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Clover Leaf Capital Corp. *

Clover Leaf Capital Corp. *

Apr 7, 2021 by Nat Judge

LIQUIDATION – 11/8/24 – LINK

  • The Company anticipates that the last day of trading in the Class A ordinary shares will be anytime before October 22, 2025.
    • The per-share redemption price was not mentioned

The below-announced combination was terminated on 11/8/24.  It will remain on the page for reference purposes only. Once a new combination is announced it will be added to the top of the page.

PROPOSED BUSINESS COMBINATION: Kustom Entertainment, Inc. [Terminated]

ENTERPRISE VALUE: TBD
ANTICIPATED SYMBOL: TBD

Clover Leaf Capital Corp. entered into a business combination agreement with Kustom Entertainment, Inc.

Kustom Entertainment, Inc. is a wholly owned subsidiary of Digital Ally, Inc. and is comprised of TicketSmarter and Kustom 440, both currently wholly owned subsidiaries. TicketSmarter is a primary ticket provider for events and organizations, and can provide resale ticketing to the marketplace, giving fans a safe, trusted platform where they can buy and sell tickets. Kustom 440’s mission is to attract, manage and promote concerts, sports and private events.

EXTENSION – 10/23/24 – LINK

  • The SPAC approved the extension from October 22, 2024 to October 22, 2025.
    • 247 shares were redeemed.
    • No contribution will be deposited into the trust account.

SUBSEQUENT EVENT – 9/4/24 – LINK

  • The Outside Date was further extended from August 30, 2024 to September 22, 2024.

EXTENSION – 7/22/24 – LINK

  • The SPAC approved the extension from July 22, 2024 to October 22, 2024.
    • 355,865 shares were redeemed.
    • $0.06/share per month will be deposited into the trust account.

SUBSEQUENT EVENT – 6/28/24 – LINK

Lock-Up Amendment

  • On June 24, 2024, the parties to the Lock-Up Agreement entered into the Second Amendment to Lock-Up Agreement (the “Second Lock-Up Amendment”), pursuant to which the amount of securities subject to the Lock-Up Agreement was reduced from eighty-five percent (85%) to between seventy percent (70%) and eighty percent (80%) of Clover Leaf Class A Common Stock received by Digital Ally as Merger Consideration, with the specific amount of securities subject to the Lock-Up Agreement set at the maximum amount in the range that ensures the satisfaction of the relevant closing condition in the Merger Agreement.

Merger Amendment

  • The Outside date was extended from July 22, 2024 to August 30, 2024.

EXTENSION – 1/23/24 – LINK

  • The SPAC approved the extension from January 22, 2024 to July 22, 2024.
    • 202,360 shares were redeemed for $11.71 per share.
    • $60K per month will be deposited into the trust account.

SUBSEQUENT EVENT – 12/12/23 – LINK

Lock-Up Amendment

  • The Amended Lock-Up Agreement, dated December 11, 2023, modifies the Original Lock-Up Agreement of June 1, 2023. It changes Digital Ally’s immediate distribution of securities in the Business Combination from 15% to 20% at closing, with the remaining 80% under a 6-month lock-up period.

EXTENSION – 7/21/23 – LINK

  • The SPAC approved the extension from July 22, 2023 to January 22, 2024.
    • 376,002 shares were redeemed for $11.20 per share.
    • $60K per month will be deposited into the trust account.

TRANSACTION

  • The transaction contemplates an equity value of $125 million for Kustom Entertainment, Inc.
  • 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 $18.1 million in gross proceeds from the cash held in trust by CLOE, assuming no redemptions.
  • Digital Ally will distribute to its shareholders 15% of the shares obtained in Kustom Entertainment immediately following the closing of the merger and intends to distribute the balance of such shares following a six-month lock-up period.
  • Digital Ally will remain an independent public company following the merger.

SPAC FUNDING

  • Clover Leaf will use commercially reasonable efforts to seek equity financing, whether through a private placement, forward purchase agreement, backstop arrangement or otherwise, that will provide PIPE Investments for a total of at least $10,000,000.

EARNOUT

  • The Sponsor agreed to forfeit up to 345,780 shares of Clover Leaf Class A Common Stock and transfer to the Chief Executive Officer, Stanton E. Ross, of the Company up to 518,672 shares of Clover Leaf Class A Common Stock held by the Sponsor, subject to the earnout provisions pertaining to the revenue of the Company for the fiscal years of 2023 and 2024.
  • If the revenue of the Business for either of the fiscal years 2023 and 2024 of the Purchaser achieve the Benchmark Revenues ($24,000,000 for fiscal year 2023 and $32,500,000 for fiscal year 2024) in the applicable fiscal year, 172,890 of the Sponsor’s Earnout Shares shall no longer be subject to forfeiture and the Sponsor shall transfer to Stanton E. Ross 259,336 Earnout Shares.
  • In the event the Benchmark Revenue is not achieved on or before the end of the applicable fiscal year, then the Earnout shares for such fiscal year shall be zero and the Sponsor shall, effective immediately, surrender for cancellation and retirement by Purchaser such amount of Earnout Shares.

FORFEITURE

  • The Sponsor agreed to forfeit up to an additional 864,452 shares of Clover Leaf Class B Common Stock, with the percentage of shares to be forfeited to be equal to the percentage of the Clover Leaf Common Stock redeemed by the public stockholders of Clover Leaf in connection with the Redemption.

LOCK-UP

  • Company and Sponsor:
    • The Company and Sponsor agreed to have their shares subject to a lock-up period, which will commence on the Closing and end on the six month anniversary of the Closing, subject to early release if the closing price of Clover Leaf’s common stock equals or exceeds $12.00 per share for any 20 out of 30 trading days commencing after the Closing.
    • 85% of the shares of Clover Leaf Class A Common Stock to be received by the Company Stockholder as Merger Consideration will be subject to the terms of the Lock-Up Agreement.
  • Lock-Up Amendment – LINK
    • The Amended Lock-Up Agreement, dated December 11, 2023, modifies the Original Lock-Up Agreement of June 1, 2023. It changes Digital Ally’s immediate distribution of securities in the Business Combination from 15% to 20% at closing, with the remaining 80% under a 6-month lock-up period.
  • Additional Lock-Up Amendment – LINK
    • On June 24, 2024, the parties to the Lock-Up Agreement entered into the Second Amendment to Lock-Up Agreement (the “Second Lock-Up Amendment”), pursuant to which the amount of securities subject to the Lock-Up Agreement was reduced from eighty-five percent (85%) to between seventy percent (70%) and eighty percent (80%) of Clover Leaf Class A Common Stock received by Digital Ally as Merger Consideration, with the specific amount of securities subject to the Lock-Up Agreement set at the maximum amount in the range that ensures the satisfaction of the relevant closing condition in the Merger Agreement.

NOTABLE CONDITIONS TO CLOSING

  • CLOE shareholder approval

NOTABLE CONDITIONS TO TERMINATION

  • The Merger Agreement may be terminated by either Clover Leaf or the Company if any of the conditions to Closing have not been satisfied or waived by July 22, 2023 (the “Outside Date”), provided that the Outside Date will be automatically extended for an additional period equal to the shortest of:
    • (i) six months, and
    • (ii) the period ending on the last date for Clover Leaf to consummate its business combination pursuant to an extension.
  • The Outside date was extended from July 22, 2024 to August 30, 2024. – LINK
  • The Outside date was extended from August 30, 2024 to September 22, 2024. – LINK

ADVISORS

  • Kustom Entertainment Advisors:
    • Maxim Group LLC served as sole financial and capital markets advisor
    • Sullivan & Worcester LLP is serving as legal counsel
  • CLOE Advisors:
    • Ellenoff Grossman & Schole LLP is serving as legal counsel

EXTENSION – 10/24/22 – LINK

  • On October 19, 2022, Clover Leaf Capital Corp. held a special meeting of stockholders.
  • At the Meeting, the Company’s stockholders approved an extension of the date by which the Company must consummate its initial business combination from October 22, 2022, to July 22, 2023, or such earlier date as determined by the Company’s board of directors.
  • The Company issued a promissory note in the principal amount of $1,383,123 to Yntegra Capital Investments, LLC (the “Sponsor”), pursuant to which the Sponsor loaned to the Company $1,383,123 (the “Extension Funds”) to deposit into the Company’s trust account for each share of the Company’s Class A common stock that was not redeemed in connection with the Extension.
  • In connection with the Meeting, stockholders holding 12,204,072 shares of the Company’s Class A common stock issued in the Company’s initial public offering exercised their right to redeem such shares for a pro-rata portion of the funds in the Company’s trust account.
  • As a result, approximately $125,587,180.34 (approximately $10.29 per share) will be removed from the Company’s trust account to pay such holders.
  • The Company will cause the Extension Funds to be deposited into the Trust Account, which equates to approximately $0.85 per remaining Public Share, for the period that the Company needs to complete an initial business combination, and such amount will be distributed either to:
    • (i) all of the holders of Public Shares upon the Company’s liquidation or
    • (ii) holders of Public Shares who elect to have their shares redeemed in connection with the consummation of the Initial Business Combination.
  • As of October 19, 2022, an aggregate of $1,383,123 had been deposited into trust to support the Extension.

EXTENSION – 7/14/22 – LINK

  • On July 14, 2022, Clover Leaf Capital Corp. announced that its sponsor, Yntegra Capital Investments, LLC, has requested that the Company extend the date by which the Company has to consummate a business combination from July 22, 2022 to October 22, 2022.
  • The Extension is the first of three three-month extensions permitted under the Company’s governing documents.
  • In connection with the Extension, the Sponsor has notified the Company that it intends to deposit an aggregate of $1,383,123 (representing $0.10 per public share) into the Company’s trust account on or before July 22, 2022.
  • The Extension provides the Company with additional time to complete its initial business combination.

MANAGEMENT & BOARD

Executive Officers

Felipe MacLean, 37
Chairman of the Board, President and Chief Executive Officer

Mr. MacLean is a successful self-made entrepreneur with over 15 years of experience capitalizing on complex, high-yield transactions in various industries across the globe. Mr. MacLean applied his financial and operational expertise in building vertically integrated businesses in the agriculture, seafood, and edible oil sectors. He is a founder and CEO of Yntegra Group, a family office and multi-service provider that specializes in high yield transactions that has managed over $1 billion in commodities trading activity and placement of over $100 million in private equity investments. In 2017, Mr. MacLean started his venture in the cannabis industry founding Solace Holdings and leading an investment of over $50 million. Solace Holdings is today one of the most renowned cultivation, extraction and manufacturing facilities in the Nevada market, with leading product categories on its portfolio and doubling sales year over year. Mr. MacLean’s involvement was crucial for Solace Holdings success, supported by his clear understanding of the cannabis industry opportunities and challenges.

Chris Rebentisch, 38
Chief Operating Officer and Secretary

Mr. Rebentisch has been responsible for Business Development for Spectrum Leaf Latam, LLC since December 2020, an innovative house of CBD wellness brands for the US and Latin American markets. Previously, he was the founder and creator of Canna Hemp™ and the President and CEO of 1933 Industries (TGIFF), Canna Hemp™’s parent company from June 2018 to June 2020. Mr. Rebentisch founded Infused Mfg LLC in August of 2016 and launched the Canna Hemp™ brand in June 2017, after personally developing and crafting each product with the belief in the natural healing properties of cannabis. Mr. Rebentisch is a seasoned cultivator and advocate for the industry in the State of Nevada. He began cultivating medical cannabis in April 2011 as a state licensed caregiver until April 2016, when Mr. Rebentisch turned his focus to hemp. Mr. Rebentisch’s depth of knowledge and expertise has made him a respected influencer in the field, where he is often invited to speak to academia and health care professionals about the viable applications of cannabis pharmacology as it applies to pain management and rehabilitation.

Luis A. Guerra, 46
Chief Operating Officer and Secretary

Mr. Guerra was one of the founders of Bulltick Capital Markets, a regional investment bank in the US, Europe and Latin America which became one of the top 10 brokers and trading firms with the highest volume traded in Latin America ADRs (American Depositary Receipts) on the NYSE. He was a co-managing partner of the firm and member of its Management Committee, directly responsible for all securities brokerage, electronic trading, and capital markets operations from March 2000 to February 2011. He grew the firm’s brokerage and trading operations from a start-up to one of the largest regional investment banks in Latin America. Since November 2018, Mr. Guerra has served as co-founder and Managing Director of Vitax Partners, a private investment vehicle with a focus on private equity and structured finance. Since December 2019, he has also served as part of the Advisory Board of Welz, a European based private equity real estate Investment Manager, where he advises on their investment portfolio. He is a seasoned capital markets professional that brings experienced and structured financial reporting.

Board of Directors

Per Bjorkman, 52
Director Nominee

Since August 2020, Mr. Bjorkman has served as Director of Business Development at SHL Healthcare, one of the world’s leading contract manufacturers and suppliers of MedTech solutions for home, hospital and long-term care use. As a customer-centric company, SHL offers a range of services, robust manufacturing capabilities and dedicated project management teams to best translate customer specifications into quality products. Prior to this role, he served as Managing Director of SHL Technologies & Group Ventures from January 2014 to December 2019. Mr. Bjorkman is a seasoned expert in the cannabis and healthcare industry. From October 2017 to July 2020, he served as Co-CEO of Solace Holdings in Nevada, a cGMP certified, vertically integrated THC and CBD cannabis company, focusing on the cultivation and manufacturing of leading cannabis consumer branded goods. Mr. Bjorkman holds a bachelor’s degree in Business Administration from the European University and was part of the Leadership and Strategic Execution Program at INSEAD in France.

Marcos Angelini, 49
Director Nominee

Mr. Angelini currently serves as the President of Red Bull Latin America since April 2017. Since April 2019, Mr. Angelini has been a loan investor in Rubicon Organics and is currently in the process of becoming an advisor. Since August 2020, he started as an equity investor and is a member of the advisory board to YVY Brazil. Prior to these roles, from May 2016 to February 2017, Mr. Angelini was the CEO of Facebook in Brazil, where he oversaw the media giant operations in the largest country in Latin America. Mr. Angelini has 24 years of international experience in marketing, innovation, media, advertising and general management. From January 1996 to March 2016, he worked at Unilever, initially in marketing, rising to Brand VP and later Vice President for Latin America. At Unilever, he had responsibility for numerous products for global client subsidiaries throughout the world. He was recognized by Meio & Mensagem as one of the top 10 Marketing Executives of 2015 and as one of the top 10 Media Executives of Brazil in 2016. Mr. Angelini received his MBA from the University of Durham and completed a Business Executive Program at Stanford University.

Ambassador Manuel Rocha, 70 [Resigned 12/4/23]
Director Nominee

Before moving to Miami in 2002, Mr. Rocha spent well over two decades as a US diplomat. His last post was as US Ambassador to Bolivia from July 2000 to August 2002. His Foreign Service career included assignments in the Dominican Republic, Italy, Honduras, Argentina and Cuba. Importantly, he was also Director of Inter-American Affairs in the National Security Council at the White House. Making the transition to the private sector, he worked for two law firms, established his own business development company bringing business opportunities from China to the Western Hemisphere, worked for a private equity firm based in Argentina, and headed Corporate Affairs for Arcos Dorados, which owns most of the McDonald’s restaurants in Latin America. All of this before serving as President of BARRICK Gold’s subsidiary in the Dominican Republic from September 2012 to April 2018, which represented the largest foreign direct investment in the country exceeding 5 billion dollars. Since May 2018, he has served as the SVP for Global Corporate Affairs for XCOAL, one of the largest exporters of US origin coals for use in integrated steel mills, cement plants, and power plants throughout the world. He graduated cum laude from Yale University, earned a master’s degree in Public Administration from Harvard University and a Master’s in International Relations from Georgetown University.

ByNat Judge