Clover Leaf Capital, Kustom Entertainment file SEC registration statement

Digital Ally and Clover Leaf Capital announced the filing of a registration statement by CLOE on Form S-4 with the U.S. Securities and Exchange Commission, which contains a preliminary proxy statement and prospectus in connection with the proposed business combination, announced June 2, 2023, with Kustom Entertainment, a wholly-owned subsidiary of Digital Ally. While the Registration Statement has not yet become effective, and the information contained therein is subject to change, it provides important information about the combined company’s proposed business and listing of securities, Kustom Entertainment’s business, as well as the proposed Business Combination, and the proposals to be considered by CLOE’s shareholders. Following the closing of the business combination, CLOE will change its name to Kustom Entertainment and will operate under the same management team as Kustom Entertainment, Inc., which is currently led by Stanton E. Ross, the current CEO of Digital Ally. 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. Additionally, Digital Ally will distribute to its shareholders 15% of its shares in the combined company immediately following closing and intends to distribute the balance of such shares following a six-month lock-up period..