-register you can vote or enter questions in the chat box. Prior to or at the start of the Special Meeting you will need to re-log in using your 12-digit meeting control number and will also be prompted to enter your 12-digit meeting control number if you vote online during the Special Meeting. MEOA recommends that you log in at least 15 minutes before the Special Meeting to ensure you are logged in when the Special Meeting starts.

If your shares are held in “street name,” you may attend the Special Meeting. You will need to contact Continental at the number or email address above, to receive a 12-digit meeting control number and gain access to the Special Meeting or otherwise contact your broker, bank, or other nominee as soon as possible, to do so. Please allow up to 72 hours prior to the Special Meeting for processing your 12-digit meeting control number.

If you do not have Internet capabilities, you can listen only to the Special Meeting by dialing [●] (within the United States and Canada) (toll-free) or [●] (outside of the United States and Canada) (standard rates apply), and when prompted, the passcode for telephone access is [●]. This is listen only and you will not be able to vote or enter questions during the Special Meeting.

In order to exercise your redemption rights, you must properly demand redemption and deliver your Public Shares (either physically or electronically) to our transfer agent at least two (2) business days prior to the Special Meeting. See “— How do I exercise my redemption rights” above.

If your shares are held in “street name” by your broker, bank or another nominee as of the close of business on the Record Date, you must follow the instructions of your broker, bank or other nominee to revoke or change your voting instructions.

You may also contact our proxy solicitor at:

Advantage Proxy, Inc.
P.O. Box 13581
Des Moines, WA 98198
Attn: Karen Smith
Toll Free: (877) 870-8565
Collect: (206) 870-8565

Email: ksmith@advantageproxy.com

To obtain timely delivery, MEOA stockholders must request the materials no later than five (5) business days prior to the Special Meeting.

You may also obtain additional information about MEOA from documents filed with the SEC by following the instructions in the section titled “Where You Can Find More Information.”

If you intend to seek redemption of your Public Shares, you will need to send a letter demanding redemption and deliver your stock (either physically or electronically) to MEOA’s transfer agent prior to the Special Meeting in accordance with the procedures detailed under the question “— How do I exercise my redemption rights”. If you have questions regarding the certification of your position or delivery of your stock, please contact:

Continental Stock Transfer & Trust Company
One State Street Plaza, 30th Floor
New York, New York 10004
Attn:
E-mail:

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/prospectus, including matters addressed in the section titled “Cautionary Note Regarding Forward-Looking Statements,” before deciding how to vote your shares of MEOA Common Stock. 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 $113,393,000 as of July 31, 2022. 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. 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 Digerati was forced to cease its business and operations, you would lose your investment in the company.

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 prospectus, are prepared assuming that we 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 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 the Company.

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 Federal Communications Commission (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

In connection with the Closing of the Business Combination, Digerati will issue a substantial number of shares of New Digerati Common Stock which will dilute Digerati’s existing shareholders.

Prior to the Closing of the Business Combination, Digerati will issue: (i) 2,763,051 shares of New Digerati Common Stock to convert all of the issued and outstanding shares of Digerati’s convertible preferred stock; (ii) 1,530,196 shares of New Digerati Common Stock in connection with all of the Digerati Options and Digerati Warrants (including 1,356,725 shares of New Digerati Common Stock to be issued to Post Road or its affiliates) being exercised; (iii) 65,030 shares of New Digerati Common Stock to the minority shareholders of T3 Communications, Inc., a Nevada entity that is a majority-owned subsidiary of Digerati; and (iv) 372,913 shares of New Digerati Common Stock to Maxim in connection with the financial advisory services that it has provided to Digerati in connection with the Business Combination.

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:

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 Mr. 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 become 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/prospectus 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/prospectus.

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 interests may have influenced the MEOA Board in making its recommendation that MEOA stockholders vote in favor of the approval of the Business Combination Proposal and the other proposals described in this proxy statement/prospectus.

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.

MEOA will be forced to liquidate the Trust Account if it cannot consummate a business combination by November 30, 2022.

If MEOA is unable to complete a business combination by November 30, 2022 and is forced to liquidate, the per share liquidation distribution will be $[●]. 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.

You must tender your shares of Common Stock in order to validly seek redemption at the Meeting.

In connection with tendering your Public shares for redemption, you must elect either to physically tender your share certificates to Continental or to deliver your Common Stock to Continental electronically using DTC’s DWAC (Deposit/Withdrawal At Custodian) System, in each case at least two business days before the Meeting. The requirement for physical or electronic delivery ensures that a redeeming holder’s election to redeem is irrevocable once the Business Combination is consummated. Any failure to observe these procedures will result in your loss of redemption rights in connection with the vote on the Business Combination.

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.

If third parties bring claims against MEOA, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received by MEOA’s stockholders may be less than $[●] per share.

MEOA’s placing of funds in the Trust Account may not protect those funds from third-party claims against MEOA. Although MEOA has received from many of the vendors, service providers (other than certain of its service providers, including, for example, its independent registered public accounting firm), prospective target businesses, and other entities with which it does business executed agreements waiving right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of the Public Stockholders, such parties may still bring claims against the Trust Account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against MEOA’s assets, including the funds held in the Trust Account. If any third party refuses to execute an agreement waiving such claims to the monies held in the Trust Account, MEOA’s management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such third party’s engagement would be significantly more beneficial to it than any alternative.

Examples of possible instances where MEOA may engage a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with MEOA and will not seek recourse against the Trust Account for any reason. Upon redemption of MEOA’s Public Shares, if it is unable to complete its initial business combination within the prescribed timeframe, or upon the exercise of a redemption right in connection with MEOA’s initial business combination, MEOA will be required to provide for payment of claims of creditors that were not waived that may be brought against it within the ten (10) years following redemption. Accordingly, the per-share redemption amount received by the Public Stockholders could be less than the $[●] per share initially held in the Trust Account, due to claims of such creditors.

Pursuant to the letter agreement, the Sponsor has agreed that it will be liable to MEOA if and to the extent any claims by a third party for services rendered or products sold to it, or a prospective target business with which MEOA has entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of: (i) $[●] per Public Share; and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $[●] per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under MEOA’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. However, MEOA has not asked the Sponsor to reserve for such indemnification obligations, nor has it independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believes that the Sponsor’s only assets are securities of MEOA. Therefore, MEOA cannot assure you that the Sponsor would be able to satisfy those obligations. None of MEOA’s officers or directors will indemnify MEOA for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

MEOA’s stockholders may be held liable for claims by third parties against MEOA to the extent of distributions received by them upon redemption of their shares.

Under the DGCL, stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received by them in a dissolution. The pro rata portion of the Trust Account distributed to MEOA’s Public Stockholders upon the redemption of MEOA’s Public Shares in the event that it does not complete its initial business combination within 12 months from the closing of the IPO (or 21 months from the closing, if it extends the period of time to consummate a business combination) may be considered a liquidating distribution under Delaware law. If a corporation complies with certain procedures set forth in Section 280 of the DGCL intended to ensure that it makes reasonable provision for all claims against it, including a 60-day notice period during which any third-party claims can be brought against the corporation, a 90-day period during which the corporation may reject any claims brought, and an additional 150-day waiting period before any liquidating distributions are made to stockholders, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would be barred after the third anniversary of the dissolution. However, it is MEOA’s intention to redeem its Public Shares as soon as reasonably possible following the 12^th month from the closing of the IPO (or the 21^st month from the closing of the IPO if it extends the period of time to consummate a business combination) in the event it does not complete its initial business combination and, therefore, MEOA do not intend to comply with the foregoing procedures.

Because MEOA will not be complying with Section 280, Section 281(b) of the DGCL requires it to adopt a plan, based on facts known to it at such time that will provide for MEOA’s payment of all existing and pending claims or claims that may be potentially brought against it within the 10 years following its dissolution. However, because MEOA is a blank check company, rather than an operating company, and its operations will be limited to searching for prospective target businesses to acquire, the only likely claims to arise would be from MEOA’s vendors (such as lawyers, investment bankers, etc.) or prospective target businesses. If MEOA’s plan of distribution complies with Section 281(b) of the DGCL, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would likely be barred after the third anniversary of the dissolution. MEOA cannot assure you that it will properly assess all claims that may be potentially brought against it. As such, MEOA’s stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of MEOA’s stockholders may extend beyond the third anniversary of such date. Furthermore, if the pro rata portion of the Trust Account distributed to MEOA’s Public Stockholders upon the redemption of its Public Shares in the event MEOA does not complete its initial business combination within 12 months from the closing of the IPO (or 21 months from the closing, if it extends the period of time to consummate a business combination) is not considered a liquidating distribution under Delaware law and such redemption distribution is deemed to be unlawful, then pursuant to Section 174 of the DGCL, the statute of limitations for claims of creditors could then be six years after the unlawful redemption distribution, instead of three years, as in the case of a liquidating distribution.

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:

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 MEOA, whether or not resolved in MEOA’s favor, could result in substantial costs and divert MEOA’s management’s attention from other business concerns, which could adversely affect MEOA’s business and cash resources and the ultimate value MEOA’s stockholders receive as a result of the Business Combination.

Since the Sponsor, and MEOA’s officers and directors, will lose their entire investment in MEOA if its initial business combination is not completed, a conflict of interest may arise in determining whether a particular business combination target is appropriate for MEOA’s initial business combination.

On April 21, 2021, the Sponsor purchased an aggregate of 2,875,000 Founder shares for an aggregate purchase price of $25,000, or approximately $0.009 per share. In August 2021, MEOA effected a stock dividend, resulting in the Sponsor holding an aggregate of 3,162,500 Founder Shares. If unrestricted and freely tradeable, the 3,162,500 Founder Shares would be valued at approximately $32.5 million, based on the closing price of Class A Common Stock on November 23, 2022. The Founder Shares will be worthless if MEOA does not complete an initial business combination prior to November 30, 2022. In addition, the Sponsor has purchased an aggregate of 5,395,000 Private Placement Warrants at a price of $1.00 per warrant, for an aggregate purchase price of $5,395,000 that will also be worthless if MEOA does not complete an initial business combination. Holders of Founder Shares have agreed (A) to vote any shares owned by them in favor of any proposed initial business combination and (B) not to redeem any Founder Shares in connection with a stockholder vote to approve a proposed initial business combination or in connection with a tender offer. In addition, MEOA may obtain loans from the Sponsor, affiliates of the Sponsor or an officer or director. The personal and financial interests of MEOA’s officers and directors may influence their motivation in identifying and selecting a business combination target, completing an initial business combination and influencing the operation of the combined company resulting from the Business Combination. If MEOA is liquidated without completing an initial business combination, out-of-pocket expenses advanced by the Sponsor or its affiliates and loans made by the Sponsor or its affiliates to MEOA would not be repaid to the extent such amounts exceed cash held by MEOA outside of the Trust Account (which such expenses and loans, including the Extension Loan, as of [●], amounted to approximately $[●] million).

MEOA is requiring stockholders who wish to redeem their Public Shares in connection with a proposed business combination to comply with specific requirements for redemption that may make it more difficult for them to exercise their redemption rights prior to the deadline for exercising their rights.

MEOA is requiring stockholders who wish to redeem their Common Stock to either tender their certificates to Continental or to deliver their shares to Continental electronically using the DTC’s DWAC (Deposit/Withdrawal At Custodian) system in each case at least two business days before the Meeting. In order to obtain a physical certificate, a stockholder’s broker and/or clearing broker, DTC and Continental will need to act to facilitate this request. It is MEOA’s understanding that stockholders should generally allot at least two weeks to obtain physical certificates from Continental. However, because MEOA does not have any control over this process or over the brokers or DTC, it may take significantly longer than two weeks to obtain a physical stock certificate. While MEOA has been advised that it takes a short time to deliver shares through the DWAC System, it cannot assure you of this fact. Accordingly, if it takes longer than MEOA anticipates for stockholders to deliver their Common Stock, stockholders who wish to redeem may be unable to meet the deadline for exercising their redemption rights and thus may be unable to redeem their Common Stock.

MEOA will require its Public Stockholders who wish to redeem their Public Shares in connection with the Business Combination to comply with specific requirements for redemption described above, such redeeming stockholders may be unable to sell their Public Shares when they wish to in the event that the Business Combination is not consummated.

If MEOA requires Public Stockholders who wish to redeem their Public Shares in connection with the proposed Business Combination to comply with specific requirements for redemption as described above and the Business Combination is not consummated, MEOA will promptly return such certificates to its Public Stockholders. Accordingly, investors who attempted to redeem their Public Shares in such a circumstance will be unable to sell their securities after the failed acquisition until MEOA has returned their securities to them. The market price for shares of MEOA Common Stock may decline during this time and you may not be able to sell your securities when you wish to, even while other stockholders that did not seek redemption may be able to sell their securities.

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.

During the 3-month period beginning on August 02, 2022 and ending on October 26, 2022, redemption percentages have averaged approximately 84.4% for SPAC transactions that have closed during such period. If the number of redemptions in connection with the Business Combination exceed the recent average redemption percentages, 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 in excess of the recent average redemption percentages. 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.

The grant of registration rights to MEOA’s Initial Stockholders may make it more difficult to complete its initial business combination, and the future exercise of such rights may adversely affect the market price of Class A Common Stock.

Pursuant to an agreement entered into concurrently with the IPO, MEOA’s Initial Stockholders and their permitted transferees can demand that MEOA register the Private Placement Warrants and the shares of Class A Common Stock issuable upon conversion of the Founder Shares and exercise of the Private Placement Warrants held by them. MEOA will bear the cost of registering these securities. The registration and availability of such a significant number of securities for trading in the public market may have an adverse effect on the market price of Class A Common Stock. In addition, the existence of the registration rights may make MEOA’s initial business combination more costly or difficult to conclude. This is because the stockholders of the target business may increase the equity stake they seek in the combined entity or ask for more cash consideration to offset the negative impact on the market price of Class A Common Stock that is expected when the securities owned by MEOA’s initial stockholders or their respective permitted transferees are registered.

MEOA’s Sponsor, directors, and officers may have certain conflicts in determining to recommend the acquisition of Digerati, since certain of their interests, and certain interests of their affiliates and associates, are different from, or in addition to, your interests as a stockholder.

MEOA’s management and directors have interests in and arising from the Business Combination that are different from, or in addition to, your interests as a stockholder, which could result in a real or perceived conflict of interest. These interests include the fact that Founder Shares and Private Placement Warrants owned by the Sponsor, would become worthless if the Business Combination Proposal is not approved and MEOA otherwise fails to consummate a business combination prior to November 30, 2022.

The Sponsor and its affiliates have diverse business interests, which we and our Sponsor believe improved the volume and quality of opportunities that were available to MEOA. However, it also creates potential conflicts and the need to allocate investment opportunities across multiple entities. In order to provide our Sponsor with the flexibility to evaluate opportunities across these platforms, our Current Charter provides that MEOA renounce its interest in any business combination opportunity offered to any of our directors or officers unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of MEOA, is an opportunity that we are legally permitted to undertake, would be reasonable for MEOA to pursue, and the director or officer is permitted to refer the opportunity to us without violating any legal obligation. This waiver allows our Sponsor and its affiliates to allocate opportunities based on a combination of the objectives and fundraising needs of the target, as well as the investment objectives of the entity. We do not believe that the waiver of the corporate opportunities doctrine otherwise had a material impact on our search for an acquisition target.

MEOA’s Sponsor, directors, officers and advisors have interests in the Business Combination which may be different from or in addition to (and which may conflict with) the interests of its stockholders.

MEOA’s Sponsor, officers and directors and their respective affiliates and associates have interests in and arising from the Business Combination that are different from, or in addition to, (and which may conflict with) the interests of the Public Stockholders and warrant holders, which could result in a real or perceived conflict of interest. These interests include, among other things, the interests listed below:

See “Business Combination Proposal — Interests of MEOA’s Directors and Executive Officers in the Business Combination” for additional information on interests of MEOA’s directors and executive officers.

These financial interests of the Sponsor as well as MEOA’s directors and officers may have influenced their motivation in identifying and selecting Digerati as a business combination target, and their decision to approve the Business Combination. In considering the recommendations of the Board to vote for the Proposals, its stockholders should consider these interests.

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. 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 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 the Company 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 would not receive either fee if the Business Combination did not occur, investors should be aware of the potential conflicts of interest owing to Maxim’s multiple roles in the Business Combination transaction.

MEOA and Digerati have incurred and expect 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 expect to incur significant costs associated with the Business Combination. Whether or not the Business Combination is completed, MEOA expects to incur approximately $[●] million in expenses excluding 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.

The ability of the Public Stockholders to exercise redemption rights with respect to a large number of shares of Common Stock could increase the probability that the Business Combination will be unsuccessful and that the Public Stockholders will have to wait for liquidation in order to redeem their Public Shares.

The probability that the Business Combination will be unsuccessful is increased if a large number of the Public Shares are tendered for redemption. If the Business Combination is unsuccessful, the Public Stockholders will not receive their pro rata portion of the Trust Account until the Trust Account is liquidated. If the Public Stockholders are in need of immediate liquidity, they could attempt to sell their Public Shares in the open market; however, at such time, the Class A Common Stock may trade at a discount to the pro rata per share amount in the Trust Account. In either situation, the Public Stockholders may suffer a material loss on their investment or lose the benefit of funds expected in connection with the redemption until MEOA is liquidated or the Public Stockholders are able to sell their Public Shares in the open market.

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.

If a significant number of Public Shares are redeemed, 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 your ability to sell your shares in the market could be adversely affected. Although we have applied to list the New Digerati Common Stock on Nasdaq, Nasdaq may not list the New Digerati Common Stock on its exchange, which could limit the ability of investors to effect transactions in the securities of New Digerati and subject New Digerati to additional trading restrictions.

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 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, we expect that New Digerati’s securities could be quoted on an over-the-counter market. If this were to occur, New Digerati could face significant material adverse consequences, including:

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

MEOA 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/prospectus 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, MEOA has the discretion to complete the Business Combination without seeking further stockholder approval.

MEOA’s stockholders will experience immediate dilution as a consequence of, among other transactions, the issuance of Common Stock as consideration in the Business Combination. Having a minority share position may reduce the influence that MEOA’s current stockholders have on the management of MEOA.

Under the “no redemptions” scenario, upon completion of the Business Combination, MEOA’s Public Stockholders would retain an ownership interest of approximately 55.4% of the issued and outstanding shares of New Digerati Common Stock, the Sponsor, as the sole holder of Founder Shares, would retain an ownership interest of approximately 13.8% 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 financial advisory services to Digerati in connection with the Business Combination) would own approximately 30.1% of the issued and outstanding shares of New Digerati Common Stock.

Under the “50% redemptions” scenario, upon completion of the Business Combination, MEOA’s Public Stockholders would retain an ownership interest of approximately 38.3% of the issued and outstanding shares of New Digerati Common Stock, the Sponsor would retain an ownership interest of approximately 19.2% 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 financial advisory services to Digerati in connection with the Business Combination) would own approximately 41.6% of the issued and outstanding shares of New Digerati Common Stock.

Under the “maximum redemptions” scenario, upon completion of the Business Combination, MEOA’s Public Stockholders would own no shares of New Digerati Common Stock, the Sponsor (after giving effect to the forfeiture of 1,391,500 Founder Shares) would retain an ownership interest of approximately 20.1% of the issued and outstanding shares of New Digerati Common Stock, and the holders of Digerati Common Stock immediately prior to the completion of the Business Combination (including holders of Digerati Common Stock (including Maxim with respect to the shares issued to it as partial consideration for its financial advisory services to Digerati in connection with the Business Combination) would own approximately 78.1% of the issued and outstanding shares of New Digerati Common Stock.

For the “no redemptions” scenario, the ownership percentages presented above assume that none of MEOA’s public stockholders will exercise their redemption rights upon the consummation of the Business Combination. For the “50% redemptions” scenario, the ownership percentages presented above assume that MEOA Public Stockholders holding approximately 6,325,000 shares of Class A Common Stock will exercise their redemption rights upon the consummation of the Business Combination. For the “maximum redemptions” scenario, the ownership percentages presented above assume that MEOA Public Stockholders holding approximately 12,650,000 shares of Class A Common Stock will exercise their redemption rights upon the consummation of the Business Combination. If the actual facts are different from these assumptions, the percentage ownership retained by the MEOA stockholders will be different. See “Share Calculations and Ownership Percentages” and “Unaudited Pro Forma Condensed Combined Financial Information” for further information about the calculations above.

Public Stockholders who redeem their Common Stock may continue to hold any Public Warrants that they own, which will result in additional dilution to non-redeeming Public Stockholders upon exercise of such Public Warrants or Private Placement Warrants, as applicable.

Public Stockholders who redeem their Common Stock may continue to hold any Public Warrants they owned prior to redemption, which will result in additional dilution to non-redeeming holders upon exercise of such Public Warrants. Assuming (i) all redeeming Public Stockholders acquired Units in the IPO and continue to hold the Public Warrants that were included in the Units, and (ii) maximum redemption of Common Stock held by the redeeming Public Stockholders, 12,650,000 Public Warrants would be retained by redeeming Public Stockholders with a value of approximately $[●] based on the market price of $[●] per warrant based on the closing price of the Public Warrants on Nasdaq on [●], 2022. As a result of the redemption, the redeeming Public Stockholders would recoup their entire investment and continue to hold Public Warrants with an aggregate market value of approximately $[●], while non-redeeming Public Stockholders would suffer additional dilution in their percentage ownership and voting interest of New Digerati upon exercise of the Public Warrants held by redeeming Public Stockholders or upon exercise of the Private Placement Warrants.

Even if we consummate the Business Combination, there can be no assurance that the 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 as such, the warrants may expire worthless.

Our warrants are accounted for as derivative liabilities and are recorded at fair value upon issuance with changes in fair value each period reported in earnings, which may have an adverse effect on the market price of our securities or may make it more difficult for us to consummate the proposed Business Combination.

We have 18,677,500 warrants outstanding (comprised of 12,650,000 Public Warrants as part of the Units offered in the Initial Public Offering and 6,027,500 Private Placement Warrants). We account for both the Public Warrants and the Private Placement Warrants as a warrant liability. At each reporting period (1) the accounting treatment of the warrants will be re-evaluated for proper accounting treatment as a liability or equity and (2) the fair value of the liability of the Public Warrants and Private Placement Warrants will be remeasured and the change in the fair value of the liability will be recorded as other income (expense) in our income statement. The impact of changes in fair value on earnings may have an adverse effect on the market price of our common stock, which may make it more difficult for us to consummate the proposed Business Combination.

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.

Subsequent to the Closing, MEOA may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on its financial condition, results of operations and stock price, which could cause you to lose some or all of your investment.

Although MEOA has conducted due diligence on Digerati, MEOA cannot assure you that this diligence revealed all material issues that may be present in Digerati’s business, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of MEOA’s and Digerati’s control will not later arise. As a result, MEOA may be forced to later write-down or write-off assets, restructure its operations, or incur impairment or other charges that could result in losses. 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 MEOA’s preliminary risk analysis. Even though these charges may be non-cash items and may not have an immediate impact on MEOA’s liquidity, the fact that MEOA reports charges of this nature could contribute to negative market perceptions about New Digerati’s or MEOA’s securities. In addition, charges of this nature may cause MEOA to be unable to obtain future financing on favorable terms or at all. Accordingly, any MEOA stockholder who chooses to remain a stockholder of New Digerati following the Business Combination could suffer a reduction in the value of their shares. Such stockholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by MEOA’s officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy solicitation relating to the Business Combination contained an actionable material misstatement or material omission.

MEOA’s actual financial position and results of operations may differ materially from the unaudited pro forma condensed combined financial information included in this proxy statement/prospectus and may not be indicative of what MEOA’s actual financial position or results of operations would have been.

The unaudited pro forma condensed combined financial information in this proxy statement/prospectus is presented for illustrative purposes only and is not necessarily indicative of what MEOA’s actual financial position or results of operations would have been had the Business Combination been completed on the dates indicated. See the section titled “Unaudited Pro Forma Condensed Combined Financial Information” for more information.

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 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 Meeting to a later date or dates if, at the 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 Meeting to a later date and, therefore, the Business Combination would not be completed.

There are risks to MEOA stockholders who are not affiliates of the Sponsor of becoming stockholders of New Digerati through the Business Combination rather than acquiring securities of New Digerati directly in an underwritten public offering, including no independent due diligence review by an underwriter and conflicts of interest of the Sponsor.

Because there is no independent third-party underwriter involved in the Business Combination or the issuance of shares of New Digerati Common Stock, investors will not receive the benefit of any outside independent review of MEOA’s and Digerati’s respective finances and operations. Underwritten public offerings of securities conducted by a licensed broker-dealer are subjected to a due diligence review by the underwriter or dealer manager to satisfy statutory duties under the Securities Act, the rules of Financial Industry Regulatory Authority, Inc. (“FINRA”) and the national securities exchange where such securities are listed. Additionally, underwriters or dealer-managers conducting such public offerings are subject to liability for any material misstatements or omissions in a registration statement filed in connection with the public offering. As no such review will be conducted in connection with the Business Combination, MEOA stockholders must rely on the information in this proxy statement/prospectus 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. Although MEOA performed a due diligence review and investigation of Digerati in connection with the Business Combination, MEOA and its Initial Stockholders, including the Sponsor, have different incentives and objectives in the Business Combination than would an underwriter in a traditional initial public offering. The lack of an independent due diligence review and investigation may increase the risk of an investment in New Digerati because it may not have uncovered facts that would be important to a potential investor.

If New Digerati became a public company through an underwritten public offering, the underwriters would be subject to liability under Section 11 of the Securities Act for material misstatements and omissions in the initial public offering registration statement. In general, an underwriter is able to avoid liability under Section 11 if it can prove that, it “had, after reasonable investigation, reasonable ground to believe and did believe, at the time . . . the registration statement became effective, that the statements therein (other than the audited financial statements) were true and that there was no omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading.” In order to fulfill its duty to conduct a “reasonable investigation,” an underwriter will conduct a significant amount of due diligence on its own. The amount of due diligence conducted by MEOA and its advisors in connection with the Business Combination may not be as comprehensive and robust as would have been undertaken by an underwriter in connection with an initial public offering of New Digerati. Accordingly, it is possible that defects in New Digerati’s business or problems with New Digerati’s management that would have been discovered if New Digerati conducted an underwritten public offering will not be discovered in connection with the Business Combination, which could adversely affect the market price of the New Digerati Common Stock following the Closing.

Further, because there are no underwriters engaged in connection with the Business Combination, prior to the opening of trading on Nasdaq on the trading day immediately following the Closing, there will be no 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 on Nasdaq. Therefore, buy and sell orders submitted prior to and at the opening of initial post-closing trading of the New Digerati Common Stock on Nasdaq 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 shares of New Digerati Common Stock or helping to stabilize, maintain or affect the public price of the New Digerati Common Stock following the Closing. Moreover, New Digerati will not engage in, and has not and will not, directly or indirectly, request the financial advisors to engage in, any special selling efforts or stabilization or price support activities in connection with the New Digerati Common Stock that will be outstanding immediately following the Closing. All of these differences from an underwritten public offering of New Digerati’s securities could result in a more volatile price for the New Digerati Common Stock.

In addition, because New Digerati will not become a public reporting company by means of a traditional underwritten initial public offering, securities or industry analysts may not provide, or may be less likely to provide, coverage of New Digerati. Investment banks may also be less likely to agree to underwrite securities offerings on behalf of New Digerati Company than they might if New Digerati became a public reporting company by means of a traditional underwritten initial public offering, because they may be less familiar with New Digerati as a result of more limited coverage by analysts and the media. For example, MEOA and Digerati will not conduct a traditional “roadshow” with underwriters prior to the opening of initial post-closing trading of the New Digerati Common Stock on Nasdaq. There can be no guarantee that any information made available in this proxy statement/prospectus and/or otherwise disclosed or filed with the SEC will have the same impact on investor education as a traditional “roadshow” conducted in connection with an underwritten initial public offering. The failure to receive research coverage or support in the market for New Digerati’s Common Stock could have an adverse effect on New Digerati’s ability to develop an efficient, liquid market for the New Digerati Common Stock and could result in more price volatility.

If the Merger does not qualify as a reorganization under Section 368(a) of the Code, Digerati Equityholders 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, Digerati Equityholders generally would recognize taxable gain or loss on their receipt of New Digerati Common Stock in connection with the Merger.

We are not registering the shares of Class A Common Stock issuable upon exercise of the warrants under the Securities Act or any state securities laws at this time, and such registration may not be in place when an investor desires to exercise warrants, thus precluding such investor from being able to exercise its warrants except on a cashless basis. If the issuance of the shares upon exercise of warrants is not registered, qualified or exempt from registration or qualification, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless.

We are not registering the shares of common stock issuable upon exercise of the warrants under the Securities Act or any state securities laws at this time. However, under the terms of the warrant agreement, we have agreed that as soon as practicable, but in no event later than fifteen (15) business days after the closing of our initial business combination, we will use our best efforts to file with the SEC a registration statement for the registration under the Securities Act of the shares of common stock issuable upon exercise of the warrants and thereafter will use our best efforts to cause the same to become effective within sixty (60) business days following our initial business combination and to maintain a current prospectus relating to the shares of common stock issuable upon exercise of the warrants, until the expiration of the warrants in accordance with the provisions of the warrant agreement. We cannot assure you that we will be able to do so if, for example, any facts or events arise which represent a fundamental change in the information set forth in the registration statement or prospectus, the financial statements contained or incorporated by reference therein are not current or correct or the SEC issues a stop order. If the shares issuable upon exercise of the warrants are not registered under the Securities Act, we will be required to permit holders to exercise their warrants on a cashless basis. However, no warrant will be exercisable for cash or on a cashless basis, and we will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. In no event will we be required to net cash settle any warrant, or issue securities or other compensation in exchange for the warrants in the event that we are unable to register or qualify the shares underlying the warrants under applicable state securities laws and there is no exemption available. If the issuance of the shares upon exercise of the warrants is not so registered or qualified or exempt from registration or qualification, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In such event, holders who acquired their warrants as part of a purchase of Units will have paid the full Unit purchase price solely for the shares of common stock included in the Units. If and when the warrants become redeemable by us, we may not exercise our redemption right if the issuance of shares of common stock upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or we are unable to effect such registration or qualification. We will use our best efforts to register or qualify such shares of common stock under the blue sky laws of the state of residence in those states in which the warrants were offered by us in our Initial Public Offering. However, there may be instances in which holders of our Public Warrants may be unable to exercise such Public Warrants but holders of our Private Placement Warrants may be able to exercise such Private Placement Warrants.

A new 1% U.S. federal excise tax could be imposed on us in connection with redemptions.

On August 16, 2022, the IRA was signed into federal law. The IRA provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases (including redemptions) of stock by publicly traded U.S. corporations and certain U.S. subsidiaries of publicly traded non-U.S. corporations. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of Treasury has been given authority to provide regulations and other guidance to carry out, and prevent the abuse or avoidance of the excise tax. The IRA applies only to repurchases that occur after December 31, 2022.

If the Business Combination is completed on or before December 31, 2022, MEOA would not be subject to the excise tax as a result of shareholders exercising their redemption rights. However, if the Business Combination occurs after December 31, 2022, any redemption or other repurchase that occurs in connection with the Business Combination may be subject to the excise tax. Whether and to what extent we would be subject to the excise tax would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, (ii) the fair market value of New Digerati Common Stock issued in connection with the Business Combination, (iii) the nature and amount of any equity issuances within the same taxable year of the Business Combination, and (iv) the content of regulations and other guidance from the U.S. Department of the Treasury. In addition, because the excise tax would be payable by MEOA, and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined.

The majority member of our sponsor is Sphere 3D Corp., an Ontario, Canada corporation that is publicly traded on the Nasdaq Capital Market under the trading symbol “ANY”. As a result of this relationship with a non-US entity, it is possible that any proposed business combination may be subject to review by U.S. governmental authorities, which could delay or prevent the consummation of an initial business combination, thereby leading to the liquidation of our company.

Although our sponsor is a Delaware limited liability company, the majority member of our sponsor is Sphere 3D Corp., an Ontario, Canada corporation that is publicly traded on the Nasdaq Capital Market under the trading symbol “ANY”. Due to the fact that our sponsor is controlled by a non-US person, it is possible that we will not be able to complete an initial busines combination with a U.S. target company in the event that the transaction is subject to review by a U.S. governmental entity, such as the Committee on Foreign Investment in the United States, or such transaction may ultimately be prohibited. As a result, the pool of potential target companies with which we could complete an initial business combination may be limited. Further, if any proposed initial business combination is subject to review by a U.S. governmental entity, the time necessary to conduct such review, or a decision to prohibit the proposed transaction, could prevent us from completing an initial business combination prior to the expiration of the business combination period (as it may be extended), thereby forcing us to liquidate. In such case, our public stockholders may only receive $10.15 per share, or less in certain circumstances, and our warrants will expire worthless.

SPECIAL MEETING OF MEOA

General

MEOA is furnishing this proxy statement/prospectus to MEOA’s stockholders as part of the solicitation of proxies by the Board for use at the Special Meeting of MEOA to be held on [●], 2022, and at any adjournment thereof. This proxy statement/prospectus is first being furnished to MEOA’s stockholders on or about [●], 2022 in connection with the vote on the proposals described in this proxy statement/prospectus. This proxy statement/prospectus provides MEOA’s stockholders with information they need to know to be able to vote or instruct their vote to be cast at the Special Meeting.

Date, Time and Place

The Special Meeting will be held virtually on [●], 2022, at [●] a.m., Eastern Time, at https://www.cstproxy.com/[●]. MEOA stockholders may attend, vote and examine the list of MEOA stockholders entitled to vote at the Special Meeting by visiting https://www.cstproxy.com/[●] and entering the control number found on their proxy card, voting instruction form or notice they previously received. The Special Meeting will be held in a virtual meeting format only. You will not be able to attend the Special Meeting physically.

Purpose of the MEOA Special Meeting

At the Special Meeting, MEOA is asking stockholders to consider and vote upon the following Proposals:

Advisory Charter Proposal A — to change the corporate name of New Digerati to “Digerati Holdings, Inc.”;

Advisory Charter Proposal B —  to reclassify MEOA’s existing 100,000,000 authorized shares of Class A Common Stock into 100,000,000 authorized shares of common stock (after giving effect to the conversion of each outstanding share of Class B Common Stock to Class A Common Stock under the terms of the Current Charter);

Advisory Charter Proposal C — to divide the New Digerati board of directors into three classes with staggered three-year terms, rather than two classes with staggered two-year terms;

Advisory Charter Proposal D — to provide that the removal of any director be only for cause and only by the affirmative vote of holders of at least 662∕3% of New Digerati’s then outstanding shares entitled to vote at an election of directors, rather than a simple majority;

Advisory Charter Proposal E — to make New Digerati’s corporate existence perpetual as opposed to MEOA’s corporate existence, which is required to be dissolved and liquidated twelve (12) months following the closing of its initial public offering (as such period may be extended), and to remove from the Proposed Charter the various provisions applicable only to blank check companies.

Recommendation of the Board

The Board believes that the Business Combination Proposal and the other proposals to be presented at the Special Meeting of MEOA are in the best interest of MEOA and its stockholders and unanimously recommends that its stockholders vote “FOR” the Business Combination Proposal, “FOR” the Charter Amendment Proposal, “FOR” each of the Advisory Charter Amendment Proposals, “FOR” the Nasdaq Stock Issuance Proposal, “FOR” the Director Election Proposal, “FOR” the Equity Incentive Plan Proposal, “FOR” the NTA Proposal, and “FOR” the Adjournment Proposal, in each case, if presented to the Special Meeting.

The existence of financial and personal interests of one or more of MEOA’s directors may result in a conflict of interest on the part of such director(s) between what she, he or they may believe is in the best interests of MEOA and its stockholders and what she, he or they may believe is best for herself, himself or themselves in determining to recommend that stockholders vote for the proposals. In addition, MEOA’s officers have interests in the Business Combination that may conflict with your interests as a stockholder. See the section entitled “Business Combination Proposal — Interests of MEOA’s Directors and Executive Officers in the Business Combination” for a further discussion of these considerations.

Record Date; Who is Entitled to Vote

Stockholders will be entitled to vote or direct votes to be cast at the Special Meeting if they owned MEOA Common Stock at the close of business on [●], 2022, the Record Date. Stockholders will have one (1) vote for each share of MEOA Common Stock owned at the close of business on the Record Date. 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.

Quorum

A quorum of MEOA stockholders is necessary to hold a valid meeting. A quorum will be present at the Special Meeting if a majority of the voting power of all outstanding shares of MEOA Common Stock entitled to vote at the meeting are represented in person (which would include presence at a virtual meeting) or by proxy. As of the Record Date, there were 12,808,125 shares of Class A Common Stock and 3,162,500 shares of Class B Common Stock outstanding; therefore, a total of [●] shares of MEOA Common Stock must be represented at the Special Meeting in order to constitute a quorum. As of the Record Date, the Sponsor holds approximately [●]% of the issued and outstanding shares of MEOA Common Stock.

Abstentions and Broker Non-Votes

Proxies that are marked “abstain” and proxies relating to “street name” shares that are returned to MEOA 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, while considered present for the purposes of establishing a quorum, will not count as votes cast at the Special Meeting, and otherwise will have no effect on a particular proposal. If a stockholder does not give the broker voting instructions, under applicable self-regulatory organization rules, its broker may not vote its shares on “non-routine” proposals, such as the Business Combination Proposal or any of the other Condition Precedent Proposals. As a result, if you do not provide voting instructions, a broker “non-vote” will be deemed to have occurred for each such Proposal.

Each share of MEOA Common Stock that you own in your name entitles you to one (1) vote. If you are a record owner of your shares, there are two (2) ways to vote your shares of MEOA Common Stock at the Special Meeting:

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 meeting and vote online 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 MEOA can be sure that the broker, bank or nominee has not already voted your shares.

Revoking Your Proxy

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:

If your shares are held in “street name” by your broker, bank or another nominee as of the close of business on the Record Date, you must follow the instructions of your broker, bank or other nominee to revoke or change your voting instructions.

Who Can Answer Your Questions About Voting Your Shares

If you are a stockholder and have any questions about how to vote or direct a vote in respect of your MEOA Common Stock, you may call Advantage Proxy, Inc. (“Advantage Proxy”), MEOA’s proxy solicitor, at (877) 870-8565 or email: ksmith@advantageproxy.com.

No Additional Matters May Be Presented at the Special Meeting

The Special Meeting has been called only to consider the approval of the Business Combination Proposal, the Charter Amendment Proposal, the Equity Incentive Plan Proposal, the Advisory Charter Amendment Proposals, the Nasdaq Stock Issuance Proposal, the Director Election Proposal, the NTA Proposal and the Adjournment Proposal. Under the Current Bylaws, other than procedural matters incident to the conduct of the Special Meeting, no other matters may be considered at the Special Meeting if they are not included in this proxy statement/prospectus, which serves as the notice of the Special Meeting.

Redemption Rights

Pursuant to the Current Charter, any holders of Public Shares may demand that such shares be redeemed in exchange for a pro rata share of the aggregate amount on deposit in the Trust Account, less franchise and income taxes payable. If demand is properly made and the Business Combination is consummated, these shares, immediately prior to the Business Combination, will cease to be outstanding and will represent only the right to receive a pro rata share of the aggregate amount on deposit in the Trust Account, which holds the proceeds of the Initial Public Offering (including interest earned on the funds held in the Trust Account and not previously released to it to pay the Company’s franchise and income taxes). For illustrative purposes, based on funds in the Trust Account of approximately $[●] on the Record Date, the estimated per share redemption price would have been approximately $[●].

In order to exercise your redemption rights, you must:

Continental Stock Transfer & Trust Company
One State Street Plaza, 30th Floor
New York, New York 10004
Attn: Mark Zimkind
E-mail: mzimkind@continentalstock.com; and

Holders of Units must elect to separate the underlying Public Shares and Public Warrants prior to exercising redemption rights with respect to the Public Shares. If holders hold their Units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the Units into the underlying Public Shares and Public Warrants, or if a holder holds Units registered in its own name, the holder must contact the transfer agent, directly and instruct them to do so.

Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests (and submitting shares to the transfer agent) and thereafter, with MEOA’s consent, until the closing of the Business Combination. If you delivered your shares for redemption to MEOA’s transfer agent and decide within the required timeframe not to exercise your redemption rights, you may request that MEOA’s transfer agent return the shares (physically or electronically). You may make such request by contacting MEOA’s transfer agent at the phone number or address listed above.

Prior to exercising redemption rights, stockholders should verify the market price of Class A Common Stock as they may receive higher proceeds from the sale of their Class A Common Stock in the public market than from exercising their redemption rights if the market price per share is higher than the redemption price. We cannot assure you that you will be able to sell your shares of Class A Common Stock in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in MEOA Common Stock when you wish to sell your shares.

If you exercise your redemption rights, your shares of Class A Common Stock will cease to be outstanding immediately prior to the Business Combination and will only represent the right to receive a pro rata share of the aggregate amount on deposit in the Trust Account. You will no longer own those shares and will have no right to participate in, or have any interest in, the future growth of New Digerati, if any. You will be entitled to receive cash for these shares only if you properly and timely demand redemption.

If the Business Combination is not approved or completed for any reason, then Public Stockholders who elected to exercise their redemption rights will not be entitled to redeem their shares. In such case MEOA will promptly return any Public Shares previously delivered by the public holders.

Holders of our warrants will not have redemption rights with respect to the warrants.

Appraisal Rights

Appraisal rights are statutory rights under the DGCL that enable stockholders who object to certain extraordinary transactions to demand that the corporation pay such stockholders the fair value of their shares instead of receiving the consideration offered to stockholders in connection with the extraordinary transaction. However, appraisal rights are not available in all circumstances. None of MEOA’s stockholders or warrant holders, have appraisal rights in connection with the Business Combination under Delaware law.

Proxy Solicitation Costs

MEOA 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. MEOA and its directors, officers and employees may also solicit proxies in person. MEOA will file with the SEC all scripts and other electronic communications as proxy soliciting materials. MEOA will bear the cost of the solicitation.

MEOA has engaged Advantage Proxy to assist in the solicitation of proxies. MEOA will pay that firm a fee of $[●], plus disbursements, for such services.

MEOA 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. MEOA will reimburse them for their reasonable expenses.

Potential Purchases of Shares and/or Public Warrants

In connection with the stockholder vote to approve the proposed Business Combination, the Sponsor, directors, officers or advisors or their respective affiliates may privately negotiate transactions to purchase shares and/or warrants from stockholders who would have otherwise elected to have their shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules for a per-share pro rata portion of the Trust Account. None of MEOA’s Sponsor, directors, officers or advisors or their respective affiliates will make any such purchases when they are in possession of any material non-public information not disclosed to the seller or during a restricted period under Regulation M under the Exchange Act. Such a purchase would include a contractual acknowledgment that such stockholder, although still the record holder of MEOA shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights, and could include a contractual provision that directs such stockholder to vote such shares in a manner directed by the purchaser. In the event that the Sponsor, directors, officers or advisors or their affiliates purchase shares in privately negotiated transactions from Public Stockholders who have already elected to exercise their redemption rights, such selling stockholders would be required to revoke their prior elections to redeem their shares. Any such privately negotiated purchases may be effected at purchase prices that are below or in excess of the per-share pro rata portion of the Trust Account.

Stock Exchange Listing

MEOA’s Units, Class A Common Stock and Public Warrants are publicly traded on the Nasdaq Capital Market under the symbols “MEOAU”, “MEOA” and “MEOAW”, respectively. MEOA intends to apply to list the New Digerati Common Stock and Public Warrants on the Nasdaq Global Market under the symbols “DTGI” and “DTGIW”, respectively, upon the Closing of the Business Combination. New Digerati will not have Units traded following the Closing of the Business Combination.

PROPOSAL 1 – THE BUSINESS COMBINATION PROPOSAL

Overview

On August 30, 2022, MEOA, Merger Sub and Digerati entered into the Business Combination Agreement. 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). MEOA stockholders should read carefully this proxy statement/prospectus in its entirety for more detailed information concerning the Business Combination Agreement, which is attached as Annex A to this proxy statement/prospectus, 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 issued and outstanding MEOA Common Stock voting together as a single class as of the Record Date fixed for our meeting.

The Business Combination Agreement

This subsection of the proxy statement/prospectus 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 to this proxy statement/prospectus. 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/prospectus. Accordingly, no person should rely on the representations and warranties in the Business Combination Agreement or the summaries thereof in this proxy statement/prospectus 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 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, at the Effective Time, based on an implied equity value of Digerati of $68,680,807,

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:

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:

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:

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: