Material Agreement Form 8 K

Item 1.01. Entry into a Material Definitive Agreement.

On July 18, 2024, Clover Leaf Capital Corp. (the "Company") held a special meeting of stockholders (the "Meeting"). At the Meeting, the Company's stockholders approved an amendment (the "Extension Amendment") to the Company's amended and restated certificate of incorporation to extend the date by which the Company must consummate its initial business combination (the "Initial Business Combination") from July 22, 2024 to October 22, 2024, or such earlier date as determined by the Company's board of directors.

In connection with the Meeting, stockholders holding 355,865 shares of the Company's Class A common stock issued in the Company's initial public offering exercised their right to redeem such shares for a pro rata portion of the funds in the Company's trust account (the "Trust Account"). As a result, approximately $4,386,351 (approximately $12.33 per share) will be removed from the Company's Trust Account to pay such holders.

Following the approval and implementation of the Extension Amendment, on July 22, 2024, the Company issued a promissory note (the "Extension Note") in the aggregate principal amount of up to $124,727.58 to Yntegra Capital Investments, LLC (the "Sponsor"), pursuant to which the Sponsor agreed to loan to the Company up to $124,727.58 to deposit into the Company's Trust Account for each share of the Company's Class A common stock, par value $0.0001, held by the Company's public stockholders (the "Public Shares") that was not redeemed in connection with the Extension Amendment. The Extension Note bears no interest and is repayable in full upon the earlier of (a) the date of the consummation of the Company's Initial Business Combination, or (b) the date of the liquidation of the Company.

The foregoing description is qualified in its entirety by reference to the Extension Note, a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.

On July 19, 2024, the Company deposited $41,575.86 into the Trust Account, and the Company will continue to deposit $41,575.86 into the Trust Account for each additional calendar month (promptly following the 22nd of each calendar month), or portion thereof, that is needed by the Company to complete an Initial Business Combination until October 22, 2024, and such amount will be distributed either to: (i) all of the holders of Public Shares upon the Company's liquidation or (ii) holders of Public Shares who elect to have their shares redeemed in connection with the consummation of the Initial Business Combination.

On July 22, 2024, the Company issued a promissory note (the "Working Capital Note") in the principal amount of up to $300,000 to the Sponsor. The Working Capital Note was issued in connection with up to $300,000 of advances the Sponsor has made or may make in the future to the Company for working capital expenses. The loan is non-interest bearing and payable upon the earlier of (i) the date of the consummation of the Company's Initial Business Combination or (ii) the date of the liquidation of the Company.

The foregoing description is qualified in its entirety by reference to the Working Capital Note, a copy of which is attached as Exhibit 10.2 hereto and is incorporated herein by reference.