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November 2, 2023
Felipe MacLean
Chief Executive Officer
Clover Leaf Capital Corp.
1450 Brickell Avenue, Suite 1420
Miami, FL 33131
Re:Clover Leaf Capital Corp.
Registration Statement on Form S-4
Filed October 4, 2023
File No. 333-274851
Dear Felipe MacLean:
            We have reviewed your registration statement and have the following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form S-4 Filed October 4, 2023
Questions and Answers About The Special Meeting, page xiii
1.In an appropriate Question and Answer, and elsewhere as appropriate, please disclose the
number of shares that were redeemed in connection with each of the extensions you
sought to consummate your initial business combination.
2.In an appropriate place in your Questions and Answers or Summary, revise to elaborate
upon the definition of Merger Consideration to provide an illustrative example of the per
share amount that will be delivered to shareholders at Closing, using current and projected
amounts of Closing Indebtedness to calculate the amount of consideration. For example,
explain how you arrived at the 11,220,826 shares of Class A common stock you have
registered on this registration statement.

 FirstName LastNameFelipe MacLean
 Comapany NameClover Leaf Capital Corp.
 November 2, 2023 Page 2
 FirstName LastName
Felipe MacLean
Clover Leaf Capital Corp.
November 2, 2023
Page 2
Q: What interests do Clover Leaf's Sponsor and current officers, directors and financial advisors
have ..., page xv
3.We note your statement that "the aggregate amount at risk to Clover Leaf’s Sponsor of
$5,743,590, which is the amount that the Sponsor paid for its Clover Leaf Sponsor Shares
and Private Placement Units."  Please revise the aggregate amount at risk to include the
current value of securities held, loans extended, fees due and out-of-pocket expenses for
which the sponsor and its affiliates that are awaiting reimbursement.  Provide similar
disclosure for Clover Leaf's officers and directors, if material.
4.Please revise to disclose the approximate total dollar value of the sponsor's interest based
on the transaction value and recent trading prices as compared to price paid.  Please make
similar updates elsewhere as appropriate.
5.Clover Leaf's pre-merger charter waived the corporate opportunities doctrine.  Please
address this potential conflict of interest and whether it impacted your search for an
acquisition target.
Q: What equity stake will current Public Stockholders, the Sponsor and Digital Ally hold ...,
page xix
6.It appears that the underwriting fees remain constant and are not adjusted based on
redemptions.  Revise your disclosure to disclose the effective underwriting fee on a
percentage basis for shares at each redemption level presented in your sensitivity analysis
related to dilution.
Selected Unaudited Pro Forma Condensed Combined Financial Statements, page 15
7.We note your redemption sensitivity analysis chart on page 36.  Please revise your other
redemption sensitivity analysis charts to include a 50% redemption scenario.  Please also
revise to include a footnote that details any redemptions to date.
8.We note your disclosure here and elsewhere throughout the prospectus where you present
the maximum redemption scenario, including the assumption that the minimum net
tangible asset value of at least $5,000,001 will be waived.  Please amend to discuss the
consequences if such approval is not obtained.
Risk Factors, page 20
9.In connection with Proposal 1 regarding the wavier of the net tangible assets minimum,
discuss any risks of exchange de-listing, if you are relying on that provision to avoid being
considered a "penny stock."  Address the possibility that continued listing could be
uncertain if the level of redemptions causes the market cap to be too low.

 FirstName LastNameFelipe MacLean
 Comapany NameClover Leaf Capital Corp.
 November 2, 2023 Page 3
 FirstName LastName
Felipe MacLean
Clover Leaf Capital Corp.
November 2, 2023
Page 3
The Sponsor and Kustom Entertainment, and their respective directors, officers, advisors and
affiliates ..., page 30
10.Please confirm that the open market purchases you describe here are consistent with
Tender Offers and Schedules Question 166.01, located at our website. If not, tell us how
they are appropriate under Rule 14e-5.
Risks Related to Ownership of Combined Company Common Stock, page 32
11.We note your indication that Clover Leaf intends to apply for the listing of the Class A
common Stock of the Combined Company following completion of the Business
Combination on the Nasdaq or New York Stock Exchange (in this regard, you reference
both exchanges in various places in your prospectus), however, please revise to
acknowledge the difficulties associated with listing in light of the fact that the Combined
Company may not have a sufficient number of holders, particularly given your decision to
acquire a company that is wholly-owned by a single shareholder, to satisfy listing
standards, if true.
We recently received Nasdaq notices for failing to comply with listing requirements ..., page 32
12.Please advise with respect to the status of your deficiency letter regarding the market
value of listed securities.  We note that the initial period to regain compliance was
October 18, 2023.
Risks Related to Kustom Entertainment
The global COVID-19 pandemic has had, and is likely to continue to have, a material negative
impact ..., page 39
13.Please revise to quantify the material negative impact that COVID-19 has had on your
business and operating results.
Our business depends on relationships with buyers, sellers and distribution partners ..., page 41
14.We note your statement that "[w]e cannot provide assurance that we will be able to
maintain existing relationships, or enter into or maintain new relationships, on acceptable
terms, if at all, and the failure to do so could have a material adverse effect on our
business, financial condition and results of operations."  Please provide additional detail
on your existing relationships and if any relationships are dependent on material
agreements, please summarize such agreements and file them as exhibits.  Refer to Item
601(b)(10) of Regulation S-K.

 FirstName LastNameFelipe MacLean
 Comapany NameClover Leaf Capital Corp.
 November 2, 2023 Page 4
 FirstName LastName
Felipe MacLean
Clover Leaf Capital Corp.
November 2, 2023
Page 4
Notes to Unaudited Condensed Combined Financial Statements
Note 6 -- Adjustments and Reclassifications to Unaudited Pro Forma Condensed Combined
Statement of Operations for the Year Ended December 31, page 67
15.Please revise the description of footnote BB to explain the nature of the transaction costs
and how the adjustment was determined.
Ownership of the Company after the Business Combination, page 92
16.Please disclose the sponsor and its affiliates' total potential ownership interest (assuming
maximum redemptions) in the combined company.
Background of the Business Combination
Description of Negotiation Process with Candidates Other Than Kustom Entertainment, page 94
17.Please disclose how Clover Leaf was introduced to each of the potential targets, including
Party A and Party B.  If any directors or officers had personal connections to such
potential targets, please revise to state as much.  Please also provide additional detail
regarding the discussions, negotiations, and potential transaction terms with each of Party
A and Party B and disclose how Clover Leaf initially learned of and got in touch with
Kustom Entertainment.
Description of Negotiation Process with Kustom Entertainment, page 94
18.Please provide additional detail regarding the terms of the initial draft Merger Agreement
sent on May 11, 2023 and the subsequent drafts, negotiations, calls and conferences that
occurred between May 11 and June 1, 2023.  To the extent there were any material due
diligence findings, please note them here.  Please update your disclosure regarding any
material updates that have occurred since June 1, 2023.
19.Please explain how the parties negotiated and ultimately determined the valuation of
Kustom Entertainment and the consideration to be offered in connection with the business
combination, including the earnout shares and the benchmark revenue determined in
connection with the potential earnout shares.
Recommendation of the Board and Reasons for the Business Combination, page 95
20.Please disclose whether the board considered the consideration, the fairness opinion, the
projections, comparable public company analysis and comparable precedent M&A
transactions analysis in determining to recommend the transaction to shareholders.  If not,
please state as much and explain why not.
21.We note that the Board considered a variety of uncertainties, risks and other potentially
negative reasons relevant to the Business Combination, including that the Clover Leaf
Board "did not obtain a third-party valuation or independent fairness opinion in
connection with the Business Combination."  However, we note your disclosure elsewhere

 FirstName LastNameFelipe MacLean
 Comapany NameClover Leaf Capital Corp.
 November 2, 2023 Page 5
 FirstName LastNameFelipe MacLean
Clover Leaf Capital Corp.
November 2, 2023
Page 5
and the written fairness opinion provided as Annex E.  Please revise.  Additionally, please
include Annex E and all other Annexes in the next amendment.
Engagement of Financial Advisor to Clover Leaf, page 98
22.Please add the Comparable Public Company Analysis and Comparable Precedent M&A
Transactions Analysis tables referenced on page 100.  Please also include the financial
model that shows the Kustom Entertainment future financial projections through 2024 that
was provided by the company's management team to Newbridge.
Satisfaction of 80% Test, page 101
23.Please fill in the bracketed amounts here, since they are dated as of June 1, 2023.
U.S. Federal Income Tax Considerations, page 122
24.We note that you address the potential tax consequences of adopting the proposed charter
and redeeming Clover Leaf Class A Common Stock.  Please revise to also address the
material federal income tax consequences to investors of the acquisition merger and
reflect the disclosure in each of these sections to reflect that the tax consequences are the
opinion of counsel.  Refer to Section III.A.2 of Staff Legal Bulletin No. 19.
25.Please revise to address and express a conclusion for each material federal tax
consequence.  A description of the the law is not sufficient.  Rather, the tax opinion must
opine on the material tax issues.  If there is a lack of authority directly addressing the tax
consequences of the transaction, conflicting authority or significant doubt about the tax
consequences of the transaction, counsel may issue a “should” or “more likely than not”
opinion to make clear that the opinion is subject to a degree of uncertainty.  In such cases,
counsel should explain clearly why it cannot give a “will” opinion.  Refer to Sections
III.C.1, III.C.2 and III.C.4 of Staff Legal Bulletin No. 19.  Additionally, please revise the
proxy statement/prospectus throughout to include the applicable questions and answers
and risk factors.
Clover Leaf's Management, page 131
26.Please provide the appropriate executive and director compensation information for
Clover Leaf for the last two fiscal years.  Refer to Item 402 of Regulation S-K.
Information About Kustom Entertainment, page 141
27.Please revise to provide a complete description of your current business, including a
comprehensive description of your principal products and services and their markets,
distribution methods, dependence on one or a few major customers, if any.  Please identify
and describe the business/operations of each of the Digital Ally subsidiaries that will
comprise Kustom Entertainment and include any relevant metrics that may be helpful in
understanding each business.  For example, where relevant, state the number of users or
customers, discuss relationships in the industry including a description of any

 FirstName LastNameFelipe MacLean
 Comapany NameClover Leaf Capital Corp.
 November 2, 2023 Page 6
 FirstName LastNameFelipe MacLean
Clover Leaf Capital Corp.
November 2, 2023
Page 6
partnerships, past performance, etc.  Where applicable, please file material agreements in
accordance with Item 601(b)(10) of Regulation S-K.  Additionally, please also revise to
disclose the need for any governmental approval of your principal products or services
and any effect of existing or probable governmental regulations on the business.  In this
light, we note disclosure elsewhere regarding data security, federal, state and
international privacy laws, the payment card industry data security standard, and
regulation of the secondary ticket market.  Refer to Item 101(h)(4) of Regulation S-K.
Our Intellectual Property, page 142
28.We note your risk factor disclosure that states that "we seek to protect our technologies,
products and services through a combination of intellectual property rights, including
trademarks, domain names, copyrights, and trade secrets, as well as through contractual
restrictions with employees, customers, suppliers, affiliates and others."  Please revise to
describe such intellectual property here.  Refer to Item 101(h) of Regulation S-K.
Properties, page 142
29.We note that your lease expires on December 31, 2023.  Please disclose whether you
expect to continue your lease at a similar rate, or otherwise.
History, page 143
30.We note the transactions that will occur in order to separate the Ticketing Business and
Entertainment Business from Digital Ally.  Please provide an organizational chart that
shows the corporate structures before and after the business combination so that investors
have a clear understanding of the transactions to occur, or cross-reference to the chart that
will appear in the Summary and ensure that it reflects these changes.
31.We note from your disclosure that Digital Ally will transfer the outstanding common
stock, the ticketing assets and entertainment assets of TicketSmarter, Kustom
440,  BirdVu Jets and Digital Connect to Kustom Entertainment.  This appears to be
inconsistent with the disclosure throughout the document which presents the transaction as
though it has already occurred. Please clarify or revise.  Please note your clarification
should provide a detailed discussion of how and when the transfer of these subsidiaries of
Digital Ally will be transferred to Kustom Entertainment.
Relationship with Digital Ally, page 143
32.We note that following the business combination, you will continue to benefit from the
video solutions and revenue cycle management operating segments of Digital Ally.
Please provide additional detail on how those operating segments support your business,
quantify the value of such benefits and if applicable, report them as appropriate under
Item 404 of Regulation S-K.  To the extent there are agreements to continue to benefit
from the video solutions and revenue cycle management operating segments, please
summarize the material terms and file such agreements as exhibits.  Refer to Item

 FirstName LastNameFelipe MacLean
 Comapany NameClover Leaf Capital Corp.
 November 2, 2023 Page 7
 FirstName LastNameFelipe MacLean
Clover Leaf Capital Corp.
November 2, 2023
Page 7
601(b)(10) of Regulation S-K.  Additionally, if there is to be any other payment to Digital
Ally, aside from the merger consideration, please revise to s