UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): October 11, 2024
Clover Leaf Capital Corp.
(Exact
Name of Registrant as Specified in Charter)
| Delaware |
|
001-40625 |
|
85-2303279 |
(State
or Other Jurisdiction
of
Incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification
No.) |
1450 Brickell Avenue, Suite 1420
Miami,
FL |
|
33131 |
| (Address
of Principal Executive Offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (305) 577-0031
Not
Applicable
(Former
Name or Former Address, if Changed Since Last Report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
| ☒ |
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Units, each consisting of one share of Class A common stock, $0.0001 par value 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 |
|
CLOEU |
|
The
Nasdaq Stock Market LLC |
| Class A Common Stock, par value $0.0001 per share |
|
CLOE |
|
The
Nasdaq Stock Market LLC |
| Rights, every eight (8) rights entitles the holder to receive one share of Class A Common Stock upon the consummation of an initial business combination |
|
CLOER |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
8.01 Other Events
On
October 11, 2024, Clover Leaf Capital Corp., a Delaware corporation (together with its successors, “Clover Leaf”) issued
a press release (the “Press Release”) announcing that it convened and then adjourned, without conducting other business,
its special meeting of its stockholders in lieu of its 2024 Annual Meeting of Stockholders (the “Meeting”) to 10:00 a.m.,
Eastern Time on Friday, October 18, 2024. At the meeting, stockholders of Clover Leaf will be asked to vote on proposals to approve,
among other things, its proposed initial business combination (the “Business Combination”) with Kustom Entertainment, Inc.,
a Nevada corporation (“Kustom Entertainment” or the “Company”), pursuant to an Agreement and Plan of Merger (as
amended, the “Merger Agreement”), by and among Clover Leaf, CL Merger Sub, Inc., a Nevada corporation and a wholly-owned
subsidiary of Clover Leaf (“Merger Sub”), Yntegra Capital Investments LLC, a Delaware limited liability company, in the capacity
as the Purchaser Representative (as defined in the Merger Agreement) and Digital Ally, Inc., a Nevada corporation and the sole stockholder
of the Company (“Digital Ally”). There is no change to the location, the record date, the purpose or any of the proposals
to be acted upon at the Meeting.
As
a result of this change, the Meeting will now be held at 10:00 a.m. Eastern Time on Friday, October 18, 2024, via the live webcast at
https://www.cstproxy.com/cloverlcc/bc2024. Clover Leaf’s stockholders may submit publicly held Clover Leaf Class A common
stock for redemption in connection with the Business Combination until such extended deadline of 5:00 p.m. Eastern Time on Wednesday,
October 16, 2024, whether or not such stockholders hold shares as of the Record Date. Stockholders who may wish to withdraw their previously
submitted redemption requests may do so at any time prior to the Meeting or such other date as determined by Clover Leaf, by requesting
Clover Leaf’s transfer agent Continental Stock Transfer & Trust Company to return such shares. The record date for Clover Leaf’s
stockholders to vote in the Meeting remains July 24, 2024.
A
copy of the Press Release is filed herewith as Exhibit 99.1.
Additional
Information and Where to Find It
In
connection with the Business Combination, Clover Leaf has filed the Proxy/Registration Statement with the SEC, which includes a definitive
proxy statement to be distributed to holders of Clover Leaf’s common stock in connection with Clover Leaf’s solicitation
of proxies for the vote by Clover Leaf’s stockholders with respect to the Business Combination and other matters as described in
the Proxy/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 Business Combination. Clover Leaf has mailed a definitive proxy statement to its stockholders. Before
making any voting or investment decision, investors and security holders of Clover Leaf and other interested parties are urged to read
the proxy statement and/or prospectus, 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 the Business Combination and the parties to the Business
Combination. Investors and security holders may obtain free copies of the definitive proxy statement/prospectus and other documents filed
with the SEC by Clover Leaf through the website maintained by the SEC at http://www.sec.gov, or by directing a request to: 1450 Brickell
Avenue, Suite 1420, Miami, FL 33131.
Forward-Looking
Statements
This
report contains certain forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities
Litigation Reform Act of 1955. These forward-looking statements include, without limitation, the expectations of Digital Ally, Clover
Leaf and Kustom Entertainment with respect to the proposed Business Combination between Clover Leaf and Kustom Entertainment, including
statements regarding the benefits of the Business Combination, the anticipated timing of the Business Combination, the implied valuation
of Kustom Entertainment, the products offered by Kustom Entertainment and the markets in which it operates, and Kustom Entertainment’s
projected future results. Words such as “believe,” “project,” “expect,” “anticipate,”
“estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,”
“may,” “should,” “will,” “would,” “will be,” “will continue,”
“will likely result,” and similar expressions are intended to identify such forward-looking statements. Forward-looking statements
are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as
a result, are subject to significant risks and uncertainties that could cause the actual results to differ materially from the expected
results. Most of these factors are outside of Digital Ally’s, Clover Leaf’s and Kustom Entertainment’s control and
are difficult to predict. Factors that may cause actual future events to differ materially from the expected results, include, but are
not limited to: (i) the risk that the Business Combination may not be completed in a timely manner or at all, which may adversely affect
the price of Digital Ally’s and Clover Leaf’s securities, (ii) the risk that the Business Combination may not be completed
by Clover Leaf’s business combination deadline, even if extended by its stockholders, (iii) the potential failure to obtain an
extension of the business combination deadline if sought by Clover Leaf; (iv) the failure to satisfy the conditions to the consummation
of the Business Combination, including the adoption of the agreement and plan of merger (“Merger Agreement”) by the stockholders
of Clover Leaf, (v) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement,
(vi) the failure to obtain any applicable regulatory approvals required to consummate the Business Combination, (vii) the receipt of
an unsolicited offer from another party for an alternative transaction that could interfere with the Business Combination, (viii) the
effect of the announcement or pendency of the Business Combination on Kustom Entertainment’s business relationships, performance,
and business generally, (ix) the inability to recognize the anticipated benefits of the Business Combination, which may be affected by,
among other things, competition and the ability of the post-combination company to grow and manage growth profitability and retain its
key employees, (x) costs related to the Business Combination, (xi) the outcome of any legal proceedings that may be instituted against
Kustom Entertainment or Clover Leaf following the announcement of the proposed Business Combination, (xii) the ability to maintain the
listing of Clover Leaf’s securities on the Nasdaq prior to the Business Combination, (xiii) the ability to implement business plans,
forecasts, and other expectations after the completion of the proposed Business Combination, and identify and realize additional opportunities,
(xiv) the risk of downturns and the possibility of rapid change in the highly competitive industry in which Kustom Entertainment operates,
(xv) the risk that demand for Kustom Entertainment’s services may be decreased due to a decrease in the number of large-scale sporting
events, concerts and theater shows, (xvi) the risk that any adverse changes in Kustom Entertainment’s relationships with buyer,
sellers and distribution partners may adversely affect the business, financial condition and results of operations, (xvii) the risk that
changes in Internet search engine algorithms and dynamics, or search engine disintermediation, or changes in marketplace rules could
have a negative impact on traffic for Kustom Entertainment’s sites and ultimately, its business and results of operations, (xviii)
the risk that any decrease in the willingness of artists, teams and promoters to continue to support the secondary ticket market may
result in decreased demand for Kustom Entertainment’s services, (xix) the risk that Kustom Entertainment is not able to maintain
and enhance its brand and reputation in its marketplace, adversely affecting Kustom Entertainment’s business, financial condition
and results of operations, (xx) the risk of the occurrence of extraordinary events, such as terrorist attacks, disease epidemics or pandemics,
severe weather events and natural disasters, (xxi) the risk that because Kustom Entertainment’s operations are seasonal and its
results of operations vary from quarter to quarter and year over year, its financial performance in certain financial quarters or years
may not be indicative of, or comparable to, Kustom Entertainment’s financial performance in subsequent financial quarters or years,
(xxii) the risk that periods of rapid growth and expansion could place a significant strain on Kustom Entertainment’s resources,
including its employee base, which could negatively impact Kustom Entertainment’s operating results, (xxiii) the risk that Kustom
Entertainment may never achieve or sustain profitability, (xxiv) the risk that Kustom Entertainment may need to raise additional capital
to execute its business plan, which many not be available on acceptable terms or at all; (xxv) the risk that third-parties suppliers
and manufacturers are not able to fully and timely meet their obligations, (xxvi) the risk that Kustom Entertainment is unable to secure
or protect its intellectual property, (xxvii) the risk that the post-combination company’s securities will not be approved for
listing on Nasdaq or if approved, maintain the listing and (xxviii) other risks and uncertainties indicated from time to time in the
proxy statement and/or prospectus to be filed relating to the Business Combination. There may be additional risks that Digital Ally and
Kustom Entertainment presently do not know or that Digital Ally and Kustom Entertainment currently believe are immaterial that could
also cause results to differ from those contained in any forward-looking statements. Forward-looking statements speak only as of the
date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Digital Ally, Kustom Entertainment
and Clover Leaf assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new
information, future events, or otherwise.
The
foregoing list of factors is not exhaustive. Recipients should carefully consider such factors, with respect to the proposed Business
Combination, and the other risks and uncertainties described and to be described in the “Risk Factors” section of Clover
Leaf’s Annual Report on Form 10-K filed for the year ended December 31, 2023 filed with the SEC on March 22, 2024 and subsequent
periodic reports filed by Clover Leaf with the SEC, the Proxy/ Registration Statement and other documents filed or to be filed by Clover
Leaf from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual
events and results to differ materially from those contained in the forward-looking statements with respect to the proposed Business
Combination. Forward-looking statements speak only as of the date they are made. Recipients are cautioned not to put undue reliance on
forward-looking statements with respect to the proposed Business Combination, and neither Kustom Entertainment nor Clover Leaf assume
any obligation to, nor intend to, update or revise these forward-looking statements, whether as a result of new information, future events,
or otherwise, except as required by law. Neither Kustom Entertainment nor Clover Leaf gives any assurance that either Kustom Entertainment
or Clover Leaf, or the combined company, will achieve its expectations.
Participants
in the Solicitation
Clover
Leaf 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 from the stockholders of Clover Leaf with respect
to the Business Combination. Information about the directors and executive officers of Clover Leaf is set forth in its Annual Report
on Form 10-K for the fiscal year ended December 31, 2023 filed with the SEC on March 22, 2024. Additional information regarding the participants
in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, are included in
the proxy statement and/or prospectus and other relevant materials to be filed with the SEC regarding the Business Combination. Stockholders,
potential investors and other interested persons should read the proxy statement and/or prospectus carefully 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
This
communication shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of
the proposed Business Combination. This communication shall not constitute an offer to sell or the solicitation of an offer to buy any
securities, nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. No offering of securities
shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended,
or an exemption therefrom.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
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: October 11, 2024 |
By: |
/s/
Felipe MacLean |
| |
|
Name: |
Felipe MacLean |
| |
|
Title: |
Chief Executive Officer |
4
Exhibit
99.1
Clover
Leaf Capital Corp. Announces Adjournment of Special Meeting of Stockholders on Proposed Business Combination
MIAMI, FL and KANSAS CITY, KS, Oct. 11, 2024 (GLOBE
NEWSWIRE) -- Clover Leaf Capital Corp. (OTC: CLOE) (“CLOE” or “Clover Leaf”), a publicly traded special purpose
acquisition company, and Digital Ally, Inc. (Nasdaq: DGLY) (“Digital Ally”) today announced
that on October 11, 2024, Clover Leaf convened and then adjourned, without conducting other business, its special meeting of its
stockholders in lieu of its 2024 Annual Meeting of Stockholders (the “Meeting” ) to 10:00 a.m., Eastern Time on Friday, October
18, 2024. At the meeting, stockholders of Clover Leaf will be asked to vote on proposals to approve, among other things, its proposed
initial business combination (the “Business Combination”) with Kustom Entertainment, Inc., a Nevada corporation (“Kustom
Entertainment” or the “Company”), pursuant to an Agreement and Plan of Merger (as amended, the “Merger Agreement”),
by and among Clover Leaf, CL Merger Sub, Inc., a Nevada corporation and a wholly-owned subsidiary of Clover Leaf (“Merger Sub”),
Yntegra Capital Investments LLC, a Delaware limited liability company, in the capacity as the Purchaser Representative (as defined in
the Merger Agreement) and Digital Ally, Inc., a Nevada corporation and the sole stockholder of the Company (“Digital Ally”).
There is no change to the location, the record date, the purpose or any of the proposals to be acted upon at the Meeting.
As
a result of this change, the Meeting will now be held at 10:00 a.m. Eastern Time on Friday, October 18, 2024 via the live webcast at
https://www.cstproxy.com/cloverlcc/bc2024. Also as a result of this change, the deadline for holders of Clover Leaf’s Class
A common stock issued in Clover Leaf’s initial public offering to submit their shares for redemption in connection with the Business
Combination, is being extended to 5:00 p.m. Eastern Time on Wednesday, October 16, 2024. The record date for Clover Leaf’s stockholders
to vote in the Meeting remains July 24, 2024.
Clover
Leaf plans to continue to solicit proxies from stockholders during the period prior to the Meeting. Only the holders of the Clover Leaf’s
common stock as of the close of business on July 24, 2024, the record date for the Meeting, are entitled to vote at the Meeting.
If
any Clover Leaf stockholder has any questions or need assistance, such stockholder should (i) reach out to his, her or its broker or
(ii) contact Morrow Sodali LLC, Clover Leaf’s proxy solicitor, for assistance via e-mail at CLOE.info or toll-free call at 800-662-5200.
Banks and brokers can place a collect call to Morrow Sodali LLC at 203-658-9400 or email at CLOE.info@investor.morrowsodali.com.
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
This
press release contains certain forward-looking statements within the meaning of the “safe harbor” provisions of the Private
Securities Litigation Reform Act of 1955. These forward-looking statements include, without limitation, CLOE’s and Kustom Entertainment’s
expectations with respect to the proposed business combination between CLOE and Kustom Entertainment, including statements regarding
the benefits of the transaction, the anticipated timing of the transaction, the implied valuation of Kustom Entertainment, the products
offered by Kustom Entertainment and the markets in which it operates, and Kustom Entertainment’s projected future results. Words
such as “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,”
“strategy,” “future,” “opportunity,” “plan,” “may,” “should,”
“will,” “would,” “will be,” “will continue,” “will likely result,” and similar
expressions are intended to identify such forward-looking statements. Forward-looking statements are predictions, projections and other
statements about future events that are based on current expectations and assumptions and, as a result, are subject to significant risks
and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside
CLOE’s and Kustom Entertainment’s control and are difficult to predict. Factors that may cause actual future events to differ
materially from the expected results, include, but are not limited to: (i) the risk that the transaction may not be completed in a timely
manner or at all, which may adversely affect the price of CLOE’s securities, (ii) the risk that the transaction may not be completed
by CLOE’s business combination deadline, even if extended by its stockholders, (iii) and the potential failure to obtain an extension
of the business combination deadline if sought by Clover Leaf; (iv) the failure to satisfy the conditions to the consummation of the
transaction, including the adoption of the agreement and plan of merger (“Merger Agreement”) by the stockholders of CLOE,
(v) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement, (vi) the
failure to obtain any applicable regulatory approvals required to consummate the business combination; (vii) the receipt of an unsolicited
offer from another party for an alternative transaction that could interfere with the business combination, (viii) the effect of the
announcement or pendency of the transaction on Kustom Entertainment’s business relationships, performance, and business generally,
(ix) the inability to recognize the anticipated benefits of the business combination, which may be affected by, among other things, competition
and the ability of the post-combination company to grow and manage growth profitability and retain its key employees, (x) costs related
to the business combination, (xi) the outcome of any legal proceedings that may be instituted against Kustom Entertainment or CLOE following
the announcement of the proposed business combination, (xii) the ability to maintain the listing of CLOE’s securities on the Nasdaq
prior to the business combination, (xiii) the ability to implement business plans, forecasts, and other expectations after the completion
of the proposed business combination, and identify and realize additional opportunities, (xiv) the risk of downturns and the possibility
of rapid change in the highly competitive industry in which Kustom Entertainment operates, (xv) the risk that demand for Kustom Entertainment’s
services may be decreased due to a decrease in the number of large-scale sporting events, concerts and theater shows, (xvi) the risk
that any adverse changes in Kustom Entertainment’s relationships with buyer, sellers and distribution partners may adversely affect
the business, financial condition and results of operations, (xvii) the risk that Changes in Internet search engine algorithms and dynamics,
or search engine disintermediation, or changes in marketplace rules could have a negative impact on traffic for Kustom Entertainment’s
sites and ultimately, its business and results of operations; (xviii) the risk that any decrease in the willingness of artists, teams
and promoters to continue to support the secondary ticket market may result in decreased demand for Kustom Entertainment’s services;
(xix) the risk that Kustom Entertainment is not able to maintain and enhance its brand and reputation in its marketplace, adversely affecting
Kustom Entertainment’s business, financial condition and results of operations, (xx) the risk of the occurrence of extraordinary
events, such as terrorist attacks, disease epidemics or pandemics, severe weather events and natural disasters, (xxi) the risk that because
Kustom Entertainment’s operations are seasonal and its results of operations vary from quarter to quarter and year over year, its
financial performance in certain financial quarters or years may not be indicative of, or comparable to, Kustom Entertainment’s
financial performance in subsequent financial quarters or years; (xxii) the risk that periods of rapid growth and expansion could place
a significant strain on Kustom Entertainment’s resources, including its employee base, which could negatively impact Kustom Entertainment’s
operating results; (xxiii) the risk that Kustom Entertainment may never achieve or sustain profitability; (xxiv) the risk that Kustom
Entertainment may need to raise additional capital to execute its business plan, which many not be available on acceptable terms or at
all; (xxv) the risk that third-parties suppliers and manufacturers are not able to fully and timely meet their obligations, (xxvi) the
risk that Kustom Entertainment is unable to secure or protect its intellectual property, (xxvii) the risk that the post-combination company’s
securities will not be approved for listing on Nasdaq or if approved, maintain the listing and (xxviii) other risks and uncertainties
indicated from time to time in the proxy statement and/or prospectus relating to the business combination, including those under the
“Risk Factors” section therein and in CLOE’s other filings with the SEC. The foregoing list of factors is not exhaustive.
Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking
statements, and Kustom Entertainment and CLOE assume no obligation and do not intend to update or revise these forward-looking statements,
whether as a result of new information, future events, or otherwise.
Important
Information and Where to Find It
In
connection with the transaction, CLOE has filed the Registration Statement with the SEC, which includes a 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. 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 because they contain important information
about CLOE, Kustom Entertainment and the transaction. Investors and security holders may obtain free copies of the proxy statement/prospectus
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, 2023 filed with
the SEC on March 22, 2024. Additional information regarding the participants in the proxy solicitation and a description of their direct
and indirect interests, by security holdings or otherwise, are included in the proxy statement/ prospectus and other relevant materials
to be filed with the SEC regarding the transaction. Stockholders, potential investors and other interested persons should read the proxy
statement/prospectus carefully before making any voting or investment decisions. These documents can be obtained free of charge from
the sources indicated above.
No
Offer or Solicitation
This
press release shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of
the proposed business combination. This communication shall not constitute an offer to sell or the solicitation of an offer to buy any
securities, nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. No offering of securities
shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended,
or an exemption therefrom.
3
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