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
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File numbers found in text: 333-274851
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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