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Digital Ally, Inc. (NASDAQ:DGLY) ("Digital Ally") and Clover Leaf Capital Corp. (NASDAQ:CLOE) ("CLOE"), a publicly traded special purpose acquisition company (SPAC), and Kustom Entertainment, Inc. ("Kustom Entertainment"), a wholly-owned subsidiary of Digital Ally, today announced that CLOE and Kustom Entertainment have entered into an amendment to the Lock-Up Agreement ("Amended Lock-Up Agreement") in connection with the proposed business combination (the "Business Combination") between CLOE and Kustom Entertainment announced June 2, 2023.
The original Lock-Up Agreement ("Original Lock-Up Agreement") was made and entered into as of June 1, 2023 in connection with the proposed Business Combination, in which Digital Ally, would immediately distribute 15% of all securities received as merger consideration in the merger at the closing. Under the Amended Lock-Up Agreement entered into December 11, 2023, Digital Ally will now immediately distribute 20% of all securities received as merger consideration in the Business Combination at the closing, with 80% being subject to the 6-month lock-up period.
"We are excited to announce this recent Amendment that will provide our shareholders with an even greater immediate distribution at the closing of this merger. As we continue to work to create a new publicly traded company in the live entertainment industry, we continue to focus on our shareholders and providing them with the best value," said Stan Ross, current CEO of Digital Ally and future CEO of Kustom Entertainment. "Executing the Amended Lock-Up Agreement increases the immediate distribution to shareholders from 15% to 20% of all securities received as merger consideration at closing, which provides a greater immediate value for our shareholders. We continue to be excited about the completion of this transaction, and moved one step closer with the filing of our S-4/A last week with the SEC. We will continue to keep our shareholders informed throughout this process, and continue to strive towards maximizing their shareholder value."
This Amended Lock-Up Agreement follows the recent filing of the S-4/A Registration Statement Amendment with the U.S. Securities and Exchange Commission, indicating continued progress toward the previously announced merger with CLOE.
The combined company will be known as Kustom Entertainment and will operate under the same management team as Kustom Entertainment, which is currently led by Stanton E. Ross, the current CEO of Digital Ally. The transaction contemplates an equity value of $125 million for Kustom Entertainment. The combined company is expected to have an implied initial pro forma equity value of approximately $222.2 million, with the proposed business combination expected to provide approximately $14 million in gross proceeds from the cash held in trust by CLOE, assuming no redemptions. Additionally, Digital Ally will now distribute to its shareholders 20% of the shares obtained in Kustom Entertainment immediately following the closing of the merger and intends to distribute the balance of such shares following a six-month lock-up period.
Kustom Entertainment is comprised of TicketSmarter, Inc. ("TicketSmarter") and Kustom 440, Inc. ("Kustom 440"), both currently wholly owned subsidiaries. Both TicketSmarter and Kustom 440 will combine their management teams and focus on concerts, entertainment and garnering additional ticketing partnerships in 2023 and beyond. Kustom 440 and TicketSmarter will use their existing sponsorships and sports property partnerships to develop alternative entertainment options for consumers.
