Failure to Satisfy Listing Rule Form 8 K

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

On July 23, 2024, Clover Leaf Capital Corp., a Delaware corporation (together with its successors, "Clover Leaf" or the "Company") received a written notice from the staff (the "Staff") of the Listing Qualifications Department of The Nasdaq Stock Market LLC ("Nasdaq") indicating (i) that the Company was not in compliance with Nasdaq IM-5101-2, which requires that a special purpose acquisition company complete one or more business combinations within 36 months of the effectiveness of its registration statement in connection with its initial public offering (the "IM-5101-2 Requirement"), and (ii) that the IM-5101-2 Requirement serves as an additional basis for delisting the Company's securities from Nasdaq.

As previously disclosed, on August 31, 2023, the Company received a deficiency letter from the Staff notifying the Company that it no longer meets the minimum 300 public holders requirement for The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(3) (the "Minimum Public Holders Requirement").

On January 23, 2024, the Company received a deficiency notice from the Staff notifying the Company that it is not in compliance with the requirement pursuant to Nasdaq Listing Rule 5620(a) that companies listed on Nasdaq hold an annual meeting of shareholders within twelve months of their fiscal year end because the Company did not hold an annual meeting of shareholders within twelve months of its fiscal year ended December 31, 2022 (the "Annual Meeting Requirement").

On February 27, 2024, the Company was not able to demonstrate compliance with the Minimum Public Holders Requirement, and as such, on March 1, 2024, the Company received a notice (the "Delisting Notice") from the Staff informing the Company that its securities may be subject to suspension and delisting pending the outcome of a hearing before the Nasdaq Hearings Panel (the "Panel"). The Company's deficiency with respect to the Annual Meeting Requirement served as an additional and separate basis for delisting. The Company requested a hearing before the Panel on March 8, 2024, and the hearing was held on May 7, 2024. On June 5, 2024, the Panel granted the Company's request for continued listing, subject to the obligation that, on or before August 28, 2024, the Company will complete a business combination with Kustom Entertainment and demonstrate compliance with all initial listing criteria.

The Company intends to present its views to the Panel with respect to this IM-5101-2 Requirement by July 30, 2024. Assuming this submission is made by July 30, 2024 and prior to the Panel's decision, the Company's securities will continue to trade on Nasdaq.

There can be no assurance that the Company will be able to satisfy Nasdaq's continued listing requirements, regain compliance with Nasdaq IM-5101-2, and maintain compliance with other Nasdaq listing requirements.

Additional Information and Where to Find It

In connection with the Business Combination, Clover Leaf has filed a proxy statement and registration statement on Form S-4 (the "Proxy/Registration Statement") with the SEC, which includes a preliminary 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. After the Proxy/Registration Statement has been declared effective by the SEC, Clover Leaf will mail 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 preliminary proxy statement/prospectus and definitive proxy statement/prospectus (when available) 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.