KANSAS CITY, KS and MIAMI, FL, Oct.  04, 2023  (GLOBE NEWSWIRE) --  Digital Ally, Inc. (Nasdaq: DGLY) (“Digital Ally”) and Clover Leaf Capital Corp. (Nasdaq: CLOE) (“CLOE”), a publicly traded special purpose acquisition company, today announced the filing of a registration statement by CLOE on Form S-4 (the “Registration Statement”) with the U.S. Securities and Exchange Commission (“SEC”), which contains a preliminary proxy statement and prospectus in connection with the proposed business combination (the “Business Combination”), announced June 2, 2023, with Kustom Entertainment, Inc. (“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 (assuming no redemptions). 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.

Maxim Group LLC served as exclusive financial and capital markets advisor to Kustom Entertainment in connection with the business combination. Sullivan & Worcester LLP is serving as legal counsel to Kustom Entertainment and Ellenoff Grossman & Schole LLP is serving as legal counsel to CLOE.

About Kustom Entertainment, Inc.

Kustom Entertainment, Inc., a recently formed wholly-owned subsidiary of Digital Ally, will provide oversight to currently wholly-owned subsidiaries TicketSmarter, Kustom 440, and BirdVu Jets.

TicketSmarter offers tickets to more than 125,000 live events ranging from concerts to sports and theatre shows. TicketSmarter is the official ticket resale partner of over 35 collegiate conferences, over 300 universities, and hundreds of events and venues nationally. TicketSmarter is a primary and secondary ticketing solution for events and high-profile venues across North America. For more information on TicketSmarter, visit www.Ticketsmarter.com.

Established in late 2022, Kustom 440 is an entertainment division of Kustom Entertainment, Inc., whose mission it is to attract, manage and promote concerts, sports and private events. Kustom 440 is unique in that it brings a primary and secondary ticketing platform, in addition to its well-established relationships with artists, venues, and municipalities. For more information on Kustom 440, visit www.Kustom440.com.

Kustom Entertainment operates through its wholly-owned subsidiaries TicketSmarter, Inc. (“TicketSmarter”), Kustom 440, Inc. (“Kustom 440”), and BirdVu Jets, Inc. (“BirdVu Jets”). Following the closing of the Business Combination, TicketSmarter, Kustom 440, and BirdVu Jets will combine their management teams and focus on concerts, entertainment and garnering additional ticketing partnerships, as well as using existing sponsorships and sports property partnerships to develop alternative entertainment options for consumers.

About Clover Leaf Capital Corp.

Clover Leaf Capital Corp. is a newly organized blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

For more information, contact:

Stanton E. Ross, CEO

Info@kustoment.com

Info@cloverlcc.com

Forward-Looking Statements

Important Information and Where to Find It

In connection with the transaction, CLOE has filed the Registration Statement with the SEC, which includes a preliminary proxy statement to be distributed to holders of CLOE’s common stock in connection with CLOE’s solicitation of proxies for the vote by CLOE’s stockholders with respect to the transaction and other matters as described in the Registration Statement, as well as a prospectus relating to the offer of the securities to be issued to Kustom Entertainment’s stockholder in connection with the transaction. After the Registration Statement has been approved by the SEC, CLOE will mail a definitive proxy statement, when available, to its stockholders. Before making any voting or investment decision, investors and security holders and other interested parties are urged to read the Registration Statement, any amendments thereto and any other documents filed with the SEC carefully and in their entirety when they become available because they will contain important information about CLOE, Kustom Entertainment and the transaction. Investors and security holders may obtain free copies of the preliminary proxy statement/prospectus and definitive proxy statement/prospectus (when available) and other documents filed with the SEC by CLOE through the website maintained by the SEC at http://www.sec.gov, or by directing a request to: 1450 Brickell Avenue, Suite 2520, Miami, FL 33131.

Participants in Solicitation

CLOE and Kustom Entertainment and their respective directors and certain of their respective executive officers and other members of management and employees may be considered participants in the solicitation of proxies with respect to the transaction. Information about the directors and executive officers of CLOE is set forth in its Annual Report on Form 10-K for the fiscal year ended December 31, 2022 filed with the SEC on April 14, 2023. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be included in the proxy statement and/or prospectus and other relevant materials to be filed with the SEC regarding the transaction when they become available. Stockholders, potential investors and other interested persons should read the proxy statement and/or prospectus carefully when it becomes available before making any voting or investment decisions. When available, these documents can be obtained free of charge from the sources indicated above.

No Offer or Solicitation

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Kustom Entertainment, Inc. and Clover Leaf Capital Corp.

Digital Ally, Inc. and Clover Leaf Capital Corp. have filed a registration statement for a proposed business combination with Kustom Entertainment, Inc., a subsidiary of Digital Ally. The transaction values Kustom Entertainment at $125 million, with an implied initial pro forma equity value of approximately $222.2 million. The combined company will operate under the management team led by Stanton E. Ross. The business combination is expected to provide approximately $18.1 million in gross proceeds. Digital Ally will distribute shares to its shareholders post-closing. Kustom Entertainment will oversee subsidiaries TicketSmarter, Kustom 440, and BirdVu Jets, focusing on concerts, entertainment, and ticketing partnerships.