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Correspondence 0001213900-24-055855 from Clover Leaf Capital Corp. (CLOE, CLOER, CLOEU) (CIK 0001849058)

Clover Leaf Capital Corp. (CLOE, CLOER, CLOEU) (CIK 0001849058)
Date: June 25, 2024 · CIK: 0001849058 · Accession: 0001213900-24-055855

AI Filing Summary & Sentiment

File numbers found in text: 333-274851

Date
June 25, 2024
Author
Not clearly detected
Form
CORRESP
Company
Clover Leaf Capital Corp. (CLOE, CLOER, CLOEU) (CIK 0001849058)

Letter

Clover Leaf Capital Corp.

1450 Brickell Avenue, Suite 1420

Miami, FL 33131

VIA EDGAR

June 25, 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

Brian Fetterolf

Mara Ransom

Re: Clover Leaf Capital Corp.

Amendment No. 7 to Registration Statement on Form S-4

Filed May 31, 2024

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 June 20, 2024 relating to the Amendment No. 6 to Registration Statement on Form S-4, submitted by the Company to the Commission on June 14, 2024 (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. 7 to the Registration Statement, which is being submitted to the Commission contemporaneously with the submission of this letter.

Amendment No. 6 to Registration Statement on Form S-4 Filed June 14, 2024

Risk Factors, page 22

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.

Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has amended its disclosure on page 56 of the Registration Statement to include the requested information.

Item 21. Exhibits and Financial Statements Schedules., page II-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.

Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that such language has been removed from Exhibit 8.1 and the disclosure on page 134 of the Registration Statement.

* * *

We thank the Staff for its review of this response. Should you have any questions or require any additional information, please do not hesitate to contact our legal counsel, Jessica Yuan, Esq. of Ellenoff Grossman & Schole LLP, at jyuan@egsllp.com or by telephone at (212) 370-1300.

Very truly yours,
Clover Leaf Capital Corp.

Show Raw Text
CORRESP
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Clover Leaf Capital Corp.

1450 Brickell Avenue, Suite 1420

Miami, FL 33131

VIA EDGAR

June 25, 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

    Brian Fetterolf

    Mara Ransom

    Re:
    Clover Leaf Capital Corp.

    Amendment No. 7 to Registration Statement on Form S-4

    Filed May 31, 2024

    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 June 20, 2024 relating to the Amendment No. 6
to Registration Statement on Form S-4, submitted by the Company to the Commission on June 14, 2024 (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. 7 to the Registration Statement, which is being
submitted to the Commission contemporaneously with the submission of this letter.

Amendment No. 6 to Registration Statement
on Form S-4 Filed June 14, 2024

Risk Factors, page 22

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.

Response: The Company respectfully acknowledges
the Staff’s comment and advises the Staff that it has amended its disclosure on page 56 of the Registration Statement to include
the requested information.

Item 21. Exhibits and Financial Statements Schedules., page II-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.

Response: The Company respectfully acknowledges
the Staff’s comment and advises the Staff that such language has been removed from Exhibit 8.1 and the disclosure on page 134 of
the Registration Statement.

* * *

We thank the Staff for its
review of this response. Should you have any questions or require any additional information, please do not hesitate to contact our legal
counsel, Jessica Yuan, Esq. of Ellenoff Grossman & Schole LLP, at jyuan@egsllp.com or by telephone at (212) 370-1300.

    Very truly yours,

    Clover Leaf Capital Corp.

    By:
    /s/ Felipe MacLean

    Name:
    Felipe MacLean

    Title:
    Chief Executive Officer

    cc:
    Ellenoff Grossman & Schole LLP