Clover Leaf Capital Corp. filed SEC Form 8-K: Termination of a Material Definitive Agreement, Other Events, Financial Statements and Exhibits
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| 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 | The Stock Market LLC | |||
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| upon the consummation of an initial business combination | The Stock Market LLC |
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Item 1.02. Termination of Material Definitive Agreement.
As previously disclosed in a Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) by Clover Leaf Capital Corp., a Delaware corporation (together with its successors, “Clover Leaf”) on June 6, 2023, on June 1, 2023, Clover Leaf entered into an Agreement and Plan of Merger (as amended, the “Merger Agreement”) with CL Merger Sub, Inc., a Nevada corporation and a wholly-owned subsidiary of Clover Leaf (the “Merger Sub”), Yntegra Capital Investments LLC, a Delaware limited liability company, in the capacity as the representative from and after the Effective Time (as defined in the Merger Agreement) for the stockholders of Clover Leaf (other than Digital Ally (as defined below) as of immediately prior to the Effective Time and its successors and assignees) in accordance with the terms and conditions of the Merger Agreement (the “Purchaser Representative”), Kustom Entertainment, Inc., a Nevada corporation (“Kustom Entertainment”), and Digital Ally, Inc., a Nevada corporation and the sole stockholder of Kustom Entertainment (“Digital Ally”).
On November 7, 2024, pursuant to Section 8.1(a) of 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 Merger Agreement (the “Termination”). As a result of the Termination Agreement, the Merger Agreement is of no further force and effect, with the exception of specified provisions set forth in the Termination Agreement, which shall survive the Termination and remain in full force and effect in accordance with their respective terms.
The foregoing descriptions of the Termination Agreement does not purport to be complete and is 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.
Item 8.01 Other Events
On November 8, 2024, Clover Leaf issued a press release announcing its decision to cancel its special meeting of stockholders in lieu of its 2024 Annual Meeting that was scheduled to be held at 10:00 a.m., Eastern Time on Friday, November 8, 2024 and to withdraw from consideration by the stockholders of the Company the proposals set forth in the Company’s definitive proxy statement, as amended, filed with the SEC on July 31, 2024. The Company has 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 units issued in its initial public offering. Pursuant to the Company’s Amended and Restated Certificate of Incorporation, as amended, the Company’s Board of Directors has the 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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| 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). |
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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: November 8, 2024 | By: | /s/ Felipe MacLean | |
| Name: | Felipe MacLean | ||
| Title: | Chief Executive Officer | ||
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