Failure to Satisfy Listing Rule - Form 425

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On August 30, 2024, Clover Leaf Capital Corp., a Delaware corporation (the "Company," "our" or "we") received written notice (the "Notice Letter") from the Nasdaq Hearings Panel (the "Panel") indicating that the Panel had determined to delist our securities from The Nasdaq Stock Market LLC ("Nasdaq") and that trading in our securities would be suspended at the open of trading on September 4, 2024, due to our failure to satisfy the terms of the Panel's June 5, 2024 decision (the "Decision"). Pursuant to the terms of the Decision, amongst other things, we were required to close our initial business combination (the "Business Combination") with Kustom Entertainment, Inc. ("Kustom Entertainment"), with the new entity demonstrating compliance with the initial listing criteria set forth in Nasdaq Listing Rule 5500 on or before August 28, 2024. On August 27, 2024, we notified the Panel that we would not be able to close our Business Combination by the Panel's August 28, 2024 deadline. Accordingly, the Panel has determined to delist our securities from Nasdaq as set forth in the Notice Letter.

Following suspension of trading on Nasdaq, the Company's units, Class A common stock and rights will be eligible to trade on the OTC Markets under the expected tickers "CLOEU," "CLOE," and "CLOER," respectively. Nasdaq will complete the delisting by filing a Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities and Exchange Act of 1934 on Form 25 with the Securities and Exchange Commission after the applicable Nasdaq review and appeal periods have lapsed. The Company and Kustom Entertainment are diligently working to satisfy or waive applicable closing conditions to complete the Business Combination before the expiration of such appeals period and to effect trading of the post-closing company on Nasdaq as soon as practicable.

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.