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 Plan of Merger, dated as of June 1, 2023, with Clover Leaf Capital
Corp. (“Clover Leaf”) and Kustom Entertainment, Inc. (“Kustom Entertainment”), among other parties, issued the
following press release.
KUSTOM ENTERTAINMENT
NAMES ERIK DAHL CHIEF FINANCIAL OFFICER
Industry veteran adds
expertise, momentum to growing Digital Ally company
KANSAS CITY, December
11, 2023 – Digital Ally, Inc. (NASDAQ: DGLY) – Kustom Entertainment, Inc. (“Kustom Entertainment”), a premier
live event marketing and concert production company and subsidiary of Digital Ally Inc. (“Digital Ally”) (Nasdaq: DGLY), has
tapped Kansas City-native Erik Dahl as its new Chief Financial Officer (the “CFO”). The appointment, effective November 20,
2023, puts Mr. Dahl at the helm of Kustom Entertainment’s financial operations, including FP&A, strategy, accounting, procurement,
tax, and human resources.
“Erik’s experience,
enthusiasm and agility make him a great addition to our leadership team,” Kustom Entertainment CEO Stanton E. Ross said. “Momentum
is building again in live entertainment. Erik will be instrumental in driving our financial initiatives and long-term objectives as we
innovate and expand.”
Mr. Dahl brings more
than a decade of financial experience to the role, with a keen understanding of financial management, risk analysis, and strategic planning.
Mr. Dahl joins Kustom Entertainment from AVI Systems, Inc., where he served as Financial Reporting Manager. He previously held lead finance
roles at MMC Contractors and served as a senior auditor at Grant Thornton LLP. Mr. Dahl earned a master’s in accounting from the
University of Kansas and is a Certified Public Accountant. His appointment as CFO reflects Kustom Entertainment’s commitment to
attracting top-tier talent to drive the company’s financial vision and growth.
Mr. Dahl’s appointment
precedes the recent filing of the S-4/A Registration Statement Amendment with the U.S. Securities and Exchange Commission, indicating
continued progress toward the previously announced merger with Clover Leaf Capital Corp. (“CLOE”) (Nasdaq: CLOE), a publicly
traded special purpose acquisition company.
Upon closing of the business combination, CLOE
will change its name to Kustom Entertainment and will operate under Kustom Entertainment’s management team. The transaction contemplates
an equity value of $125 million for Kustom Entertainment. The combined company is expected to have an implied initial pro forma equity
value of approximately $222.2 million, with the proposed business combination expected to provide approximately $14 million in gross proceeds
from the cash held in trust by CLOE (assuming no redemptions). Additionally, Digital Ally will distribute to its shareholders 15 percent
of its shares in the combined company immediately following closing and intends to distribute the balance of such shares following a six-month
lock-up period.
About Kustom Entertainment, Inc.
Kustom Entertainment,
Inc., a recently formed wholly owned subsidiary of Digital Ally, provides oversight to currently wholly owned subsidiaries TicketSmarter,
Inc. (“Ticket Smarter”), Kustom 440, Inc. (“Kustom 440”), and BirdVu Jets, Inc. (“BirdVu Jets”). Kustom
Entertainment is focused on live event and concert production, to accompany TicketSmarter’s primary and secondary ticketing options.
TicketSmarter offers
tickets to more than 125,000 live events ranging from concerts to sports and theatre shows. TicketSmarter is the official ticket resale
partner of 35+ collegiate conferences, 300+ universities, and hundreds of events and venues nationally. TicketSmarter is a primary and
secondary ticketing solution for events and high-profile venues across North America. For more information, visit www.Ticketsmarter.com.
Established in late 2022,
Kustom 440 is an entertainment division of Kustom Entertainment, Inc., whose mission it is to attract, manage and promote concerts, sports
and private events. Kustom 440 is unique in that it brings a primary and secondary ticketing platform, in addition to its well-established
relationships with artists, venues, and municipalities. For more information, visit www.Kustom440.com.
Kustom Entertainment
operates through its wholly-owned subsidiaries TicketSmarter, Kustom 440, and BirdVu Jets. Following the closing of the Business Combination,
TicketSmarter, Kustom 440, and BirdVu Jets will combine their management teams and focus on concerts, entertainment and garnering additional
ticketing partnerships, as well as using existing sponsorships and sports property partnerships to develop alternative entertainment options
for consumers.
About Clover Leaf Capital Corp.
Clover Leaf Capital Corp.
is a newly organized blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock
purchase, reorganization or similar business combination with one or more businesses.
For more information, contact:
Stanton E. Ross, CEO
Info@kustoment.com
Info@cloverlcc.com
Forward-Looking Statements
This press release contains
certain forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation
Reform Act of 1955. These forward-looking statements include, without limitation, CLOE’s and Kustom Entertainment’s expectations
with respect to the proposed business combination between CLOE and Kustom Entertainment, including statements regarding the benefits of
the transaction, the anticipated timing of the transaction, the implied valuation of Kustom Entertainment, the products offered by Kustom
Entertainment and the markets in which it operates, and Kustom Entertainment’s projected future results. Words such as “believe,”
“project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,”
“future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,”
“will be,” “will continue,” “will likely result,” and similar expressions are intended to identify
such forward-looking statements. Forward-looking statements are predictions, projections and other statements about future events that
are based on current expectations and assumptions and, as a result, are subject to significant risks and uncertainties that could cause
the actual results to differ materially from the expected results. Most of these factors are outside CLOE’s and Kustom Entertainment’s
control and are difficult to predict. Factors that may cause actual future events to differ materially from the expected results, include,
but are not limited to: (i) the risk that the transaction may not be completed in a timely manner or at all, which may adversely affect
the price of CLOE’s securities, (ii) the risk that the transaction may not be completed by CLOE’s business combination deadline,
even if extended by its stockholders, (iii) and the potential failure to obtain an extension of the business combination deadline if sought
by Clover Leaf; (iv) the failure to satisfy the conditions to the consummation of the transaction, including the adoption of the agreement
and plan of merger (“Merger Agreement”) by the stockholders of CLOE, (v) the occurrence of any event, change or other circumstance
that could give rise to the termination of the Merger Agreement, (vi) the failure to obtain any applicable regulatory approvals required
to consummate the business combination; (vii) the receipt of an unsolicited offer from another party for an alternative transaction that
could interfere with the business combination, (viii) the effect of the announcement or pendency of the transaction on Kustom Entertainment’s
business relationships, performance, and business generally, (ix) the inability to recognize the anticipated benefits of the business
combination, which may be affected by, among other things, competition and the ability of the post-combination company to grow and manage
growth profitability and retain its key employees, (x) costs related to the business combination, (xi) the outcome of any legal proceedings
that may be instituted against Kustom Entertainment or CLOE following the announcement of the proposed business combination, (xii) the
ability to maintain the listing of CLOE’s securities on the Nasdaq prior to the business combination, (xiii) the ability to implement
business plans, forecasts, and other expectations after the completion of the proposed business combination, and identify and realize
additional opportunities, (xiv) the risk of downturns and the possibility of rapid change in the highly competitive industry in which
Kustom Entertainment operates, (xv) the risk that demand for Kustom Entertainment’s services may be decreased due to a decrease
in the number of large-scale sporting events, concerts and theater shows, (xvi) the risk that any adverse changes in Kustom Entertainment’s
relationships with buyer, sellers and distribution partners may adversely affect the business, financial condition and results of operations,
(xvii) the risk that Changes in Internet search engine algorithms and dynamics, or search engine disintermediation, or changes in marketplace
rules could have a negative impact on traffic for Kustom Entertainment’s sites and ultimately, its business and results of operations;
(xviii) the risk that any decrease in the willingness of artists, teams and promoters to continue to support the secondary ticket market
may result in decreased demand for Kustom Entertainment’s services; (xix) the risk that Kustom Entertainment is not able to maintain
and enhance its brand and reputation in its marketplace, adversely affecting Kustom Entertainment’s business, financial condition
and results of operations, (xx) the risk of the occurrence of extraordinary events, such as terrorist attacks, disease epidemics or pandemics,
severe weather events and natural disasters, (xxi) the risk that because Kustom Entertainment’s operations are seasonal and its
results of operations vary from quarter to quarter and year over year, its financial performance in certain financial quarters or years
may not be indicative of, or comparable to, Kustom Entertainment’s financial performance in subsequent financial quarters or years;
(xxii) the risk that periods of rapid growth and expansion could place a significant strain on Kustom Entertainment’s resources,
including its employee base, which could negatively impact Kustom Entertainment’s operating results; (xxiii) the risk that Kustom
Entertainment may never achieve or sustain profitability; (xxiv) the risk that Kustom Entertainment may need to raise additional capital
to execute its business plan, which many not be available on acceptable terms or at all; (xxv) the risk that third-parties suppliers and
manufacturers are not able to fully and timely meet their obligations, (xxvi) the risk that Kustom Entertainment is unable to secure or
protect its intellectual property, (xxvii) the risk that the post-combination company’s securities will not be approved for listing
on Nasdaq or if approved, maintain the listing and (xxviii) other risks and uncertainties indicated from time to time in the proxy statement
and/or prospectus relating to the business combination, including those under the “Risk Factors” section therein and in CLOE’s
other filings with the SEC. The foregoing list of factors is not exhaustive. Forward-looking statements speak only as of the date they
are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Kustom Entertainment and CLOE assume no obligation
and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise.
Important Information and Where to Find
It
In connection with the
transaction, CLOE has filed a proxy statement and/or registration statement on Form S-4 (the “Proxy/Registration Statement”)
with the SEC, which includes a preliminary proxy statement to be distributed to holders of CLOE’s common stock in connection with
CLOE’s solicitation of proxies for the vote by CLOE’s stockholders with respect to the transaction and other matters as described
in the Proxy/Registration Statement, as well as a prospectus relating to the offer of the securities to be issued to Kustom Entertainment’s
stockholder in connection with the transaction. After the Proxy/Registration Statement has been declared effective by the SEC, CLOE will
mail a definitive proxy statement to its stockholders. Before making any voting or investment decision, investors and security
holders and other interested parties are urged to read the proxy statement and/or prospectus, any amendments thereto and any other documents
filed with the SEC carefully and in their entirety when they become available because they will contain important information about CLOE,
Kustom Entertainment and the transaction. Investors and security holders may obtain free copies of the preliminary proxy statement/prospectus
and definitive proxy statement/prospectus (when available) and other documents filed with the U.S. Securities and Exchange Commission
(the “SEC”) by CLOE through the website maintained by the SEC at http://www.sec.gov, or by directing a request to: 1450 Brickell
Avenue, Suite 2520, Miami, FL 33131.
Participants in Solicitation
CLOE and Kustom Entertainment
and their respective directors and certain of their respective executive officers and other members of management and employees may be
considered participants in the solicitation of proxies with respect to the transaction. Information about the directors and executive
officers of CLOE is set forth in its Annual Report on Form 10-K for the fiscal year ended December 31, 2022 filed with the SEC on April
14, 2023. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests,
by security holdings or otherwise, will be included in the proxy statement and/or prospectus and other relevant materials to be filed
with the SEC regarding the transaction when they become available. Stockholders, potential investors and other interested persons should
read the proxy statement and/or prospectus carefully when it becomes available before making any voting or investment decisions. When
available, these documents can be obtained free of charge from the sources indicated above.
No Offer or Solicitation
This press release shall
not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed business
combination. This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall
there be any sale of securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such state or jurisdiction. No offering of securities shall be made except by means
of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended, or an exemption therefrom.
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