SEC Comment Letter 0000000000-24-007016 to Clover Leaf Capital Corp. (CLOE, CLOER, CLOEU) (CIK 0001849058)
Clover Leaf Capital Corp. (CLOE, CLOER, CLOEU) (CIK 0001849058)
Date: June 20, 2024 · CIK: 0001849058 · Accession: 0000000000-24-007016
AI Filing Summary & Sentiment
File numbers found in text: 333-274851
Letter
United States securities and exchange commission logo June 20, 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. 6 to Registration Statement on Form S-4 Filed June 14, 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 June 10, 2024 letter. Amendment No. 6 to Registration Statement on Form S-4 filed June 14, 2024 Risk Factors, page 22 1.We note that you deleted the risk factor entitled "The concentration of stock ownership by our executive officers and directors may enable such stockholders to exert significant influence over matters requiring stockholder approval" on page 56. We further note your revised disclosure that Digital Ally will own approximately "47.6% of the Combined Company after the contemplated Digital Ally Distribution, which is distributed concurrently with the Closing." Such disclosure indicates that stock ownership in you will continue to be concentrated following the Closing. In an appropriate place in your Risk Factors, please revise to discuss that Digital Ally will significantly influence matters requiring stockholder approvals and acknowledge the associated risks.
FirstName LastNameFelipe MacLean Comapany NameClover Leaf Capital Corp. June 20, 2024 Page 2 FirstName LastName Felipe MacLean Clover Leaf Capital Corp. June 20, 2024 Page 2 Item 21. Exhibits and Financial Statements Schedules., page II-2 2.Please have counsel revise Exhibit 8.1 to delete as inappropriate the language that "we have assumed without investigation or verification that the facts and statements set forth in the Registration Statement are true, correct and complete in all material respects," and in connection therewith, delete the disclosure on page 134 that "[s]uch opinion is based on customary assumptions, representations and covenants." Refer to Section III.C.3 of Staff Legal Bulletin 19. 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
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United States securities and exchange commission logo
June 20, 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. 6 to Registration Statement on Form S-4
Filed June 14, 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 June 10, 2024 letter.
Amendment No. 6 to Registration Statement on Form S-4 filed June 14, 2024
Risk Factors, page 22
1.We note that you deleted the risk factor entitled "The concentration of stock ownership by
our executive officers and directors may enable such stockholders to exert significant
influence over matters requiring stockholder approval" on page 56. We further note your
revised disclosure that Digital Ally will own approximately "47.6% of the Combined
Company after the contemplated Digital Ally Distribution, which is distributed
concurrently with the Closing." Such disclosure indicates that stock ownership in you will
continue to be concentrated following the Closing. In an appropriate place in your Risk
Factors, please revise to discuss that Digital Ally will significantly influence matters
requiring stockholder approvals and acknowledge the associated risks.
FirstName LastNameFelipe MacLean
Comapany NameClover Leaf Capital Corp.
June 20, 2024 Page 2
FirstName LastName
Felipe MacLean
Clover Leaf Capital Corp.
June 20, 2024
Page 2
Item 21. Exhibits and Financial Statements Schedules., page II-2
2.Please have counsel revise Exhibit 8.1 to delete as inappropriate the language that "we
have assumed without investigation or verification that the facts and statements set forth
in the Registration Statement are true, correct and complete in all material respects," and
in connection therewith, delete the disclosure on page 134 that "[s]uch opinion is based on
customary assumptions, representations and covenants." Refer to Section III.C.3 of Staff
Legal Bulletin 19.
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