UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~PURSUANT TO~~Pursuant ~~SECTION~~to Section 13 ORor 15(d) OFof ~~THE~~The Securities Exchange Act of 1934

~~SECURITIES EXCHANGE~~Date ~~ACT~~of OFReport ~~1934~~(Date of earliest event reported): October 21, 2024

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 File Number)

(IRS Employer

Identification No.)

1450 Brickell Avenue, Suite 1420

Miami, FL

33131

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (305) 577-0031

Not Applicable

(Former ~~Name~~ name or ~~Former~~former ~~Address~~address, if ~~Changed~~changed ~~Since~~since ~~Last Report~~last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ~~(see General Instruction A.2. below)~~:

☒☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of Class A common stock, $0.0001 par value and one Right to receive one-eighth (1/8) of one share of Class A Common Stock upon the consummation of an initial business combination	CLOEU	The Nasdaq Stock Market LLC
Units, each consisting of one share of Class A common stock, $0.0001 par value per share, and one Right to receive one-eighth (1/8) of one share of Class A Common Stock upon the consummation of an initial business combination	CLOEU	The Nasdaq Stock Market LLC
Class A Common Stock, par value $0.0001 per share	CLOE	The Nasdaq Stock Market LLC
Rights, every eight (8) rights entitles the holder to receive one share of Class A Common Stock upon the consummation of an initial business combination	CLOER	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8 5.0103 ~~Other~~Amendments ~~Events~~to Certificate of Incorporation or Bylaws; Change in Fiscal Year.

On October 1821, 2024, Clover Leaf Capital Corp., ~~a Delaware corporation~~ (~~together with its successors, “Clover Leaf”) issued a press release (~~the “~~Press Release~~Company”) ~~announcing~~held ~~that~~a ~~it convened and then adjourned, without conducting other business, its~~ special meeting of its stockholders ~~in lieu of its 2024 Annual Meeting of Stockholders~~ (the “Meeting”) ~~to 10:00 a~~.~~m., Eastern~~ ~~Time on Friday, November 8, 2024.~~ At the ~~meeting~~ Meeting, ~~stockholders~~the ofExtension ~~Clover~~Amendment ~~Leaf~~Proposal ~~will~~(as bedefined ~~asked~~below) to ~~vote~~amend onthe ~~proposals~~Company’s toamended ~~approve, among~~and ~~other~~restated ~~things,~~certificate ~~its~~of ~~proposed~~incorporation, as ~~initial~~previously ~~business~~amended ~~combination~~on ~~(the~~October 20, ~~“Business~~2022, ~~Combination”)~~July 20, ~~with Kustom Entertainment~~2023, ~~Inc.~~January 22, a ~~Nevada~~2024 ~~corporation~~and ~~(“Kustom~~July 22, ~~Entertainment”~~2024 or (the “~~Company~~Charter”~~), pursuant to an Agreement~~ and ~~Plan~~such ofnew ~~Merger (as amended~~amendment, the “~~Merger~~Fifth ~~Agreement~~Extension Amendment”), bywas ~~and~~approved. ~~among~~Under ~~Clover~~Delaware ~~Leaf~~law, CLthe ~~Merger~~Fifth ~~Sub,~~Extension ~~Inc.,~~Amendment took aeffect ~~Nevada~~upon ~~corporation~~the ~~and~~filing ~~a wholly-owned subsidiary~~ of ~~Clover~~the ~~Leaf~~Fifth ~~(“Merger~~Extension ~~Sub”),~~Amendment ~~Yntegra~~with ~~Capital Investments LLC, a Delaware limited liability company, in~~ the ~~capacity as~~Secretary ~~the~~of ~~Purchaser~~State ~~Representative~~of ~~(as defined in~~ the ~~Merger~~State ~~Agreement)~~of ~~and~~Delaware ~~Digital~~on ~~Ally~~October 21, ~~Inc~~2024., The aterms ~~Nevada corporation and the sole stockholder~~ of the ~~Company~~Fifth ~~(“Digital~~Extension ~~Ally”).~~Amendment ~~There~~are isset noforth ~~change~~in to the ~~location,~~Company’s ~~the~~definitive ~~record~~proxy ~~date,~~statement ~~the~~filed ~~purpose~~with ~~or any of~~ the ~~proposals~~U.S. Securities toand beExchange ~~acted~~Commission ~~upon~~on atOctober ~~the~~10, ~~Meeting~~2024.

~~As a~~The ~~result~~foregoing ofdescription ~~this~~is ~~change, the Meeting will now be held at 10:00 a.m. Eastern Time on Friday, November 8, 2024, via the live webcast at~~qualified ~~https://www.cstproxy.com/cloverlcc/bc2024.~~in ~~Clover~~its ~~Leaf’s~~entirety ~~stockholders~~by ~~may~~reference ~~submit~~to ~~publicly held Clover Leaf Class A common stock for redemption in connection with~~ the ~~Business~~Fifth ~~Combination~~Extension ~~until such extended deadline of 5:00 p.m. Eastern Time on Wednesday~~Amendment, ~~November~~ 6,a ~~2024,~~copy ~~whether or not such stockholders hold shares as~~ of ~~the~~which ~~Record~~is ~~Date.~~attached ~~Stockholders who may wish to withdraw their previously submitted redemption requests may do so at any time prior to the Meeting or such other date~~ as ~~determined~~Exhibit ~~by Clover Leaf, by requesting Clover Leaf’s transfer agent Continental Stock Transfer & Trust Company to return such shares~~3.1 ~~The~~hereto ~~record date for Clover Leaf’s stockholders to vote in the Meeting remains July 24, 2024. Notice of the adjourned meeting date, time~~ and ~~location~~is ~~will~~incorporated ~~be mailed to~~by ~~stockholders~~reference ~~as of the record date~~herein.

~~A copy~~Item of5.07 ~~the~~Submission ~~Press~~of ~~Release~~Matters isto ~~filed~~a ~~herewith~~Vote asof ~~Exhibit~~Security 99Holders.1.

~~Additional~~At the Meeting, the Company’s ~~Information~~stockholders ~~and~~were ~~Where~~presented with a proposal to ~~Find~~extend Itthe date by which the Company must consummate an initial business combination from October 22, 2024 to October 22, 2025, or such earlier date as determined by the Company’s board of directors (the “Board”), by amending the Charter (the “Extension Amendment Proposal”).

~~In connection~~Set ~~with~~forth ~~the~~below ~~Business~~are ~~Combination, Clover Leaf has filed~~ the ~~Proxy/Registration Statement with the SEC, which includes a definitive~~final ~~proxy~~voting ~~statement~~results ~~to be distributed to holders of Clover Leaf’s common stock in connection with Clover Leaf’s solicitation of proxies~~ for the ~~vote~~Extension byAmendment ~~Clover~~Proposal. ~~Leaf’s~~Pursuant ~~stockholders with respect~~ to the ~~Business Combination and other matters as described in the Proxy/Registration Statement~~Charter, ~~as well as, a prospectus relating to~~ the ~~offer~~approval of the ~~securities~~Extension toAmendment beProposal ~~issued to Kustom Entertainment’s~~required ~~stockholder in connection with~~ the ~~Business~~affirmative ~~Combination.~~vote ~~Clover~~of ~~Leaf has mailed a definitive proxy statement to its stockholders. Before making any voting or investment decision, investors and security~~ holders of ~~Clover~~at ~~Leaf~~least ~~and~~50% ~~other~~of ~~interested parties are urged to read~~ the ~~proxy~~Company’s ~~statement~~outstanding ~~and/or~~shares ~~prospectus,~~of ~~any~~common ~~amendments~~stock ~~thereto and any other documents filed with~~ (the ~~SEC~~“Common ~~carefully and in their entirety~~Stock”) ~~when~~as ~~they become available because they will contain important information about the Business Combination and the parties to the Business Combination. Investors and security holders may obtain free copies~~ of ~~the~~October ~~definitive~~4, ~~proxy~~2024, ~~statement/prospectus and other documents filed with~~ the ~~SEC~~record bydate ~~Clover~~for ~~Leaf through~~ the ~~website maintained by the SEC at http://www~~Meeting.~~sec.gov, or by directing a request to: 1450 Brickell Avenue, Suite 1420, Miami, FL 33131.~~

1The Extension Amendment Proposal was approved with the following vote from the holders of Common Stock:

Forward-Looking Statements

For		Against		Abstentions
4,031,845		0		0

~~This report~~A ~~contains~~proposal certain forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1955. These forward-looking statements include, without limitation, the expectations of Digital Ally, Clover Leaf and Kustom Entertainment with respect to the proposed Business Combination between Clover Leaf and Kustom Entertainment, including statements regarding the benefits of the Business Combination, the anticipated timing of the Business Combination, the implied valuation of Kustom Entertainment, the products offered by Kustom Entertainment and the markets in which it operates, and Kustom Entertainment’s projected future results. Words such as “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions are intended to identify such forward-looking statements. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside of Digital Ally’s, Clover Leaf’s and Kustom Entertainment’s control and are difficult to predict. Factors that may cause actual future events to differ materially from the expected results, include, but are not limited to: (i) the risk that the Business Combination may not be completed in a timely manner or at all, which may adversely affect the price of Digital Ally’s and Clover Leaf’s securities, (ii) the risk that the Business Combination may not be completed by Clover Leaf’s business combination deadline, even if extended by its stockholders, (iii) the potential failure to ~~obtain an~~permit ~~extension~~further ofsolicitation ~~the business combination deadline if sought by Clover Leaf; (iv) the failure to satisfy the conditions to the consummation of the Business Combination, including the adoption of the agreement~~ and ~~plan~~vote of ~~merger~~proxies ~~(“Merger~~in ~~Agreement”) by~~ the ~~stockholders of Clover Leaf, (v) the occurrence of any~~ event, ~~change or other circumstance~~ that ~~could~~there ~~give~~were ~~rise~~insufficient tovotes 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~~otherwise of the Business Combination on Kustom Entertainment’s business relationships, performance, and business generally, (ix) the inability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition and the ability of the post-combination company to grow and manage growth profitability and retain its key employees, (x) costs related to the Business Combination, (xi) the outcome of any legal proceedings that may be instituted against Kustom Entertainment or Clover Leaf following the announcement of the proposed Business Combination, (xii) the ability to maintain the listing of Clover Leaf’s securities on the Nasdaq prior to the Business Combination, (xiii) the ability to implement business plans, forecasts, and other expectations after the completion of the proposed Business Combination, and identify and realize additional opportunities, (xiv) the risk of downturns and the possibility of rapid change in ~~the~~connection 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~~ approval of ~~operations, (xvii)~~ the ~~risk~~Extension ~~that changes~~Amendment inProposal ~~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~~ii) ~~the~~ where ~~risk that any decrease in~~ the ~~willingness~~Board ofdetermined ~~artists,~~it ~~teams~~was ~~and~~otherwise ~~promoters to continue to support the secondary ticket market may result in decreased demand for Kustom Entertainment’s services~~necessary, ~~(xix)~~was ~~the risk that Kustom Entertainment is~~ not ~~able~~presented 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~~there ~~results~~were ofenough ~~operations~~votes ~~vary from quarter~~ to ~~quarter~~approve 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~~Extension ~~that~~Amendment periods of rapid growth and expansion could place a significant strain on Kustom Entertainment’s resources, including its employee base, which could negatively impact Kustom Entertainment’s operating results, (xxiii) the risk that Kustom Entertainment may never achieve or sustain profitability, (xxiv) the risk that Kustom Entertainment may need to raise additional capital to execute its business plan, which many not be available on acceptable terms or at all; (xxv) the risk that third-parties suppliers and manufacturers are not able to fully and timely meet their obligations, (xxvi) the risk that Kustom Entertainment is unable to secure or protect its intellectual property, (xxvii) the risk that the post-combination company’s securities will not be approved for listing on Nasdaq or if approved, maintain the listing and (xxviii) other risks and uncertainties indicated from time to time in the proxy statement and/or prospectus to be filed relating to the Business CombinationProposal. There may be additional risks that Digital Ally and Kustom Entertainment presently do not know or that Digital Ally and Kustom Entertainment currently believe are immaterial that could also cause results to differ from those contained in any forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Digital Ally, Kustom Entertainment and Clover Leaf assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise.

2In connection with the vote to approve the Extension Amendment Proposal, stockholders of 247 shares of the Company’s Class A common stock, par value $0.0001 per share, included as part of the units sold in the Company’s initial public offering (the shares included in such units, “Public Shares”) properly exercised their right to redeem their Public Shares for cash at a redemption price of approximately $12.59 per share, for an aggregate redemption amount of approximately $3,110.78 (the “Extension Redemptions”). Following the Extension Redemptions, the Company will have 692,684 Public Shares issued and outstanding.

~~The foregoing~~Item ~~list of factors is not exhaustive~~9.01 ~~Recipients~~Financial ~~should~~Statements ~~carefully consider such factors, with respect to the proposed Business Combination,~~ and the other risks and uncertainties described and to be described in the “Risk Factors” section of Clover Leaf’s Annual Report on Form 10-K filed for the year ended December 31, 2023 filed with the SEC on March 22, 2024 and subsequent periodic reports filed by Clover Leaf with the SEC, the Proxy/ Registration Statement and other documents filed or to be filed by Clover Leaf from time to time with the SECExhibits. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements with respect to the proposed Business Combination. Forward-looking statements speak only as of the date they are made. Recipients are cautioned not to put undue reliance on forward-looking statements with respect to the proposed Business Combination, and neither Kustom Entertainment nor Clover Leaf assume any obligation to, nor intend to, update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law. Neither Kustom Entertainment nor Clover Leaf gives any assurance that either Kustom Entertainment or Clover Leaf, or the combined company, will achieve its expectations.

~~Participants in~~(d) ~~the Solicitation~~Exhibits.

~~Clover Leaf~~The ~~and~~following ~~Kustom~~exhibits Entertainment and their respective directors and certain of their respective executive officers and other members of management and employees may be considered participants in the solicitation of proxies from the stockholders of Clover Leaf with respect to the Business Combination. Information about the directors and executive officers of Clover Leaf is set forth in its Annual Report on Form 10-K for the fiscal year ended December 31, 2023 filed with the SEC on March 22, 2024. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, are ~~included~~being ~~in the proxy statement and/or prospectus and other relevant materials to be~~ filed with the SEC regarding the Business Combination. Stockholders, potential investors and other interested persons should read the proxy statement and/or prospectus carefully before making any voting or investment decisions. When available, these documents can be obtained free of charge from the sources indicated above.herewith:

No Offer or Solicitation

Exhibit No.		Description of Exhibits
3.1		Fifth Amendment to the Amended and Restated Certificate of Incorporation of the Company.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

This communication shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed Business Combination. This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended, or an exemption therefrom.SIGNATURES

~~Item~~Pursuant ~~9.01~~to ~~Financial~~the ~~Statements~~requirements ~~and~~of ~~Exhibits~~the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

~~(d) Exhibits~~Dated: October 23, 2024

Exhibit No.		Description
99.1		Press Release, dated October 18, 2024.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

	CLOVER LEAF CAPITAL CORP.

	By:	/s/ Felipe MacLean
	Name:	Felipe MacLean
	Title:	Chief Executive Officer

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Clover Leaf Capital Corp.
Date: October 18, 2024	By:	/s/ Felipe MacLean
		Name:	Felipe MacLean
		Title:	Chief Executive Officer

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