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Clover Leaf Capital Corp.

1450 Brickell Avenue, Suite 1420

Miami, FL 33131

VIA EDGAR

February 5, 2024

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.

    Amendment No. 1 to Registration Statement on Form S-4

    Filed December 8, 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 January 5, 2024, relating to the Amendment No.
1 to Registration Statement on Form S-4, submitted by the Company to the Commission on December 8, 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. 2 to the Registration Statement, which is being
submitted to the Commission contemporaneously with the submission of this letter.

Amendment No. 1 to Registration Statement
on Form S-4 Filed December 8, 2023

Questions and Answers About The Special
Meeting

Q: What equity stake will current Public
Stockholders, the Sponsor and Digital Ally hold ... ?, page xxi

 1. We note your amended disclosure in response to prior comment 2, but note that you have not included
any amount of Closing Indebtedness. Please revise to provide an illustrative example of the per share amount to be delivered to stockholders
at closing, which includes current and projected amounts of Closing Indebtedness.

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

Risk Factors

We have received Nasdaq notices for failing
to comply with listing requirements …, page 32

 2. We note your revised disclosure in response to prior comment 11, including that the combined company
may not have a sufficient number of holders to comply with Nasdaq listing requirements in light of the fact that Kustom is wholly-owned
by a single stockholder. However, we also note that you state that the Digital Ally Distribution is expected to increase the number of
public stockholders in the combined company. Please clarify here, and elsewhere as appropriate, the anticipated timing of the Digital
Ally Distribution covered in this registration statement and when such distribution would be completed. Also state the approximate number
of Digital Ally stockholders.

Response: The Company respectfully acknowledges
the Staff’s comment and advises the Staff that it has amended its disclosure on the cover page and page 33 of the Registration Statement
to include the anticipated timing of the Digital Ally Distribution, and approximate number of Digital Ally stockholders.

 3. We note your response to prior comment 12 and your amended disclosure on page 140 that describes your
extension to February 27, 2024 for purposes of complying with the Minimum Public Holders Requirement. Please revise to update this risk
factor with that information as well.

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.

Background of the Business Combination

Description of the Negotiation Process with
Candidates Other Than Kustom Entertainment, page 95

 4. We note your amended disclosure in response to prior comment 17, specifically that you revised to include
how Target A and Target B were introduced to Clover Leaf. However, we note that you did not provide any information on the discussions,
negotiations, and potential transaction terms with either Party. Please revise to include such information. Additionally, please disclose
how Digital Ally was introduced to Clover Leaf.

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.

    2

Description of Negotiation Process with
Kustom Entertainment, page 96

 5. We note your amended disclosure in response to prior comment 18 and we reissue in part. Please revise
to include a more detailed and complete description of the material substantive issues discussed and negotiated between April 26, 2023
and present. For example, we note your revised disclosure regarding a covenant to seek transaction financing in the form of a PIPE and
a closing condition to have a minimum net tangible asset value of at least $5,000,001. However, it does not appear that you are seeking
PIPE financing at this time and we note your proposal seeking to waive the minimum net tangible asset requirement. Please update your
disclosure to describe how these discussions developed over the negotiation period. Additionally, we note revised disclosure regarding
the ancillary agreements, comments to the interim covenants, terms of the earnout payments, and termination fee. Please revise to include
detailed disclosure relating to the material terms and values associated with each. We also note that on July 20, 2023, you issued 3,457,806
shares of Class A common stock in connection with the conversion of the same number of Class B common stock. Please revise to include
a discussion that details the decision to effect the conversion and a discussion of the material terms of any agreement to apply the same
restrictions that were applied to the Class B common stock before the conversion.

Response: The Company respectfully acknowledges
the Staff’s comment and advises the Staff that it has amended its disclosure on pages 96–98 of the Registration Statement
to include the requested information.

 6. We note your response to prior comment 19, but do not note any responsive revised disclosure. As such,
we reissue our comment. 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. Please discuss how the parties reached a valuation of $125 million at $11.14 per share
and include a description surrounding the discussion of the anticipated amount of the Closing Indebtedness and the decision to subtract
it from the merger consideration.

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.

Recommendation of the Board and Reasons
for the Business Combination, page 97

 7. We note your amended disclosure in response to prior comment 20. We note that the Clover Leaf Board
considered the fairness opinion. Please revise to state whether the Board considered that the consideration value of Kustom is below the
valuation ranges of the Analyses prepared by Newbridge and, if so, how the Board continued to believe the aggregate consideration to be
delivered was fair to Clover Leaf.

Response: The Company respectfully acknowledges
the Staff’s comment and advises the Staff that it has amended its disclosure on page 99 of the Registration Statement to include
the requested information.

    3

Kustom Entertainment Management Forecasts,
page 100

 8. We note Kustom’s management forecasts. Please revise to disclose whether the TicketSmarter and Kustom
440 business lines fall into the “Products” and/or “Services and other” line items for your revenue, here and
in your Management’s Discussion and Analysis, where you discuss product and service revenue from the sale of tickets, which appears to
be solely attributable to your TicketSmarter business line. Please also include a discussion as to why the other Kustom businesses, BirdVu
Jets and Digital Connect were not included in the forecasts; if revenues are not material from such business lines, revise to state as
much here and in your Management’s Discussion and Analysis.

Response: The Company respectfully acknowledges
the Staff’s comment and advises the Staff that it has amended its disclosure on pages 102–103 and 158 of the Registration
Statement to include the requested information. The Company also respectfully notes that the other Kustom businesses, BirdVu Jets and
Digital Connect, are not included in the forecasts because they are immaterial.

 9. Explain why the Kustom Entertainment Management Forecasts were not relied upon by the Clover Leaf Board,
considering your disclosure under “Recommendation of the Board...” indicates that the Clover Leaf Board received and reviewed
such projections. If the Clover Leaf Board has reason to believe that the projections were unreliable, revise to state as much and explain
why. Also, explain how the Clover Leaf Board determined to rely upon the Fairness Opinion, which relied upon the 2024E forecasts, even
though the Board determined not to rely upon such projections.

Response: The Company respectfully acknowledges
the Staff’s comment and advises the Staff that it has amended its disclosure on pages 99 and 101 of the Registration Statement to
include the requested information.

Engagement of Financial Advisor to Clover
Leaf, page 101

 10. We note your amended disclosure in response to prior comment 22. With respect to the Comparable Public
Company Analysis, please disclose whether any live event entertainment companies were withheld from the analysis and if so, explain the
decision to do so. Please also disclose any limitations of such analysis, for example, including that the majority of the companies included
here have a substantially higher stock price and balance sheet valuation than Digital Ally and by extension, Kustom Entertainment and
that such companies have a more substantial operating history than Kustom. Please include a similar discussion of the limitations for
the M&A Comparables.

Response: The Company respectfully acknowledges
the Staff’s comment and advises the Staff that it has amended its disclosure on pages 99 and 101 of the Registration Statement to
include the requested information.

    4

U.S. Federal Income Tax Considerations,
page 125

 11. We note your amended disclosure in response to prior comment 24 and we reissue in part. Please revise
your disclosure in the sections titled “Adoption of the Proposed Charter” and “Redemption of Clover Leaf Class A Common
Stock” to state that the tax consequences are the opinion of counsel. Refer to Staff Legal Bulletin No. 19.

Response: The Company respectfully acknowledges
the Staff’s comment and advises the Staff that it has amended its disclosure on page 128 of the Registration Statement to include
the requested information.

 12. We note your amended disclosure in response to prior comment 25. In the section titled “Redemption
of Clover Leaf Class A Common Stock,” please revise to indicate whether this is a “should” or “more likely than
not” opinion. Refer to Staff Legal Bulletin No. 19.

Response: The Company respectfully acknowledges
the Staff’s comment and advises the Staff that it has amended its disclosure on page 128 of the Registration Statement to include
the requested information.

Information About Kustom Entertainment

Corporate Information

History, page 150

 13. We have reviewed your response and revised disclosure to prior comment 31 noting the transfer of equity
interest between Digital Ally and Kustom Entertainment has already occurred. Please tell us how you accounted for this transaction and
cite the specific authoritative literature you utilized to support your accounting treatment.

Response: The Company respectfully acknowledges
the Staff’s comment and advises the Staff that it has amended its disclosure on page 152 of the Registration Statement to include
the requested information.

Management’s Discussion and Analysis
of Financial Condition and Results of Operations of Kustom Entertainment, page 153

 14. We note your response to prior comment 34. In this regard, revise to disclose, where material, the
gross transaction value, the number of visits to your websites, cost of customer acquisition, the purchase conversion rate, the overall
number of customers in your database, and the number and percentage of tickets sold via the website and mobile app, which you indicate
management reviews, based upon the disclosure in Digital Ally’s annual report on Form 10-K for the period ended December 31, 2022.

Response: The Company respectfully acknowledges
the Staff’s comment and advises the Staff that it has amended its disclosure on page 155 of the Registration Statement to include
the requested information. The Company also respectfully notes that we did not include the percentage of tickets sold via the mobile app
because the number is insignificant.

    5

Results of Operations

Nine Months Ended September 30, 2023 Compared
with the Nine Months Ended September 30, 2022

Revenue and Gross Profit, page 154

 15. We note your disclosure that the significant decrease in Service Revenues is due to the continued reduction
in promotional and advertising expenses. This appears to be inconsistent with your disclosure regarding the change in gross profit which
states the reduction of these expenses will not have a material impact on revenues. Please clarify or revise.

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

Year ended December 31, 2022 compared with
the year ended December 31, 2021, page 156

 16. We note your amended disclosure in response to prior comment 37. In connection with your sponsorship
and partnership network, please clarify whether Kustom typically receives the allotment of tickets for free, at a reduced price, or otherwise.
Please also clarify whether there is any other monetary relationship or fee structure associated with being a part of the Kustom sponsorship
and partnership network.

Response: The Company respectfully acknowledges
the Staff’s comment and advises the Staff that it has amended its disclosure on page 158 of the Registration Statement to include
the requested information.

Selling Stockholders and Plan of Distribution,
page 194

 17. We note your amended disclosure and response to prior comment 40. With respect to the distribution
of shares by Digital Ally to its security holders, please revise to:

 ● Identify
                                            Digital Ally as an underwriter;

 ● Include
                                            the relevant disclosure required for Digital Ally to distribute the shares to its stockholders,
                                            including Items 1-12A of Part I and Items 13-16 of Part II of Form S-1. In this respect,
                                            please also revise the current Selling Stockholders and Plan of Distribution disclosure on
                                            page 194 to remove references to “selling stockholders” and revise to reflect
                                            the sole selling stockholder, Digital Ally. Also, remove the disclosure on page 195 and elsewhere
                                            that reflects the sale of shares after Digital Ally conducts it distribution.

 ● Include
                                            relevant Rule 8-04 of Regulation S-X financial statement information for Digital Ally, which
                                            we