UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): August
27, 2024
Clover Leaf Capital Corp.
(Exact Name of Registrant as Specified in Charter)
| Delaware |
|
001-40625 |
|
85-2303279 |
|
(State or Other Jurisdiction
of Incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
|
1450 Brickell Avenue, Suite 1420
Miami, FL |
|
33131 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s telephone number, including area
code: (305) 577-0031
Not Applicable
(Former Name or Former Address, if Changed Since Last
Report)
Check the appropriate box below
if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions
(see General Instruction A.2. below):
| ☒ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c)) |
Securities registered pursuant to Section 12(b) of
the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Units, each consisting of one share of Class A common stock, $0.0001 par value and one Right to receive one-eighth (1/8) of one share of Class A Common Stock upon the consummation of an initial business combination |
|
CLOEU |
|
The Nasdaq Stock Market LLC |
| Class A Common Stock, par value $0.0001 per share |
|
CLOE |
|
The Nasdaq Stock Market LLC |
| Rights, every eight (8) rights entitles the holder to receive one share of Class A Common Stock upon the consummation of an initial business combination |
|
CLOER |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an
emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark
if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 Other Events
On August 27, 2024, Clover Leaf
Capital Corp., a Delaware corporation (together with its successors, “Clover Leaf”) issued a press release (the “Press
Release”) announcing that its special meeting of its stockholders in lieu of its 2024 Annual Meeting of Stockholders (the “Meeting”)
to approve its proposed initial business combination has been further postponed to 4:30 p.m., Eastern Time on Thursday, September 5, 2024.
At the meeting, stockholders of Clover Leaf will be asked to vote on proposals to approve, among other things, its proposed initial business
combination (the “Business Combination”) with Kustom Entertainment, Inc., a Nevada corporation (“Kustom Entertainment”
or the “Company”), pursuant to an Agreement and Plan of Merger (as amended, the “Merger Agreement”), by and among
Clover Leaf, CL Merger Sub, Inc., a Nevada corporation and a wholly-owned subsidiary of Clover Leaf (“Merger Sub”), Yntegra
Capital Investments LLC, a Delaware limited liability company, in the capacity as the Purchaser Representative (as defined in the Merger
Agreement) and Digital Ally, Inc., a Nevada corporation and the sole stockholder of the Company (“Digital Ally”) . There is
no change to the location, the record date, the purpose or any of the proposals to be acted upon at the Meeting.
As a result of this change, the
Meeting will now be held at 4:30 p.m. Eastern Time on Thursday, September 5, 2024, via the live webcast at https://www.cstproxy.com/cloverlcc/bc2024.
Clover Leaf’s stockholders may submit publicly held Clover Leaf Class A common stock for redemption in connection with the Business
Combination until such extended deadline of 5:00 p.m. Eastern Time on Tuesday, September 3, 2024, whether or not such stockholders hold
shares as of the Record Date. Stockholders who may wish to withdraw their previously submitted redemption requests may do so at any time
prior to the Meeting or such other date as determined by Clover Leaf, by requesting Clover Leaf’s transfer agent Continental Stock
Transfer & Trust Company to return such shares. The record date for Clover Leaf’s stockholders to vote in the Meeting remains
July 24, 2024.
A
copy of the Press Release is filed herewith as Exhibit 99.1.
Additional Information and Where to Find It
In connection
with the Business Combination, Clover Leaf has filed the Proxy/Registration Statement with the SEC, which includes a definitive proxy
statement to be distributed to holders of Clover Leaf’s common stock in connection with Clover Leaf’s solicitation of proxies
for the vote by Clover Leaf’s stockholders with respect to the Business Combination and other matters as described in the Proxy/Registration
Statement, as well as, a prospectus relating to the offer of the securities to be issued to Kustom Entertainment’s stockholder in
connection with the Business Combination. Clover Leaf has mailed a definitive proxy statement to its stockholders. Before making any voting
or investment decision, investors and security holders of Clover Leaf and other interested parties are urged to read the proxy statement
and/or prospectus, any amendments thereto and any other documents filed with the SEC carefully and in their entirety when they become
available because they will contain important information about the Business Combination and the parties to the Business Combination.
Investors and security holders may obtain free copies of the definitive proxy statement/prospectus and other documents filed with the
SEC by Clover Leaf through the website maintained by the SEC at http://www.sec.gov, or by directing a request to: 1450 Brickell Avenue,
Suite 1420, Miami, FL 33131.
Forward-Looking Statements
This
report contains certain forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities
Litigation Reform Act of 1955. These forward-looking statements include, without limitation, the expectations of Digital Ally, Clover
Leaf and Kustom Entertainment with respect to the proposed Business Combination between Clover Leaf and Kustom Entertainment, including
statements regarding the benefits of the Business Combination, the anticipated timing of the Business Combination, the implied valuation
of Kustom Entertainment, the products offered by Kustom Entertainment and the markets in which it operates, and Kustom Entertainment’s
projected future results. Words such as “believe,” “project,” “expect,” “anticipate,”
“estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,”
“may,” “should,” “will,” “would,” “will be,” “will continue,”
“will likely result,” and similar expressions are intended to identify such forward-looking statements. Forward-looking statements
are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a
result, are subject to significant risks and uncertainties that could cause the actual results to differ materially from the expected
results. Most of these factors are outside of Digital Ally’s, Clover Leaf’s and Kustom Entertainment’s control and are
difficult to predict. Factors that may cause actual future events to differ materially from the expected results, include, but are not
limited to: (i) the risk that the Business Combination may not be completed in a timely manner or at all, which may adversely affect the
price of Digital Ally’s and Clover Leaf’s securities, (ii) the risk that the Business Combination may not be completed by
Clover Leaf’s business combination deadline, even if extended by its stockholders, (iii) the potential failure to obtain an extension
of the business combination deadline if sought by Clover Leaf; (iv) the failure to satisfy the conditions to the consummation of the Business
Combination, including the adoption of the agreement and plan of merger (“Merger Agreement”) by the stockholders of Clover
Leaf, (v) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement, (vi)
the failure to obtain any applicable regulatory approvals required to consummate the Business Combination, (vii) the receipt of an unsolicited
offer from another party for an alternative transaction that could interfere with the Business Combination, (viii) the effect of the announcement
or pendency of the Business Combination on Kustom Entertainment’s business relationships, performance, and business generally, (ix)
the inability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition
and the ability of the post-combination company to grow and manage growth profitability and retain its key employees, (x) costs related
to the Business Combination, (xi) the outcome of any legal proceedings that may be instituted against Kustom Entertainment or Clover Leaf
following the announcement of the proposed Business Combination, (xii) the ability to maintain the listing of Clover Leaf’s securities
on the Nasdaq prior to the Business Combination, (xiii) the ability to implement business plans, forecasts, and other expectations after
the completion of the proposed Business Combination, and identify and realize additional opportunities, (xiv) the risk of downturns and
the possibility of rapid change in the highly competitive industry in which Kustom Entertainment operates, (xv) the risk that demand for
Kustom Entertainment’s services may be decreased due to a decrease in the number of large-scale sporting events, concerts and theater
shows, (xvi) the risk that any adverse changes in Kustom Entertainment’s relationships with buyer, sellers and distribution partners
may adversely affect the business, financial condition and results of operations, (xvii) the risk that changes in Internet search engine
algorithms and dynamics, or search engine disintermediation, or changes in marketplace rules could have a negative impact on traffic for
Kustom Entertainment’s sites and ultimately, its business and results of operations, (xviii) the risk that any decrease in the willingness
of artists, teams and promoters to continue to support the secondary ticket market may result in decreased demand for Kustom Entertainment’s
services, (xix) the risk that Kustom Entertainment is not able to maintain and enhance its brand and reputation in its marketplace, adversely
affecting Kustom Entertainment’s business, financial condition and results of operations, (xx) the risk of the occurrence of extraordinary
events, such as terrorist attacks, disease epidemics or pandemics, severe weather events and natural disasters, (xxi) the risk that because
Kustom Entertainment’s operations are seasonal and its results of operations vary from quarter to quarter and year over year, its
financial performance in certain financial quarters or years may not be indicative of, or comparable to, Kustom Entertainment’s
financial performance in subsequent financial quarters or years, (xxii) the risk that periods of rapid growth and expansion could place
a significant strain on Kustom Entertainment’s resources, including its employee base, which could negatively impact Kustom Entertainment’s
operating results, (xxiii) the risk that Kustom Entertainment may never achieve or sustain profitability, (xxiv) the risk that Kustom
Entertainment may need to raise additional capital to execute its business plan, which many not be available on acceptable terms or at
all; (xxv) the risk that third-parties suppliers and manufacturers are not able to fully and timely meet their obligations, (xxvi) the
risk that Kustom Entertainment is unable to secure or protect its intellectual property, (xxvii) the risk that the post-combination company’s
securities will not be approved for listing on Nasdaq or if approved, maintain the listing and (xxviii) other risks and uncertainties
indicated from time to time in the proxy statement and/or prospectus to be filed relating to the Business Combination. There may be additional
risks that Digital Ally and Kustom Entertainment presently do not know or that Digital Ally and Kustom Entertainment currently believe
are immaterial that could also cause results to differ from those contained in any forward-looking statements. Forward-looking statements
speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Digital Ally,
Kustom Entertainment and Clover Leaf assume no obligation and do not intend to update or revise these forward-looking statements, whether
as a result of new information, future events, or otherwise.
The foregoing
list of factors is not exhaustive. Recipients should carefully consider such factors, with respect to the proposed Business Combination,
and the other risks and uncertainties described and to be described in the “Risk Factors” section of Clover Leaf’s Annual
Report on Form 10-K filed for the year ended December 31, 2023 filed with the SEC on March 22, 2024 and subsequent periodic reports filed
by Clover Leaf with the SEC, the Proxy/ Registration Statement and other documents filed or to be filed by Clover Leaf from time to time
with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to
differ materially from those contained in the forward-looking statements with respect to the proposed Business Combination. Forward-looking
statements speak only as of the date they are made. Recipients are cautioned not to put undue reliance on forward-looking statements with
respect to the proposed Business Combination, and neither Kustom Entertainment nor Clover Leaf assume any obligation to, nor intend to,
update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise, except as required
by law. Neither Kustom Entertainment nor Clover Leaf gives any assurance that either Kustom Entertainment or Clover Leaf, or the combined
company, will achieve its expectations.
Participants in the Solicitation
Clover
Leaf and Kustom Entertainment and their respective directors and certain of their respective executive officers and other members of management
and employees may be considered participants in the solicitation of proxies from the stockholders of Clover Leaf with respect to the Business
Combination. Information about the directors and executive officers of Clover Leaf is set forth in its Annual Report on Form 10-K for
the fiscal year ended December 31, 2023 filed with the SEC on March 22, 2024. Additional information regarding the participants in the
proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, are included in the proxy
statement and/or prospectus and other relevant materials to be filed with the SEC regarding the Business Combination. Stockholders, potential
investors and other interested persons should read the proxy statement and/or prospectus carefully before making any voting or investment
decisions. When available, these documents can be obtained free of charge from the sources indicated above.
No Offer or Solicitation
This
communication shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of
the proposed Business Combination. This communication shall not constitute an offer to sell or the solicitation of an offer to buy any
securities, nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. No offering of securities
shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended, or
an exemption therefrom.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
SIGNATURES
Pursuant to the requirements of
the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| |
Clover Leaf Capital Corp. |
| |
|
| Date: August 27, 2024 |
By: |
/s/ Felipe MacLean |
| |
|
Name: |
Felipe MacLean |
| |
|
Title: |
Chief Executive Officer |
Exhibit 99.1
Clover Leaf Capital Corp. Announces Postponement
of Special Meeting of Stockholders Date to September 5, 2024
MIAMI, FL and KANSAS CITY, KS, Aug. 27, 2024 (GLOBE
NEWSWIRE) -- Clover Leaf Capital Corp. (Nasdaq: CLOE) (“CLOE” or “Clover Leaf”), a publicly traded special purpose
acquisition company, and Digital Ally, Inc. (Nasdaq: DGLY) (“Digital Ally”) today announced
that its special meeting of its stockholders in lieu of its 2024 Annual Meeting of Stockholders (the “Meeting” ) to
approve its proposed initial business combination has been further postponed to 4:30 p.m., Eastern Time on Thursday, September 5, 2024.
At the meeting, stockholders of Clover Leaf will be asked to vote on proposals to approve, among other things, its proposed initial business
combination (the “Business Combination”) with Kustom Entertainment, Inc., a Nevada corporation (“Kustom Entertainment”
or the “Company”), pursuant to an Agreement and Plan of Merger (as amended, the “Merger Agreement”), by and among
Clover Leaf, CL Merger Sub, Inc., a Nevada corporation and a wholly-owned subsidiary of Clover Leaf (“Merger Sub”), Yntegra
Capital Investments LLC, a Delaware limited liability company, in the capacity as the Purchaser Representative (as defined in the Merger
Agreement) and Digital Ally, Inc., a Nevada corporation and the sole stockholder of the Company (“Digital Ally”). There is
no change to the location, the record date, the purpose or any of the proposals to be acted upon at the Meeting.
As a result of this change, the
Meeting will now be held at 4:30 p.m. Eastern Time on Thursday, September 5, via the live webcast at https://www.cstproxy.com/cloverlcc/bc2024.
Also as a result of this change, the deadline for holders of Clover Leaf’s Class A common stock issued in Clover Leaf’s initial
public offering to submit their shares for redemption in connection with the Business Combination, is being extended to 5:00 p.m. Eastern
Time on Tuesday, September 3, 2024. The record date for Clover Leaf’s stockholders to vote in the Meeting remains July 24, 2024.
Clover Leaf plans to continue
to solicit proxies from stockholders during the period prior to the Meeting. Only the holders of the Clover Leaf’s common stock
as of the close of business on July 24, 2024, the record date for the Meeting, are entitled to vote at the Meeting.
If any Clover Leaf stockholder
has any questions or need assistance, such stockholder should (i) reach out to his, her or its broker or (ii) contact Morrow Sodali LLC,
Clover Leaf’s proxy solicitor, for assistance via e-mail at CLOE.info or toll-free call at 800-662-5200. Banks and brokers can place
a collect call to Morrow Sodali LLC at 203-658-9400 or email at CLOE.info@investor.morrowsodali.com.
About Kustom Entertainment, Inc.
Kustom Entertainment, Inc., a recently formed wholly-owned
subsidiary of Digital Ally, will provide oversight to currently wholly-owned subsidiaries TicketSmarter, Kustom 440, and BirdVu Jets.
TicketSmarter offers tickets to more than 125,000
live events ranging from concerts to sports and theatre shows. TicketSmarter is the official ticket resale partner of over 35 collegiate
conferences, over 300 universities, and hundreds of events and venues nationally. TicketSmarter is a primary and secondary ticketing solution
for events and high-profile venues across North America. For more information on TicketSmarter, visit www.Ticketsmarter.com.
Established in late 2022, Kustom 440 is an entertainment
division of Kustom Entertainment, Inc., whose mission it is to attract, manage and promote concerts, sports and private events. Kustom
440 is unique in that it brings a primary and secondary ticketing platform, in addition to its well-established relationships with artists,
venues, and municipalities. For more information on Kustom 440, visit www.Kustom440.com.
Kustom Entertainment operates through its wholly-owned
subsidiaries TicketSmarter, Inc. (“TicketSmarter”), Kustom 440, Inc. (“Kustom 440”), and BirdVu Jets, Inc. (“BirdVu
Jets”). Following the closing of the Business Combination, TicketSmarter, Kustom 440, and BirdVu Jets will combine their management
teams and focus on concerts, entertainment and garnering additional ticketing partnerships, as well as using existing sponsorships and
sports property partnerships to develop alternative entertainment options for consumers.
About Clover Leaf Capital Corp.
Clover Leaf Capital Corp. is a newly organized blank
check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization
or similar business combination with one or more businesses.
For more information, contact:
Stanton E. Ross, CEO
Info@kustoment.com
Info@cloverlcc.com
Forward-Looking Statements
This press release contains certain forward-looking
statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1955. These
forward-looking statements include, without limitation, CLOE’s and Kustom Entertainment’s expectations with respect to the
proposed business combination between CLOE and Kustom Entertainment, including statements regarding the benefits of the transaction, the
anticipated timing of the transaction, the implied valuation of Kustom Entertainment, the products offered by Kustom Entertainment and
the markets in which it operates, and Kustom Entertainment’s projected future results. Words such as “believe,” “project,”
“expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,”
“opportunity,” “plan,” “may,” “should,” “will,” “would,” “will
be,” “will continue,” “will likely result,” and similar expressions are intended to identify such forward-looking
statements. Forward-looking statements are predictions, projections and other statements about future events that are based on current
expectations and assumptions and, as a result, are subject to significant risks and uncertainties that could cause the actual results
to differ materially from the expected results. Most of these factors are outside CLOE’s and Kustom Entertainment’s control
and are difficult to predict. Factors that may cause actual future events to differ materially from the expected results, include, but
are not limited to: (i) the risk that the transaction may not be completed in a timely manner or at all, which may adversely affect the
price of CLOE’s securities, (ii) the risk that the transaction may not be completed by CLOE’s business combination deadline,
even if extended by its stockholders, (iii) and the potential failure to obtain an extension of the business combination deadline if sought
by Clover Leaf; (iv) the failure to satisfy the conditions to the consummation of the transaction, including the adoption of the agreement
and plan of merger (“Merger Agreement”) by the stockholders of CLOE, (v) the occurrence of any event, change or other circumstance
that could give rise to the termination of the Merger Agreement, (vi) the failure to obtain any applicable regulatory approvals required
to consummate the business combination; (vii) the receipt of an unsolicited offer from another party for an alternative transaction that
could interfere with the business combination, (viii) the effect of the announcement or pendency of the transaction on Kustom Entertainment’s
business relationships, performance, and business generally, (ix) the inability to recognize the anticipated benefits of the business
combination, which may be affected by, among other things, competition and the ability of the post-combination company to grow and manage
growth profitability and retain its key employees, (x) costs related to the business combination, (xi) the outcome of any legal proceedings
that may be instituted against Kustom Entertainment or CLOE following the announcement of the proposed business combination, (xii) the
ability to maintain the listing of CLOE’s securities on the Nasdaq prior to the business combination, (xiii) the ability to implement
business plans, forecasts, and other expectations after the completion of the proposed business combination, and identify and realize
additional opportunities, (xiv) the risk of downturns and the possibility of rapid change in the highly competitive industry in which
Kustom Entertainment operates, (xv) the risk that demand for Kustom Entertainment’s services may be decreased due to a decrease
in the number of large-scale sporting events, concerts and theater shows, (xvi) the risk that any adverse changes in Kustom Entertainment’s
relationships with buyer, sellers and distribution partners may adversely affect the business, financial condition and results of operations,
(xvii) the risk that Changes in Internet search engine algorithms and dynamics, or search engine disintermediation, or changes in marketplace
rules could have a negative impact on traffic for Kustom Entertainment’s sites and ultimately, its business and results of operations;
(xviii) the risk that any decrease in the willingness of artists, teams and promoters to continue to support the secondary ticket market
may result in decreased demand for Kustom Entertainment’s services; (xix) the risk that Kustom Entertainment is not able to maintain
and enhance its brand and reputation in its marketplace, adversely affecting Kustom Entertainment’s business, financial condition
and results of operations, (xx) the risk of the occurrence of extraordinary events, such as terrorist attacks, disease epidemics or pandemics,
severe weather events and natural disasters, (xxi) the risk that because Kustom Entertainment’s operations are seasonal and its
results of operations vary from quarter to quarter and year over year, its financial performance in certain financial quarters or years
may not be indicative of, or comparable to, Kustom Entertainment’s financial performance in subsequent financial quarters or years;
(xxii) the risk that periods of rapid growth and expansion could place a significant strain on Kustom Entertainment’s resources,
including its employee base, which could negatively impact Kustom Entertainment’s operating results; (xxiii) the risk that Kustom
Entertainment may never achieve or sustain profitability; (xxiv) the risk that Kustom Entertainment may need to raise additional capital
to execute its business plan, which many not be available on acceptable terms or at all; (xxv) the risk that third-parties suppliers and
manufacturers are not able to fully and timely meet their obligations, (xxvi) the risk that Kustom Entertainment is unable to secure or
protect its intellectual property, (xxvii) the risk that the post-combination company’s securities will not be approved for listing
on Nasdaq or if approved, maintain the listing and (xxviii) other risks and uncertainties indicated from time to time in the proxy statement
and/or prospectus relating to the business combination, including those under the “Risk Factors” section therein and in CLOE’s
other filings with the SEC. The foregoing list of factors is not exhaustive. Forward-looking statements speak only as of the date they
are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Kustom Entertainment and CLOE assume no obligation
and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise.
Important Information and Where to Find It
In connection with the transaction, CLOE has filed
the Registration Statement with the SEC, which includes a proxy statement to be distributed to holders of CLOE’s common stock in
connection with CLOE’s solicitation of proxies for the vote by CLOE’s stockholders with respect to the transaction and other
matters as described in the Registration Statement, as well as a prospectus relating to the offer of the securities to be issued to Kustom
Entertainment’s stockholder in connection with the transaction. Before making any voting or investment decision, investors and
security holders and other interested parties are urged to read the Registration Statement, any amendments thereto and any other documents
filed with the SEC carefully and in their entirety because they contain important information about CLOE, Kustom Entertainment and the
transaction. Investors and security holders may obtain free copies of the proxy statement/prospectus and other documents filed with
the SEC by CLOE through the website maintained by the SEC at http://www.sec.gov, or by directing a request to: 1450 Brickell Avenue, Suite
2520, Miami, FL 33131.
Participants in Solicitation
CLOE and Kustom Entertainment and their respective
directors and certain of their respective executive officers and other members of management and employees may be considered participants
in the solicitation of proxies with respect to the transaction. Information about the directors and executive officers of CLOE is set
forth in its Annual Report on Form 10-K for the fiscal year ended December 31, 2023 filed with the SEC on March 22, 2024. Additional information
regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or
otherwise, are included in the proxy statement/ prospectus and other relevant materials to be filed with the SEC regarding the transaction.
Stockholders, potential investors and other interested persons should read the proxy statement/prospectus carefully before making any
voting or investment decisions. These documents can be obtained free of charge from the sources indicated above.
No Offer or Solicitation
This press release shall not constitute a solicitation
of a proxy, consent or authorization with respect to any securities or in respect of the proposed business combination. This communication
shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities
in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under
the securities laws of any such state or jurisdiction. No offering of securities shall be made except by means of a prospectus meeting
the requirements of Section 10 of the U.S. Securities Act of 1933, as amended, or an exemption therefrom.
Clover Leaf Capital (NASDAQ:CLOEU)
Gráfica de Acción Histórica
De Oct 2024 a Nov 2024
Clover Leaf Capital (NASDAQ:CLOEU)
Gráfica de Acción Histórica
De Nov 2023 a Nov 2024
