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Clover Leaf Capital Corp.

1450 Brickell Avenue, Suite 1420

Miami, FL 33131

VIA EDGAR

December 8, 2023

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

Washington, D.C. 20549

    Attention:
    Ta Tanisha Meadows

    Angela Lumley

    Cara Wirth

    Mara Ransom

    Re:
    Clover Leaf Capital Corp.

    Registration Statement on Form S-4

    Filed October 4, 2023

    File No. 333-274851

Ladies and Gentlemen:

Clover Leaf Capital Corp.
(the “Company”) hereby transmits its response to the comment letter received from the staff (the “Staff”)
of the U.S. Securities and Exchange Commission (the “Commission”) on November 2, 2023, relating to the Registration
Statement on Form S-4, submitted by the Company to the Commission on October 4, 2023 (the “Registration Statement”).

For the Staff’s convenience,
we have repeated below the Staff’s comments in bold and have followed each comment with the Company’s response. Disclosure
changes made in response to the Staff’s comments have been made in Amendment No. 1 to the Registration Statement, which is being
submitted to the Commission contemporaneously with the submission of this letter.

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.

Response: The Company respectfully acknowledges
the Staff’s comment and advises the Staff that it has amended its disclosure on pages xxv, xxviii, 15, 36–37, 59, 66, and
68–69 of the Registration Statement to include the requested information.

 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.

Response: The Company respectfully acknowledges
the Staff’s comment and advises the Staff that it has amended its disclosure on page xxi of the Registration Statement to include
the requested information.

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.

Response: The Company respectfully acknowledges
the Staff’s comment and advises the Staff that it has amended its disclosure on page xvi of the Registration Statement to include
the requested information.

 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.

Response: The Company respectfully acknowledges
the Staff’s comment and advises the Staff that it has amended its disclosure on pages xvi–xvii, 9, 24, 76, 91, and 106 of
the Registration Statement to include the requested information.

 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.

Response: The Company respectfully acknowledges
the Staff’s comment and advises the Staff that it has amended its disclosure on page xix, 10, 77, 92, and 171 of the Registration
Statement to include the requested information.

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.

Response: The Company respectfully acknowledges
the Staff’s comment and advises the Staff that it has amended its disclosure on page xxii of the Registration Statement to include
the requested information.

    2

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.

Response: The Company respectfully acknowledges
the Staff’s comment and advises the Staff that it has amended its disclosure on pages 15 and 36 of the Registration Statement to
include the requested information.

 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.

Response: The Company respectfully acknowledges
the Staff’s comment and advises the Staff that it has amended its disclosure on pages 15, 18, 59, 66–67, and 109 of the Registration
Statement to include the requested information.

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.

Response: The Company respectfully acknowledges
the Staff’s comment and advises the Staff that it has amended its disclosure on page 33 of the Registration Statement to include
the requested information.

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.

Response: The Company respectfully acknowledges
the Staff’s comment and advises the Staff that it has amended its disclosure on page 30 of the Registration Statement to include
the requested information.

    3

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.

Response: The Company respectfully acknowledges
the Staff’s comment and advises the Staff that it has amended its disclosure on page 33 of the Registration Statement to include
the requested information.

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.

Response: The Company respectfully acknowledges
the Staff’s comment and advises the Staff that the Company submitted a plan of compliance to Nasdaq and was granted an extension
to regain compliance with the Nasdaq Listing Rule regarding market value of listed securities until February 27, 2024.

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.

Response: The Company respectfully acknowledges
the Staff’s comment and advises the Staff that it has amended its disclosure on pages 41 and 156 of the Registration Statement to
include the requested information.

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.

Response: The Company respectfully acknowledges
the Staff’s comment and has revised the disclosure on page 42 of the Registration Statement to clarify that, while Kustom Entertainment’s
ticketing business is dependent on maintaining general relationships with the various groups that use its platform to buy and sell tickets,
Kustom Entertainment does not rely on any select buyer, seller or distribution partner and is therefore not dependent on any material
agreement with such parties. In addition, we have further revised the disclosure on page 42 of the Registration Statement to provide additional
detail regarding the personal relationships upon which Kustom Entertainment’s live music events business depends.

    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.

Response: The Company respectfully acknowledges
the Staff’s comment and advises the Staff that it has amended its disclosure on page 68 of the Registration Statement to include
the requested information.

Ownership of the Combined 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.

Response: The Company respectfully acknowledges
the Staff’s comment and advises the Staff that it has amended its disclosure on page 93 of the Registration Statement to include
the requested information.

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.

Response: The Company respectfully acknowledges
the Staff’s comment and advises the Staff that it has amended its disclosure on pages 95–96 of the Registration Statement
to include the requested information.

    5

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.

Response: The Company respectfully acknowledges
the Staff’s comment and advises the Staff that it has amended its disclosure on page 96 of the Registration Statement to include
the requested information.

 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.

Response: The Company respectfully acknowledges
the Staff’s comment and advises the Staff that it has amended its disclosure on page 98 of the Registration Statement to include
the requested information.

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.

Response: The Company respectfully acknowledges
the Staff’s comment and advises the Staff that it has amended its disclosure on page 98 of the Registration Statement to include
the requested information.

 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 and the written fairness
opinion provided as Annex E. Please revise. Additionally, please include Annex E and all other Annexes in the next amendment.

Response: The Company respectfully acknowledges
the Staff’s comment and advises the Staff that it has amended its disclosure on page 98 of the Registration Statement and added
Annex E and the other Annexes.

    6

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.

Response: The Company respectfully acknowledges
the Staff’s comment and advises the Staff that it has amended its disclosure on page 103–104 of the Registration Statement
to include the requested information.

Satisfaction of 80% Test, page 101

 23. Please fill in the bracketed amounts here, since they are dated as of June 1, 2023.

Response: The Company respectfully acknowledges
the Staff’s comment and advises the Staff that it has amended its disclosure on page 105 of the Registration Statement to include
the requested information.

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 t