SEC Comment Letter 0000000000-24-005189 to Clover Leaf Capital Corp. (CLOE, CLOER, CLOEU) (CIK 0001849058)
Clover Leaf Capital Corp. (CLOE, CLOER, CLOEU) (CIK 0001849058)
Date: May 7, 2024 · CIK: 0001849058 · Accession: 0000000000-24-005189
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File numbers found in text: 333-274851
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United States securities and exchange commission logo
May 7, 2024
Felipe MacLean
Chief Executive Officer
Clover Leaf Capital Corp.
1450 Brickell Avenue, Suite 1420
Miami, FL 33131
Re:Clover Leaf Capital Corp.
Amendment No. 3 to Registration Statement on Form S-4
Filed April 26, 2024
File No. 333-274851
Dear Felipe MacLean:
We have reviewed your amended registration statement and have the following
comment(s).
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. Unless we note otherwise,
any references to prior comments are to comments in our February 21, 2024 letter.
Amendment No. 3 to Registration Statement on Form S-4 filed April 26, 2024
Summary of the Proxy Statement/Prospectus, page 1
1.We note your disclosure that Clover Leaf's Common Stock, Units and Public Rights are
currently listed on Nasdaq. In each place where you reference such listing, acknowledge
that your securities may be subject to suspension and delisting pending the outcome of a
hearing before the Panel, which you requested on March 8, 2024. Update your disclosure
to provide the status of such request. Acknowledge that it is a condition to the Merger that
Clover Leaf common stock shall not have been suspended from trading as a result of a
delisting from Nasdaq and the likely consequences if the Common Stock is delisted before
the Merger is consummated.
FirstName LastNameFelipe MacLean
Comapany NameClover Leaf Capital Corp.
May 7, 2024 Page 2
FirstName LastName
Felipe MacLean
Clover Leaf Capital Corp.
May 7, 2024
Page 2
Kustom Entertainment Management Forecasts, page 103
2.We note your indication that financial forecasts were prepared by Kustom Entertainment
management and shared with the Clover Leaf Board and Newbridge, and the projections
were comprised of projected income statements for 2023 through 2032. Revise to provide
this information. In doing so, acknowledge any material differences in the actual results as
compared to projected results and discuss whether any such differences were discussed or
considered by the Board in recommending or continuing to recommend the transaction.
3.Considering Kustom's inability to raise capital in the public capital markets in 2023, revise
the final assumption on page 104 to acknowledge as much.
Executive Compensation, page 192
4.We note that, in your discussion of Kustom Entertainment's executive compensation for
the fiscal year ended December 31, 2023, you refer to Digital Ally's Annual Report on
Form 10-K filed on March 31, 2023. Please revise or explain why this is appropriate, as
such annual report pertains to the fiscal year ended December 31, 2022.
Kustom Entertainment Financial Statements
Note 1. Nature of Business and Summary of Significant Accounting Policies
Nature of Operations, page F-32
5.We note your added disclosure that you applied pushdown accounting in the
TicketSmarter Acquisition. This appears to contradict your responses and revisions on
December 8, 2023 and February 5, 2024 that indicate you did not apply pushdown
accounting. Please advise or otherwise revise your disclosure.
General
6.Your reference to the Kustom Entertainment Registration Statement is unclear to us,
considering Kustom Entertainment is not currently a registrant. Tell us why this reference
is necessary or revise to remove it.
Please contact Ta Tanisha Meadows at 202-551-3322 or Angela Lumley at 202-551-3398
if you have questions regarding comments on the financial statements and related matters. Please
contact Brian Fetterolf at 202-551-6613 or Mara Ransom at 202-551-3264 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc: Jessica Yuan