Correspondence 0001213900-24-060162 from Clover Leaf Capital Corp. (CLOE, CLOER, CLOEU) (CIK 0001849058)
Clover Leaf Capital Corp. (CLOE, CLOER, CLOEU) (CIK 0001849058)
Date: July 9, 2024 · CIK: 0001849058 · Accession: 0001213900-24-060162
AI Filing Summary & Sentiment
File numbers found in text: 333-274851
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CORRESP
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filename1.htm
Clover
Leaf Capital Corp.
1450
Brickell Avenue, Suite 1420
Miami,
FL 33131
VIA
EDGAR
July
9, 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 June 26, 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 July 1, 2024 relating
to the Amendment No. 7 to Registration Statement on Form S-4, submitted by the Company to the Commission on June 26, 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. 8 to the Registration Statement,
which is being submitted to the Commission contemporaneously with the submission of this letter.
Summary
of the Proxy Statement/Prospectus
Clover
Leaf Nasdaq Listing, page 13
1. We
note your preliminary proxy statement filed June 25, 2024, which seeks to extend the date
that you must consummate your initial business combination from July 22, 2024 to October
22, 2024. We further note that you amended the business combination agreement so as to change
the outside date from July 22, 2024 to August 30, 2024. Here or in another place in your
prospectus summary, as appropriate, please revise to explain that the proposed termination
deadline of October 22, 2024 and the amended outside date of August 30, 2024 contemplate
a timeline for your business combination that do not comply with Nasdaq IM-5101-2, or advise,
and disclose the risks of your non-compliance with this rule, including that your securities
may be subject to suspension and delisting from Nasdaq, similar to the risk factor entitled
“The Charter Extension contemplated by the Extension Amendment Proposal contravenes
Nasdaq rules . . . ,” which we note you include on page 14 of your preliminary proxy
statement.
Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has amended its disclosure on pages 14–15
and 38 of the Registration Statement to include the requested information.
Item
21. Exhibits and Financial Statements Schedules., page II-2
2. To
the extent that the resale prospectus contemplates offering 30% (as opposed to 20%) of the
Merger Consideration as part of the Digital Ally Distribution, please revise to update Exhibit
5.1 and 107. In this regard, both the legal opinion and filing fee table continue to indicate
that you contemplate an offering of 20% of the Merger Consideration.
Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has updated Exhibit 5.1 and 107 accordingly.
General
3. With
respect to the Digital Ally Distribution, revise to select the percentage and quantify the
number of shares you are registering in the distribution on page 210 consistent with Item
501(b)(2) of Regulation S-K, which requires you to state the amount of securities offered
at this time.
Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has amended its disclosure on the cover
page and pages v, x, xxi, 2, 57, 95, 100, 187, 212, and 216 of the Registration Statement to include the requested information.
4. We
note your revised disclosure that “Digital Ally intends to effect the Digital Ally Distribution
by making a pro rata in-kind distribution of the securities to its stockholders and certain
warrantholders pursuant to the registration statement…” Please elaborate upon
the identity of the “certain” warrantholders, including the terms of such warrants,
number of warrantholders and amount of warrants that will be part of the distribution and
why only “certain” of your outstanding warrants will be participating in the distribution.
Provide us with your analysis as to how the distribution continues to be a “pro rata
in kind,” when it no longer appears that you are providing equal value because you have
introduced a new class of securities.
Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on the cover
page and pages iv, xix, 11, 37 and 216 of the Registration Statement.
*
* *
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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
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