DGLY - Kustom Entertainment Inc. and Clover Leaf Capital Corp. Announce Filing of SEC Registration Statement | Benzinga
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
Forward-Looking Statements
This press release contains certain forward-looking statements within the meaning of the "safe ...