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May 21, 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. 4 to Registration Statement on Form S-4
Filed May 13, 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 May 7, 2024 letter.
Amendment No. 4 to Registration Statement on Form S-4 filed May 13, 2024
Summary of the Proxy Statement/Prospectus, page 1
1.We note your response to prior comment 1 and reissue the comment in-part.  Please revise
to provide prominent disclosure in the Summary of the Proxy Statement/Prospectus
discussing the outcome of your hearing with Nasdaq on May 7, 2024 and any subsequent
developments relating to your common stock's suspension and delisting risk.  In each
place where you reference the listing of your securities on Nasdaq (e.g., pages 1 and 19),
acknowledge that your securities may be subject to suspension and delisting as a result of
the hearing with the Panel on May 7, 2024, if true.  In the summary and in your risk factor
disclosure on page 34, also update your disclosure to acknowledge that, "[u]nless waived
by Kustom Entertainment, the obligations of Kustom Entertainment to consummate the
Merger are subject to the satisfaction of the condition that Clover Leaf common stock not
have been suspended from trading as a result of a delisting from Nasdaq.  If the common

 FirstName LastNameFelipe MacLean
 Comapany NameClover Leaf Capital Corp.
 May 21, 2024 Page 2
 FirstName LastNameFelipe MacLean
Clover Leaf Capital Corp.
May 21, 2024
Page 2
stock . . . ," as you do on pages 145 and 182.  Elaborate upon the consequences to
stockholders if Kustom Entertainment waives such condition, and as a result, the merger
closes and stockholders receive unlisted shares.
Digital Ally/Maxim Letter Agreement, page 90
2.We note your disclosure indicating that Maxim is entitled to deferred underwriting fees
payable by Clover Leaf in the amount of $4,840,930.50 pursuant to the Underwriting
Agreement in connection with Clover Leaf's IPO.  We also note that you appear to be
allocating a portion of such fees pursuant to the Maxim Letter Agreement, which your
revised disclosure describes as an agreement between Digital Ally and Maxim in
connection with Maxim's role as Digital Ally's financial advisor and investment banker to
Digital Ally.  Please revise here and throughout the prospectus, as applicable, to clarify
the relationship between the deferred underwriting fee owed to Maxim by Clover Leaf and
the M&A advisory fee owed to Maxim by Digital Ally.  In this regard, it is unclear
whether you are offsetting $4,840,930.50 deferred underwriting fee incurred by Clover
Leaf with the Success Fee of 3.0% incurred by Digital Ally.  To the extent that the 3.0%
Success Fee does reduce the deferred underwriting fee, please revise to clearly explain
this as appropriate throughout the prospectus, including in your new risk factor entitled
"Maxim may have a potential conflict of interest . . . " on page 23 and on page xxii, where
you quantify the cash fee as $3,630,698.  Additionally, revise to clarify whether Maxim is
agreeing to a reduced deferred underwriting fee despite already completing their
underwriting services, and highlight in the risk factor the gratuitous nature of such fee
reduction.
3.We note your disclosure on, e.g., page xxi, that "Digital Ally Stockholders are expected to
own [•]% of the outstanding Combined Company Common Stock, of which Maxim is
expected to own [•]% of the outstanding Combined Company Common Stock."  Please
clarify here whether the Stock Fee will reduce the merger consideration to be issued to the
holders of Kustom Entertainment and further clarify that this will thereby reduce the
amount of shares to ultimately be distributed by Digital Ally to its stockholders as part of
the Digital Ally Distribution, if true.

In connection therewith, in your anticipated ownership charts throughout the prospectus
(e.g., page xxii), please revise to include the amount of shares to be issued to Maxim as a
line item separate from Kustom Entertainment stockholders.  Ensure that you disclose the
total amount anticipated to be owned by Maxim in this table (e.g., by combining the total
Stock Fee amount with the Underwriter Shares' line item).
4.In an appropriate place in your prospectus, please revise to disclose when Digital Ally
agreed to the revised 3.0% Success Fee and the reasons for such fee reduction from 3.5%,
and file the Maxim Letter Agreement and any subsequent amendment(s).  Additionally,
elaborate upon Maxim's role as financial advisor to Digital Ally and the role that they
played in the transaction and valuation discussions, considering there is no mention of
Maxim in the Background of the Business Combination following introduction of the

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 Comapany NameClover Leaf Capital Corp.
 May 21, 2024 Page 3
 FirstName LastName
Felipe MacLean
Clover Leaf Capital Corp.
May 21, 2024
Page 3
parties and the introduction of the parties on April 7 appears to pre-date the execution of
the Letter Agreement.  Last, clarify the method by which you will determine the amount
of shares comprising the Success Fee.  In particular, clarify whether the merger
consideration (comprised of $125 million minus the Closing Indebtedness) is the same as
the "Enterprise Value of the Combined Company following consummation of the
Business Combination."  In this regard, and as example only, your disclosure on page 109
indicates that the $125 million valuation is the "pre-transaction enterprise value of Kustom
Entertainment" as opposed to the post-closing enterprise value of the combined company.
5.We note your disclosure that "Digital Ally and Maxim have agreed that Digital Ally will
register the shares of Combined Company Common Stock comprising the Stock Fee."
Please revise to elaborate upon how Digital Ally has granted Maxim registration rights
with respect to shares of the combined company stock, as it does not appear that Digital
Ally would have authority to grant Maxim such rights.  In this regard, we note that the
Registration Rights Agreement discussed elsewhere in the registration statement
contemplates registration rights granted by Clover Leaf.
Recommendation of the Board and Reasons for the Business Combination, page 100
6.We note your response to prior comment 2, as well as your revised disclosure that "[t]he
financial forecasts that were prepared by Kustom Entertainment management and shared
with the Clover Leaf Board and Newbridge comprised of projected income statements for
2023 and 2024."  Where you disclose that "[t]he Clover Leaf Board reviewed and
discussed the background of the financial projections of Kustom Entertainment," revise to
clarify which years were shared and reviewed by the Clover Leaf Board.
            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