SEC Comment Letter 0000000000-23-006703 to Clover Leaf Capital Corp. (CLOE, CLOER, CLOEU) (CIK 0001849058)
Clover Leaf Capital Corp. (CLOE, CLOER, CLOEU) (CIK 0001849058)
Date: June 22, 2023 · CIK: 0001849058 · Accession: 0000000000-23-006703
AI Filing Summary & Sentiment
File numbers found in text: 001-40625
Letter
United States securities and exchange commission logo June 22, 2023 Felipe MacLean Chief Executive Officer Clover Leaf Capital Corp. 1450 Brickell Avenue, Suite 2520 Miami, FL 33131 Re:Clover Leaf Capital Corp. Preliminary Proxy Statement on Schedule 14A Filed June 16, 2023 File No. 001-40625 Dear Felipe MacLean: We have reviewed your filing and have the following comment. In our comment, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this comment within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this comment, we may have additional comments. Preliminary Proxy Statement on Schedule 14A General 1.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or has substantial ties with a non-U.S. person. If so, also include risk factor disclosure that addresses how this fact could impact your ability to complete your initial business combination. For instance, discuss the risk to investors that you may not be able to complete an initial business combination with a U.S. target company should the transaction be subject to review by a U.S. government entity, such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited. Disclose that as a result, the pool of potential targets with which you could complete an initial business combination may be limited. Further, disclose that the time necessary for government review of the transaction or a decision to prohibit the transaction could prevent you from completing an initial business combination and require you to liquidate. Disclose the consequences of liquidation to investors, such as the losses of the investment opportunity in a target company, any price appreciation in the combined company, and the warrants,
FirstName LastNameFelipe MacLean Comapany NameClover Leaf Capital Corp. June 22, 2023 Page 2 FirstName LastName Felipe MacLean Clover Leaf Capital Corp. June 22, 2023 Page 2 which would expire worthless. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Victor Rivera Melendez at 202-551-4182 or Dorrie Yale at 202-551-8776 with any questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc: Jessica Yuan
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United States securities and exchange commission logo
June 22, 2023
Felipe MacLean
Chief Executive Officer
Clover Leaf Capital Corp.
1450 Brickell Avenue, Suite 2520
Miami, FL 33131
Re:Clover Leaf Capital Corp.
Preliminary Proxy Statement on Schedule 14A
Filed June 16, 2023
File No. 001-40625
Dear Felipe MacLean:
We have reviewed your filing and have the following comment. In our comment, we may
ask you to provide us with information so we may better understand your disclosure.
Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this comment, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A
General
1.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or
has substantial ties with a non-U.S. person. If so, also include risk factor disclosure that
addresses how this fact could impact your ability to complete your initial business
combination. For instance, discuss the risk to investors that you may not be able to
complete an initial business combination with a U.S. target company should the
transaction be subject to review by a U.S. government entity, such as the Committee on
Foreign Investment in the United States (CFIUS), or ultimately prohibited. Disclose that
as a result, the pool of potential targets with which you could complete an initial business
combination may be limited. Further, disclose that the time necessary for government
review of the transaction or a decision to prohibit the transaction could prevent you from
completing an initial business combination and require you to liquidate. Disclose the
consequences of liquidation to investors, such as the losses of the investment opportunity
in a target company, any price appreciation in the combined company, and the warrants,
FirstName LastNameFelipe MacLean
Comapany NameClover Leaf Capital Corp.
June 22, 2023 Page 2
FirstName LastName
Felipe MacLean
Clover Leaf Capital Corp.
June 22, 2023
Page 2
which would expire worthless.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please contact Victor Rivera Melendez at 202-551-4182 or Dorrie Yale at 202-551-8776
with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc: Jessica Yuan