Sphere 3D Corp. — Director's Dealing 2021

Aug 28, 2021

SEC Form 3/A — Form 3/A

Issuer: Minority Equality Opportunities Acquisition Inc. (MEOA)
CIK: 0001859310
Period of Report: 2021-08-25

Reporting Person: Sphere 3D Corp (10% Owner)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B common stock, par value $0.0001 per share	$		Class A common stock, par value $0.0001 per share (3162500)		Indirect

Footnotes

F1: As described in the issuer's registration statement on Form S-1 (File No. 333-258241) under the heading "Description of Securities - Founder Shares", the shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the Issuer's initial business combination, or at any time prior thereto at the option of the holder, on a one-for-one basis, subject to certain adjustments described therein and have no expiration date.

F2: Includes up to 412,500 shares of Class B common stock that are subject to forfeiture if the underwriters in the Issuer's initial public offering do not exercise their over-allotment option in full or in part.

F3: All of the reported shares are held directly by Minority Equality Opportunities Acquisition Sponsor, LLC ("Sponsor"). Sphere 3D Corp. owns a majority of the membership interests in Sponsor, and as per the operating agreement of Sponsor, the Board of Directors of Sphere 3D Corp. has sole voting and dispositive control over the shares held by Sponsor. Under the so-called "rule of three", if voting and dispositive decisions regarding an entity's securities are made by three or more individuals, and a voting or dispositive decision requires the approval of a majority of those individuals, then none of the individuals is deemed a beneficial owner of the entity's securities. Under this rule, no individual manager or member of Sponsor exercises voting or dispositive control over any of the securities held by sponsor, even those in which he or she directly holds a pecuniary interest. Accordingly, none of them is deemed to have or share beneficial ownership of such securities.