$CLOE
Clover Leaf Capital Corp. Stock $cloe

$cloe Overview Financials Valuation SEC Filings Company Website

2024 Q2 Form 10-Q Financial Statement

#000121390024069635 Filed on August 15, 2024

Income Statement

Concept	2024 Q2
Revenue	$0.00
YoY Change
Cost Of Revenue
YoY Change
Gross Profit
YoY Change
Gross Profit Margin
Selling, General & Admin
YoY Change
% of Gross Profit
Research & Development
YoY Change
% of Gross Profit
Depreciation & Amortization
YoY Change
% of Gross Profit
Operating Expenses	$446.4K
YoY Change	-37.11%
Operating Profit	-$446.4K
YoY Change	-37.11%
Interest Expense	$122.9K
YoY Change	-44.67%
% of Operating Profit
Other Income/Expense, Net	$122.9K
YoY Change	-44.67%
Pretax Income	-$323.5K
YoY Change	-33.66%
Income Tax	$26.71K
% Of Pretax Income
Net Earnings	-$350.2K
YoY Change	-34.53%
Net Earnings / Revenue
Basic Earnings Per Share
Diluted Earnings Per Share	-$0.07
COMMON SHARES
Basic Shares Outstanding
Diluted Shares Outstanding

Balance Sheet

Concept	2024 Q2
SHORT-TERM ASSETS
Cash & Short-Term Investments	$51.12K
YoY Change	-38.58%
Cash & Equivalents	$51.12K
Short-Term Investments
Other Short-Term Assets	$68.18K
YoY Change	37.16%
Inventory
Prepaid Expenses	$68.18K
Receivables
Other Receivables
Total Short-Term Assets	$119.3K
YoY Change	-10.26%
LONG-TERM ASSETS
Property, Plant & Equipment
YoY Change
Goodwill
YoY Change
Intangibles
YoY Change
Long-Term Investments	$12.90M
YoY Change	-31.0%
Other Assets
YoY Change
Total Long-Term Assets	$12.90M
YoY Change	-31.0%
TOTAL ASSETS
Total Short-Term Assets	$119.3K
Total Long-Term Assets	$12.90M
Total Assets	$13.02M
YoY Change	-30.86%
SHORT-TERM LIABILITIES
YoY Change
Accounts Payable
YoY Change
Accrued Expenses	$1.074M
YoY Change	55.16%
Deferred Revenue
YoY Change
Short-Term Debt	$4.658M
YoY Change	51.87%
Long-Term Debt Due
YoY Change
Total Short-Term Liabilities	$6.015M
YoY Change	50.23%
LONG-TERM LIABILITIES
Long-Term Debt	$0.00
YoY Change
Other Long-Term Liabilities	$4.841M
YoY Change	0.0%
Total Long-Term Liabilities	$4.841M
YoY Change	0.0%
TOTAL LIABILITIES
Total Short-Term Liabilities	$6.015M
Total Long-Term Liabilities	$4.841M
Total Liabilities	$10.86M
YoY Change	22.74%
SHAREHOLDERS EQUITY
Retained Earnings	-$10.81M
YoY Change	25.77%
Common Stock
YoY Change
Preferred Stock
YoY Change
Treasury Stock (at cost)
YoY Change
Treasury Stock Shares
Shareholders Equity	-$10.81M
YoY Change
Total Liabilities & Shareholders Equity	$13.02M
YoY Change	-30.86%

Cashflow Statement

Concept	2024 Q2
OPERATING ACTIVITIES
Net Income	-$350.2K
YoY Change	-34.53%
Depreciation, Depletion And Amortization
YoY Change
Cash From Operating Activities	-$294.7K
YoY Change	-16.51%
INVESTING ACTIVITIES
Capital Expenditures
YoY Change
Acquisitions
YoY Change
Other Investing Activities	-$180.0K
YoY Change
Cash From Investing Activities	-$180.0K
YoY Change
FINANCING ACTIVITIES
Cash Dividend Paid
YoY Change
Common Stock Issuance & Retirement, Net
YoY Change
Debt Paid & Issued, Net
YoY Change
Cash From Financing Activities	520.0K
YoY Change	73.33%
NET CHANGE
Cash From Operating Activities	-294.7K
Cash From Investing Activities	-180.0K
Cash From Financing Activities	520.0K
Net Change In Cash	45.33K
YoY Change	-185.64%
FREE CASH FLOW
Cash From Operating Activities	-$294.7K
Capital Expenditures
Free Cash Flow
YoY Change

Facts In Submission

Frame	Concept Type	Concept / XBRL Key	Value	Unit
CY2024Q2	us-gaap	Commitments And Contingencies CommitmentsAndContingencies		usd
CY2023Q4	us-gaap	Commitments And Contingencies CommitmentsAndContingencies		usd
CY2024Q2	us-gaap	Preferred Stock Value PreferredStockValue		usd
CY2023Q4	us-gaap	Preferred Stock Value PreferredStockValue		usd
CY2024Q2	us-gaap	Preferred Stock Shares Issued PreferredStockSharesIssued		shares
CY2024Q2	us-gaap	Preferred Stock Shares Outstanding PreferredStockSharesOutstanding		shares
CY2023Q4	us-gaap	Preferred Stock Shares Issued PreferredStockSharesIssued		shares
CY2023Q4	us-gaap	Preferred Stock Shares Outstanding PreferredStockSharesOutstanding		shares
	dei	Entity Tax Identification Number EntityTaxIdentificationNumber	86-2303279
	dei	Document Type DocumentType	10-Q
	dei	Document Quarterly Report DocumentQuarterlyReport	true
	dei	Document Period End Date DocumentPeriodEndDate	2024-06-30
	dei	Document Fiscal Year Focus DocumentFiscalYearFocus	2024
	dei	Document Transition Report DocumentTransitionReport	false
	dei	Entity File Number EntityFileNumber	001-40625
	dei	Entity Registrant Name EntityRegistrantName	CLOVER LEAF CAPITAL CORP.
	dei	Entity Incorporation State Country Code EntityIncorporationStateCountryCode	DE
	dei	Entity Address Address Line1 EntityAddressAddressLine1	c/o Yntegra Capital Investments
	dei	Entity Address Address Line2 EntityAddressAddressLine2	LLC 1450 Brickell Avenue
	dei	Entity Address Address Line3 EntityAddressAddressLine3	Suite 2520
	dei	Entity Address City Or Town EntityAddressCityOrTown	Miami
	dei	Entity Address State Or Province EntityAddressStateOrProvince	FL
	dei	Entity Address Postal Zip Code EntityAddressPostalZipCode	33131
	dei	City Area Code CityAreaCode	(305)
	dei	Local Phone Number LocalPhoneNumber	577-0031
	dei	Entity Current Reporting Status EntityCurrentReportingStatus	Yes
	dei	Entity Interactive Data Current EntityInteractiveDataCurrent	Yes
	dei	Entity Filer Category EntityFilerCategory	Non-accelerated Filer
	dei	Entity Small Business EntitySmallBusiness	true
	dei	Entity Emerging Growth Company EntityEmergingGrowthCompany	true
	dei	Entity Ex Transition Period EntityExTransitionPeriod	false
	dei	Entity Shell Company EntityShellCompany	true
CY2024Q2	us-gaap	Cash Cash Equivalents Restricted Cash And Restricted Cash Equivalents CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents	51117	usd
CY2023Q4	us-gaap	Cash Cash Equivalents Restricted Cash And Restricted Cash Equivalents CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents	162933	usd
CY2024Q2	us-gaap	Prepaid Expense Current PrepaidExpenseCurrent	68178	usd
CY2023Q4	us-gaap	Prepaid Expense Current PrepaidExpenseCurrent	122364	usd
CY2024Q2	us-gaap	Assets Current AssetsCurrent	119295	usd
CY2023Q4	us-gaap	Assets Current AssetsCurrent	285297	usd
CY2024Q2	us-gaap	Assets Held In Trust Noncurrent AssetsHeldInTrustNoncurrent	12900905	usd
CY2023Q4	us-gaap	Assets Held In Trust Noncurrent AssetsHeldInTrustNoncurrent	14648926	usd
CY2024Q2	us-gaap	Assets Assets	13020200	usd
CY2023Q4	us-gaap	Assets Assets	14934223	usd
CY2024Q2	us-gaap	Accrued Liabilities Current AccruedLiabilitiesCurrent	1073630	usd
CY2023Q4	us-gaap	Accrued Liabilities Current AccruedLiabilitiesCurrent	809542	usd
CY2024Q2	us-gaap	Deferred Income Tax Liabilities DeferredIncomeTaxLiabilities	188080	usd
CY2023Q4	us-gaap	Deferred Income Tax Liabilities DeferredIncomeTaxLiabilities	134428	usd
CY2024Q2	cloe	Excise Tax Payable Current ExciseTaxPayableCurrent	65841	usd
CY2023Q4	cloe	Excise Tax Payable Current ExciseTaxPayableCurrent	42099	usd
CY2024Q2	us-gaap	Other Notes Payable Current OtherNotesPayableCurrent	4657765	usd
CY2023Q4	us-gaap	Other Notes Payable Current OtherNotesPayableCurrent	3842015	usd
CY2024Q2	us-gaap	Other Liabilities Current OtherLiabilitiesCurrent	30000	usd
CY2023Q4	us-gaap	Other Liabilities Current OtherLiabilitiesCurrent	10000	usd
CY2024Q2	us-gaap	Liabilities Current LiabilitiesCurrent	6015316	usd
CY2023Q4	us-gaap	Liabilities Current LiabilitiesCurrent	4838084	usd
CY2024Q2	cloe	Deferred Underwriting Commissions Non Current DeferredUnderwritingCommissionsNonCurrent	4840931	usd
CY2023Q4	cloe	Deferred Underwriting Commissions Non Current DeferredUnderwritingCommissionsNonCurrent	4840931	usd
CY2024Q2	us-gaap	Liabilities Liabilities	10856247	usd
CY2023Q4	us-gaap	Liabilities Liabilities	9679015	usd
CY2024Q2	us-gaap	Temporary Equity Carrying Amount Attributable To Parent TemporaryEquityCarryingAmountAttributableToParent	12976334	usd
CY2023Q4	us-gaap	Temporary Equity Carrying Amount Attributable To Parent TemporaryEquityCarryingAmountAttributableToParent	14830241	usd
CY2024Q2	us-gaap	Preferred Stock Par Or Stated Value Per Share PreferredStockParOrStatedValuePerShare	0.0001
CY2023Q4	us-gaap	Preferred Stock Par Or Stated Value Per Share PreferredStockParOrStatedValuePerShare	0.0001
CY2024Q2	us-gaap	Preferred Stock Shares Authorized PreferredStockSharesAuthorized	1000000	shares
CY2023Q4	us-gaap	Preferred Stock Shares Authorized PreferredStockSharesAuthorized	1000000	shares
CY2024Q2	us-gaap	Retained Earnings Accumulated Deficit RetainedEarningsAccumulatedDeficit	-10812808	usd
CY2023Q4	us-gaap	Retained Earnings Accumulated Deficit RetainedEarningsAccumulatedDeficit	-9575460	usd
CY2024Q2	us-gaap	Stockholders Equity StockholdersEquity	-10812381	usd
CY2023Q4	us-gaap	Stockholders Equity StockholdersEquity	-9575033	usd
CY2024Q2	us-gaap	Liabilities And Stockholders Equity LiabilitiesAndStockholdersEquity	13020200	usd
CY2023Q4	us-gaap	Liabilities And Stockholders Equity LiabilitiesAndStockholdersEquity	14934223	usd
CY2024Q2	us-gaap	Operating Costs And Expenses OperatingCostsAndExpenses	446437	usd
CY2023Q2	us-gaap	Operating Costs And Expenses OperatingCostsAndExpenses	709836	usd
	us-gaap	Operating Costs And Expenses OperatingCostsAndExpenses	897030	usd
	us-gaap	Operating Costs And Expenses OperatingCostsAndExpenses	900007	usd
CY2024Q2	us-gaap	Operating Income Loss OperatingIncomeLoss	-446437	usd
CY2023Q2	us-gaap	Operating Income Loss OperatingIncomeLoss	-709836	usd
	us-gaap	Operating Income Loss OperatingIncomeLoss	-897030	usd
	us-gaap	Operating Income Loss OperatingIncomeLoss	-900007	usd
CY2024Q2	us-gaap	Investment Income Investment Expense InvestmentIncomeInvestmentExpense	8814	usd
	us-gaap	Investment Income Investment Expense InvestmentIncomeInvestmentExpense	8814	usd
CY2024Q2	us-gaap	Investment Income Interest InvestmentIncomeInterest	131730	usd
CY2023Q2	us-gaap	Investment Income Interest InvestmentIncomeInterest	222121	usd
	us-gaap	Investment Income Interest InvestmentIncomeInterest	266128	usd
	us-gaap	Investment Income Interest InvestmentIncomeInterest	421354	usd
CY2024Q2	us-gaap	Interest Income Other InterestIncomeOther	1	usd
CY2023Q2	us-gaap	Interest Income Other InterestIncomeOther	21	usd
	us-gaap	Interest Income Other InterestIncomeOther	3	usd
	us-gaap	Interest Income Other InterestIncomeOther	74	usd
CY2024Q2	us-gaap	Nonoperating Income Expense NonoperatingIncomeExpense	122917	usd
CY2023Q2	us-gaap	Nonoperating Income Expense NonoperatingIncomeExpense	222142	usd
	us-gaap	Nonoperating Income Expense NonoperatingIncomeExpense	257317	usd
	us-gaap	Nonoperating Income Expense NonoperatingIncomeExpense	421428	usd
CY2024Q2	us-gaap	Income Loss From Continuing Operations Before Income Taxes Extraordinary Items Noncontrolling Interest IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest	-323520	usd
CY2023Q2	us-gaap	Income Loss From Continuing Operations Before Income Taxes Extraordinary Items Noncontrolling Interest IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest	-487694	usd
	us-gaap	Income Loss From Continuing Operations Before Income Taxes Extraordinary Items Noncontrolling Interest IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest	-639713	usd
	us-gaap	Income Loss From Continuing Operations Before Income Taxes Extraordinary Items Noncontrolling Interest IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest	-478579	usd
CY2024Q2	us-gaap	Income Tax Expense Benefit IncomeTaxExpenseBenefit	26710	usd
CY2023Q2	us-gaap	Income Tax Expense Benefit IncomeTaxExpenseBenefit	47220	usd
	us-gaap	Income Tax Expense Benefit IncomeTaxExpenseBenefit	53652	usd
	us-gaap	Income Tax Expense Benefit IncomeTaxExpenseBenefit	88799	usd
CY2024Q2	us-gaap	Net Income Loss NetIncomeLoss	-350230	usd
CY2023Q2	us-gaap	Net Income Loss NetIncomeLoss	-534914	usd
	us-gaap	Net Income Loss NetIncomeLoss	-693365	usd
	us-gaap	Net Income Loss NetIncomeLoss	-567378	usd
CY2023Q4	us-gaap	Stockholders Equity StockholdersEquity	-9575033	usd
CY2024Q1	us-gaap	Temporary Equity Accretion To Redemption Value TemporaryEquityAccretionToRedemptionValue	260857	usd
CY2024Q1	us-gaap	Temporary Equity Accretion To Redemption Value Adjustment TemporaryEquityAccretionToRedemptionValueAdjustment	-23741	usd
CY2024Q1	us-gaap	Net Income Loss NetIncomeLoss	-343135	usd
CY2024Q1	us-gaap	Stockholders Equity StockholdersEquity	-10202766	usd
CY2024Q2	us-gaap	Temporary Equity Accretion To Redemption Value TemporaryEquityAccretionToRedemptionValue	259385	usd
CY2024Q2	us-gaap	Net Income Loss NetIncomeLoss	-350230	usd
CY2024Q2	us-gaap	Stockholders Equity StockholdersEquity	-10812381	usd
CY2022Q4	us-gaap	Stockholders Equity StockholdersEquity	-7730190	usd
CY2023Q1	us-gaap	Temporary Equity Accretion To Redemption Value TemporaryEquityAccretionToRedemptionValue	120011	usd
CY2023Q1	us-gaap	Net Income Loss NetIncomeLoss	-32464	usd
CY2023Q1	us-gaap	Stockholders Equity StockholdersEquity	-7882665	usd
CY2023Q2	us-gaap	Temporary Equity Accretion To Redemption Value TemporaryEquityAccretionToRedemptionValue	179029	usd
CY2023Q2	us-gaap	Net Income Loss NetIncomeLoss	-534914	usd
CY2023Q2	us-gaap	Stockholders Equity StockholdersEquity	-8596608	usd
	us-gaap	Net Income Loss NetIncomeLoss	-693365	usd
	us-gaap	Net Income Loss NetIncomeLoss	-567378	usd
	us-gaap	Investment Income Dividend InvestmentIncomeDividend	266131	usd
	us-gaap	Investment Income Dividend InvestmentIncomeDividend	421354	usd
	cloe	Amortization Of Prepaid Expenses AmortizationOfPrepaidExpenses	55162	usd
	us-gaap	Increase Decrease In Accrued Liabilities IncreaseDecreaseInAccruedLiabilities	264091	usd
	us-gaap	Increase Decrease In Accrued Liabilities IncreaseDecreaseInAccruedLiabilities	324549	usd
	us-gaap	Increase Decrease In Prepaid Expense IncreaseDecreaseInPrepaidExpense	-54187	usd
	us-gaap	Increase Decrease In Due To Related Parties Current IncreaseDecreaseInDueToRelatedPartiesCurrent	20000	usd
	us-gaap	Increase Decrease In Accrued Income Taxes Payable IncreaseDecreaseInAccruedIncomeTaxesPayable	53652	usd
	us-gaap	Increase Decrease In Accrued Income Taxes Payable IncreaseDecreaseInAccruedIncomeTaxesPayable	88799	usd
	us-gaap	Net Cash Provided By Used In Operating Activities NetCashProvidedByUsedInOperatingActivities	-567566	usd
	us-gaap	Net Cash Provided By Used In Operating Activities NetCashProvidedByUsedInOperatingActivities	-520222	usd
	cloe	Payments For Investment Of Cash In Trust Account PaymentsForInvestmentOfCashInTrustAccount	360000	usd
	us-gaap	Proceeds From Sale Of Other Assets Investing Activities ProceedsFromSaleOfOtherAssetsInvestingActivities	2374149	usd
	us-gaap	Net Cash Provided By Used In Investing Activities NetCashProvidedByUsedInInvestingActivities	2014149	usd
	us-gaap	Payments For Repurchase Of Common Stock PaymentsForRepurchaseOfCommonStock	2374149	usd
	us-gaap	Proceeds From Related Party Debt ProceedsFromRelatedPartyDebt	815750	usd
	us-gaap	Proceeds From Related Party Debt ProceedsFromRelatedPartyDebt	300000	usd
	us-gaap	Net Cash Provided By Used In Financing Activities NetCashProvidedByUsedInFinancingActivities	-1558399	usd
	us-gaap	Net Cash Provided By Used In Financing Activities NetCashProvidedByUsedInFinancingActivities	300000	usd
	us-gaap	Cash Cash Equivalents Restricted Cash And Restricted Cash Equivalents Period Increase Decrease Excluding Exchange Rate Effect CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseExcludingExchangeRateEffect	-111816	usd
	us-gaap	Cash Cash Equivalents Restricted Cash And Restricted Cash Equivalents Period Increase Decrease Excluding Exchange Rate Effect CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseExcludingExchangeRateEffect	-220222	usd
CY2023Q4	us-gaap	Cash Cash Equivalents Restricted Cash And Restricted Cash Equivalents CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents	162933	usd
CY2022Q4	us-gaap	Cash Cash Equivalents Restricted Cash And Restricted Cash Equivalents CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents	303449	usd
CY2024Q2	us-gaap	Cash Cash Equivalents Restricted Cash And Restricted Cash Equivalents CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents	51117	usd
CY2023Q2	us-gaap	Cash Cash Equivalents Restricted Cash And Restricted Cash Equivalents CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents	83227	usd
	us-gaap	Right Of Use Asset Obtained In Exchange For Operating Lease Liability RightOfUseAssetObtainedInExchangeForOperatingLeaseLiability	23741	usd
	cloe	Class A Share Accretion To Redemption Value In Excess Of Purchase Price ClassAShareAccretionToRedemptionValueInExcessOfPurchasePrice	520242	usd
	cloe	Class A Share Accretion To Redemption Value In Excess Of Purchase Price ClassAShareAccretionToRedemptionValueInExcessOfPurchasePrice	299040	usd
	us-gaap	Nature Of Operations NatureOfOperations	<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><b>Note 1 — Organization, Business Operation and Going Concern</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Clover Leaf Capital Corp. (the “Company,” “our,” “we,” or “us”) a blank check company incorporated in the State of Delaware for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (“Business Combination”). The Company may pursue the initial Business Combination target in any industry or geographic location. The Company originally intended to focus its search for a target business engaged in the cannabis industry.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">As of June 30, 2024, the Company had not commenced any operations. All activity for the period from February 25, 2021 (inception) through June 30, 2024 relates to the Company’s formation, the initial public offering that the Company consummated on July 22, 2021 (the “Initial Public Offering” or “IPO”) and the Company’s efforts to pursue an initial Business Combination described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the IPO.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Company’s sponsor is Yntegra Capital Investments, LLC, a Delaware limited liability company (the “Sponsor”).</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Registration Statement on Form S-1 initially filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 4, 2021, as amended for the Company’s IPO (the “IPO Registration Statement”) was declared effective on July 19, 2021. On July 22, 2021, the Company consummated its IPO of 13,831,230 units (the “Units” and, with respect to the Company’s Class A common stock, par value $0.0001 (“Class A Common Stock”) included in the Units being offered, the “Public Shares”) at $10.00 per Unit, which is discussed in Note 3 (“The Initial Public Offering”), and the sale of 675,593 Units which is discussed in Note 4 (“The Private Placement”), at a price of $10.00 per private placement unit (“Private Placement Units”), in a private placement (the “Private Placement”) to the Sponsor and Maxim Group LLC, the representative of the underwriters (the “Representative”), that closed simultaneously with the IPO. On July 22, 2021, the underwriters partially exercised their over-allotment option and purchased 1,331,230 of their full 1,875,000 Units available and subsequently forfeited the remainder of their option as of July 28, 2021. The Company’s executive officers and directors (“Management” or “Management Team”) has broad discretion with respect to the specific application of the net proceeds of the IPO and sale of the Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating an initial Business Combination.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Transaction costs amounted to $9,562,126 consisting of $2,766,246 of underwriting commissions, $4,840,931 of deferred underwriting commissions, $1,383,123 of the fair value of the 138,312 Class A Common Stock issued to the Representative and/or its designees upon the consummation of the IPO (“Representative Shares”), and $571,826 of other cash offering costs.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Company’s initial Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the net balance in the Trust Account (as defined below) (excluding the amount of deferred underwriting discounts held and taxes payable on the income earned on the Trust Account) at the time of the signing an agreement to enter into an initial Business Combination. However, the Company will only complete an initial Business Combination if the post-initial Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect an initial Business Combination.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Following the closing of the IPO on July 22, 2021, $140,386,985 ($10.15 per Unit) from the net proceeds sold in the IPO, including the proceeds of the sale of the Private Placement Units, will be held in a U.S.-based trust account (“Trust Account”), with Continental Stock Transfer & Trust Company (“Continental”) acting as trustee, and until July 6, 2023 were invested only in U.S. government securities with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. Department of the Treasury (“Treasury”) obligations. Except with respect to interest earned on the funds held in the Trust Account that may be released to pay the Company’s franchise and income taxes, if any, the funds held in the Trust Account will not be released from the Trust Account until the earliest to occur of: (1) the completion of an initial Business Combination; (2) the redemption of any Public Shares properly submitted in connection with a stockholder vote to amend the Company’s Amended and Restated Certificate of Incorporation, as amended and currently in effect (the “Amended and Restated Charter”) (A) to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete an initial Business Combination within the applicable period or (B) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity; and (3) the redemption of the Public Shares if the Company has not completed an initial Business Combination within the applicable period, subject to applicable law.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Company will provide its holders of Public Shares, including its Sponsor and any other holders of Founder Shares (as defined below) (see Note 5) (or their permitted transferees prior to our IPO (the “Initial Stockholders”) and Management Team to the extent our Initial Stockholders and/or the members of our Management Team purchase Public Shares (the “Public Stockholders”), with the opportunity to redeem all or a portion of their Public Shares upon the completion of the initial Business Combination either (1) in connection with a stockholder meeting called to approve the initial Business Combination or (2) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a proposed initial Business Combination or conduct a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require it to seek stockholder approval under applicable law or stock exchange listing requirement. The Company will provide its public stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of the initial Business Combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay franchise and income taxes, divided by the number of then issued and outstanding Public Shares, subject to the limitations described herein.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The shares of Class A Common Stock and Class B common stock, par value $0.0001 per share (the “Class B Common Stock,” and together with the Class A Common Stock, the “Common Stock”) subject to redemption will be recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” The Company will proceed with an initial Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of an initial Business Combination and, if the Company seeks stockholder approval, a majority of the issued and outstanding shares voted are voted in favor of the initial Business Combination.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 29.15pt"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Company will have only until October 22, 2024 to complete the initial Business Combination (the “Combination Period”). Pursuant to the terms of the Company’s Amended and Restated Charter and the Investment Management Trust Agreement, dated July 19, 2021 entered into between the Company and Continental, as trustee of the Trust Account (the “Trust Agreement”), in order to extend the time available for the Company to consummate its initial Business Combination, the Sponsor or its affiliates or designees, upon five days’ advance notice prior to the applicable deadline, must have deposited into the Trust Account $1,383,123 ($0.10 per share on or prior to the date of the applicable deadline) for each additional three-month period. Any such payments would be made in the form of a loan. Any such loans will be non-interest bearing and payable upon the consummation of an initial Business Combination. If the Company completes an initial Business Combination, it will, at the option of the Sponsor, repay such loaned amounts out of the proceeds of the Trust Account released to the Company or convert a portion or all of the total loan amount into Units at a price of $10.00 per Unit.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i>Extensions of the Combination Period</i></b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Company originally had up to 12 months from the closing of its Initial Public Offering, or until July 22, 2022, to consummate an initial Business Combination. However, as requested by the Sponsor and as permitted under the Company’s Amended and Restated Charter, on July 19, 2022, the Company extended the Combination Period from July 22, 2022 to October 22, 2022 (the “July 2022 Extension”). On July 18, 2022, the Company issued a promissory note (the “July 2022 Extension Note”) in the principal amount of $1,383,123 to the Sponsor in connection with the July 2022 Extension. The July 2022 Extension was the first of three three-month extensions permitted under the Company’s Amended and Restated Charter.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">On October 19, 2022, the Company held a special meeting of stockholders (the “2022 Special Meeting”). At the 2022 Special Meeting, the Company’s stockholders approved an amendment to the Company’s Amended and Restated Charter to extend the date by which the Company must consummate its initial Business Combination from October 22, 2022 to July 22, 2023, or such earlier date as determined by the Company’s board of directors (the “Board”) (the “October 2022 Extension”). In connection with the 2022 Special Meeting, stockholders holding 12,204,072 shares of the Company’s Class A Common Stock issued in the Company’s IPO exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s Trust Account. As a result, approximately $125,587,180.34 (approximately $10.29 per share) was removed from the Company’s Trust Account to pay such holders. On October 19, 2022, the Company issued a promissory note (the “October 2022 Extension Note”) in the principal amount of $1,383,123 to the Sponsor in connection with the October 2022 Extension.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">On July 19, 2023, the Company held a special meeting of stockholders (the “2023 Special Meeting”). At the 2023 Special Meeting, the Company’s stockholders approved an amendment (the “2023 Extension Amendment”) to the Company’s Amended and Restated Charter to extend the date by which the Company must consummate its initial Business Combination from July 22, 2023 to January 22, 2024, or such earlier date as determined by the Company’s Board (the “2023 Extension”). On July 20, 2023, the Company filed the 2023 Extension Amendment with the Secretary of State of the State of Delaware.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">In connection with the 2023 Special Meeting, stockholders holding 376,002 shares of the Company’s Class A Common Stock issued in the Company’s IPO exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s Trust Account. As a result, approximately $4,209,931.03 (approximately $11.20 per share after removal of interest to pay taxes) was removed from the Company’s Trust Account to pay such holders, resulting in approximately $14,008,650.13 remaining in the Trust Account. On July 22, 2023, the Company issued a promissory note (the “2023 Extension Note”) in the principal amount of $360,000 to the Sponsor in connection with the 2023 Extension. </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">In connection with the 2023 Extension, the Company caused up to $360,000 to be deposited into the Trust Account in installments of $60,000 per month, which equates to approximately $0.048 per remaining Public Share, for each calendar month or portion thereof (commencing on July 22, 2024 and on the 22nd of each subsequent month until January 22, 2024), that the Company needs to complete an initial Business Combination, and such amount was 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. As of June 30, 2024, an aggregate of $360,000 had been deposited into the Trust Account.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">On January 17, 2024, the Company held a special meeting of stockholders (the “January 2024 Special Meeting”). At the January 2024 Special Meeting, the Company’s stockholders approved an amendment (the “January 2024 Extension Amendment”) to the Amended and Restated Charter to extend the date by which the Company must consummate its initial Business Combination from January 22, 2024 to July 22, 2024, or such earlier date as determined by the Company’s Board (the “2024 Extension”).</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">In connection with the January 2024 Special Meeting, Public Stockholders holding 202,360 Public Shares exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account. As a result, $2,374,149 (approximately $11.73 per share) was removed from the Trust Account to pay such holders. </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Following the approval and implementation of the January 2024 Extension Amendment, on January 22, 2024, the Company issued a promissory note (the “January 2024 Extension Note”) in the aggregate principal amount of up to $360,000 the Sponsor, pursuant to which the Sponsor agreed to loan to the Company up to $360,000 to deposit into the Company’s Trust Account for each Public Share that was not redeemed in connection with the January 2024 Extension Amendment. The January 2024 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 Company has drawn $360,000 under the January 2024 Extension Note, which was outstanding as of June 30, 2024.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">On January 22, 2024, the Company deposited $60,000 into the Trust Account, and the Company will continue to deposit $60,000 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 July 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. As of June 30, 2024, $360,000 of the principal on the January 2024 Extension Note has been deposited into the Trust Account.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">On July 18, 2024, the Company held a special meeting of stockholders (the “July 2024 Special Meeting”). At the July 2024 Special Meeting, the Company’s stockholders approved an amendment (the “July 2024 Extension Amendment”) to the Amended and Restated Charter to extend the date by which the Company must consummate its initial Business Combination from July 22, 2024 to October 22, 2024, or such earlier date as determined by the Company’s Board (the “July 2024 Extension”).</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">In connection with the July 2024 Special Meeting, Public Stockholders holding 355,865 Public Shares exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account (together with the redemptions related to the 2022 Special Meeting, the 2023 Special Meeting, and the January 2024 Special Meeting and any future redemptions related to extension meetings, the “Redemptions”). As a result, $4,386,351 (approximately $12.33 per share) was removed from the Trust Account to pay such holders. </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Following the approval and implementation of the July 2024 Extension Amendment, on July 22, 2024, the Company issued a promissory note (the “July 2024 Extension Note”) in the aggregate principal amount of up to $124,728 to the Sponsor, pursuant to which the Sponsor agreed to loan to the Company up to $124,728 to deposit into the Company’s Trust Account for each Public Share that was not redeemed in connection with the July 2024 Extension Amendment. The July 2024 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.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">On July 19, 2024, the Company deposited $41,576 into the Trust Account, and the Company will continue to deposit $41,576 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. As of August 13, 2024, $41,576 of the principal on the July 2024 Extension Note has been deposited into the Trust Account.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i>Nasdaq Compliance—Minimum Public Holders and Annual Meeting Requirements </i></b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">On March 7, 2024, the Company received a determination from the Listing Qualifications Department (the “Staff”) of the Nasdaq Stock Market LLC (“Nasdaq”) on August 31, 2023, indicating that the Company did not comply with the requirement to maintain a minimum 300 public holders as required by Nasdaq Listing Rule 5550(a)(3) (the “Minimum Public Holders Requirement”). On January 23, 2024, the Company received an additional deficiency notice from the Staff that the Company did not comply with Nasdaq Listing Rule 5620(a), which requires that Nasdaq-listed companies hold an annual meeting of stockholders within twelve months of their fiscal year end (the “Annual Meeting Requirement”) because the Company did not hold an annual meeting of stockholders within twelve months of its fiscal year ended December 31, 2022. On March 1, 2024, the Company received a delisting determination from the Staff with respect to the Minimum Public Holders Requirement and the Annual Meeting Requirement. On March 8, 2024, the Company requested a hearing to appeal the determination, and the hearing was held on May 7, 2024. On June 5, 2024, the Nasdaq Hearings Panel (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 (as defined below) and demonstrate compliance with all initial listing criteria. As a result of the Panel’s decision, the Company expects that its securities will continue to trade on The Nasdaq Capital Market so long as the Kustom Entertainment Business Combination (as defined below) is consummated on or prior to August 28, 2024.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b> </b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i>Indemnification Agreement with Kustom Entertainment and Digital Ally</i></b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><i> </i></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">On February 1, 2024, the Company entered into indemnification agreement (the “Indemnification Agreement”) with Kustom Entertainment, Inc., a Nevada corporation (“Kustom Entertainment”) and Digital Ally, Inc., a Nevada corporation and the sole stockholder of Kustom Entertainment, pursuant to which, Kustom Entertainment and Digital Ally, Inc., a Nevada corporation (the “Kustom Entertainment Stockholder”) agreed to indemnify the Company and its officers and directors for liabilities incurred in connection with the Kustom Entertainment Stockholder disclosure incorporated by reference into the Registration Statement on Form S-4 the Company initially filed with the SEC on October 4, 2023, as amended (File No. 333-274851) (the “Kustom Entertainment Registration Statement”).</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Under the terms of the Indemnification Agreement, if the Company had not completed the initial Business Combination within the Combination Period, the Company would: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Board, liquidate and dissolve, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Sponsor, officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to waive: (i) their redemption rights with respect to any Founder Shares (as defined below) (see Note 5), the shares of the Company’s Class A Common Stock included within the Private Placement Units purchased by our Sponsor, Initial Stockholders, and the underwriters of the Initial Public Offering in the Private Placement (“Private Placement Shares”), and Public Shares held by them, as applicable, in connection with the completion of the initial Business Combination; (ii) their redemption rights with respect to any Founder Shares and Public Shares held by them in connection with a stockholder vote to amend the Company’s Amended and Restated Charter (a) to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete the initial Business Combination within the Combination Period or (b) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity; and (iii) their rights to liquidating distributions from the Trust Account with respect to any Founder Shares they hold if the Company fails to complete the initial Business Combination within the Combination Period (although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete the initial Business Combination within the prescribed time). </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Sponsor had agreed that it would be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.15 per Public Share or (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.15 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable), nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). The Company had not independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believes that the Sponsor’s only assets are securities of the Company and, therefore, the Sponsor may not be have been able to satisfy those obligations. The Company had not asked the Sponsor to reserve for such obligations.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">On May 9, 2024, the Company, Kustom Entertainment, and the Kustom Entertainment Stockholder entered into a termination agreement (the “Termination Agreement”), pursuant to which the parties terminated the Indemnification Agreement.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b>Franchise and Income Tax Withdrawals from Trust Account</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Since completion of its IPO on July 19, 2021, and through June 30, 2024, the Company withdrew $1,017,913 from the Trust Account to pay its liabilities related to federal, Florida state and Delaware franchise taxes. Through June 30, 2024, the Company remitted $777,312 to the respective tax authorities. Additionally, as of June 30, 2024, the Company had accrued but unpaid income tax liability of $188,080 and was in a credit position of $20,743 for Delaware franchise tax, which resulted in remaining excess of funds withdrawn from the Trust Account, but not remitted to the government authorities of $240,601. As of June 30, 2024, the Company had $51,117 in its operating account and inadvertently used $240,601 of the funds withdrawn from the Trust Account for payment of taxes for payment of other operating expenses not related to taxes. The Company continues to incur further tax liabilities and intends to cover such liabilities from the funds in its operating account and, if necessary, from the proceeds from the promissory note to Sponsor, without recurring to additional withdrawals from the Trust Account, until the excess of the funds withdrawn from the Trust Account over the amounts remitted to the government authorities is cured.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b> </b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b>Going Concern</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">As of June 30, 2024 and December 31, 2023, the Company had $51,117 and $162,933 in cash, respectively, and working capital deficit of $5,728,684 and $4,493,502 (net of Delaware franchise and income taxes), respectively.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Prior to the completion of the IPO, the Company’s liquidity needs had been satisfied through a payment from the Sponsor of $25,000 (see Note 5) for the Founder Shares to cover certain offering costs and the loan under an unsecured promissory note from the Sponsor of $300,000 (see Note 5).</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">On July 21, 2023, the Company issued a promissory note (the “2023 Working Capital Note”) in the principal amount of up to $300,000 to the Sponsor. The 2023 Working Capital Note was issued in connection with advances the Sponsor 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) completion of the initial Business Combination or (ii) the date the winding up of the Company is effective.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">At various dates in the fourth quarter of 2023, the Sponsor advanced to the Company $415,000 for the Company’s working capital needs. On January 22, 2024, the Company issued the January 2024 Working Capital Note in the principal amount of up to $1,000,000 to the Sponsor. The January 2024 Working Capital Note was issued in connection with advances the Sponsor 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) completion of the initial Business Combination or (ii) the date the winding up of the Company is effective. The funds advanced in the fourth quarter of 2023 were considered advanced under terms of this January 2024 Working Capital Note and were outstanding as of June 30, 2024.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">In addition, in order to finance transaction costs in connection with an Initial Business Combination, the Company’s Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans, as defined below (see Note 5). $1,170,750 and $715,000 were outstanding under Working Capital Loans as of June 30, 2024, and December 31, 2023, respectively.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Until the consummation of an initial Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating, and consummating the initial Business Combination. The Company will need to raise additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors, or third parties. The Company’s Sponsor, officers and directors may, but are not obligated to, loan the Company funds from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. In connection with the Company’s assessment of going concern considerations in accordance with FASB’s Accounting Standards Update (“ASU”) Topic 2014-15, “Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern.” The Company has until October 22, 2024 to consummate an initial Business Combination, unless otherwise extended. It is uncertain that the Company will be able to consummate an initial Business Combination by this time. If an initial Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. These unaudited condensed financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary, should the Company be unable to continue as a going concern, and also do not include any adjustments that might result should an initial Business Combination not occur.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b>Merger Agreement</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">On June 1, 2023, the Company entered into an Agreement and Plan of Merger (the “Kustom Entertainment Merger Agreement”) with CL Merger Sub, Inc., a Nevada corporation and a wholly-owned subsidiary of the Company (“Merger Sub”), the Sponsor, in the capacity as the representative from and after the Effective Time (as defined in the Kustom Entertainment Merger Agreement) for the stockholders of the Company (other than the Kustom Entertainment Stockholder as of immediately prior to the Effective Time and its successors and assignees) in accordance with the terms and conditions of the Kustom Entertainment Merger Agreement, Kustom Entertainment, which has a focus and mission to own and produce events, festivals, and entertainment alongside its evolving primary and secondary ticketing technologies, and the Kustom Entertainment Stockholder.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Pursuant to the Kustom Entertainment Merger Agreement, subject to the terms and conditions set forth therein upon the consummation of the transactions contemplated by the Kustom Entertainment Merger Agreement (the “Closing”), Merger Sub will merge with and into Kustom Entertainment (the “Merger,” and together with the other transactions and agreements contemplated by the Kustom Entertainment Merger Agreement, the “Kustom Entertainment Business Combination”), with Kustom Entertainment continuing as the surviving corporation in the Merger and a wholly-owned subsidiary of the Company. In the Merger, all of the issued and outstanding capital stock of Kustom Entertainment immediately prior to the Effective Time shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, in exchange for the right for the Kustom Entertainment Stockholder to receive the Merger Consideration (as defined below). Upon consummation of the Kustom Entertainment Business Combination, the Company will change its name to “Kustom Entertainment, Inc.”</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The aggregate merger consideration to be paid pursuant to the Kustom Entertainment Merger Agreement to the Kustom Entertainment Stockholder as of immediately prior to the Effective Time will be an amount equal to (the “Merger Consideration”) (i) $125 million, minus (ii) the estimated consolidated indebtedness of Kustom Entertainment as of the Closing (“Closing Indebtedness”). The Merger Consideration to be paid to the Kustom Entertainment Stockholder will be paid solely by the delivery of new shares of the Company’s Class A Common Stock, each valued at $11.14 per share. The Closing Indebtedness (and the resulting Merger Consideration) is based solely on estimates determined shortly prior to the Closing and is not subject to any post-Closing true-up or adjustment.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">On June 24, 2024, the parties to the Kustom Entertainment Merger Agreement entered into the First Amendment to Merger Agreement (the “First Amendment”), pursuant to which the Outside Date (as defined in the Merger Agreement) was extended from July 22, 2024 to August 30, 2024.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b>Second Amendment to Lock-Up Agreement</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b> </b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Simultaneously with the execution and delivery of the Kustom Entertainment Merger Agreement, the Company, the Kustom Entertainment Stockholder, and the Sponsor entered into a Lock-Up Agreement (the “Lock-Up Agreement”), pursuant to which the Kustom Entertainment Stockholder agreed to certain transfer restrictions, with such restrictions applying to eighty-five percent (85%) of the shares of Class A Common Stock to be received by the Kustom Entertainment Stockholder as merger consideration in connection with the Business Combination (“Merger Consideration”). On June 24, 2024, the parties to the Lock-Up Agreement entered into the Second Amendment to Lock-Up Agreement (the “Second Lock-Up Amendment”), pursuant to which the amount of securities subject to the Lock-Up Agreement was reduced from eighty-five percent (85%) to between seventy percent (70%) and eighty percent (80%) of Class A Common Stock received by the Kustom Entertainment Stockholder as Merger Consideration, with the specific amount of securities subject to the Lock-Up Agreement set at the maximum amount in the range that ensures the satisfaction of the relevant closing condition in the Kustom Entertainment Merger Agreement, as determined by the Kustom Entertainment Stockholder in its reasonable discretion, subject to the approval of the Company.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b>Risks and Uncertainties</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of these unaudited condensed financial statements. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><b> </b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i>Inflation Reduction Act of 2022</i></b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i> </i></b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax (the “Excise Tax”) on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The Excise Tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the Excise Tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the Excise Tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the Excise Tax. The Treasury has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the Excise Tax. In April 2024, the Treasury issued proposed regulations providing guidance with respect to the Excise Tax. Taxpayers may rely on these proposed regulations until final regulations are issued. Under the proposed regulations, liquidating distributions made by publicly traded domestic corporations are exempt from the Excise Tax. In addition, any redemptions that occur in the same taxable year as a liquidation is completed will also be exempt from such tax.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Any redemption or other repurchase that occurs after December 31, 2022, in connection with an initial Business Combination, a vote by the stockholders of the Company to extend the period of time to complete the initial Business Combination (“Extension Vote”) or otherwise, may be subject to the Excise Tax. Whether and to what extent the Company would be subject to the Excise Tax in connection with an initial Business Combination, Extension Vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the initial Business Combination, extension or otherwise, (ii) the structure of an initial Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with an initial Business Combination (or otherwise issued not in connection with an initial Business Combination but issued within the same taxable year of an initial Business Combination), and (iv) the content of regulations and other guidance from the Treasury. In addition, because the Excise Tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the Excise Tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete an initial Business Combination and in the Company’s ability to complete an initial Business Combination.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">As discussed above, on July 19, 2023, holders of 376,002 shares of Common Stock elected to redeem their shares in connection with the 2023 Extension Amendment. As a result, $4,209,931 was removed from the Company’s Trust Account to pay such holders. On January 22, 2024, holders of 202,360 shares of Common Stock elected to redeem their shares in connection with the January 2024 Extension Amendment. As a result, $2,374,149 was removed from the Company’s Trust Account to pay such holders.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Management has evaluated the requirements of the IR Act and the Company’s operations and has determined that $65,841 is required to be recorded as a liability, which remained outstanding on the Company’s balance sheet as of June 30, 2024.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">During the second quarter, the Internal Revenue Service issued final regulations with respect to the timing and payment of the Excise Tax. Pursuant to those regulations, the Company would need to file a return and remit payment for any liability incurred during the period from January 1, 2023 to December 31, 2023 on or before October 31, 2024.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"> </p> <p style="text-align: justify; font: 10pt Times New Roman, Times, Serif; margin: 0 0 8pt">The Company is currently evaluating its options with respect to payment of this obligation. If the Company is unable to pay its obligation in full, it will be subject to additional interest and penalties which are currently estimated at 10% interest per annum and a 5% underpayment penalty per month or portion of a month up to 25% of the total liability for any amount that is unpaid from November 1, 2024 until paid in full.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i>New SPAC Rules</i></b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">On January 24, 2024, the SEC adopted new rules and regulations for special purpose acquisition companies (“SPACs”), which will become effective on July 1, 2024 (the “2024 SPAC Rules”). The 2024 SPAC Rules require, among other matters, (i) additional disclosures relating to SPAC Business Combination transactions; (ii) additional disclosures relating to dilution and to conflicts of interest involving sponsors and their affiliates in both SPAC initial public offerings and Business Combination transactions; (iii) additional disclosures regarding projections included in SEC filings in connection with proposed Business Combination transactions; and (iv) the requirement that both the SPAC and its target company be co-registrants for Business Combination registration statements. In addition, the SEC’s adopting release provided guidance describing circumstances in which a SPAC could become subject to regulation under the Investment Company Act, including its duration, asset composition, business purpose, and the activities of the SPAC and its management team in furtherance of such goals. The 2024 SPAC Rules may materially affect the Company’s ability to negotiate and complete its initial Business Combination and may increase the costs and time related thereto.</p>
	cloe	Transaction Costs TransactionCosts	9562126	usd
	cloe	Sale Of Stock Underwriting Commissions SaleOfStockUnderwritingCommissions	2766246	usd
	cloe	Sale Of Stock Deferred Underwriting Commissions SaleOfStockDeferredUnderwritingCommissions	4840931	usd
	cloe	Deferred Offering Costs Noncurrent DeferredOfferingCostsNoncurrent	1383123	usd
	cloe	Other Cash Offering Costs OtherCashOfferingCosts	571826	usd
	cloe	Percentage Of Outstanding Voting Rights PercentageOfOutstandingVotingRights	0.50	pure
	cloe	Condition For Future Business Combination Threshold Net Tangible Assets ConditionForFutureBusinessCombinationThresholdNetTangibleAssets	5000001	usd
	us-gaap	Initial Offering Period InitialOfferingPeriod	12 months
CY2022Q3	us-gaap	Debt Instrument Face Amount DebtInstrumentFaceAmount	1383123	usd
CY2022Q4	us-gaap	Common Stock Held In Trust CommonStockHeldInTrust	125587180.34	usd
CY2022Q4	us-gaap	Debt Instrument Face Amount DebtInstrumentFaceAmount	1383123	usd
	us-gaap	Stock Issued During Period Value New Issues StockIssuedDuringPeriodValueNewIssues	4209931.03	usd
CY2024Q2	us-gaap	Derivative Notional Amount DerivativeNotionalAmount	360000	usd
	cloe	Installments Payments InstallmentsPayments	60000	usd
CY2024Q2	us-gaap	Sale Of Stock Price Per Share SaleOfStockPricePerShare	0.048
CY2024Q2	us-gaap	Deposits Deposits	360000	usd
CY2024Q1	us-gaap	Debt Instrument Face Amount DebtInstrumentFaceAmount	360000	usd
CY2024Q1	us-gaap	Deposits Deposits	360000	usd
	us-gaap	Line Of Credit Facility Average Outstanding Amount LineOfCreditFacilityAverageOutstandingAmount	360000	usd
CY2024Q1	us-gaap	Common Stock Held In Trust CommonStockHeldInTrust	60000	usd
CY2024Q1	us-gaap	Deposits Deposits	360000	usd
CY2024Q3	us-gaap	Stock Issued During Period Shares Stock Options Exercised StockIssuedDuringPeriodSharesStockOptionsExercised	4386351	shares
CY2024Q3	us-gaap	Share Based Compensation Arrangements By Share Based Payment Award Options Exercises In Period Weighted Average Exercise Price ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsExercisesInPeriodWeightedAverageExercisePrice	12.33
CY2024Q3	us-gaap	Deposits Deposits	124728	usd
CY2024Q3	us-gaap	Debt Instrument Face Amount DebtInstrumentFaceAmount	124728	usd
CY2024Q3	us-gaap	Deposits Deposits	41576	usd
	us-gaap	Sale Of Trust Assets To Pay Expenses SaleOfTrustAssetsToPayExpenses	100000	usd
	cloe	Percentage Obligation To Redeem Public Shares If Entity Does Not Complete Business Combination PercentageObligationToRedeemPublicSharesIfEntityDoesNotCompleteBusinessCombination	1	pure
	cloe	Trust Account Per Share TrustAccountPerShare	10.15
CY2024Q2	cloe	Payment To Trust Account PaymentToTrustAccount	1017913	usd
CY2024Q2	cloe	Remmitted Tax Authority RemmittedTaxAuthority	777312	usd
	us-gaap	Income Taxes Paid IncomeTaxesPaid	188080	usd
	us-gaap	Initial Franchise Fees InitialFranchiseFees	20743	usd
	cloe	Government Authorities GovernmentAuthorities	240601	usd
	us-gaap	Operating Expenses OperatingExpenses	51117	usd
	us-gaap	Trustee Fees TrusteeFees	240601	usd
CY2024Q2	us-gaap	Cash And Cash Equivalents At Carrying Value CashAndCashEquivalentsAtCarryingValue	51117	usd
CY2023Q4	us-gaap	Cash And Cash Equivalents At Carrying Value CashAndCashEquivalentsAtCarryingValue	162933	usd
	cloe	Working Capital Deficit WorkingCapitalDeficit	5728684	usd
CY2023	cloe	Working Capital Deficit WorkingCapitalDeficit	4493502	usd
CY2023Q3	us-gaap	Investment Owned Balance Principal Amount InvestmentOwnedBalancePrincipalAmount	300000	usd
CY2024Q1	us-gaap	Investment Owned Balance Principal Amount InvestmentOwnedBalancePrincipalAmount	1000000	usd
CY2024Q2	us-gaap	Principal Amount Outstanding Of Loans Held In Portfolio PrincipalAmountOutstandingOfLoansHeldInPortfolio	1170750	usd
CY2023Q4	us-gaap	Principal Amount Outstanding Of Loans Held In Portfolio PrincipalAmountOutstandingOfLoansHeldInPortfolio	715000	usd
	us-gaap	Asset Acquisition Consideration Transferred AssetAcquisitionConsiderationTransferred	125000000	usd
CY2024Q2	us-gaap	Share Price SharePrice	11.14
	cloe	Excise Tax Percentage ExciseTaxPercentage	0.01	pure
CY2023Q3	us-gaap	Proceeds From Sale Of Trust Assets To Pay Expenses ProceedsFromSaleOfTrustAssetsToPayExpenses	4209931	usd
CY2024Q1	us-gaap	Proceeds From Sale Of Trust Assets To Pay Expenses ProceedsFromSaleOfTrustAssetsToPayExpenses	2374149	usd
CY2024Q2	cloe	Excise Tax Payable Current ExciseTaxPayableCurrent	65841	usd
	cloe	Estimated Interest Per Annum EstimatedInterestPerAnnum	0.10	pure
	us-gaap	Use Of Estimates UseOfEstimates	<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><b><i>Use of Estimates</i></b></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The preparation of these unaudited condensed financial statements in conformity with GAAP requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.</p>
CY2024Q2	us-gaap	Cash And Cash Equivalents At Carrying Value CashAndCashEquivalentsAtCarryingValue	51117	usd
CY2023Q4	us-gaap	Cash And Cash Equivalents At Carrying Value CashAndCashEquivalentsAtCarryingValue	162933	usd
CY2024Q2	us-gaap	Assets Held In Trust Noncurrent AssetsHeldInTrustNoncurrent	12900905	usd
CY2023Q4	us-gaap	Assets Held In Trust Noncurrent AssetsHeldInTrustNoncurrent	14648926	usd
CY2024Q2	us-gaap	Assets Held In Trust Noncurrent AssetsHeldInTrustNoncurrent	12900905	usd
CY2024Q2	us-gaap	Debt Securities Available For Sale And Held To Maturity Fair Value DebtSecuritiesAvailableForSaleAndHeldToMaturityFairValue	12900905	usd
CY2024Q2	us-gaap	Assets Held In Trust Noncurrent AssetsHeldInTrustNoncurrent	12900905	usd
CY2024Q2	us-gaap	Debt Securities Available For Sale And Held To Maturity Fair Value DebtSecuritiesAvailableForSaleAndHeldToMaturityFairValue	12900905	usd
CY2023Q4	us-gaap	Assets Held In Trust Noncurrent AssetsHeldInTrustNoncurrent	14648926	usd
CY2023Q4	us-gaap	Debt Securities Available For Sale And Held To Maturity Fair Value DebtSecuritiesAvailableForSaleAndHeldToMaturityFairValue	14648926	usd
CY2023Q4	us-gaap	Assets Held In Trust Noncurrent AssetsHeldInTrustNoncurrent	14648926	usd
CY2023Q4	us-gaap	Debt Securities Available For Sale And Held To Maturity Fair Value DebtSecuritiesAvailableForSaleAndHeldToMaturityFairValue	14648926	usd
	us-gaap	Concentration Risk Credit Risk ConcentrationRiskCreditRisk	<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i>Concentration of Credit Risk</i></b></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts, and Management believes the Company is not exposed to significant risks on such accounts.</p>
CY2024Q2	us-gaap	Cash Fdic Insured Amount CashFDICInsuredAmount	250000	usd
	cloe	Offering Cost OfferingCost	9562126	usd
	us-gaap	Derivatives Methods Of Accounting Nonhedging Derivatives DerivativesMethodsOfAccountingNonhedgingDerivatives	<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i>Derivative Financial Instruments</i></b></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with FASB ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statement of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.</p>
CY2024Q2	us-gaap	Effective Income Tax Rate Continuing Operations EffectiveIncomeTaxRateContinuingOperations	-0.0826	pure
CY2023Q2	us-gaap	Effective Income Tax Rate Continuing Operations EffectiveIncomeTaxRateContinuingOperations	0.0968	pure
	us-gaap	Effective Income Tax Rate Continuing Operations EffectiveIncomeTaxRateContinuingOperations	-0.0839	pure
	us-gaap	Effective Income Tax Rate Continuing Operations EffectiveIncomeTaxRateContinuingOperations	0.1855	pure
	us-gaap	Effective Income Tax Rate Reconciliation At Federal Statutory Income Tax Rate EffectiveIncomeTaxRateReconciliationAtFederalStatutoryIncomeTaxRate	0.21	pure
	us-gaap	Effective Income Tax Rate Reconciliation At Federal Statutory Income Tax Rate EffectiveIncomeTaxRateReconciliationAtFederalStatutoryIncomeTaxRate	0.21	pure
CY2023Q2	us-gaap	Effective Income Tax Rate Reconciliation At Federal Statutory Income Tax Rate EffectiveIncomeTaxRateReconciliationAtFederalStatutoryIncomeTaxRate	0.21	pure
CY2024Q2	us-gaap	Effective Income Tax Rate Reconciliation At Federal Statutory Income Tax Rate EffectiveIncomeTaxRateReconciliationAtFederalStatutoryIncomeTaxRate	0.21	pure
CY2021Q3	cloe	Number Of Shares Issued Per Unit NumberOfSharesIssuedPerUnit	1	shares
	us-gaap	Payments For Fees PaymentsForFees	4840931	usd
CY2021Q1	cloe	Outstanding Shares Percentage OutstandingSharesPercentage	0.20	pure
CY2021Q2	us-gaap	Sale Of Stock Percentage Of Ownership After Transaction SaleOfStockPercentageOfOwnershipAfterTransaction	1	pure
CY2021Q1	us-gaap	Proceeds From Loans ProceedsFromLoans	300000	usd
CY2022Q3	cloe	Unpaid Principal Amount UnpaidPrincipalAmount	1383123	usd
CY2024Q2	us-gaap	Common Stock Value Outstanding CommonStockValueOutstanding	1383892	usd
CY2023Q4	us-gaap	Common Stock Value Outstanding CommonStockValueOutstanding	1383892	usd
CY2022Q1	us-gaap	Debt Instrument Repaid Principal DebtInstrumentRepaidPrincipal	360000	usd
CY2022Q1	us-gaap	Deposits Deposits	360000	usd
CY2022Q1	us-gaap	Temporary Equity Liquidation Preference TemporaryEquityLiquidationPreference	360000	usd
CY2024Q1	us-gaap	Investment Owned Balance Principal Amount InvestmentOwnedBalancePrincipalAmount	1000000	usd
	cloe	Working Capital WorkingCapital	870750	usd
CY2024Q2	us-gaap	Administrative Fees Expense AdministrativeFeesExpense	30000	usd
	us-gaap	Administrative Fees Expense AdministrativeFeesExpense	60000	usd
CY2023Q2	us-gaap	Administrative Fees Expense AdministrativeFeesExpense	30000	usd
	us-gaap	Administrative Fees Expense AdministrativeFeesExpense	60000	usd
	cloe	Deferred Underwriting Discount DeferredUnderwritingDiscount	0.035	pure
	cloe	Underwriter Least Percentage UnderwriterLeastPercentage	0.75	pure
	us-gaap	Public Utilities Requested Return On Equity Percentage PublicUtilitiesRequestedReturnOnEquityPercentage	0.50	pure
CY2024Q2	us-gaap	Preferred Stock Shares Authorized PreferredStockSharesAuthorized	1000000	shares
CY2024Q2	us-gaap	Preferred Stock Par Or Stated Value Per Share PreferredStockParOrStatedValuePerShare	0.0001
	cloe	Transfer Assign Or Sell Any Shares Or Warrants After Completion Of Initial Business Combination Stock Price Trigger TransferAssignOrSellAnySharesOrWarrantsAfterCompletionOfInitialBusinessCombinationStockPriceTrigger	12
	us-gaap	Common Stock Conversion Basis CommonStockConversionBasis	20%
CY2024Q2	ecd	Non Rule10b51 Arr Adopted Flag NonRule10b51ArrAdoptedFlag	false
CY2024Q2	ecd	Rule10b51 Arr Adopted Flag Rule10b51ArrAdoptedFlag	false
CY2024Q2	ecd	Non Rule10b51 Arr Trmntd Flag NonRule10b51ArrTrmntdFlag	false
CY2024Q2	ecd	Rule10b51 Arr Trmntd Flag Rule10b51ArrTrmntdFlag	false
CY2023Q2	us-gaap	Investment Income Investment Expense InvestmentIncomeInvestmentExpense		usd
	us-gaap	Investment Income Investment Expense InvestmentIncomeInvestmentExpense		usd
	cloe	Amortization Of Prepaid Expenses AmortizationOfPrepaidExpenses		usd
	us-gaap	Increase Decrease In Prepaid Expense IncreaseDecreaseInPrepaidExpense		usd
	us-gaap	Increase Decrease In Due To Related Parties Current IncreaseDecreaseInDueToRelatedPartiesCurrent		usd
	cloe	Payments For Investment Of Cash In Trust Account PaymentsForInvestmentOfCashInTrustAccount		usd
	us-gaap	Proceeds From Sale Of Other Assets Investing Activities ProceedsFromSaleOfOtherAssetsInvestingActivities		usd
	us-gaap	Net Cash Provided By Used In Investing Activities NetCashProvidedByUsedInInvestingActivities		usd
	us-gaap	Payments For Repurchase Of Common Stock PaymentsForRepurchaseOfCommonStock		usd
CY2024Q2	us-gaap	Debt Securities Available For Sale And Held To Maturity Cumulative Unrecognized Gain DebtSecuritiesAvailableForSaleAndHeldToMaturityCumulativeUnrecognizedGain		usd
CY2024Q2	us-gaap	Debt Securities Available For Sale And Held To Maturity Cumulative Unrecognized Loss DebtSecuritiesAvailableForSaleAndHeldToMaturityCumulativeUnrecognizedLoss		usd
CY2024Q2	us-gaap	Debt Securities Available For Sale And Held To Maturity Cumulative Unrecognized Gain DebtSecuritiesAvailableForSaleAndHeldToMaturityCumulativeUnrecognizedGain		usd
CY2024Q2	us-gaap	Debt Securities Available For Sale And Held To Maturity Cumulative Unrecognized Loss DebtSecuritiesAvailableForSaleAndHeldToMaturityCumulativeUnrecognizedLoss		usd
CY2023Q4	us-gaap	Debt Securities Available For Sale And Held To Maturity Cumulative Unrecognized Gain DebtSecuritiesAvailableForSaleAndHeldToMaturityCumulativeUnrecognizedGain		usd
CY2023Q4	us-gaap	Debt Securities Available For Sale And Held To Maturity Cumulative Unrecognized Loss DebtSecuritiesAvailableForSaleAndHeldToMaturityCumulativeUnrecognizedLoss		usd
CY2023Q4	us-gaap	Debt Securities Available For Sale And Held To Maturity Cumulative Unrecognized Gain DebtSecuritiesAvailableForSaleAndHeldToMaturityCumulativeUnrecognizedGain		usd
CY2023Q4	us-gaap	Debt Securities Available For Sale And Held To Maturity Cumulative Unrecognized Loss DebtSecuritiesAvailableForSaleAndHeldToMaturityCumulativeUnrecognizedLoss		usd
CY2024Q2	us-gaap	Preferred Stock Shares Issued PreferredStockSharesIssued		shares
CY2024Q2	us-gaap	Preferred Stock Shares Outstanding PreferredStockSharesOutstanding		shares
CY2023Q4	us-gaap	Preferred Stock Shares Issued PreferredStockSharesIssued		shares
CY2023Q4	us-gaap	Preferred Stock Shares Outstanding PreferredStockSharesOutstanding		shares
	dei	Amendment Flag AmendmentFlag	false
	dei	Current Fiscal Year End Date CurrentFiscalYearEndDate	--12-31
	dei	Document Fiscal Period Focus DocumentFiscalPeriodFocus	Q2
	dei	Entity Central Index Key EntityCentralIndexKey	0001849058

Files In Submission

Name	View Source	Status
0001213900-24-069635-index-headers.html	Edgar Link	pending
0001213900-24-069635-index.html	Edgar Link	pending
0001213900-24-069635.txt	Edgar Link	pending
0001213900-24-069635-xbrl.zip	Edgar Link	pending
cloe-20240630.xsd	Edgar Link	pending
ea0210493-10q_clover.htm	Edgar Link	pending
ea021049301ex31-1_clover.htm	Edgar Link	pending
ea021049301ex31-2_clover.htm	Edgar Link	pending
ea021049301ex32-1_clover.htm	Edgar Link	pending
ea021049301ex32-2_clover.htm	Edgar Link	pending
Financial_Report.xlsx	Edgar Link	pending
MetaLinks.json	Edgar Link	pending
R1.htm	Edgar Link	pending
R10.htm	Edgar Link	pending
R11.htm	Edgar Link	pending
R12.htm	Edgar Link	pending
R13.htm	Edgar Link	pending
R14.htm	Edgar Link	pending
R15.htm	Edgar Link	pending
R16.htm	Edgar Link	pending
R17.htm	Edgar Link	pending
R18.htm	Edgar Link	pending
R19.htm	Edgar Link	pending
R2.htm	Edgar Link	pending
R20.htm	Edgar Link	pending
R21.htm	Edgar Link	pending
R22.htm	Edgar Link	pending
R23.htm	Edgar Link	pending
R24.htm	Edgar Link	pending
R25.htm	Edgar Link	pending
R26.htm	Edgar Link	pending
R27.htm	Edgar Link	pending
R28.htm	Edgar Link	pending
R29.htm	Edgar Link	pending
R3.htm	Edgar Link	pending
R30.htm	Edgar Link	pending
R31.htm	Edgar Link	pending
R4.htm	Edgar Link	pending
R5.htm	Edgar Link	pending
R6.htm	Edgar Link	pending
R7.htm	Edgar Link	pending
R8.htm	Edgar Link	pending
R9.htm	Edgar Link	pending
report.css	Edgar Link	pending
Show.js	Edgar Link	pending
cloe-20240630_def.xml	Edgar Link	unprocessable
cloe-20240630_pre.xml	Edgar Link	unprocessable
FilingSummary.xml	Edgar Link	unprocessable
ea0210493-10q_clover_htm.xml	Edgar Link	completed
cloe-20240630_cal.xml	Edgar Link	unprocessable
cloe-20240630_lab.xml	Edgar Link	unprocessable

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$CLOE
Clover Leaf Capital Corp. Stock $cloe

2024 Q2 Form 10-Q Financial Statement

#000121390024069635 Filed on August 15, 2024

Income Statement

Balance Sheet

Cashflow Statement

Facts In Submission

Files In Submission

$CLOE Clover Leaf Capital Corp. Stock $cloe

2024 Q2 Form 10-Q Financial Statement

#000121390024069635 Filed on August 15, 2024

Income Statement

Balance Sheet

Cashflow Statement

Facts In Submission

Files In Submission

$CLOE
Clover Leaf Capital Corp. Stock $cloe