Mga Batayang Estadistika
CIK | 1849058 |
SEC Filings
SEC Filings (Chronological Order)
November 8, 2024 |
TERMINATION AND RELEASE AGREEMENT Exhibit 10.1 Execution Copy TERMINATION AND RELEASE AGREEMENT THIS TERMINATION AND RELEASE AGREEMENT, dated as of November 7, 2024 (this “Agreement”), is entered into by and among (i) Clover Leaf Capital Corp., a Delaware corporation (together with its successors, the “Purchaser”), (ii) CL Merger Sub, Inc., a Nevada corporation and a wholly-owned subsidiary of the Purchaser (“Merger Sub”), (iii) Y |
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November 8, 2024 |
Exhibit 99.1 Clover Leaf Capital Corp. Announces Termination of Merger Agreement, Cancellation of Special Meeting and its Intention to Liquidate MIAMI, FL, November 8, 2024 (GLOBE NEWSWIRE) - Clover Leaf Capital Corp. (OTC: CLOE) (the “Company” or “Clover Leaf”), announced today that Clover Leaf and Kustom Entertainment, Inc. (“Kustom Entertainment”) have mutually agreed to terminate their previou |
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November 8, 2024 |
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): November 7, 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 |
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October 23, 2024 |
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): October 21, 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 |
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October 23, 2024 |
Exhibit 3.1 FIFTH AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CLOVER LEAF CAPITAL CORP. Pursuant to Section 242 of the Delaware General Corporation Law CLOVER LEAF CAPITAL CORP. (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, does hereby certify as follows: 1. The name of the Corporation is Clover Leaf Capital Corp. The C |
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October 18, 2024 |
Exhibit 99.1 Clover Leaf Capital Corp. Announces Adjournment of Special Meeting of Stockholders on Proposed Business Combination MIAMI, FL and KANSAS CITY, KS, Oct. 18, 2024 (GLOBE NEWSWIRE) - Clover Leaf Capital Corp. (OTC: CLOE) (“CLOE” or “Clover Leaf”), a publicly traded special purpose acquisition company, and Digital Ally, Inc. (Nasdaq: DGLY) (“Digital Ally”) today announced that on October |
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October 18, 2024 |
Exhibit 99.1 Clover Leaf Capital Corp. Announces Adjournment of Special Meeting of Stockholders on Proposed Business Combination MIAMI, FL and KANSAS CITY, KS, Oct. 18, 2024 (GLOBE NEWSWIRE) - Clover Leaf Capital Corp. (OTC: CLOE) (“CLOE” or “Clover Leaf”), a publicly traded special purpose acquisition company, and Digital Ally, Inc. (Nasdaq: DGLY) (“Digital Ally”) today announced that on October |
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October 18, 2024 |
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): October 18, 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 |
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October 18, 2024 |
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): October 18, 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 |
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October 11, 2024 |
Other Events, Financial Statements and Exhibits 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): October 11, 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 |
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October 11, 2024 |
Exhibit 99.1 Clover Leaf Capital Corp. Announces Adjournment of Special Meeting of Stockholders on Proposed Business Combination MIAMI, FL and KANSAS CITY, KS, Oct. 11, 2024 (GLOBE NEWSWIRE) - Clover Leaf Capital Corp. (OTC: CLOE) (“CLOE” or “Clover Leaf”), a publicly traded special purpose acquisition company, and Digital Ally, Inc. (Nasdaq: DGLY) (“Digital Ally”) today announced that on October |
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October 11, 2024 |
Exhibit 99.1 Clover Leaf Capital Corp. Announces Adjournment of Special Meeting of Stockholders on Proposed Business Combination MIAMI, FL and KANSAS CITY, KS, Oct. 11, 2024 (GLOBE NEWSWIRE) - Clover Leaf Capital Corp. (OTC: CLOE) (“CLOE” or “Clover Leaf”), a publicly traded special purpose acquisition company, and Digital Ally, Inc. (Nasdaq: DGLY) (“Digital Ally”) today announced that on October |
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October 11, 2024 |
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): October 11, 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 |
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October 10, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin |
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September 30, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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September 27, 2024 |
Exhibit 99.1 Clover Leaf Capital Corp. Announces Adjournment of Special Meeting of Stockholders on Proposed Business Combination MIAMI, FL and KANSAS CITY, KS, Sept. 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 on Sept |
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September 27, 2024 |
Exhibit 99.1 Clover Leaf Capital Corp. Announces Adjournment of Special Meeting of Stockholders on Proposed Business Combination MIAMI, FL and KANSAS CITY, KS, Sept. 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 on Sept |
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September 27, 2024 |
Financial Statements and Exhibits, Other Events 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): September 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) (Commissio |
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September 27, 2024 |
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): September 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) (Commissio |
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September 20, 2024 |
Financial Statements and Exhibits, Other Events 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): September 20, 2024 Clover Leaf Capital Corp. (Exact Name of Registrant as Specified in Charter) Delaware 001-40625 85-2303279 (State or Other Jurisdiction of Incorporation) (Commissio |
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September 20, 2024 |
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): September 20, 2024 Clover Leaf Capital Corp. (Exact Name of Registrant as Specified in Charter) Delaware 001-40625 85-2303279 (State or Other Jurisdiction of Incorporation) (Commissio |
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September 20, 2024 |
Exhibit 99.1 Clover Leaf Capital Corp. Announces Adjournment of Special Meeting of Stockholders on Proposed Business Combination MIAMI, FL and KANSAS CITY, KS, Sept. 20, 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 on Sept |
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September 20, 2024 |
EX-99.1 2 ea021526101ex99-1clover.htm PRESS RELEASE, DATED SEPTEMBER 20, 2024 Exhibit 99.1 Clover Leaf Capital Corp. Announces Adjournment of Special Meeting of Stockholders on Proposed Business Combination MIAMI, FL and KANSAS CITY, KS, Sept. 20, 2024 (GLOBE NEWSWIRE) - Clover Leaf Capital Corp. (Nasdaq: CLOE) (“CLOE” or “Clover Leaf”), a publicly traded special purpose acquisition company, and D |
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September 16, 2024 |
Exhibit 99.1 Clover Leaf Capital Corp. Announces Postponement of Special Meeting of Stockholders Date to September 20, 2024 MIAMI, FL and KANSAS CITY, KS, September 16, 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 spec |
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September 16, 2024 |
Exhibit 99.1 Clover Leaf Capital Corp. Announces Postponement of Special Meeting of Stockholders Date to September 20, 2024 MIAMI, FL and KANSAS CITY, KS, September 16, 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 spec |
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September 16, 2024 |
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): September 16, 2024 Clover Leaf Capital Corp. (Exact Name of Registrant as Specified in Charter) Delaware 001-40625 85-2303279 (State or Other Jurisdiction of Incorporation) (Commissio |
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September 16, 2024 |
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): September 16, 2024 Clover Leaf Capital Corp. (Exact Name of Registrant as Specified in Charter) Delaware 001-40625 85-2303279 (State or Other Jurisdiction of Incorporation) (Commissio |
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September 4, 2024 |
Exhibit 99.1 Clover Leaf Capital Corp. Announces Postponement of Special Meeting of Stockholders Date to September 17, 2024 MIAMI, FL and KANSAS CITY, KS, Sept. 04, 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 |
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September 4, 2024 |
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): September 3, 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 |
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September 4, 2024 |
SECOND AMENDMENT MERGER AGREEMENT Exhibit 2.1 SECOND AMENDMENT TO MERGER AGREEMENT This Second Amendment (“Second Amendment”) to the Merger Agreement (as defined below) is made and entered into as of September 3, 2024, by and among (i) Clover Leaf Capital Corp., a Delaware corporation (together with its successors, the “Purchaser”), (ii) Yntegra Capital Investments LLC, a Delaware limited liability company, in the capacity as the |
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September 4, 2024 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events 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): September 3, 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 |
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September 4, 2024 |
SECOND AMENDMENT MERGER AGREEMENT Exhibit 2.1 SECOND AMENDMENT TO MERGER AGREEMENT This Second Amendment (“Second Amendment”) to the Merger Agreement (as defined below) is made and entered into as of September 3, 2024, by and among (i) Clover Leaf Capital Corp., a Delaware corporation (together with its successors, the “Purchaser”), (ii) Yntegra Capital Investments LLC, a Delaware limited liability company, in the capacity as the |
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September 4, 2024 |
Exhibit 99.1 Clover Leaf Capital Corp. Announces Postponement of Special Meeting of Stockholders Date to September 17, 2024 MIAMI, FL and KANSAS CITY, KS, Sept. 04, 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 |
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September 3, 2024 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing 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 30, 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 F |
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September 3, 2024 |
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 30, 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 F |
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August 27, 2024 |
Financial Statements and Exhibits, Other Events 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 F |
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August 27, 2024 |
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 me |
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August 27, 2024 |
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 me |
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August 27, 2024 |
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 F |
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August 21, 2024 |
Exhibit 99.1 Clover Leaf Capital Corp. Announces Postponement of Special Meeting of Stockholders Date to August 27, 2024 MIAMI, FL and KANSAS CITY, KS, Aug. 21, 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 meet |
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August 21, 2024 |
Exhibit 99.1 Clover Leaf Capital Corp. Announces Postponement of Special Meeting of Stockholders Date to August 27, 2024 MIAMI, FL and KANSAS CITY, KS, Aug. 21, 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 meet |
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August 21, 2024 |
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 21, 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 F |
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August 21, 2024 |
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 21, 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 F |
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August 15, 2024 |
Exhibit 99.1 Clover Leaf Capital Corp. Announces Postponement of Special Meeting of Stockholders Date to August 23, 2024 MIAMI, FL and KANSAS CITY, KS, August 15, 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 me |
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August 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40625 CLOVER LEA |
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August 15, 2024 |
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 15, 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 F |
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August 15, 2024 |
Exhibit 99.1 Clover Leaf Capital Corp. Announces Postponement of Special Meeting of Stockholders Date to August 23, 2024 MIAMI, FL and KANSAS CITY, KS, August 15, 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 me |
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August 15, 2024 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A 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 15, 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 |
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August 15, 2024 |
Exhibit 99.1 Clover Leaf Capital Corp. Announces Postponement of Special Meeting of Stockholders Date to August 22, 2024 MIAMI, FL and KANSAS CITY, KS, August 15, 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 me |
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August 15, 2024 |
Exhibit 99.1 Clover Leaf Capital Corp. Announces Postponement of Special Meeting of Stockholders Date to August 22, 2024 MIAMI, FL and KANSAS CITY, KS, August 15, 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 me |
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August 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A 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 15, 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 |
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August 15, 2024 |
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 15, 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 F |
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August 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: June 30, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Period |
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August 5, 2024 |
Exhibit 99.1 Clover Leaf Capital Corp. Announces Effectiveness of Registration Statement and August 20, 2024 Special Meeting of Stockholders to Approve Proposed Business Combination with Kustom Entertainment, Inc. MIAMI, FL and KANSAS CITY, KS, August 5, 2024 (GLOBE NEWSWIRE) - Clover Leaf Capital Corp. (Nasdaq: CLOE) (“CLOE” or “Clover Leaf”), a publicly traded special purpose acquisition company |
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August 5, 2024 |
425 1 ea021063702-8k425clover.htm CURRENT REPORT 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 5, 2024 Clover Leaf Capital Corp. (Exact Name of Registrant as Specified in Charter) Delaware 001-40625 85-2303279 (State or Ot |
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August 5, 2024 |
Exhibit 99.1 Clover Leaf Capital Corp. Announces Effectiveness of Registration Statement and August 20, 2024 Special Meeting of Stockholders to Approve Proposed Business Combination with Kustom Entertainment, Inc. MIAMI, FL and KANSAS CITY, KS, August 5, 2024 (GLOBE NEWSWIRE) - Clover Leaf Capital Corp. (Nasdaq: CLOE) (“CLOE” or “Clover Leaf”), a publicly traded special purpose acquisition company |
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August 5, 2024 |
Financial Statements and Exhibits, Other Events, Shareholder Director Nominations 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 5, 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 Fi |
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July 31, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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July 31, 2024 |
Filed Pursuant to Rule 424(b)(3) Filed Pursuant to Rule 424(b)(3) Registration No. 333-274851 PROXY STATEMENT FOR SPECIAL MEETING OF STOCKHOLDERS IN LIEU OF AN ANNUAL MEETING OF CLOVER LEAF CAPITAL CORP. AND PROSPECTUS FOR UP TO 13,128,366 SHARES OF CLASS A COMMON STOCK OF CLOVER LEAF CAPITAL CORP. To the Stockholders of Clover Leaf Capital Corp.: You are cordially invited to attend the special meeting of the stockholders in lieu |
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July 30, 2024 |
CLOVER LEAF CAPITAL CORP. 1450 Brickell Avenue, Suite 1420 Miami, FL 33131 July 30, 2024 CLOVER LEAF CAPITAL CORP. 1450 Brickell Avenue, Suite 1420 Miami, FL 33131 July 30, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N.E. Washington, DC 20549 Re: Clover Leaf Capital Corp. Registration Statement on Form S-4 File No. 333-274851 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, |
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July 26, 2024 |
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): July 23, 2024 Clover Leaf Capital Corp. (Exact name of registrant as specified in its charter) Delaware 001-40625 85-2303279 (State or other jurisdiction of incorporation) (Commission |
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July 26, 2024 |
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): July 23, 2024 Clover Leaf Capital Corp. (Exact name of registrant as specified in its charter) Delaware 001-40625 85-2303279 (State or other jurisdiction of incorporation) (Commission |
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July 24, 2024 |
As filed with the Securities and Exchange Commission on July 23, 2024 As filed with the Securities and Exchange Commission on July 23, 2024 Registration No. |
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July 23, 2024 |
Clover Leaf Capital Corp. 1450 Brickell Avenue, Suite 1420 Miami, FL 33131 Clover Leaf Capital Corp. 1450 Brickell Avenue, Suite 1420 Miami, FL 33131 VIA EDGAR July 23, 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. 8 to Registration Statement on Form S-4 Filed July 9, 2024 File |
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July 22, 2024 |
Fourth Amendment to Amended and Restated Certificate of Incorporation Exhibit 3.1 AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CLOVER LEAF CAPITAL CORP. Pursuant to Section 242 of the Delaware General Corporation Law CLOVER LEAF CAPITAL CORP. (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, does hereby certify as follows: 1. The name of the Corporation is Clover Leaf Capital Corp. The Corpora |
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July 22, 2024 |
Extension Note, dated July 22, 2024, issued to Yntegra Capital Investments, LLC Exhiibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
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July 22, 2024 |
Working Capital Note, dated July 22, 2024, issued to Yntegra Capital Investments, LLC Exhibit 10.2 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
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July 22, 2024 |
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): July 18, 2024 Clover Leaf Capital Corp. (Exact name of registrant as specified in its charter) Delaware 001-40625 85-2303279 (State or other jurisdiction of incorporation) (Commission |
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July 9, 2024 |
As filed with the Securities and Exchange Commission on July 9, 2024 As filed with the Securities and Exchange Commission on July 9, 2024 Registration No. |
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July 9, 2024 |
Clover Leaf Capital Corp. 1450 Brickell Avenue, Suite 1420 Miami, FL 33131 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 |
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July 9, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form S-4 (Form Type) CLOVER LEAF CAPITAL CORP. |
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July 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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June 28, 2024 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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): June 24, 2024 Clover Leaf Capital Corp. (Exact name of registrant as specified in its charter) Delaware 001-40625 85-2303279 (State or other jurisdiction of incorporation) (Commission |
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June 28, 2024 |
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): June 24, 2024 Clover Leaf Capital Corp. (Exact name of registrant as specified in its charter) Delaware 001-40625 85-2303279 (State or other jurisdiction of incorporation) (Commission |
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June 26, 2024 |
As filed with the Securities and Exchange Commission on June 25, 2024 As filed with the Securities and Exchange Commission on June 25, 2024 Registration No. |
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June 26, 2024 |
Exhibit 21.1 Subsidiaries of Registrant* Name of Subsidiary Jurisdiction CL Merger Sub, Inc. Nevada * All subsidiaries are wholly owned by the Registrant. |
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June 26, 2024 |
Exhibit 2.2 FIRST AMENDMENT TO MERGER AGREEMENT This First Amendment (“First Amendment”) to the Merger Agreement (as defined below) is made and entered into as of June 24, 2024, by and among (i) Clover Leaf Capital Corp., a Delaware corporation (together with its successors, the “Purchaser”), (ii) Yntegra Capital Investments LLC, a Delaware limited liability company, in the capacity as the represe |
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June 26, 2024 |
Exhibit 10.8 SECOND AMENDMENT TO LOCK UP AGREEMENT This Second Amendment (“Second Amendment”) to the Lock-Up Agreement (as defined below) is made and entered into as of June 24, 2024, by and among (i) Clover Leaf Capital Corp., a Delaware corporation (together with its successors, the “Purchaser”), (ii) Yntegra Capital Investments LLC, a Delaware limited liability company, in the capacity as the r |
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June 25, 2024 |
Clover Leaf Capital Corp. 1450 Brickell Avenue, Suite 1420 Miami, FL 33131 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 |
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June 25, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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June 14, 2024 |
Exhibit 99.4 CONSENT OF LUIS DERECHIN I hereby consent to serve as a director of Clover Leaf Capital Corp. (the “Company”), if elected as such, and to be named as a nominee or potential nominee for director of the Company in any registration statement filed by the Company under the Securities Act of 1933, as amended, including all amendments and post-effective amendments or supplements thereto and |
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June 14, 2024 |
Exhibit 99.6 CONSENT OF CHARLES ANDERSON I hereby consent to serve as a director of Clover Leaf Capital Corp. (the “Company”), if elected as such, and to be named as a nominee or potential nominee for director of the Company in any registration statement filed by the Company under the Securities Act of 1933, as amended, including all amendments and post-effective amendments or supplements thereto |
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June 14, 2024 |
As filed with the Securities and Exchange Commission on June 13, 2024 As filed with the Securities and Exchange Commission on June 13, 2024 Registration No. |
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June 13, 2024 |
Clover Leaf Capital Corp. 1450 Brickell Avenue, Suite 1420 Miami, FL 33131 Clover Leaf Capital Corp. 1450 Brickell Avenue, Suite 1420 Miami, FL 33131 VIA EDGAR June 13, 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. 5 to Registration Statement on Form S-4 Filed May 31, 2024 File |
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June 11, 2024 |
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): June 5, 2024 Clover Leaf Capital Corp. (Exact name of registrant as specified in its charter) Delaware 001-40625 85-2303279 (State or other jurisdiction of incorporation) (Commission |
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June 11, 2024 |
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): June 5, 2024 Clover Leaf Capital Corp. (Exact name of registrant as specified in its charter) Delaware 001-40625 85-2303279 (State or other jurisdiction of incorporation) (Commission |
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May 31, 2024 |
Clover Leaf Capital Corp. 1450 Brickell Avenue, Suite 1420 Miami, FL 33131 Clover Leaf Capital Corp. 1450 Brickell Avenue, Suite 1420 Miami, FL 33131 VIA EDGAR May 31, 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. 4 to Registration Statement on Form S-4 Filed May 13, 2024 File |
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May 31, 2024 |
As filed with the Securities and Exchange Commission on May 31, 2024 As filed with the Securities and Exchange Commission on May 31, 2024 Registration No. |
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May 31, 2024 |
Exhibit 10.11 May 25, 2024 Mr. Stanton Ross Chairman and Chief Executive Officer Digital Ally, Inc. 15612 College Blvd. Lenexa, KS 66219 Dear Mr. Ross: Reference is made to that certain engagement letter, dated May 20, 2023, between Digital Ally, Inc. (the “Company”) and Maxim Group LLC (“Maxim”) (the “Engagement Letter”). Capitalized terms used but not defined herein shall have the meanings ascri |
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May 31, 2024 |
Exhibit 10.10 May 20, 2023 CONFIDENTIAL Stanton Ross Chairman and Chief Executive Officer Digital Ally, Inc. 15612 College Blvd., Lenexa, KS, 66219 Dear Stan: We are pleased that Digital Ally, Inc. (together with its parents, subsidiaries and affiliates, the “Company”) has decided to retain Maxim Group LLC (“Maxim”) to provide exclusive financial advisory and investment banking services to the Com |
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May 15, 2024 |
Exhibit 10.4 TERMINATION AGREEMENT THIS TERMINATION AGREEMENT (this “Agreement”) is made and entered into as of May 9, 2024 (the “Effective Date”), by and among (i) Clover Leaf Capital Corp., a Delaware corporation (the “Company”), (ii) Kustom Entertainment, Inc., a Nevada corporation (“Kustom”) and (iii) Digital Ally, Inc., a Nevada corporation (“DGLY”). WHEREAS, the Company, Kustom and DGLY ente |
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May 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40625 CLOVER LEAF CAPI |
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May 13, 2024 |
Clover Leaf Capital Corp. 1450 Brickell Avenue, Suite 1420 Miami, FL 33131 Clover Leaf Capital Corp. 1450 Brickell Avenue, Suite 1420 Miami, FL 33131 VIA EDGAR May 13, 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. 3 to Registration Statement on Form S-4 Filed April 26, 2024 Fil |
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May 13, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form S-4 (Form Type) CLOVER LEAF CAPITAL CORP. |
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May 13, 2024 |
As filed with the Securities and Exchange Commission on May 13, 2024 As filed with the Securities and Exchange Commission on May 13, 2024 Registration No. |
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April 26, 2024 |
Clover Leaf Capital Corp. 1450 Brickell Avenue, Suite 1420 Miami, FL 33131 Clover Leaf Capital Corp. 1450 Brickell Avenue, Suite 1420 Miami, FL 33131 VIA EDGAR April 26, 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. 2 to Registration Statement on Form S-4 Filed February 5, 2024 File |
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April 26, 2024 |
Indemnification Agreement, dated February 1, 2024. Exhibit 10.10 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of February 1, 2024 by and between (i) Clover Leaf Capital Corp., a Delaware corporation (including any successor entity thereto, the “Purchaser”), (ii) Kustom Entertainment, Inc., a Nevada corporation (“Company”), and (iii) Digital Ally, Inc., a Nevada corporation (“Company Stockh |
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April 26, 2024 |
As filed with the Securities and Exchange Commission on April 26, 2024 As filed with the Securities and Exchange Commission on April 26, 2024 Registration No. |
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March 22, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40625 Clover Leaf Ca |
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March 22, 2024 |
Amended and Restated Compensation Committee Charter.* Exhibit 99.2 CLOVER LEAF CAPITAL CORP. COMPENSATION COMMITTEE CHARTER Adopted and effective on July 19, 2021 Amended and Restated on November 30, 2023 I. Purpose The Compensation Committee (the “Committee”) of the Board of Directors of Clover Leaf Capital Corp., a Delaware corporation (the “Company”), shall have responsibility for the compensation of the Company’s executive officers, including the |
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March 22, 2024 |
Amended and Restated Audit Committee Charter.* Exhibit 99.1 CLOVER LEAF CAPITAL CORP. AUDIT COMMITTEE CHARTER Adopted and effective on July 19, 2021 Amended and Restated on November 30, 2023 I. Purpose The Audit Committee (the “Committee”) of the Board of Directors (the “Board”) of CLOVER LEAF CAPITAL CORP., a Delaware corporation (the “Company”), shall provide assistance to the Board in fulfilling its legal and fiduciary obligations to overse |
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March 22, 2024 |
Policy Related to Recovery of Erroneously Awarded Compensation, adopted November 30, 2023.* Exhibit 97 CLOVER LEAF CAPITAL CORP. EXECUTIVE COMPENSATION CLAWBACK POLICY Adopted as of November 30, 2023 The Board of Directors (the “Board”) of Clover Leaf Capital Corp. (the “Company”) has adopted the following executive compensation clawback policy (this “Policy”). This Policy shall supplement any other clawback or compensation recovery policy or policies adopted by the Company or included i |
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March 22, 2024 |
Exhibit 19 Insider Trading Compliance Manual Clover Leaf Capital Corp. Adopted July 19, 2021 In order to take an active role in the prevention of insider trading violations by its officers, directors, employees, consultants, advisors and other related individuals, the Board of Directors (the “Board”) of Clover Leaf Capital Corp., a Delaware corporation (the “Company”) has adopted the policies and |
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March 22, 2024 |
Exhibit 21 CLOVER LEAF CAPITAL CORP. EXHIBIT 21 — SUBSIDIARY OF THE REGISTRANT The following is the solely subsidiary of Clover Leaf Capital Corp. as of December 31, 2023. Percentage of Name of Company Incorporated Ownership CL Merger Sub, Inc. Nevada 100 |
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March 7, 2024 |
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): March 1, 2024 Clover Leaf Capital Corp. (Exact name of registrant as specified in its charter) Delaware 001-40625 85-2303279 (State or other jurisdiction of incorporation) (Commission |
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February 14, 2024 |
US18915E1055 / Clover Leaf Capital Corp. / RIVERNORTH CAPITAL MANAGEMENT, LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (AMENDMENT NO. 0)* Clover Leaf Capital Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 18915E105 (CUSIP Number) Marcu |
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February 7, 2024 |
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): February 1, 2024 Clover Leaf Capital Corp. (Exact name of registrant as specified in its charter) Delaware 001-40625 85-2303279 (State or other jurisdiction of incorporation) (Commiss |
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February 7, 2024 |
Exhibit 10.1 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of February 1, 2024 by and between (i) Clover Leaf Capital Corp., a Delaware corporation (including any successor entity thereto, the “Purchaser”), (ii) Kustom Entertainment, Inc., a Nevada corporation (“Company”), and (iii) Digital Ally, Inc., a Nevada corporation (“Company Stockho |
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February 7, 2024 |
Exhibit 10.1 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of February 1, 2024 by and between (i) Clover Leaf Capital Corp., a Delaware corporation (including any successor entity thereto, the “Purchaser”), (ii) Kustom Entertainment, Inc., a Nevada corporation (“Company”), and (iii) Digital Ally, Inc., a Nevada corporation (“Company Stockho |
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February 7, 2024 |
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): February 1, 2024 Clover Leaf Capital Corp. (Exact name of registrant as specified in its charter) Delaware 001-40625 85-2303279 (State or other jurisdiction of incorporation) (Commiss |
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February 5, 2024 |
Clover Leaf Capital Corp. 1450 Brickell Avenue, Suite 1420 Miami, FL 33131 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 Fi |
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February 5, 2024 |
As filed with the Securities and Exchange Commission on February 5, 2024 As filed with the Securities and Exchange Commission on February 5, 2024 Registration No. |
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February 5, 2024 |
SC 13G/A 1 p24-0526sc13ga.htm CLOVER LEAF CAPITAL CORP. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Clover Leaf Capital Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 18915E105 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of thi |
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February 5, 2024 |
Indemnification Agreement, dated February 1, 2024. Exhibit 10.10 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of February 1, 2024 by and between (i) Clover Leaf Capital Corp., a Delaware corporation (including any successor entity thereto, the “Purchaser”), (ii) Kustom Entertainment, Inc., a Nevada corporation (“Company”), and (iii) Digital Ally, Inc., a Nevada corporation (“Company Stockh |
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January 29, 2024 |
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): January 23, 2024 Clover Leaf Capital Corp. (Exact name of registrant as specified in its charter) Delaware 001-40625 85-2303279 (State or other jurisdiction of incorporation) (Commiss |
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January 23, 2024 |
Third Amendment to Amended and Restated Certificate of Incorporation Exhibit 3.1 AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CLOVER LEAF CAPITAL CORP. Pursuant to Section 242 of the Delaware General Corporation Law CLOVER LEAF CAPITAL CORP. (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, does hereby certify as follows: 1. The name of the Corporation is Clover Leaf Capital Corp. The Corpora |
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January 23, 2024 |
Extension Note, dated January 22, 2024, issued to Yntegra Capital Investments, LLC Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
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January 23, 2024 |
Working Capital Note, dated January 22, 2024, issued to Yntegra Capital Investments, LLC Exhibit 10.2 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
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January 23, 2024 |
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): January 17, 2024 Clover Leaf Capital Corp. (Exact name of registrant as specified in its charter) Delaware 001-40625 85-2303279 (State or other jurisdiction of incorporation) (Commiss |
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January 3, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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December 22, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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December 22, 2023 |
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): December 21, 2023 Clover Leaf Capital Corp. (Exact Name of Registrant as Specified in Charter) Delaware 001-40625 85-2303279 (State or other Jurisdiction (Commission File Number) (IRS |
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December 22, 2023 |
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): December 21, 2023 Clover Leaf Capital Corp. (Exact Name of Registrant as Specified in Charter) Delaware 001-40625 85-2303279 (State or other Jurisdiction (Commission File Number) (IRS |
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December 15, 2023 |
Financial Statements and Exhibits, Other Events 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): December 11, 2023 Clover Leaf Capital Corp. (Exact Name of Registrant as Specified in Charter) Delaware 001-40625 85-2303279 (State or other Jurisdiction (Commission File Number) (IRS |
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December 15, 2023 |
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): December 11, 2023 Clover Leaf Capital Corp. (Exact Name of Registrant as Specified in Charter) Delaware 001-40625 85-2303279 (State or other Jurisdiction (Commission File Number) (IRS |
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December 15, 2023 |
Exhibit 10.1 AMENDMENT TO LOCK-UP AGREEMENT This Amendment to Lock-Up Agreement (this “Amendment”) is made and entered into as of December 11, 2023, by and between Clover Leaf Capital Corp., a Delaware corporation (together with its successors, the “Purchaser”), Yntegra Capital Investments LLC, a Delaware limited liability company (the “Purchaser Representative”) and Digital Ally, Inc., a Nevada c |
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December 15, 2023 |
Amendment No. 1 to the Lock-Up Agreement. Exhibit 10.1 AMENDMENT TO LOCK-UP AGREEMENT This Amendment to Lock-Up Agreement (this “Amendment”) is made and entered into as of December 11, 2023, by and between Clover Leaf Capital Corp., a Delaware corporation (together with its successors, the “Purchaser”), Yntegra Capital Investments LLC, a Delaware limited liability company (the “Purchaser Representative”) and Digital Ally, Inc., a Nevada c |
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December 11, 2023 |
Filed by Clover Leaf Capital Corp. Pursuant to Rule 425 under the Securities Act of 1933, as amended under the Securities Exchange Act of 1934, as amended Form S-4 File No.: 333-274851 Subject Company: Clover Leaf Capital Corp. Commission File No.: 001-40625 Date: December 11, 2023 On December 11, 2023, Digital Ally, Inc. (“Digital Ally”), which is a party to a previously disclosed Agreement and P |
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December 8, 2023 |
As filed with the Securities and Exchange Commission on December 8, 2023 As filed with the Securities and Exchange Commission on December 8, 2023 Registration No. |
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December 8, 2023 |
Exhibit 10.9 SEcurities Contribution Agreement This SECURITIES Contribution Agreement (this “Agreement”), dated as of June 1, 2023, is by and among Digital Ally, Inc., a Nevada corporation (“Digital Ally”), and Kustom Entertainment, Inc., a Nevada corporation (“Transferee”). RECITALS WHEREAS, Digital Ally owns one thousand (1,000) shares of common stock of BirdVu Jets, Inc., a Nevada corporation ( |
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December 8, 2023 |
Clover Leaf Capital Corp. 1450 Brickell Avenue, Suite 1420 Miami, FL 33131 Clover Leaf Capital Corp. 1450 Brickell Avenue, Suite 1420 Miami, FL 33131 VIA EDGAR December 8, 2023 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. Registration Statement on Form S-4 Filed October 4, 2023 File No. 333-274851 La |
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December 8, 2023 |
Exhibit 99.3 CONSENT OF D. DUKE DAUGHTERY I hereby consent to serve as a director of Clover Leaf Capital Corp. (the “Company”), if elected as such, and to be named as a nominee or potential nominee for director of the Company in any registration statement filed by the Company under the Securities Act of 1933, as amended, including all amendments and post-effective amendments or supplements thereto |
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December 7, 2023 |
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): December 4, 2023 Clover Leaf Capital Corp. (Exact name of registrant as specified in its charter) Delaware 001-40625 85-2303279 (State or other jurisdiction of incorporation or organi |
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November 16, 2023 |
DIGITAL ALLY, INC ANNOUNCES THIRD QUARTER 2023 OPERATING RESULTS Filed by Clover Leaf Capital Corp. Pursuant to Rule 425 under the Securities Act of 1933, as amended under the Securities Exchange Act of 1934, as amended Form S-4 File No.: 333-274851 Subject Company: Clover Leaf Capital Corp. Commission File No.: 001-40625 Date: November 15, 2023 On November 15, 2023, Digital Ally, Inc. (“Digital Ally”), which is a party to a previously disclosed Agreement and P |
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November 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40625 CLOVER LEAF |
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October 18, 2023 |
Filed by Clover Leaf Capital Corp. Pursuant to Rule 425 under the Securities Act of 1933, as amended under the Securities Exchange Act of 1934, as amended Form S-4 File No.: 333-274851 Subject Company: Clover Leaf Capital Corp. Commission File No.: 001-40625 Date: October 17, 2023 Subject Company: Digital Ally, Inc. Commission File No.: 001-33899 Date: October 17, 2023 On October 17, 2023, Digital |
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October 4, 2023 |
Exhibit 99.1 Kustom Entertainment, Inc. and Clover Leaf Capital Corp. Announce Filing of SEC Registration Statement KANSAS CITY, KS and MIAMI, FL, Oct. 04, 2023 (GLOBE NEWSWIRE) - Digital Ally, Inc. (Nasdaq: DGLY) (“Digital Ally”) and Clover Leaf Capital Corp. (Nasdaq: CLOE) (“CLOE”), a publicly traded special purpose acquisition company, today announced the filing of a registration statement by C |
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October 4, 2023 |
Exhibit 99.1 CONSENT OF STANTON E. ROSS I hereby consent to serve as a director of Clover Leaf Capital Corp. (the “Company”), if elected as such, and to be named as a nominee or potential nominee for director of the Company in any registration statement filed by the Company under the Securities Act of 1933, as amended, including all amendments and post-effective amendments or supplements thereto a |
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October 4, 2023 |
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): October 4, 2023 Clover Leaf Capital Corp. (Exact Name of Registrant as Specified in Charter) Delaware 001-40625 85-2303279 (State or Other Jurisdiction of Incorporation) (Commission F |
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October 4, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Form S-4 (Form Type) CLOVER LEAF CAPITAL CORP. |
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October 4, 2023 |
Exhibit 99.1 Kustom Entertainment, Inc. and Clover Leaf Capital Corp. Announce Filing of SEC Registration Statement KANSAS CITY, KS and MIAMI, FL, Oct. 04, 2023 (GLOBE NEWSWIRE) - Digital Ally, Inc. (Nasdaq: DGLY) (“Digital Ally”) and Clover Leaf Capital Corp. (Nasdaq: CLOE) (“CLOE”), a publicly traded special purpose acquisition company, today announced the filing of a registration statement by C |
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October 4, 2023 |
As filed with the Securities and Exchange Commission on October 3, 2023 As filed with the Securities and Exchange Commission on October 3, 2023 Registration No. |
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October 4, 2023 |
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): October 4, 2023 Clover Leaf Capital Corp. (Exact Name of Registrant as Specified in Charter) Delaware 001-40625 85-2303279 (State or Other Jurisdiction of Incorporation) (Commission F |
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October 4, 2023 |
Exhibit 99.2 CONSENT OF LEROY C. RICHIE I hereby consent to serve as a director of Clover Leaf Capital Corp. (the “Company”), if elected as such, and to be named as a nominee or potential nominee for director of the Company in any registration statement filed by the Company under the Securities Act of 1933, as amended, including all amendments and post-effective amendments or supplements thereto a |
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September 7, 2023 |
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 31, 2023 Clover Leaf Capital Corp. (Exact name of registrant as specified in its charter) Delaware 001-40625 85-2303279 (State or other jurisdiction of incorporation) (Commissi |
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August 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40625 CLOVER LEAF CAPIT |
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August 1, 2023 |
Financial Statements and Exhibits, Other Events 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): July 21, 2023 Clover Leaf Capital Corp. (Exact name of registrant as specified in its charter) Delaware 001-40625 85-2303279 (State or other jurisdiction of incorporation) (Commission |
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July 28, 2023 |
Working Capital Note, dated July 24, 2023, issued to Yntegra Capital Investments, LLC. (2) Exhibit 10.2 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
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July 28, 2023 |
Extension Note, dated July 24, 2023, issued to Yntegra Capital Investments, LLC. (2) Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
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July 28, 2023 |
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): July 24, 2023 Clover Leaf Capital Corp. (Exact name of registrant as specified in its charter) Delaware 001-40625 85-2303279 (State or other jurisdiction of incorporation) (Commission |
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July 21, 2023 |
Second Amendment to Amended and Restated Certificate of Incorporation. Exhibit 3.1 AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CLOVER LEAF CAPITAL CORP. Pursuant to Section 242 of the Delaware General Corporation Law CLOVER LEAF CAPITAL CORP. (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, does hereby certify as follows: 1. The name of the Corporation is Clover Leaf Capital Corp. The Corpora |
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July 21, 2023 |
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): July 19, 2023 Clover Leaf Capital Corp. (Exact name of registrant as specified in its charter) Delaware 001-40625 85-2303279 (State or other jurisdiction of incorporation) (Commission |
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July 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Amendment No. ) (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of Commission Only (as permitted by Rule 14a-6(e)( |
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July 13, 2023 |
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): July 13, 2023 Clover Leaf Capital Corp. (Exact name of registrant as specified in its charter) Delaware 001-40625 85-2303279 (State or other jurisdiction of incorporation) (Commission |
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July 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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July 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi |
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July 6, 2023 |
CLOVER LEAF CAPITAL CORP. 1450 Brickell Avenue, Suite 1420 Miami, FL 33131 CLOVER LEAF CAPITAL CORP. 1450 Brickell Avenue, Suite 1420 Miami, FL 33131 VIA EDGAR July 7, 2023 U.S. Securities & Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, NE Washington, D.C. 20549 Attn: Dorrie Yale Re: Clover Leaf Capital Corp. Preliminary Proxy Statement on Schedule 14A Filed June 16, 2023 File No. 001-40625 Dear Ms. Yale: Clover Le |
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June 22, 2023 |
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): June 16, 2023 Clover Leaf Capital Corp. (Exact name of registrant as specified in its charter) Delaware 001-40625 85-2303279 (State or other jurisdiction of incorporation) (Commission |
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June 16, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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June 6, 2023 |
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): June 1, 2023 Clover Leaf Capital Corp. (Exact name of registrant as specified in its charter) Delaware 001-40625 85-2303279 (State or other jurisdiction of incorporation) (Commission |
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June 6, 2023 |
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): June 1, 2023 Clover Leaf Capital Corp. (Exact name of registrant as specified in its charter) Delaware 001-40625 85-2303279 (State or other jurisdiction of incorporation) (Commission |
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June 6, 2023 |
EX-10.1 3 ea179755ex10-1cloverleaf.htm LOCK-UP AGREEMENT, BY AND AMONG CLOVER LEAF CAPITAL CORP., YNTEGRA CAPITAL INVESTMENTS LLC IN THE CAPACITY AS THE PURCHASER REPRESENTATIVE AND DIGITAL ALLY, INC Exhibit 10.1 EXECUTION VERSION FORM OF LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of June 1, 2023 by and between (i) Clover Leaf Capital Corp., a Delaware |
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June 6, 2023 |
Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among CLOVER LEAF CAPITAL CORP., as the Purchaser, CL MERGER SUB, INC., as Merger Sub, YNTEGRA CAPITAL INVESTMENTS LLC, in the capacity as the Purchaser Representative, KUSTOM ENTERTAINMENT, INC., as the Company, and DIGITAL ALLY, INC., in the capacity as the Company Stockholder, Dated as of June 1, 2023 TABLE OF CONTENTS Page I. ME |
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June 6, 2023 |
Exhibit 10.2 EXECUTION VERSION Clover Leaf Capital Corp. 1450 Brickell Avenue, Suite 2520 Miami, FL 33131 June 1, 2023 Sponsor: Clover Leaf Capital Corp. c/o Yntegra Capital Investments, LLC 1450 Brickell Avenue, Suite 2520 Miami, FL 33131 Re: Sponsor Contingent Forfeiture and Earnout Letter Agreement Ladies and Gentlemen: Reference is hereby made to that certain Agreement and Plan of Merger, date |
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June 6, 2023 |
Exhibit 10.1 EXECUTION VERSION FORM OF LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of June 1, 2023 by and between (i) Clover Leaf Capital Corp., a Delaware corporation, which will be known after the consummation of the transactions contemplated by the Merger Agreement (as defined below) as “Kustom Entertainment” (including any successor entity thereto, t |
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June 6, 2023 |
Digital Ally to Present at LD Micro Invitational XII Filed by Clover Leaf Capital Corp. pursuant to Rule 425 under the Securities Act of 1933, as amended under the Securities Exchange Act of 1934, as amended Subject Company: Clover Leaf Capital Corp. Commission File No.: 001- 40625 Date: June 6, 2023 Subject Company: Digital Ally, Inc. Commission File No.: 001-33899 Date: June 6, 2023 On June 6, 2023, Digital Ally, Inc., which is a party to a previo |
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June 6, 2023 |
Exhibit 10.2 EXECUTION VERSION Clover Leaf Capital Corp. 1450 Brickell Avenue, Suite 2520 Miami, FL 33131 June 1, 2023 Sponsor: Clover Leaf Capital Corp. c/o Yntegra Capital Investments, LLC 1450 Brickell Avenue, Suite 2520 Miami, FL 33131 Re: Sponsor Contingent Forfeiture and Earnout Letter Agreement Ladies and Gentlemen: Reference is hereby made to that certain Agreement and Plan of Merger, date |
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June 6, 2023 |
Filed by Clover Leaf Capital Corp. Filed by Clover Leaf Capital Corp. pursuant to Rule 425 under the Securities Act of 1933, as amended under the Securities Exchange Act of 1934, as amended Subject Company: Clover Leaf Capital Corp. Commission File No.: 001- 40625 Date: June 6, 2023 Subject Company: Digital Ally, Inc. Commission File No.: 001-33899 Date: June 6, 2023 On June 6, 2023, Digital Ally, Inc., which is a party to a previo |
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June 6, 2023 |
Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among CLOVER LEAF CAPITAL CORP., as the Purchaser, CL MERGER SUB, INC., as Merger Sub, YNTEGRA CAPITAL INVESTMENTS LLC, in the capacity as the Purchaser Representative, KUSTOM ENTERTAINMENT, INC., as the Company, and DIGITAL ALLY, INC., in the capacity as the Company Stockholder, Dated as of June 1, 2023 TABLE OF CONTENTS Page I. ME |
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June 2, 2023 |
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): June 1, 2023 Clover Leaf Capital Corp. (Exact name of registrant as specified in its charter) Delaware 001-40625 85-2303279 (State or other jurisdiction of incorporation) (Commission |
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June 2, 2023 |
Kustom Entertainment, Inc. Enters into Business Combination Agreement with Clover Leaf Capital Corp. Exhibit 99.1 Kustom Entertainment, Inc. Enters into Business Combination Agreement with Clover Leaf Capital Corp. Transaction will provide Kustom Entertainment, Inc., a wholly-owned subsidiary of Digital Ally Inc. (NASDAQ: DGLY), the ability to be a stand-alone entity with a focus and mission to own and produce events, festivals, and entertainment alongside its evolving primary and secondary ticke |
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June 2, 2023 |
Kustom Entertainment, Inc. Enters into Business Combination Agreement with Clover Leaf Capital Corp. Exhibit 99.1 Kustom Entertainment, Inc. Enters into Business Combination Agreement with Clover Leaf Capital Corp. Transaction will provide Kustom Entertainment, Inc., a wholly-owned subsidiary of Digital Ally Inc. (NASDAQ: DGLY), the ability to be a stand-alone entity with a focus and mission to own and produce events, festivals, and entertainment alongside its evolving primary and secondary ticke |
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June 2, 2023 |
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): June 1, 2023 Clover Leaf Capital Corp. (Exact name of registrant as specified in its charter) Delaware 001-40625 85-2303279 (State or other jurisdiction of incorporation) (Commission |
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May 16, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Perio |
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May 16, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40625 CLOVER LEAF CAPI |
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April 25, 2023 |
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): April 19, 2023 Clover Leaf Capital Corp. (Exact name of registrant as specified in its charter) Delaware 001-40625 85-2303279 (State or other jurisdiction of incorporation) (Commissio |
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April 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40625 Clover Leaf Ca |
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March 31, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One) ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Per |
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February 14, 2023 |
CA:CLVR.P / Clover Leaf Capital Corp. / ATW SPAC MANAGEMENT LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Clover Leaf Capital Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 (Title of Class of Securities) 18915E204 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate th |
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February 14, 2023 |
SC 13G/A 1 formsc13ga.htm FORM SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2) Clover Leaf Capital Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 (Title of Class of Securities) 18915E105 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of This Statement) Chec |
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February 13, 2023 |
SC 13G/A 1 CloverLeaf.txt CLOVER LEAF CAPITAL CORP Securities and Exchange Commission, Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.1)* (Name of Issuer) Clover Leaf Capital Corp. (Title of Class of Securities) Class A Common Stock, par value $0.0001 per share (CUSIP Number) 18915E105 (Date of Event Which Requires Filing of this Statement) 12/31/2022 C |
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February 9, 2023 |
US18915E1055 / Clover Leaf Capital Corp. / Owl Creek Asset Management, L.P. Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Clover Leaf Capital Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 18915E105 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rul |
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February 7, 2023 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Clover Leaf Capital Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 18915E105 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the |
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January 27, 2023 |
CA:CLVR.P / Clover Leaf Capital Corp. / BOOTHBAY FUND MANAGEMENT, LLC Passive Investment SC 13G/A 1 formsc13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Clover Leaf Capital Corp. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 18915E204 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to desig |
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January 25, 2023 |
SC 13G/A 1 p23-0125sc13ga.htm CLOVER LEAF CAPITAL CORP. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Clover Leaf Capital Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 18915E105 (CUSIP Number) December 31, 2022 (Date of event which requires filing of thi |
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November 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40625 CLOVER LEAF |
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October 24, 2022 |
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): October 19, 2022 Clover Leaf Capital Corp. (Exact name of registrant as specified in its charter) Delaware 001-40625 85-2303279 (State or other jurisdiction of incorporation) (Commiss |
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October 24, 2022 |
Amendment to Amended and Restated Certificate of Incorporation (1) Exhibit 3.1 AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CLOVER LEAF CAPITAL CORP. Pursuant to Section 242 of the Delaware General Corporation Law CLOVER LEAF CAPITAL CORP. (the ?Corporation?), a corporation organized and existing under the laws of the State of Delaware, does hereby certify as follows: 1. The name of the Corporation is Clover Leaf Capital Corp. The Corpora |
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October 24, 2022 |
Promissory Note issued to Yntegra Capital Investments, LLC(3) Exhibit 10.1 THIS PROMISSORY NOTE (?NOTE?) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
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October 3, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin |
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October 3, 2022 |
DEFA14A 1 ea166687-defa14acloverleaf.htm DEFINITIVE ADDITIONAL MATERIALS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Co |
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September 23, 2022 |
Financial Statements and Exhibits, Other Events 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): September 23, 2022 Clover Leaf Capital Corp. (Exact name of registrant as specified in its charter) Delaware 001-40625 85-2303279 (State or other jurisdiction of incorporation) (Commi |
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September 23, 2022 |
Exhibit 99.1 Clover Leaf Capital Corp. Announces Record Date for Stockholders to Vote in Favor of Extension Amendment Miami, FL, September 23, 2022(GLOBE NEWSWIRE) ? Clover Leaf Capital Corp. (Nasdaq: CLOE, CLOEU and CLOER) (?Clover Leaf? or the ?Company?) announced that its board of directors has set the close of business on September 23, 2022 as the record date (the ?Record Date?) for Clover Lea |
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September 23, 2022 |
Press Release dated September 23, 2022. Exhibit 99.1 Clover Leaf Capital Corp. Announces Record Date for Stockholders to Vote in Favor of Extension Amendment Miami, FL, September 23, 2022(GLOBE NEWSWIRE) — Clover Leaf Capital Corp. (Nasdaq: CLOE, CLOEU and CLOER) (“Clover Leaf” or the “Company”) announced that its board of directors has set the close of business on September 23, 2022 as the record date (the “Record Date”) for Clover Lea |
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September 23, 2022 |
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): September 23, 2022 Clover Leaf Capital Corp. (Exact name of registrant as specified in its charter) Delaware 001-40625 85-2303279 (State or other jurisdiction of incorporation) (Commi |
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September 16, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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August 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40625 CLOVER LEAF CAPIT |
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July 19, 2022 |
Promissory Note, dated July 18, 2022(2) EX-10.1 2 ea163041ex10-1cloverleaf.htm PROMISSORY NOTE, DATED JULY 18, 2022 Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF |
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July 19, 2022 |
EX-99.1 3 ea163041ex99-1cloverleaf.htm PRESS RELEASE, DATED JULY 19, 2022 Exhibit 99.1 Clover Leaf Capital Corp. Confirms Funding and Extension of Deadline to Complete Initial Business Combination Miami, FL, July 19, 2022 (GLOBE NEWSWIRE) – Clover Leaf Capital Corp. (NASDAQ: CLOEU) (the “Company”) announced today that its sponsor, Yntegra Capital Investments, LLC (the “Sponsor”), has caused to be |
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July 19, 2022 |
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): July 18, 2022 Clover Leaf Capital Corp. (Exact name of registrant as specified in its charter) Delaware 001-40625 85-2303279 (State or other jurisdiction of incorporation) (Commission |
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July 14, 2022 |
Financial Statements and Exhibits, Other Events 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): July 14, 2022 Clover Leaf Capital Corp. (Exact name of registrant as specified in its charter) Delaware 001-40625 85-2303279 (State or other jurisdiction of incorporation) (Commission |
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July 14, 2022 |
Clover Leaf Capital Corp. Announces Extension of Deadline to Complete Business Combination EX-99.1 2 ea162885ex99-1cloverleaf.htm PRESS RELEASE, DATED JULY 14, 2022 Exhibit 99.1 Clover Leaf Capital Corp. Announces Extension of Deadline to Complete Business Combination MIAMI, FL, July 14, 2022 (GLOBE NEWSWIRE) - Clover Leaf Capital Corp. (NASDAQ: CLOEU) (the “Company”) announced today that its sponsor, Yntegra Capital Investments, LLC (the “Sponsor”), has requested that the Company exten |
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May 17, 2022 |
NT 10-Q 1 ea160114-nt10qcloverleaf.htm NOTIFICATION OF LATE FILING UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on |
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May 17, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40625 CLOVER LEAF CAPI |
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April 15, 2022 |
Description of Registered Securities. (5) EX-4.5 2 f10k2021ex4-5cloverleaf.htm DESCRIPTION OF REGISTERED SECURITIES Exhibit 4.5 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED As of December 31, 2021, Clover Leaf Capital Corp. (“we,” “our,” “us” or the “Company”) had the following three classes of securities registered under Section 12 of the Securities Exchan |
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April 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40625 Clover Leaf Capit |
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March 31, 2022 |
NT 10-K 1 ea157718-nt10kcloverleaf.htm NOTIFICATION OF LATE FILING UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2021 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report |
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February 14, 2022 |
CLOE / Clover Leaf Capital Corp - Class A / ATW SPAC MANAGEMENT LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. N/A)* Clover Leaf Capital Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 (Title of Class of Securities) 18915E204 (CUSIP Number) October 4, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate th |
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February 14, 2022 |
SC 13G 1 d295864dsc13g.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Clover Leaf Capital Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 18915E105 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Sta |
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February 8, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Clover Leaf Capital Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 18915E105 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to des |
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February 8, 2022 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* Clover Leaf Capital Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 18915E105 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule |
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February 7, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G AMENDMENT NO. |
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February 3, 2022 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Clover Leaf Capital Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 18915E105 (CUSIP Number) December 31, 2021 (Date of event which requires filing of this statement) Check the appropriate box to designate the |
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November 26, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40625 CLOVER LEAF |
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November 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 001-39935 (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: September 30, 2021 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report |
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September 8, 2021 |
Financial Statements and Exhibits, Other Events 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): September 8, 2021 Clover Leaf Capital Corp. (Exact name of registrant as specified in its charter) Delaware 001-40625 85-2303279 (State or other jurisdiction of incorporation) (Commis |
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September 8, 2021 |
Exhibit 99.1 Clover Leaf Capital Corp. Announces the Separate Trading of its Class A Common Stock and Rights Commencing September 9, 2021 NEW YORK, NY, September 8, 2021 (GLOBE NEWSWIRE) – Clover Leaf Capital Corp. (NASDAQ: CLOEU) (the “Company”) today announced that, commencing September 9, 2021, holders of the units sold in the Company’s initial public offering of 13,831,230 units completed on J |
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September 2, 2021 |
10-Q 1 f10q0321cloverleaf.htm QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to |
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September 2, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40625 CLOVER LEAF CAPIT |
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August 12, 2021 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Clover Leaf Capital Corp. (Name of Issuer) Class A Common Stock, $0.0001 par value (Title of Class of Securities) 18915E 105 (CUSIP Number) Felipe MacLean Chief Executive Officer c/o Yntegra Capital Investments, LLC 1450 Brickell Avenue, Suite 2520 Miami, FL 33131 Tele |
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August 12, 2021 |
Exhibit 99.1 JOINT FILING AGREEMENT AGREEMENT dated as of August 12, 2021 by and between Yntegra Capital Investments, LLC, a Delaware limited liability company, and Felipe MacLean (together, the “Parties”). Each Party hereto represents to the other Party that it is eligible to use Schedule 13D to report its beneficial ownership of shares of Class A Common Stock, $0.0001 par value per share, of Clo |
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August 5, 2021 |
HIGHBRIDGE CAPITAL MANAGEMENT LLC - CLOVER LEAF CAPITAL CORP. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Clover Leaf Capital Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 18915E204** (CUSIP Number) July 26, 2021 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule |
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July 28, 2021 |
CLOVER LEAF CAPITAL CORP. INDEX TO FINANCIAL STATEMENT EX-99.1 2 ea144903ex99-1cloverleaf.htm AUDITED BALANCE SHEET AS OF JULY 22, 2021. Exhibit 99.1 CLOVER LEAF CAPITAL CORP. INDEX TO FINANCIAL STATEMENT Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of July 22, 2021 F-3 Notes to Financial Statement F-4 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and Board of Directors of Clover L |
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July 28, 2021 |
Financial Statements and Exhibits, Other Events 8-K 1 ea144903-8kcloverleaf.htm CURRENT REPORT 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): July 22, 2021 Clover Leaf Capital Corp. (Exact name of registrant as specified in its charter) Delaware 001- 40625 86-2303279 (State or |
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July 27, 2021 |
SC 13G 1 formsc13g.htm FORM SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 Clover Leaf Capital Corp. (Name of Issuer) Units of Common Shares (Title of Class of Securities) 18915E204 (CUSIP Number) July 19, 2021 (Date of Event Which Requires Filing of This Sta |
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July 27, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. N/A)* Clover Leaf Capital Corp. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 18915E204 (CUSIP Number) July 20, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to wh |
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July 23, 2021 |
Exhibit 10.1 July 19, 2021 Clover Leaf Capital Corp. c/o Yntegra Capital Investments, LLC 1450 Brickell Avenue, Suite 2520 Miami, FL 33131 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and among Clover Leaf Capital Corp., a Delaware corpor |
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July 23, 2021 |
EX-3.1 3 ea144649ex3-1cloverleaf.htm AMENDED AND RESTATED CERTIFICATE OF INCORPORATION Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CLOVER LEAF CAPITAL CORP. July 19, 2021 Clover Leaf Capital Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Clover Leaf Capi |
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July 23, 2021 |
EX-10.3 7 ea144649ex10-3cloverleaf.htm REGISTRATION RIGHTS AGREEMENT, DATED JULY 19, 2021, BY AND AMONG THE COMPANY AND CERTAIN SECURITY HOLDERS Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 19, 2021, is made and entered into by and among Clover Leaf Capital Corp., a Delaware corporation (the “Company”) and Yntegra Capital Invest |
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July 23, 2021 |
EX-10.5 9 ea144649ex10-5cloverleaf.htm SPONSOR UNIT PURCHASE AGREEMENT, DATED JULY 19, 2021, BY AND BETWEEN THE COMPANY AND THE SPONSOR Exhibit 10.5 July 19, 2021 Clover Leaf Capital Corp. c/o Yntegra Capital Investments, LLC 1450 Brickell Avenue, Suite 2520 Miami, FL 33131 Ladies and Gentlemen: Clover Leaf Capital Corp.(the “Company”), a blank check company formed for the purpose of acquiring one |
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July 23, 2021 |
Underwriting Agreement, dated July 19, 2021, by and between the Company and the representative. (4) Exhibit 1.1 CLOVER LEAF CAPITAL CORP. UNDERWRITING AGREEMENT New York, New York July 19, 2021 Maxim Group LLC 405 Lexington Avenue New York, NY 10174 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: Clover Leaf Capital Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with Maxim Group LLC (the “Representative”), as representative of |
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July 23, 2021 |
Clover Leaf Capital Corp. Announces Pricing of $125.0 Million Initial Public Offering Exhibit 99.1 Clover Leaf Capital Corp. Announces Pricing of $125.0 Million Initial Public Offering Miami, FL., July 19, 2021 (GLOBE NEWSWIRE) - Clover Leaf Capital Corp. (Nasdaq: CLOEU) (“Clover Leaf” or the “Company”) today announced the pricing of its initial public offering of 12,500,000 units at a price of $10.00 per unit. The units are expected to be listed on the Nasdaq Capital Market (“Nasd |
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July 23, 2021 |
EX-10.2 6 ea144649ex10-2cloverleaf.htm INVESTMENT MANAGEMENT TRUST AGREEMENT, DATED JULY 19, 2021, BY AND BETWEEN THE COMPANY AND CONTINENTAL STOCK TRANSFER & TRUST COMPANY, AS TRUSTEE Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of July 19, 2021, by and between Clover Leaf Capital Corp., a Delaware corporatio |
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July 23, 2021 |
EX-10.6 10 ea144649ex10-6cloverleaf.htm ADMINISTRATIVE SUPPORT AGREEMENT, DATED JULY 19, 2021, BY AND BETWEEN THE COMPANY AND THE SPONSOR Exhibit 10.6 Clover Leaf Capital Corp. c/o Yntegra Capital Investments, LLC 1450 Brickell Avenue, Suite 2520 Miami, FL 33131 July 19, 2021 Yntegra Capital Management, LLC 1450 Brickell Avenue, Suite 2520 Miami, FL 331318 Attn: Felipe MacLean Re: Administrative S |
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July 23, 2021 |
Maxim Unit Purchase Agreement, dated July 19, 2021, by and between the Company and Maxim. EX-10.4 8 ea144649ex10-4cloverleaf.htm MAXIM UNIT PURCHASE AGREEMENT, DATED JULY 19, 2021, BY AND BETWEEN THE COMPANY AND MAXIM Exhibit 10.4 July 19, 2021 Clover Leaf Capital Corp. 1450 Brickell Avenue, Suite 2520 New York, NY 10036 Ladies and Gentlemen: Clover Leaf Capital Corp. (the “Company”), a blank check company formed for the purpose of acquiring one or more businesses or entities (a “Busin |
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July 23, 2021 |
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): July 19, 2021 Clover Leaf Capital Corp. (Exact name of registrant as specified in its charter) Delaware 001-40625 86-2303279 (State or other jurisdiction of incorporation) (Commission |
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July 23, 2021 |
EX-99.2 12 ea144649ex99-2cloverleaf.htm PRESS RELEASE, DATED JULY 22, 2021. Exhibit 99.2 Clover Leaf Capital Corp. Announces Closing of $138.3 Million Initial Public Offering, Including Partial Exercise of Underwriters’ Over-Allotment Option Miami, FL., July 22, 2021 (GLOBE NEWSWIRE) - Clover Leaf Capital Corp. (Nasdaq: CLOEU) (“Clover Leaf” or the “Company”) today announced the closing of its ini |
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July 23, 2021 |
Exhibit 4.1 RIGHTS AGREEMENT This Rights Agreement (this ?Agreement?) is made as of July 19, 2021 between Clover Leaf Capital Corp., a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a limited purpose trust company, with offices at 1 State Street, New York, New York 10004 (the ?Right Agent?). WHEREAS, the Company has received a firm commitment from Maxim Group |
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July 21, 2021 |
$125,000,000 Clover Leaf Capital Corp. 12,500,000 Units 424B4 1 f424b40721cloverleafcapital.htm PROSPECTUS PROSPECTUS Filed Pursuant to Rule 424(b)(4) Registration No. 333-255111 $125,000,000 Clover Leaf Capital Corp. 12,500,000 Units 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 wi |
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July 16, 2021 |
8-A12B 1 ea144341-8a12bclever.htm REGISTRATION OF CERTAIN CLASSES OF SECURITIES UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Clover Leaf Capital Corp. (Exact Name of Registrant as Specified in Its Charter) Delaware 86-2303279 (State of Inco |
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July 15, 2021 |
Maxim Group LLC 405 Lexington Avenue New York, NY 10174 CORRESP 1 filename1.htm Maxim Group LLC 405 Lexington Avenue New York, NY 10174 July 15, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F. Street, NE Washington, D.C. 20549 Re: Clover Leaf Capital Corp. (the “Company”) Registration Statement on Form S-1 Filed April 7, 2021 File No. 333-255111 (the “Registration Statement”) Ladies and Gentlemen: Pursuant |
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July 15, 2021 |
CLOVER LEAF CAPITAL CORP. c/o Ellenoff Grossman & Schole LLP 1345 Avenue of the Americas New York, 10105 July 15, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Todd Schiffman Re: Clover Leaf Capital Corp. Registration Statement on Form S-1 Filed April 7, 2021, as amended File No. 333- 255111 Dear |
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July 12, 2021 |
EX-4.1 4 fs12021a3ex4-1cloverleaf.htm SPECIMEN UNIT CERTIFICATE Exhibit 4.1 NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 18915E 204 CLOVER LEAF CAPITAL CORP. UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK, ONE RIGHT TO RECEIVE ONE-EIGHTH OF ONE SHARE OF CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) share of Class A common |
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July 12, 2021 |
Exhibit 10.7 [●], 2021 Clover Leaf Capital Corp. c/o Yntegra Capital Investments, LLC 1450 Brickell Avenue, Suite 2520 Miami, FL 33131 Ladies and Gentlemen: Clover Leaf Capital Corp.(the “Company”), a blank check company formed for the purpose of acquiring one or more businesses or entities (a “Business Combination”), intends to register its securities under the Securities Act of 1933, as amended |
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July 12, 2021 |
Form of Registration Rights Agreement between the Registrant and certain security holders** Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2021, is made and entered into by and among Clover Leaf Capital Corp., a Delaware corporation (the “Company”) and Yntegra Capital Investments, LLC, a Delaware limited liability company (the “Sponsor,” together with any person or entity who hereafter becomes a party to this Agreement p |
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July 12, 2021 |
Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of [ ], 2021, by and between Clover Leaf Capital Corp., a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation (the ?Trustee?). WHEREAS, the Company?s registration statement on Form S-1, File No. 333-255111 (as |
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July 12, 2021 |
Form of Second Amended and Restated Certificate of Incorporation** Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CLOVER LEAF CAPITAL CORP. [ ], 2021 Clover Leaf Capital Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Clover Leaf Capital Corp.” The original certificate of incorporation of the Corporation was filed with the |
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July 12, 2021 |
As filed with the U.S. Securities and Exchange Commission on July 9, 2021 As filed with the U.S. Securities and Exchange Commission on July 9, 2021 Registration No. 333-255111 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Clover Leaf Capital Corp. (Exact name of registrant as specified in its charter) Delaware 6770 86-2303279 (State or other jurisdiction of inco |
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July 12, 2021 |
EX-4.3 5 fs12021a3ex4-3cloverleaf.htm SPECIMEN DETACHABLE RIGHTS CERTIFICATE Exhibit 4.3 NUMBER RIGHTS R CLOVER LEAF CAPITAL CORP. INCORPORATED UNDER THE LAWS OF DELAWARE RIGHT SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 18915E121 THIS CERTIFIES THAT, for value received is the registered holder of a right or rights (the “Right” or “Rights,” respectively) to receive one-eighth of one share of Class A |
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July 12, 2021 |
Exhibit 10.1 [ ], 2021 Clover Leaf Capital Corp. c/o Yntegra Capital Investments, LLC 1450 Brickell Avenue, Suite 2520 Miami, FL 33131 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Clover Leaf Capital Corp., a Delaware corporatio |