UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 16, 2022
MINORITY EQUALITY OPPORTUNITIES ACQUISITION INC.
(Exact name of registrant as specified in its charter)
Delaware | 001-40756 | 86-3436718 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
100 Executive Court | ||
Waxahachie, Texas 75165 | ||
(Address of principal executive offices, including zip code) | ||
(214) 444-7321 | ||
(Registrant’s telephone number, including area code) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class: | Trading symbol | Name of each exchange on which registered | ||
The Stock Market LLC | ||||
The Stock Market LLC | ||||
The Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01. Entry into a Material Definitive Agreement
On May 16, 2022, Minority Equality Opportunities Acquisition Inc. (the “Company”) and Sphere 3D Corp. (“Sphere”) entered into Amendment No. 1 (the “Amendment”) of that certain Administrative Support Agreement dated August 25, 2022 by and between the Company and Sphere (the “Support Agreement”). Pursuant to the Support Agreement, Sphere agreed to make available, or cause to be made available, to the Company, certain office space, utilities and secretarial and administrative support as may be reasonably required by the Company, in exchange for the payment by the Company to Sphere of the sum of $10,000 per month commencing on the date the securities of the Company are first listed on The Nasdaq Capital Market and continuing monthly thereafter until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (such earlier date, the “Termination Date”). As per the Amendment, the Company and Sphere agreed that, notwithstanding anything in the Support Agreement to the contrary, the monthly payment referenced in clause (i) of the Support Agreement shall, beginning with respect to the monthly period beginning on February 26, 2022 and ending on March 25, 2022, and continuing until the Termination Date, accrue without interest thereon and be due and payable on the Termination Date.
A copy of the Amendment is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
The following exhibits are being filed herewith:
Exhibit Number |
Description | |
10.1 | Amendment No. 1, dated May 16, 2022, to Administrative Support Agreement between Minority Equality Opportunities Acquisition Inc. and Sphere 3D Corp. | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
May 20, 2022 | Minority Equality Opportunities Acquisition Inc. | |
By: | /s/ Shawn D. Rochester | |
Name: | Shawn D. Rochester | |
Title: | Chief Executive Officer |
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EXHIBIT INDEX
Exhibit No. | Description | |
10.1 | Amendment No. 1, dated May 16, 2022, to Administrative Support Agreement between Minority Equality Opportunities Acquisition Inc. and Sphere 3D Corp. | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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EXHIBIT 10.1
AMENDMENT NO. 1
TO
ADMINISTRATIVE SUPPORT AGREEMENT
This Amendment No. 1 (this “Amendment”), dated as of May 16, 2022, amends that certain Administrative Support Agreement dated August 25, 2022 by and between Minority Equality Opportunities Acquisition Inc., a Delaware corporation (the “Company”), on the one hand, and Sphere 3D Corp., an Ontario, Canada corporation (“Sphere”), on the other hand (as it may be amended, restated, supplemented or modified from time to time, the “Support Agreement”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Support Agreement.
WHEREAS, Sphere is an affiliate of Minority Equality Opportunities Acquisition Sponsor, LLC, a Delaware corporation and the sponsor of the Company; and
WHEREAS, the Company and Sphere entered into the Support Agreement in connection with the initial public offering by the Company of its securities; and
WHEREAS, the Support Agreement provides, among other things, that Sphere and its affiliates or designees shall make available, or cause to be made available, to the Company, at 100 Executive Court, Waxahachie, TX 75165 (or any successor or alternative location of Sphere), certain office space, utilities and secretarial and administrative support as may be reasonably required by the Company, in exchange for the payment by the Company to Sphere of the sum of $10,000 per month commencing on the date the securities of the Company are first listed on The Nasdaq Capital Market and continuing monthly thereafter until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (such earlier date, the “Termination Date”); and
WHEREAS, subject to the terms and conditions set forth in this Amendment, the Company and Sphere desire to amend the Support Agreement as set forth herein;
NOW, THEREFORE, in consideration of the mutual covenants contained in this Amendment, and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Company and Sphere hereby agree as follows:
Section 1. Amendment of Monthly Payment Schedule. By executing below, the Company and Sphere hereby agree that, notwithstanding anything in the Support Agreement to the contrary, the monthly payment referenced in clause (i) of the Support Agreement shall, beginning with respect to the monthly period beginning on February 26, 2022 and ending on March 25, 2022, and continuing until the Termination Date, accrue without interest thereon and be due and payable on the Termination Date.
Section 2. Miscellaneous.
2.1 No Other Amendments. Except as otherwise expressly provided by this Amendment, all of the terms and conditions of the Support Agreement are, and shall continue to be, in full force and effect and are hereby ratified and confirmed in all respects.
2.2 Headings. The headings herein are for convenience only, do not constitute a part of this Amendment and shall not be deemed to limit or affect any of the provisions hereof.
2.3 Execution. This Amendment may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.
2.4 Severability. If any term, provision, covenant or restriction of this Amendment is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.
2.5 Choice of Law. This Amendment shall be governed by and construed and enforced in accordance with the internal laws of the State of New York without regard to the principles of conflicts of laws thereof.
2.6 Effectiveness. This Amendment shall be effective upon the execution hereof by the Company and Sphere.
[Remainder of Page Intentionally Left Blank; Signature Page Follows]
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IN WITNESS WHEREOF, the undersigned have caused this Amendment to be duly executed by their respective authorized signatories as of the date first indicated above.
MINORITY EQUALITY OPPORTUNITIES | ||
ACQUISITION INC. | ||
By: | /s/ Shawn D. Rochester | |
Name: | Shawn D. Rochester | |
Title: | Chief Executive Officer | |
SPHERE 3D CORP. | ||
By: | /s/ Patricia Trompeter | |
Name: | Patricia Trompeter | |
Title: | Chief Executive Officer |
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