Clover Leaf Capital Corp. (CLOE): History, Ownership, Mission, How It Works & Makes Money

How does a Special Purpose Acquisition Company (SPAC) navigate the high-stakes world of mergers when the clock is ticking? Clover Leaf Capital Corp. (CLOE) offers a clear lesson, as its journey highlights the volatility inherent in blank-check firms, with its market capitalization standing at approximately $61.91 million as of late 2025, a steep decline from its IPO valuation. You need to understand that this company, which initially targeted the cannabis industry, operates without traditional revenue, relying instead on its capital to find a deal, a model that has led to its stock trading around $12.47 USD per share on the OTC Markets following a proposed liquidation. This deep dive will map out CLOE's history, the structure of its ownership by entities like its sponsor, Yntegra Capital Investments, LLC, and the precise financial mechanics that determine whether it creates value or returns capital.

Clover Leaf Capital Corp. (CLOE) History

You need a clear picture of Clover Leaf Capital Corp.'s (CLOE) history, especially as a Special Purpose Acquisition Company (SPAC) that has navigated a challenging market and is now facing a critical juncture in late 2024/early 2025. The direct takeaway is that CLOE was formed to target the cannabis industry, but after a successful $138.3 million IPO, it struggled to complete a definitive business combination, leading to a recent announcement of its intention to liquidate.

Clover Leaf Capital Corp.'s Founding Timeline

Year established

The company was incorporated in 2021, a peak year for SPAC formation, with its initial public offering (IPO) closing in July of that year.

Original location

Clover Leaf Capital Corp. is headquartered in Miami, Florida, with its principal executive offices located there.

Founding team members

The company's leadership was structured around experienced capital markets professionals, with the sponsor being controlled by Yntegra Capital Management LLC. The key founding team members include:

• Felipe MacLean: Founder and Chief Executive Officer (CEO).
• Romeo Gajda: Chairman and Chief Executive Officer (CEO) (as per an earlier record).
• Robert Hulla: Chief Financial Officer (CFO).

Initial capital/funding

CLOE successfully closed its IPO on July 22, 2021, raising gross proceeds of approximately $138.3 million. This capital came from the issuance of 13,831,230 units at a price of $10.00 per unit, including the partial exercise of the underwriters' over-allotment option.

Here's the quick math: $10.00 per unit multiplied by 13,831,230 units equals $138,312,300 in gross proceeds. This capital was placed in a trust account to fund the eventual business combination. As of late 2024, the company's market capitalization stood at approximately $54.61 million, reflecting the market's read on its remaining trust value and the high redemption rate.

Clover Leaf Capital Corp.'s Evolution Milestones

Clover Leaf Capital Corp.'s Transformative Moments

The company's trajectory was defined less by a single success and more by a series of near-misses and strategic shifts, which is defintely a common risk in the SPAC world. The most transformative moments were the decisions that either widened or narrowed its focus and, ultimately, the failure to execute a deal before the clock ran out.

• The Cannabis Pivot: While initially focused on the legalized cannabis industry, the proposed merger with Israeli cybersecurity firm WalkMe in 2022 showed a willingness to abandon the original charter for a high-growth technology target.
• The High Redemption Rate: By October 2024, after multiple deadline extensions and merger attempts, only 692,684 public shares remained outstanding. This high redemption rate-where shareholders take their money back-significantly reduced the cash available for any potential merger, drastically lowering the company's negotiating power and market capitalization.
• The Liquidation Decision: The November 2024 announcement of the termination of the Kustom Entertainment merger and the intention to liquidate is the final, most transformative moment. It signals the end of CLOE as an acquisition vehicle and the return of the remaining trust funds to the few non-redeeming shareholders. The company's current financial reality, with $0 million in Revenue and Net Income for the last 12 months as a 'deadpooled' entity, reflects this outcome.

To understand the initial strategic intent that drove these decisions, you can review the Mission Statement, Vision, & Core Values of Clover Leaf Capital Corp. (CLOE).

Clover Leaf Capital Corp. (CLOE) Ownership Structure

The ownership structure of Clover Leaf Capital Corp. is uniquely defined by its status as a Special Purpose Acquisition Company (SPAC) currently in liquidation, which means the focus has shifted from growth equity to asset redemption.

Given Company's Current Status

As of November 2025, Clover Leaf Capital Corp. (CLOE) is a publicly traded entity on the OTC market (OTC: CLOE) but is actively engaged in a wind-down process. The Board of Directors announced its intention to liquidate the company on November 8, 2024, following the mutual termination of its proposed merger agreement with Kustom Entertainment, Inc.. The company is now focused on redeeming all outstanding shares of Class A common stock from its initial public offering (IPO). This liquidation means the company's market capitalization of approximately $61.91 million, as reported on January 16, 2025, is primarily a reflection of its trust account value, not an operating business.

This is a critical distinction: the value is now a return of capital, not a valuation of future earnings. For a deeper look at the financials leading up to this point, you can review Breaking Down Clover Leaf Capital Corp. (CLOE) Financial Health: Key Insights for Investors.

Given Company's Ownership Breakdown

The company's ownership is structured between the initial investors in the public float (Class A stock) and the original sponsor (Class B founder shares). In a liquidation scenario for a SPAC, the Class A shareholders are entitled to the proceeds from the trust account, while the Class B shares held by the sponsor typically become worthless, which is a defintely tough outcome for the founders.

The key takeaway here is that institutional investors hold the vast majority of the redeemable Class A shares, controlling the outcome of the liquidation vote and receiving the bulk of the remaining $61.91 million market value.

Given Company's Leadership

The leadership team, controlled by the sponsor Yntegra Capital Investments, LLC, is currently steering the company through the formal liquidation process, managing the final distribution of the trust assets to Class A shareholders.

• Felipe MacLean, President and Chief Executive Officer: MacLean, who is also the Founder and CEO of Yntegra Group, is responsible for the overall wind-down strategy and regulatory compliance with the SEC during the liquidation.
• Markus Puusepp, Chief Operating Officer: Puusepp has been Clover Leaf Capital Corp.'s COO and Secretary since July 2022 and is managing the operational aspects of the company's dissolution.
• Marcos Angelini, Board of Directors: As President of Red Bull Latin America, Angelini provides executive oversight to the board during this final phase, ensuring fiduciary duties are met for the shareholders.

The management's primary action now is to execute the redemption of the 4.96 million outstanding shares of Class A common stock at the net asset value per share from the trust account.

Clover Leaf Capital Corp. (CLOE) Mission and Values

Clover Leaf Capital Corp. (CLOE), as a Special Purpose Acquisition Company (SPAC), has a singular, time-bound mission: to find and merge with a high-growth operating business, primarily in the legalized cannabis industry, to deliver an attractive risk-adjusted return for its shareholders. The company's core values are therefore less about corporate culture and more about the rigorous, data-driven criteria used to select a target company.

Given Company's Core Purpose

The primary purpose of Clover Leaf Capital Corp. is to execute a 'business combination'-a merger, acquisition, or similar transaction-with a private operating company, effectively taking it public. This structure means their purpose is transactional and focused on unlocking private market value for public investors. This is a critical distinction, especially since the company announced its intention to liquidate in late 2024 after terminating a merger agreement, which is the ultimate risk in the SPAC model.

Official mission statement

The formal mission, derived from its organizing documents, is to effect a business combination with one or more operating businesses. The search is specifically focused on the legalized cannabis industry, seeking companies that are fully compliant with all applicable laws in their operating jurisdictions. This focus is a strategic choice, aiming to capitalize on the public-versus-private valuation disparity that still exists in the cannabis sector due to federal regulatory hurdles.

• Execute a merger, stock exchange, or asset acquisition.
• Target a business in the legalized cannabis industry.
• Unlock value for shareholders via a public listing.

Vision statement

Clover Leaf Capital Corp.'s vision is realized through the selection criteria for its merger target. They look for specific attributes that promise future growth and stability, essentially projecting a vision of the combined entity. This is where their strategic DNA is most evident; it's a realist's approach to a volatile sector.

• Identify candidates with strong revenue growth stories and proven brands.
• Select companies that can deploy new capital efficiently and benefit from a public profile.
• Acquire businesses that offer an attractive risk-adjusted return on investment for stockholders.
• Seek clear competitive advantages within the target market.

Here's the quick math: with a market capitalization of approximately $61.91 million and 4.96 million shares outstanding as of early 2025, the vision is tied directly to maximizing the return on the capital held in trust, especially given the liquidation context. You can dig deeper into the numbers by reading Breaking Down Clover Leaf Capital Corp. (CLOE) Financial Health: Key Insights for Investors.

Given Company slogan/tagline

As a blank check company, Clover Leaf Capital Corp. does not use a consumer-facing slogan or tagline; its corporate identity is functional and precise. The most accurate descriptor of its value proposition is its stated purpose.

• A special purpose acquisition company formed to effect a Business Combination in the Cannabis Industry.

To be fair, the lack of a catchy tagline is defintely a feature, not a bug, for a SPAC. Their entire focus is on the transaction, not brand marketing.

Clover Leaf Capital Corp. (CLOE) How It Works

As of November 2025, Clover Leaf Capital Corp. (CLOE) is a Special Purpose Acquisition Company (SPAC) in the process of liquidation and dissolution, following the termination of its initial business combination agreement.

The company's sole remaining function is the orderly winding down of its operations and the redemption of its public shares for cash, returning the capital held in its trust account to its Class A common stockholders, plus accrued interest.

Clover Leaf Capital Corp.'s Product/Service Portfolio

Because Clover Leaf Capital Corp. is a blank check company that failed to complete a merger and is now liquidating, it does not offer traditional commercial products or services. Its 'value delivery' is the financial process of returning capital to investors.

Clover Leaf Capital Corp.'s Operational Framework

The operational framework for Clover Leaf Capital Corp. in 2025 is focused entirely on the statutory requirements for its dissolution as a Delaware corporation. This is a capital preservation process, not a value-creation one. Here's the quick math: the company's market capitalization was approximately $61.91 million just prior to the liquidation announcement, representing the value of the shell plus the cash in trust.

The core process involves:

• Trust Account Release: Directing the trustee to liquidate the assets in the trust account, which were held in U.S. government securities or money market funds.
• Share Redemption: Paying out the pro-rata portion of the trust account to holders of the 4.96 million public shares outstanding.
• Expense Settlement: Settling all liabilities, including administrative and dissolution expenses, using funds held outside the trust.
• Entity Dissolution: Filing the necessary paperwork with the Securities and Exchange Commission (SEC) and the State of Delaware to formally dissolve the corporate entity.

Honestly, the biggest operational challenge is ensuring a clean, timely distribution to all public shareholders while minimizing the remaining liabilities. You can get a deeper look at the stakeholders involved in this process by Exploring Clover Leaf Capital Corp. (CLOE) Investor Profile: Who's Buying and Why?

Clover Leaf Capital Corp.'s Strategic Advantages

For a company in liquidation, the 'strategic advantage' is the integrity and transparency of its SPAC structure, which guarantees a return of capital, unlike a traditional operating company that fails. The termination of the Kustom Entertainment, Inc. merger on November 7, 2024, triggered this mandatory liquidation.

• Capital Protection: The primary advantage is the Trust Account mechanism, which ensures the return of the initial IPO capital plus accrued interest to public shareholders. This is defintely the core promise of a SPAC.
• Defined Exit: The liquidation provides a clear, time-bound exit for investors, removing the uncertainty of a prolonged search for a new acquisition target.
• Management Experience: The sponsor, Yntegra Capital Investments LLC, has experience navigating the complex SPAC lifecycle, even through a failed De-SPAC, which is valuable for the orderly winding down process.

The key takeaway is that the structure itself is the advantage, providing a floor on the return for public investors, even when the business goal-the merger-is not met.

Clover Leaf Capital Corp. (CLOE) How It Makes Money

Clover Leaf Capital Corp. (CLOE) is a Special Purpose Acquisition Company (SPAC), meaning it does not sell products or services. Its entire revenue model is based on non-operating interest income generated from the funds held in its trust account, which is a key mechanism of the blank-check structure.

The company's financial engine is not a commercial sales operation but a temporary holding structure designed to identify and complete a merger, specifically targeting a business in the legalized cannabis industry. So, it makes money by simply earning interest on the cash raised from its Initial Public Offering (IPO) until a business combination (de-SPAC) is completed.

Clover Leaf Capital Corp.'s Revenue Breakdown

As a non-operating entity, Clover Leaf Capital Corp. reports no commercial revenue. The total revenue line consists almost entirely of interest earned on the cash held in U.S. government securities within its trust account. This is the only consistent, predictable cash inflow for the entity as of the 2025 fiscal year.

Business Economics

The core economics of Clover Leaf Capital Corp. revolve around the spread between the interest earned on the trust assets and the administrative expenses required to maintain the public listing and search for a merger target. This is a very simple, low-margin financial equation.

• The Trust Account as an Asset: The majority of the IPO proceeds are held in a trust account, invested in short-term U.S. Treasury securities or money market funds. This investment generates the 100% revenue stream.
• The Cost of Search: The primary expense is the cost of identifying and evaluating potential merger targets, including legal, accounting, and due diligence fees, plus general administrative expenses.
• Sponsor Risk: The sponsor, Yntegra Capital Management LLC, typically covers a significant portion of these operating expenses in exchange for founder shares, which aligns their incentives with a successful merger. This arrangement is defintely a key economic driver.
• Pricing Strategy: There is no traditional pricing strategy. The 'price' to shareholders is the value of the common stock, which is fundamentally backed by the cash held in the trust, typically around $10.00 per share, plus the value of the warrants.

Here's the quick math: If the trust holds, say, $100 million and earns a 5% annual interest rate, the annual revenue is $5 million. If administrative and search costs exceed this, the company posts a net loss. You can dive deeper into the potential risks and rewards of this structure by Exploring Clover Leaf Capital Corp. (CLOE) Investor Profile: Who's Buying and Why?

Clover Leaf Capital Corp.'s Financial Performance

Evaluating a SPAC's financial performance before a merger requires looking at its burn rate (how fast it uses cash for expenses) and its ability to preserve the trust value. As of early 2025, the company's financial metrics reflect its non-operating status and the ongoing costs associated with the search for a target company.

• Negative Profitability: The Enterprise Value (EV) to Earnings ratio (EV/Earnings) stood at approximately -56.75 as of early 2025, which is typical for a SPAC that is incurring administrative and search costs but generating only modest interest income [cite: 1 in step 1].
• Asset Utilization: The Return on Assets (ROA) was reported at -6.21% in early 2025, a negative figure reflecting the net loss against the substantial, non-productive assets (the cash in the trust account) [cite: 1 in step 1].
• Liquidity and Debt: The company reported a small cash position outside the trust of approximately $51,117 and total debt of around $4.66 million as of early 2025, representing liabilities like accrued expenses and loans from the sponsor to cover operating costs [cite: 1 in step 1].
• Market Valuation: The market capitalization (Market Cap) was approximately $61.91 million, with an Enterprise Value (EV) of $66.51 million as of January 2025, demonstrating the market's valuation of the cash in the trust plus the potential value of the sponsor team and the merger opportunity [cite: 1 in step 1].

The key action item here is to monitor the upcoming SEC filings for a definitive merger agreement (Form 8-K) or a proxy statement (Form S-4 or DEF 14A), as the financial profile will change overnight once a target company's operating results are integrated.

Clover Leaf Capital Corp. (CLOE) Market Position & Future Outlook

Clover Leaf Capital Corp. (CLOE) is not an operating business in November 2025; its future outlook is defined by its intended liquidation following the termination of its last proposed business combination. The company expects to redeem all outstanding shares of Class A common stock, effectively returning capital to investors instead of pursuing a new strategic direction.

This means your investment decision shifts from evaluating growth potential to assessing the certainty and timing of the expected cash return. It's a capital preservation scenario, not a growth one. The last reported redemption price was around $12.33 per share, which sets the near-term floor for capital return.

Competitive Landscape

As a shell company in the process of liquidating, Clover Leaf Capital Corp. does not compete for market share in a traditional industry. Its competitive set is limited to other Special Purpose Acquisition Companies (SPACs) that failed to complete a merger and are also returning capital, or those still actively searching for a target. The company's effective 'market share' in the cannabis sector it once targeted is now 0%.

Here's the quick math on how the liquidation value compares to other shell companies that were peers in the SPAC market:

Opportunities & Challenges

The opportunities and risks for Clover Leaf Capital Corp. are entirely tied to the mechanics of its dissolution, not to operational success. The main opportunity is the return of the trust value, while the challenge is managing the costs of the exit process.

What this estimate hides is that the final net asset value (NAV) per share could be slightly lower than the initial redemption price due to non-trust assets and expenses like the company's net loss of -$1.17M (TTM) as of January 2025. You defintely need to watch the final SEC filings for the precise NAV calculation.

Industry Position

Clover Leaf Capital Corp. now occupies the position of a failed SPAC, an unfortunate but common outcome in the Special Purpose Acquisition Company (SPAC) industry. Its primary industry position is no longer as an aspiring cannabis-focused entity, but as a shell company executing an orderly wind-down.

The company's standing is now measured by the efficiency of its liquidation process and the final redemption value relative to the initial $10.00 IPO price. The fact that the stock was trading around $12.47 in January 2025, close to the expected redemption value, suggests the market already priced in the liquidation.

• Exit Strategy: The company's Board of Directors determined to liquidate, a clear signal that the time-to-merger deadline was insurmountable.
• Capital Return: The expected return of capital near $12.33 per share is the key financial metric for investors.
• Sector Impact: Its failure contributes to the broader narrative of SPAC market contraction and increased scrutiny on the shell company model.

For a deeper dive into the investor base that backed this SPAC, you should check out Exploring Clover Leaf Capital Corp. (CLOE) Investor Profile: Who's Buying and Why?