United States securities and exchange commission logo





                             November 2, 2023

       Felipe MacLean
       Chief Executive Officer
       Clover Leaf Capital Corp.
       1450 Brickell Avenue, Suite 1420
       Miami, FL 33131

                                                        Re: Clover Leaf Capital
Corp.
                                                            Registration
Statement on Form S-4
                                                            Filed October 4,
2023
                                                            File No. 333-274851

       Dear Felipe MacLean:

                                                        We have reviewed your
registration statement and have the following comments.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe a comment applies to your
facts and circumstances
       or do not believe an amendment is appropriate, please tell us why in
your response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to this letter, we may have additional comments.

       Registration Statement on Form S-4 Filed October 4, 2023

       Questions and Answers About The Special Meeting, page xiii

   1.                                                   In an appropriate
Question and Answer, and elsewhere as appropriate, please disclose the
                                                        number of shares that
were redeemed in connection with each of the extensions you
                                                        sought to consummate
your initial business combination.
   2.                                                   In an appropriate place
in your Questions and Answers or Summary, revise to elaborate
                                                        upon the definition of
Merger Consideration to provide an illustrative example of the per
                                                        share amount that will
be delivered to shareholders at Closing, using current and projected
                                                        amounts of Closing
Indebtedness to calculate the amount of consideration. For example,
                                                        explain how you arrived
at the 11,220,826 shares of Class A common stock you have
                                                        registered on this
registration statement.
 Felipe MacLean
FirstName
Clover LeafLastNameFelipe
            Capital Corp. MacLean
Comapany 2,
November   NameClover
             2023       Leaf Capital Corp.
November
Page 2    2, 2023 Page 2
FirstName LastName
Q: What interests do Clover Leaf's Sponsor and current officers, directors and
financial advisors
have ..., page xv

3.       We note your statement that "the aggregate amount at risk to Clover
Leaf   s Sponsor of
         $5,743,590, which is the amount that the Sponsor paid for its Clover
Leaf Sponsor Shares
         and Private Placement Units." Please revise the aggregate amount at
risk to include the
         current value of securities held, loans extended, fees due and
out-of-pocket expenses for
         which the sponsor and its affiliates that are awaiting reimbursement.
Provide similar
         disclosure for Clover Leaf's officers and directors, if material.
4.       Please revise to disclose the approximate total dollar value of the
sponsor's interest based
         on the transaction value and recent trading prices as compared to
price paid. Please make
         similar updates elsewhere as appropriate.
5.       Clover Leaf's pre-merger charter waived the corporate opportunities
doctrine. Please
         address this potential conflict of interest and whether it impacted
your search for an
         acquisition target.
Q: What equity stake will current Public Stockholders, the Sponsor and Digital
Ally hold ...,
page xix

6.       It appears that the underwriting fees remain constant and are not
adjusted based on
         redemptions. Revise your disclosure to disclose the effective
underwriting fee on a
         percentage basis for shares at each redemption level presented in your
sensitivity analysis
         related to dilution.
Selected Unaudited Pro Forma Condensed Combined Financial Statements, page 15

7.       We note your redemption sensitivity analysis chart on page 36. Please
revise your other
         redemption sensitivity analysis charts to include a 50% redemption
scenario. Please also
         revise to include a footnote that details any redemptions to date.
8.       We note your disclosure here and elsewhere throughout the prospectus
where you present
         the maximum redemption scenario, including the assumption that the
minimum net
         tangible asset value of at least $5,000,001 will be waived. Please
amend to discuss the
         consequences if such approval is not obtained.
Risk Factors, page 20

9.       In connection with Proposal 1 regarding the wavier of the net tangible
assets minimum,
         discuss any risks of exchange de-listing, if you are relying on that
provision to avoid being
         considered a "penny stock." Address the possibility that continued
listing could be
         uncertain if the level of redemptions causes the market cap to be too
low.
 Felipe MacLean
FirstName
Clover LeafLastNameFelipe
            Capital Corp. MacLean
Comapany 2,
November   NameClover
             2023       Leaf Capital Corp.
November
Page 3    2, 2023 Page 3
FirstName LastName
The Sponsor and Kustom Entertainment, and their respective directors, officers,
advisors and
affiliates ..., page 30

10.      Please confirm that the open market purchases you describe here are
consistent with
         Tender Offers and Schedules Question 166.01, located at our website.
If not, tell us how
         they are appropriate under Rule 14e-5.
Risks Related to Ownership of Combined Company Common Stock, page 32

11.      We note your indication that Clover Leaf intends to apply for the
listing of the Class A
         common Stock of the Combined Company following completion of the
Business
         Combination on the Nasdaq or New York Stock Exchange (in this regard,
you reference
         both exchanges in various places in your prospectus), however, please
revise to
         acknowledge the difficulties associated with listing in light of the
fact that the Combined
         Company may not have a sufficient number of holders, particularly
given your decision to
         acquire a company that is wholly-owned by a single shareholder, to
satisfy listing
         standards, if true.
We recently received Nasdaq notices for failing to comply with listing
requirements ..., page 32

12.      Please advise with respect to the status of your deficiency letter
regarding the market
         value of listed securities. We note that the initial period to regain
compliance was
         October 18, 2023.
Risks Related to Kustom Entertainment
The global COVID-19 pandemic has had, and is likely to continue to have, a
material negative
impact ..., page 39

13.      Please revise to quantify the material negative impact that COVID-19
has had on your
         business and operating results.
Our business depends on relationships with buyers, sellers and distribution
partners ..., page 41

14.      We note your statement that "[w]e cannot provide assurance that we
will be able to
         maintain existing relationships, or enter into or maintain new
relationships, on acceptable
         terms, if at all, and the failure to do so could have a material
adverse effect on our
         business, financial condition and results of operations." Please
provide additional detail
         on your existing relationships and if any relationships are dependent
on material
         agreements, please summarize such agreements and file them as
exhibits. Refer to Item
         601(b)(10) of Regulation S-K.
 Felipe MacLean
FirstName
Clover LeafLastNameFelipe
            Capital Corp. MacLean
Comapany 2,
November   NameClover
             2023       Leaf Capital Corp.
November
Page 4    2, 2023 Page 4
FirstName LastName
Notes to Unaudited Condensed Combined Financial Statements
Note 6 -- Adjustments and Reclassifications to Unaudited Pro Forma Condensed
Combined
Statement of Operations for the Year Ended December 31, page 67

15.      Please revise the description of footnote BB to explain the nature of
the transaction costs
         and how the adjustment was determined.
Ownership of the Company after the Business Combination, page 92

16.      Please disclose the sponsor and its affiliates' total potential
ownership interest (assuming
         maximum redemptions) in the combined company.
Background of the Business Combination
Description of Negotiation Process with Candidates Other Than Kustom
Entertainment, page 94

17.      Please disclose how Clover Leaf was introduced to each of the
potential targets, including
         Party A and Party B. If any directors or officers had personal
connections to such
         potential targets, please revise to state as much. Please also provide
additional detail
         regarding the discussions, negotiations, and potential transaction
terms with each of Party
         A and Party B and disclose how Clover Leaf initially learned of and
got in touch with
         Kustom Entertainment.
Description of Negotiation Process with Kustom Entertainment, page 94

18.      Please provide additional detail regarding the terms of the initial
draft Merger Agreement
         sent on May 11, 2023 and the subsequent drafts, negotiations, calls
and conferences that
         occurred between May 11 and June 1, 2023. To the extent there were any
material due
         diligence findings, please note them here. Please update your
disclosure regarding any
         material updates that have occurred since June 1, 2023.
19.      Please explain how the parties negotiated and ultimately determined
the valuation of
         Kustom Entertainment and the consideration to be offered in connection
with the business
         combination, including the earnout shares and the benchmark revenue
determined in
         connection with the potential earnout shares.
Recommendation of the Board and Reasons for the Business Combination, page 95

20.      Please disclose whether the board considered the consideration, the
fairness opinion, the
         projections, comparable public company analysis and comparable
precedent M&A
         transactions analysis in determining to recommend the transaction to
shareholders. If not,
         please state as much and explain why not.
21.      We note that the Board considered a variety of uncertainties, risks
and other potentially
         negative reasons relevant to the Business Combination, including that
the Clover Leaf
         Board "did not obtain a third-party valuation or independent fairness
opinion in
         connection with the Business Combination." However, we note your
disclosure elsewhere
 Felipe MacLean
FirstName
Clover LeafLastNameFelipe
            Capital Corp. MacLean
Comapany 2,
November   NameClover
             2023       Leaf Capital Corp.
November
Page 5    2, 2023 Page 5
FirstName LastName
         and the written fairness opinion provided as Annex E. Please revise.
Additionally, please
         include Annex E and all other Annexes in the next amendment.
Engagement of Financial Advisor to Clover Leaf, page 98

22.      Please add the Comparable Public Company Analysis and Comparable
Precedent M&A
         Transactions Analysis tables referenced on page 100. Please also
include the financial
         model that shows the Kustom Entertainment future financial projections
through 2024 that
         was provided by the company's management team to Newbridge.
Satisfaction of 80% Test, page 101

23.      Please fill in the bracketed amounts here, since they are dated as of
June 1, 2023.
U.S. Federal Income Tax Considerations, page 122

24.      We note that you address the potential tax consequences of adopting
the proposed charter
         and redeeming Clover Leaf Class A Common Stock. Please revise to also
address the
         material federal income tax consequences to investors of the
acquisition merger and
         reflect the disclosure in each of these sections to reflect that the
tax consequences are the
         opinion of counsel. Refer to Section III.A.2 of Staff Legal Bulletin
No. 19.
25.      Please revise to address and express a conclusion for each material
federal tax
         consequence. A description of the the law is not sufficient. Rather,
the tax opinion must
         opine on the material tax issues. If there is a lack of authority
directly addressing the tax
         consequences of the transaction, conflicting authority or significant
doubt about the tax
         consequences of the transaction, counsel may issue a    should    or
 more likely than not
         opinion to make clear that the opinion is subject to a degree of
uncertainty. In such cases,
         counsel should explain clearly why it cannot give a    will
opinion. Refer to Sections
         III.C.1, III.C.2 and III.C.4 of Staff Legal Bulletin No. 19.
Additionally, please revise the
         proxy statement/prospectus throughout to include the applicable
questions and answers
         and risk factors.
Clover Leaf's Management, page 131

26.      Please provide the appropriate executive and director compensation
information for
         Clover Leaf for the last two fiscal years. Refer to Item 402 of
Regulation S-K.
Information About Kustom Entertainment, page 141

27.      Please revise to provide a complete description of your current
business, including a
         comprehensive description of your principal products and services and
their markets,
         distribution methods, dependence on one or a few major customers, if
any. Please identify
         and describe the business/operations of each of the Digital Ally
subsidiaries that will
         comprise Kustom Entertainment and include any relevant metrics that
may be helpful in
         understanding each business. For example, where relevant, state the
number of users or
         customers, discuss relationships in the industry including a
description of any
 Felipe MacLean
FirstName
Clover LeafLastNameFelipe
            Capital Corp. MacLean
Comapany 2,
November   NameClover
             2023       Leaf Capital Corp.
November
Page 6    2, 2023 Page 6
FirstName LastName
         partnerships, past performance, etc. Where applicable, please file
material agreements in
         accordance with Item 601(b)(10) of Regulation S-K. Additionally,
please also revise to
         disclose the need for any governmental approval of your principal
products or services
         and any effect of existing or probable governmental regulations on the
business. In this
         light, we note disclosure elsewhere regarding data security, federal,
state and
         international privacy laws, the payment card industry data security
standard, and
         regulation of the secondary ticket market. Refer to Item 101(h)(4) of
Regulation S-K.
Our Intellectual Property, page 142

28.      We note your risk factor disclosure that states that "we seek to
protect our technologies,
         products and services through a combination of intellectual property
rights, including
         trademarks, domain names, copyrights, and trade secrets, as well as
through contractual
         restrictions with employees, customers, suppliers, affiliates and
others." Please revise to
         describe such intellectual property here. Refer to Item 101(h) of
Regulation S-K.
Properties, page 142

29.      We note that your lease expires on December 31, 2023. Please disclose
whether you
         expect to continue your lease at a similar rate, or otherwise.
History, page 143

30.      We note the transactions that will occur in order to separate the
Ticketing Business and
         Entertainment Business from Digital Ally. Please provide an
organizational chart that
         shows the corporate structures before and after the business
combination so that investors
         have a clear understanding of the transactions to occur, or
cross-reference to the chart that
         will appear in the Summary and ensure that it reflects these changes.
31.      We note from your disclosure that Digital Ally will transfer the
outstanding common
         stock, the ticketing assets and entertainment assets of TicketSmarter,
Kustom
         440, BirdVu Jets and Digital Connect to Kustom Entertainment. This
appears to be
         inconsistent with the disclosure throughout the document which
presents the transaction as
         though it has already occurred. Please clarify or revise. Please note
your clarification
         should provide a detailed discussion of how and when the transfer of
these subsidiaries of
         Digital Ally will be transferred to Kustom Entertainment.
Relationship with Digital Ally, page 143

32.      We note that following the business combination, you will continue to
benefit from the
         video solutions and revenue cycle management operating segments of
Digital Ally.
         Please provide additional detail on how those operating segments
support your business,
         quantify the value of such benefits and if applicable, report them as
appropriate under
         Item 404 of Regulation S-K. To the extent there are agreements to
continue to benefit
         from the video solutions and revenue cycle management operating
segments, please
         summarize the material terms and file such agreements as exhibits.
Refer to Item
 Felipe MacLean
FirstName
Clover LeafLastNameFelipe
            Capital Corp. MacLean
Comapany 2,
November   NameClover
             2023       Leaf Capital Corp.
November
Page 7    2, 2023 Page 7
FirstName LastName
         601(b)(10) of Regulation S-K. Additionally, if there is to be any
other payment to Digital
         Ally, aside from the merger consideration, please revise to state as
much.
Management's Discussion and Analysis of Financial Condition and Results of
Operations of
Kustom Entertainment, page 144

33.      Please expand your discussion to provide a quantified analysis of the
significant
         drivers behind material changes in your results of operations and
liquidity and capital
         resources from period to period. When a change is attributable to more
than one factor,
         please quantify each material component. Please refer to the guidance
in Item 303 of
         Regulation S-K.
34.      Please revise to discuss material key performance indicators or other
metrics, if any, that
         management uses to manage the business. Please provide a clear
definition of such metric
         and how it is calculated, the reasons why the metric is useful to
investors, how
         management uses the metric in managing or monitoring the performance
of the business,
         and whether there are underlying estimates or assumptions necessary to
understand the
         metric or calculation. For additional guidance, refer to SEC Release
No. 33-10751.
Results of Operations
Six months ended June 30, 2023 compared with the six months ended June 30,
2022, page 145

35.      Please revise the title of the tables on this page to reflect the six
months ended June 30,
         2023 and 2022.
Year Ended December 31, 2022 compared with the year ended December 31, 2021,
page 146

36.      We note that you have provided a discussion of the    combined
financial data for the
         successor period of September 1, 2021 through December 1, 2021 with
the predecessor
         period ended January 1, 2021 through August 31, 2021. Please tell us
how you considered
         whether your discussion of the results of operations should be
supplemented by a
         discussion based upon pro forma financial information to reflect your
acquisition that
         occurred on September 1, 2021. If you determine that a supplemental
discussion is
         appropriate, then the pro forma financial information should be
presented in a format
         consistent with Rule 8-05 of Regulation S-X. A determination as to
whether a discussion
         of the historical financial statements should be supplemented with a
discussion based on
         pro forma information should take into consideration all of the facts
and circumstances
         surrounding the transaction, the nature of the pro forma adjustments
to be made, and the
         overall meaningfulness the supplemental discussion. Please note that
pro forma
         results should not be discussed in isolation and should not be
presented with greater
         prominence than the discussion of the historical financial statements
required by Item 303
         of Regulation S-K.
37.      We note that you generate product revenues through ticket purchases
through your
         "sponsorship and partnership network." Please describe this network
and explain how
         it contributes to your product revenue.
 Felipe MacLean
FirstName
Clover LeafLastNameFelipe
            Capital Corp. MacLean
Comapany 2,
November   NameClover
             2023       Leaf Capital Corp.
November
Page 8    2, 2023 Page 8
FirstName LastName
38.      Please revise to explain:

                what practices were implemented to decrease cost of goods sold;

                how you plan to improve margins over the longer term based on
new marketing
              strategies and organic growth opportunities; and

                the specific new marketing strategies that contributed to a
reduction in operating
              expenses for the first half of 2023.
Beneficial Ownership of Securities, page 165

39.      It appears that the sponsor's 864,452 shares of Clover Leaf Class B
common stock have
         been omitted from this table. Please advise.
Selling Stockholders and Plan of Distribution, page 183

40.      Tell us why you believe it is appropriate to register the "potential"
distribution of 15% of
         the Merger Consideration received by Digital Ally to its shareholders
at the same time you
         are registering the exchange offer. Also, explain what you mean when
you state that the
         distribution by Digital Ally will be to its stockholders "and certain
other securityholders."
Kustom Entertainment, Inc
Financial Statements for the Year Ended December 31, 2022
Notes to the Consolidated Financial Statements
Note 1. Nature of Business and Summary of Significant Accounting Policies
Nature of Operations, page F-71

41.      We note your disclosure that since the acquisition of Goody Tickets,
LLC and
         TicketSmarter, LLC on September 1, 2021 by Digital Ally, Inc.
represented a change of
         control and was accounted for as a business combination, the company
applied push-
         down accounting at the acquisition date. This does not appear to be
consistent with
         the disclosure in Note 20 on page F-44 of the Digital Ally December
31, 2021 10-K filed
         on April 15, 2022, as there was no indication that the company elected
to apply push-
         down accounting at the date of the acquisition. Please clarify or
revise.
Note 3. Notes Receivable, page F-78

42.      We note your disclosure that the company entered into a promissory
note as part of a co-
         marketing agreement. Please provide a detailed discussion of the terms
of the co-
         marketing agreement.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
 Felipe MacLean
Clover Leaf Capital Corp.
November 2, 2023
Page 9

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

        Please contact Ta Tanisha Meadows at 202-551-3322 or Angela Lumley at
202-551-3398
if you have questions regarding comments on the financial statements and
related matters. Please
contact Cara Wirth at 202-551-7127 or Mara Ransom at 202-551-3264 with any
other questions.



                                                           Sincerely,
FirstName LastNameFelipe MacLean
                                                           Division of
Corporation Finance
Comapany NameClover Leaf Capital Corp.
                                                           Office of Trade &
Services
November 2, 2023 Page 9
cc:       Jessica Yuan
FirstName LastName