Attached files
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EX-23.1 - CONSENT OF MARCUM LLP, INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM - Minority Equality Opportunities Acquisition Inc. | ea146466ex23-1_minority.htm |
EX-5.1 - OPINION OF PRYOR CASHMAN LLP - Minority Equality Opportunities Acquisition Inc. | ea146466ex5-1_minority.htm |
As filed with the U.S. Securities and Exchange Commission on August 25, 2021
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
MINORITY EQUALITY OPPORTUNITIES ACQUISITION INC.
(Exact name of registrant as specified in its charter)
Delaware | 6770 | 86-3436718 | ||
(State
or other jurisdiction of incorporation or organization) |
(Primary
Standard Industrial Classification Code Number) |
(I.R.S.
Employer Identification Number) |
100 Executive Court
Waxahachie, TX 75165
Telephone: (214) 444-7321
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
Copies to:
M. Ali Panjwani, Esq. | Barry I. Grossman, Esq. | |
Michael T. Campoli, Esq. | Wei Wang, Esq. | |
Pryor Cashman LLP | Ellenoff Grossman & Schole LLP | |
7 Times Square | 1345 Avenue of the Americas | |
New York, New York 10036 | New York, New York 10105 | |
(212) 421-4100 | (212) 370-1300 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, 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, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. þ 333-258241
If this Form is a post-effective amendment filed pursuant to Rule 462(c) 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” and “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
Large Accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer | þ | Smaller reporting company | þ | |||
Emerging growth company | þ |
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. ☐
CALCULATION OF REGISTRATION FEE
Title of Each Class of Security Being Registered | Amount Being Registered |
Proposed | Proposed Maximum Aggregate Offering Price (1) | Amount of Registration Fee | ||||||||||
Units, each consisting of one share of Class A common stock, $0.0001 par value, and one redeemable Warrant entitling the holder to purchase one share of Class A common stock(2) | 1,150,000 Units | $ | 10.00 | $ | 11,500,000 | $ | 1,254.65 | |||||||
Shares of Class A common stock included as part of the units(3) | 1,150,000 Shares | — | — | — | (4) | |||||||||
Redeemable warrants included as part of the units(3) | 1,150,000 Warrants | — | — | — | (4) | |||||||||
Representative’s shares of Class A common stock | 14,375 shares | 10.00 | 143,750 | 15.69 | ||||||||||
Total | $ | 11,643,750 | $ | 1,270.34 | (5) |
(1) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended (the “Securities Act”). |
(2) | Includes 1,150,000 units, consisting of 1,150,000 shares of Class A common stock and 1,150,000 redeemable warrants, which may be issued upon exercise of a 45-day option granted to the underwriters to cover over-allotments, if any. |
(3) | Pursuant to Rule 416 under the Securities Act, the securities being registered hereunder include such indeterminate number of additional securities as may be issued after the date hereof as a result of stock splits, stock dividends or similar transactions. |
(4) (5) |
No additional registration fee is payable pursuant to Rule 457(g) under the Securities Act. Minority Equality Opportunities Acquisition Inc. previously registered securities with a proposed maximum aggregate offering price of $116,437,500 on a Registration Statement on Form S-1 (Registration No. 333-258241), as amended (the “Related Registration Statement”), and paid a fee of $12,703.34. In accordance with Rule 462(b) under the Securities Act, an additional amount of securities having a proposed maximum aggregate offering price of no more than 20% of the maximum aggregate offering price of the remaining securities eligible to be sold under the Related Registration Statement is hereby registered. |
THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON FILING WITH THE COMMISSION IN ACCORDANCE WITH RULE 462(b) OF THE SECURITIES ACT OF 1933, AS AMENDED.
EXPLANATORY NOTE AND INCORPORATION BY REFERENCE
Minority Equality Opportunities Acquisition Inc., a Delaware corporation (the “Company”), is filing this registration statement on Form S-1 (this “Registration Statement”) with the Securities and Exchange Commission (“SEC”), pursuant to Rule 462(b) under the Securities Act of 1933, as amended. This Registration Statement relates to the public offering of securities contemplated by the registration statement on Form S-1, as amended (File No. 333-258241) (the “Related Registration Statement”), which was originally filed with the SEC on July 29, 2021, and declared effective on August 25, 2021.
This Registration Statement covers the registration of an additional 1,150,000 of the Company’s units (the “Units”), including 150,000 Units that may be purchased by the underwriters to cover over-allotments, if any, with each Unit consisting of one share of the Company’s Class A common stock, $0.0001 par value per share, and one redeemable warrant, each warrant entitling the holder thereof to purchase one share of Class A common stock at a price of $11.50 per share, subject to certain adjustments. This Registration Statement also covers the registration of an additional 14,375 shares of Class A common stock to be issued to the representative of the underwriters upon the closing of the initial public offering.
The required opinions of counsel and related consents and accountant’s consent are attached hereto and filed herewith. Pursuant to Rule 462(b), the contents of the Related Registration Statement, including the exhibits thereto, are incorporated by reference into this Registration Statement.
CERTIFICATION
The Company hereby certifies to the Securities and Exchange Commission (the “Commission”) that (1) it has instructed its bank to pay the filing fee set forth on the cover page of this Registration Statement by a wire transfer of such amount to the Commission’s account at U.S. Bank as soon as practicable (but no later than the close of business as of August 26, 2021), (2) it will not revoke such instructions, (3) it has sufficient funds in the relevant account to cover the amount of such filing fee and (4) it will confirm receipt of such instructions by its bank during regular business hours no later than August 26, 2021.
EXHIBIT INDEX
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, on the 25th day of August, 2021.
Minority Equality Opportunities Acquisition Inc. | ||
By: | /s/ Shawn D. Rochester | |
Shawn D. Rochester | ||
Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-1 has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
/s/ Shawn D. Rochester | Chief Executive Officer, President and Chairman of the Board | August 25, 2021 | ||
Shawn D. Rochester | (Principal Executive Officer) | |||
/s/ Robin D. Watkins | Chief Financial Officer, Treasurer, Secretary and Director | August 25, 2021 | ||
Robin D. Watkins | (Principal Financial Officer and Principal Accounting Officer) |
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