UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

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

FORM 8-K

CURRENT REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~SECTION 13 orOR 15(d) ofOF ~~The Securities Exchange Act of 1934~~THE

~~Date~~SECURITIES ofEXCHANGE ~~Report~~ACT ~~(Date~~OF ~~of earliest event reported): October 21, 2024~~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 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 last~~Since ~~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 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
Units, each consisting of one share of Class A common stock, $0.0001 par value and one Right to receive one-eighth (1/8) of one share of Class A Common Stock upon the consummation of an initial business combination	CLOEU	The Nasdaq Stock Market LLC
Class A Common Stock, par value $0.0001 per share	CLOE	The Nasdaq Stock Market LLC
Rights, every eight (8) rights entitles the holder to receive one share of Class A Common Stock upon the consummation of an initial business combination	CLOER	The Nasdaq Stock Market LLC

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

Emerging growth company ☒

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

Item 51.0302. ~~Amendments to Certificate~~ Termination of ~~Incorporation~~Material orDefinitive ~~Bylaws; Change in Fiscal Year~~Agreement.

OnAs ~~October~~previously ~~21,~~disclosed ~~2024,~~in a ~~Clover~~Current ~~Leaf Capital~~Report ~~Corp.~~on ~~(the~~Form ~~“Company”)~~8-K ~~held~~filed awith ~~special~~the ~~meeting~~Securities ofand ~~its~~Exchange ~~stockholders~~Commission (the “~~Meeting~~SEC”). Atby ~~the~~Clover Leaf Capital ~~Meeting~~Corp., ~~the~~a ~~Extension~~Delaware ~~Amendment~~corporation ~~Proposal~~ (astogether ~~defined~~with ~~below)~~its tosuccessors, ~~amend~~“Clover ~~the~~Leaf”) ~~Company’s~~on ~~amended~~June ~~and~~6, ~~restated~~2023, ~~certificate~~on ofJune ~~incorporation~~1, 2023, asClover ~~previously~~Leaf ~~amended~~entered oninto ~~October 20,~~an ~~2022,~~Agreement ~~July 20,~~and ~~2023,~~Plan ~~January 22,~~of ~~2024~~Merger ~~and~~(as ~~July 22~~amended, ~~2024 (~~the “~~Charter~~Merger Agreement”) with CL Merger Sub, Inc., a Nevada corporation and ~~such~~a ~~new~~wholly-owned ~~amendment,~~subsidiary of Clover Leaf (the “~~Fifth~~Merger ~~Extension Amendment~~Sub”), ~~was~~Yntegra ~~approved.~~Capital Investments ~~Under~~LLC, a Delaware ~~law,~~limited ~~the~~liability ~~Fifth~~company, ~~Extension~~in ~~Amendment took~~the ~~effect~~capacity ~~upon~~as the ~~filing~~representative offrom and after the ~~Fifth~~Effective ~~Extension~~Time ~~Amendment~~(as ~~with~~defined in the ~~Secretary~~Merger ofAgreement) ~~State~~for of the ~~State~~stockholders of ~~Delaware~~Clover onLeaf ~~October~~(other ~~21,~~than ~~2024. The~~Digital ~~terms~~Ally (as defined below) as of immediately prior to the Effective ~~Fifth~~Time ~~Extension~~and ~~Amendment~~its ~~are~~successors ~~set~~and ~~forth~~assignees) in accordance with the ~~Company’s~~terms ~~definitive~~and ~~proxy~~conditions ~~statement~~of ~~filed~~the ~~with~~Merger Agreement (the U“Purchaser Representative”), Kustom Entertainment, Inc.S., ~~Securities~~a Nevada corporation (“Kustom Entertainment”), and Digital Ally, Inc., a Nevada corporation and ~~Exchange~~the ~~Commission~~sole onstockholder ~~October~~of ~~10,~~Kustom ~~2024~~Entertainment (“Digital Ally”).

~~The~~On ~~foregoing~~November ~~description~~7, is2024, ~~qualified~~pursuant into ~~its~~Section ~~entirety~~8.1(a) byof ~~reference~~the Merger Agreement, Clover Leaf, CL Merger Sub, Purchaser Representative, Kustom Entertainment and Digital Ally entered into a Mutual Termination and Release Agreement (the “Termination Agreement”) to terminate the ~~Fifth~~Merger Agreement ~~Extension~~(the ~~Amendment,~~“Termination”). As a ~~copy~~result of ~~which~~the isTermination ~~attached~~Agreement, asthe ~~Exhibit~~Merger ~~3.1~~Agreement ~~hereto~~is of no further force and iseffect, ~~incorporated~~with bythe exception of specified provisions set forth in the Termination Agreement, which shall survive the Termination ~~reference~~and ~~herein~~remain in full force and effect in accordance with their respective terms.

~~Item~~The ~~5.07~~foregoing ~~Submission~~ descriptions of ~~Matters~~the Termination Agreement does not purport to abe ~~Vote~~complete ofand ~~Security~~is ~~Holders~~qualified in its entirety by the Mutual Termination and Release Agreement, which is filed with as an exhibit to this Current Report on Form 8-K as Exhibit 10.1.

AtItem ~~the~~8.01 ~~Meeting,~~Other the Company’s stockholders were presented with a proposal to extend the 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”).Events

~~Set~~On ~~forth~~November ~~below~~8, ~~are~~2024, ~~the~~Clover Leaf ~~final~~issued a press release announcing its decision to cancel its special meeting of stockholders in lieu of its 2024 Annual Meeting that ~~voting~~was ~~results~~scheduled ~~for~~to ~~the~~be ~~Extension~~held ~~Amendment~~at ~~Proposal~~10:00 a.m., ~~Pursuant~~Eastern Time on Friday, November 8, 2024 and to withdraw from consideration by the ~~Charter,~~stockholders of the ~~approval~~Company ofthe proposals set forth in the ~~Extension~~Company’s ~~Amendment~~definitive ~~Proposal~~proxy ~~required~~ statement, as amended, filed with the ~~affirmative~~SEC ~~vote~~on ofJuly ~~holders~~31, of2024. The atCompany ~~least~~has ~~50%~~also announced that, as a result of the Termination, the Company’s Board of Directors has determined to liquidate the Company and expects to redeem all of its outstanding shares of Class A common stock (that were included in the ~~“Common~~units ~~Stock”)~~issued in its asinitial ofpublic ~~October~~offering. 4Pursuant to the Company’s Amended and Restated Certificate of Incorporation, ~~2024~~as amended, the ~~record~~Company’s Board ~~date~~of ~~for~~Directors has the ~~Meeting~~sole discretion to determine whether to commence the liquidation of the Company at any time prior to October 22, 2025. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

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

For		Against		Abstentions
4,031,845		0		0

A proposal (i) to permit further solicitation and vote of proxies in the event that there were insufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal or (ii) where the Board determined it was otherwise necessary, was not presented because there were enough votes to approve the Extension Amendment Proposal.

In 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.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are being filed herewith:

Exhibit No.		Description
10.1		Mutual Termination and Release Agreement, dated as of November 7, 2024, by and among Clover Leaf Capital Corp., CL Merger Sub, Inc., Yntegra Capital Investments LLC in the capacity as the Purchaser Representative, Kustom Entertainment, Inc. and Digital Ally, Inc.
99.1		Press Release, dated November 8, 2024.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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)

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.

Dated: October 23, 2024

	Clover Leaf Capital Corp.

Date: November 8, 2024	By:	/s/ Felipe MacLean
		Name:	Felipe MacLean
		Title:	Chief Executive Officer

~~CLOVER LEAF CAPITAL CORP. By: /s/ Felipe MacLean Name: Felipe MacLean Title: Chief Executive Officer~~2

Filing Compare · Clover Leaf Capital Corp.