Clover Leaf Capital Corp. (CLOE): Business Model Canvas [Dec-2025 Updated]

You're looking for the Business Model Canvas for Clover Leaf Capital Corp., and after two decades analyzing these structures, I can tell you this one is unique: the company is in full liquidation mode as of late 2025. This isn't about finding a merger target anymore; the entire business model has flipped from a growth-focused SPAC to a capital-return mechanism designed to efficiently get cash back to you, the public shareholder, with an expected return near $12.59 per share. So, instead of mapping out future revenue, we need to see how the Key Activities and Cost Structure are focused purely on compliant dissolution and settling liabilities. Dive in below to see the exact framework for this mandated wind-down.

Clover Leaf Capital Corp. (CLOE) - Canvas Business Model: Key Partnerships

You're looking at the foundational relationships that underpinned Clover Leaf Capital Corp.'s structure, especially as it moved toward its stated intention to liquidate following the November 2024 termination of the merger agreement. These partnerships established the capital base and administrative framework.

The core financial structure was set during the initial public offering (IPO) in July 2021, which raised $138.3 Million through the sale of 13,831,230 units at $10.00 per unit.

Key Financial Commitments and Roles of Partners

The relationship with the Sponsor, Yntegra Capital Investments, LLC, also involved a commitment to purchase warrants in a private placement, up to 4,790,000 warrants if the over-allotment option was exercised in full.

The administrative and legal framework involved several firms, particularly as the company moved toward liquidation, announced on November 8, 2024. The structure for the proposed business combination, which was later terminated, also involved specific legal agreements.

• Continental Stock Transfer & Trust Company: Appointed as Rights Agent under a Contingent Rights Agreement dated July 19, 2021.
• Morrow Sodali LLC: Served as the proxy solicitor for the Special Meeting in September 2024.
• Legal Firms: Ellenoff Grossman & Schole LLP was noted in connection with the escrow account for the Sponsor's unit purchase prior to the IPO.

The initial public offering price was $10.00 per Unit, with the warrants becoming exercisable at $11.50 per share, subject to adjustment.

Clover Leaf Capital Corp. (CLOE) - Canvas Business Model: Key Activities

You're looking at the final operational steps for Clover Leaf Capital Corp. as it moves through its announced liquidation plan following the November 8, 2024, termination of the Merger Agreement.

The Key Activities center entirely on winding down the entity, which means converting assets to cash, paying obligations, and returning capital to shareholders.

Here are the core activities driving the company's operations as of early 2025:

• Liquidating the segregated Trust Account assets.
• Redeeming all outstanding Class A common stock shares.
• Filing final SEC documents (e.g., Form 8-K, 10-K, proxy).
• Settling all outstanding liabilities and expenses.

The financial context supporting these activities, based on the latest available reports around the first quarter of 2025, looks like this:

The liquidation process involves specific regulatory milestones you need to track. The decision to liquidate was announced following the termination of the Merger Agreement on November 8, 2024. This triggered the need for specific filings.

Key regulatory filings tied to these activities include:

• Filing of a Current Report on Form 8-K detailing the Termination and Release Agreement.
• Withdrawal from stockholder consideration of proposals set forth in the Definitive Proxy Statement filed on July 31, 2024.
• The expectation to redeem all outstanding Class A common stock shares.

Honestly, the primary financial activity is managing the remaining assets against the liabilities. The Balance Sheet as of December 31, 2023, showed Total Equity at $5.26 million, but the TTM data as of June 30, 2024, showed Total Equity as $-9.58 million, indicating a significant shift in the equity position leading into the final wind-down. Here's the quick math: the company had $4.66 million in Total Debt against only $0.05 million in Cash & Short-Term Investments as of the June 2024 TTM period. What this estimate hides is the exact composition of the segregated Trust Account assets available for shareholder redemption versus the liabilities due to vendors and creditors.

The redemption of Class A common stock is a direct function of the net proceeds realized from liquidating the Trust Account assets after settling all other expenses. The company expects to redeem all shares sold as part of the units in the initial public offering.

Finance: draft 13-week cash view by Friday.

Clover Leaf Capital Corp. (CLOE) - Canvas Business Model: Key Resources

You're looking at the core assets Clover Leaf Capital Corp. (CLOE) relies on to operate and, now, to execute its planned liquidation. These aren't just assets; they are the foundation of its past structure and the source of funds for current obligations.

Trust Account Funds, Originally $125.0 million (plus interest)

The primary resource was the capital held in trust following the initial public offering (IPO). This cash was ring-fenced for a business combination or eventual redemption. The initial deposit was a substantial $125.0 million, or potentially $143.75 million if the underwriters' over-allotment option was fully exercised at the time of the IPO in July 2021. By the end of fiscal year 2023, Total Assets had shrunk to $14.9 million from $141 million in 2021. Given the announced intention to liquidate as of November 2024, this trust account balance, plus any accrued interest, is the key resource for satisfying shareholder redemptions.

Sponsor Capital (Yntegra) Used for Operating Loans

The Sponsor, Yntegra Capital Investments, LLC, provided working capital through loans, which is a critical resource for extending the company's runway outside of the trust account. These loans carried a conversion feature into private placement-equivalent warrants. The available sponsor capital support included:

• Up to $1,500,000 in working capital loans convertible into warrants at $1.00 per warrant.
• A specific loan of $1,383,123 deposited in July 2022 to cover an extension payment, which was also convertible.

This willingness to fund operations and extensions directly from the Sponsor is a key, non-trust-account resource. It's the difference between immediate dissolution and continued operation while seeking a deal.

Executive Team's Financial and Legal Expertise

The human capital driving Clover Leaf Capital Corp. is deeply rooted in private equity, finance, and the cannabis sector. This expertise is vital for due diligence and structuring a potential transaction, or managing a complex liquidation. Key experience points include:

This team brings direct insight as an "Insider" of the Cannabis Industry, operating one of the most technologically advanced facilities in the country. That's a specialized knowledge asset.

Public Float of 692,684 Shares Remaining Before Final Redemption

The number of public shares outstanding dictates the final quantum of the trust account distribution upon liquidation. Following redemptions related to the October 2024 deadline extension vote, the company reported that 692,684 public shares remained issued and outstanding. This figure is critical because the liquidation process requires redeeming all outstanding Class A common stock from the IPO. The total equity base, as reflected by Total Equity on the balance sheet at the end of 2023, was $5.26 million.

The remaining public shares represent the final liability against the trust assets.

Clover Leaf Capital Corp. (CLOE) - Canvas Business Model: Value Propositions

You're looking at the core promises Clover Leaf Capital Corp. (CLOE) makes to its public shareholders as it navigates its planned exit. For a Special Purpose Acquisition Company (SPAC) that has terminated its business combination, the value proposition shifts entirely from growth potential to capital return and risk mitigation. Honestly, this is what matters most to investors at this stage.

The primary value proposition centers on delivering capital back to you, the public shareholder, at a premium to the initial offering price, which is the standard for a SPAC liquidation. This is the hard number you need to focus on.

• Guaranteed return of capital to public shareholders at a premium (approx. $12.59 per share)
• Timely and compliant dissolution of the SPAC structure
• Minimizing further operational risk for public investors

The commitment to a specific return value is the anchor here. You should see the redemption value as the floor for your investment under the current liquidation scenario. Here's the quick math on what the structure implies based on the latest reported figures:

The second point, timely and compliant dissolution, is about process certainty. Clover Leaf Capital Corp. announced the termination of its merger agreement with Kustom Entertainment, Inc. on November 7, 2024, and the Board determined to liquidate the Company. The extension to complete a business combination was set until October 22, 2025, but the subsequent announcement confirmed the liquidation path, which provides a clear, albeit final, endpoint for your capital. The company expects to redeem all of its outstanding shares of Class A common stock sold in the initial public offering.

Minimizing further operational risk is a direct consequence of the liquidation decision. Since Clover Leaf Capital Corp. does not have significant operations, as of late 2025, the risk profile is essentially that of a winding-down entity holding its trust assets, not an operating business facing market or execution challenges. This contrasts sharply with the original SPAC mandate to find a target in the cannabis industry. The value here is the removal of future execution risk associated with a business combination. You're definitely getting a known quantity now.

The structure of the value proposition is clear:

• Capital return at a premium of $12.59 per share.
• The process is liquidation following the termination of the Kustom Entertainment merger.
• The company's operational status is minimal, reducing ongoing business risk.

Finance: draft 13-week cash view by Friday.

Clover Leaf Capital Corp. (CLOE) - Canvas Business Model: Customer Relationships

You're dealing with a company in a wind-down phase, so the customer relationship-which is really an investor relationship at this point-is entirely transactional and governed by regulatory mandates. The focus shifts from growth engagement to fulfilling final obligations.

Transactional and mandated communication via SEC filings

The primary, non-negotiable channel for communication with your investors is through the U.S. Securities and Exchange Commission (SEC) filings. These documents are the official record of the liquidation decision and the steps being taken. For instance, the decision to liquidate and the plan to redeem all outstanding Class A common stock followed the termination of the merger agreement with Kustom Entertainment, Inc., effective November 7, 2024. You would look to the Form 8-K describing the termination and the subsequent filings for the actual redemption mechanics and final per-share value. The definitive proxy statement, as amended, filed with the SEC on July 31, 2024, set the stage for the proposals that were ultimately withdrawn.

• Mandated disclosures occur via filings on EDGAR.
• The Board determined to liquidate following the November 7, 2024, termination.
• The company expected to announce redemption details 'in the coming days' after November 8, 2024.
• The company's market capitalization was reported at $54.61 million as of October 2024.

Direct communication through the Trustee for redemption process

While the SEC filings provide the framework, the actual mechanics of getting cash back to the public stockholders will involve the appointed Trustee, likely the entity holding the trust account funds. Historically, the trust account was established to hold the net proceeds from the initial public offering (IPO). The structure dictates that proceeds are distributed upon liquidation or redemption in connection with a business combination. The process for redeeming shares is direct: holders of Class A common stock elect to have their shares redeemed for a pro rata portion of the trust account balance. You need to track the status of the trust account balance, which historically included funds held back for dissolution expenses, up to $100,000 of interest.

Here's a look at the scale of past redemption activity, which informs the current process:

Investor Relations focused on liquidation timeline and value

The Investor Relations function for Clover Leaf Capital Corp. is now entirely centered on providing updates regarding the liquidation timeline and the final net asset value (NAV) per share available for redemption. Before the liquidation decision, the company had extended its deadline to October 22, 2025, to complete a business combination. With the merger terminated, the focus shifts to the speed of asset sales and distribution. The company expects to redeem all outstanding Class A common stock from the IPO units. The value you are looking for is the final trust account balance divided by the remaining public shares. For context, the initial IPO included units consisting of one share of Class A Common Stock and one-eighth (1/8) of one Right.

Key financial components influencing the final value include:

• Deferred underwriting commissions held in trust: $4,375,000 (if the over-allotment option was not exercised).
• Promissory Note: A note of $1,383,123 was issued to the Sponsor in October 2022 to support an extension, which is repayable upon liquidation.
• Operating performance: The company was not profitable over the last twelve months, with an adjusted operating income of -$1.58 million for the same period (as of October 2024).

Finance: draft 13-week cash view by Friday.

Clover Leaf Capital Corp. (CLOE) - Canvas Business Model: Channels

You're looking at the channels Clover Leaf Capital Corp. (CLOE) uses to interact with its stakeholders, which, as of late 2025, are primarily focused on the announced liquidation process following the November 8, 2024, termination of the merger agreement with Kustom Entertainment, Inc..

The main channels involve regulatory disclosure, the transfer agent managing shareholder records for the expected redemption, and the public stock exchange where residual trading occurs.

The trading channel for the Class A common stock, symbol CLOE, shows activity even post-liquidation announcement, though the company intends to redeem all outstanding shares from the initial public offering.

The Continental Stock Transfer & Trust Company acts as the transfer agent, a critical channel for executing the final corporate action-the redemption of shares.

• Continental Stock Transfer & Trust Company coordinates the processing of merger cash and share payments to shareholders, a function now relevant for the expected liquidation redemption.
• The company manages over 200 Corporate Actions events a year, demonstrating capacity for high-volume shareholder communication and distribution.
• They manage the contingent rights agreement, which details how rights convert to shares upon a business combination, though this is now superseded by the liquidation plan.

Official announcements and mandatory disclosures flow through the SEC EDGAR system, which serves as the primary formal communication channel to the market and regulators.

• Filings include Form 8-K detailing the November 8, 2024, termination of the merger agreement and the intention to liquidate.
• The company's CIK number for EDGAR filings is 0001849058.
• The latest reported exchange delisting event was on February 11, 2025.
• The company's business address for filings is 1450 BRICKELL AVENUE, SUITE 2520 MIAMI FL 33131.

Clover Leaf Capital Corp. (CLOE) - Canvas Business Model: Customer Segments

Public Class A common stock shareholders (the redeemable investors) are defined by their holding of the securities issued in the initial public offering (IPO) and their right to redemption following the merger termination and liquidation decision announced in November 2024.

The total shares outstanding, as reported in January 2025, stood at 4.96 million shares. The IPO involved the offering of units, each containing one share of Class A common stock at an offering price of $10.00 per unit. Following the November 2024 decision, the expectation is to redeem all outstanding shares of Class A common stock. The initial offering included up to 1,875,000 shares of Class A common stock as part of the units, plus an additional 1,875,000 shares upon exercise of the underwriters' over-allotment option.

The segment of Sponsor and insider shareholders is tied to the sponsor, which is controlled by Yntegra Capital Management LLC. These shareholders hold Class B shares, which typically convert into Class A shares upon a business combination, or warrants. The warrants issued in the IPO, which are held by the initial unit purchasers (including the sponsor/insiders), entitle the holder to purchase one share of Class A common stock at a price of $11.50 per share. The percentage of shares owned by insiders is listed as n/a in the latest available statistics.

Investment banks and financial institutions acted as underwriters for the initial capital raise. The structure included deferred underwriting commissions payable to the underwriters totaling up to $5,031,250 if the over-allotment option was exercised in full. As of the latest data, the ownership percentage held by institutions was 77.09%.

Here's a look at the key financial metrics related to these segments as of the latest reported figures:

The primary actions defining the relationship with the public shareholders in late 2025 revolve around the liquidation process:

• Redeem all outstanding Class A common stock shares.
• The initial offering price was $10.00 per unit.
• The company's market capitalization was reported at $61.91 million in January 2025.

The sponsor's interest is primarily protected via the warrants and the initial capital structure:

• Warrants are exercisable at $11.50 per share.
• The sponsor is controlled by Yntegra Capital Management LLC.
• The company was founded on February 25, 2021.

For the financial institutions involved in the initial capital raise, the key figures relate to the underwriting fees and current holdings:

• Maximum deferred underwriting commissions were up to $5,031,250.
• Institutional ownership was reported at 77.09%.
• The company's Enterprise Value was $66.51 million in January 2025.

Clover Leaf Capital Corp. (CLOE) - Canvas Business Model: Cost Structure

You're looking at the cost structure for Clover Leaf Capital Corp. (CLOE) as it navigates its stated intention to liquidate following the termination of its merger agreement in late 2024. For a Special Purpose Acquisition Company (SPAC) in this phase, the cost structure shifts almost entirely to wind-down expenses and the settlement of pre-existing obligations.

The primary cost drivers in this liquidation scenario are the one-time professional fees associated with closing down the entity and the settlement of contingent liabilities from the initial public offering (IPO).

Here are the key elements impacting the cost base:

• Legal and accounting fees for the dissolution process: Specific 2025 figures for the full dissolution are not publicly itemized in the latest available filings, but these costs are drawn from the remaining trust proceeds or sponsor capital.
• Trust administration and custodial fees: These are ongoing administrative costs related to managing the funds held in trust by Continental Stock Transfer & Trust Company, which continue until final redemption.
• Repayment of Sponsor loans for working capital (adjusted operating income was -$1.58 million)
• Deferred underwriting commissions (if not waived)

The working capital situation, as reflected by the last reported operational metric, shows a deficit that needs to be covered, likely by the sponsor or from the trust proceeds before final distribution to shareholders.

Here's the quick math on the known liabilities tied to the original offering structure:

The trust account, which held the bulk of the IPO proceeds, is the primary source for covering these costs before the final redemption per share. As of the last reported activity, the trust account held between $125.0 million and $143.75 million, depending on the exercise of the over-allotment option.

The structure of the original offering also involved the sponsor, Yntegra Capital Investments, LLC, purchasing warrants, which provided initial working capital funding:

• Sponsor Warrant Purchase (Base): $4,415,000
• Sponsor Warrant Purchase (Max with Over-Allotment): $4,790,000

To be fair, the actual legal and administrative costs for the liquidation itself will be a direct reduction to the trust balance, separate from the underwriting commissions which were contingent on a successful business combination that did not occur. Finance: draft 13-week cash view by Friday.

Clover Leaf Capital Corp. (CLOE) - Canvas Business Model: Revenue Streams

You're looking at the revenue streams for Clover Leaf Capital Corp. (CLOE) as of late 2025. Given the company's status as a Special Purpose Acquisition Company (SPAC) and the public announcements regarding its path, the revenue profile is extremely narrow and temporary, focusing almost entirely on the winding down of its trust assets.

The core of any SPAC's temporary revenue is the interest earned on the funds held in trust pending a business combination. Clover Leaf Capital Corp. initially deposited approximately $125.0 million or $143.75 million into its trust account following its IPO in 2021, with $10.00 per unit going into that account.

However, you need to know that the company announced the Termination of Merger Agreement, Cancellation of Special Meeting and its Intention to Liquidate on November 08, 2024. This intention to liquidate means the primary revenue-generating activity-holding the trust-is ending, shifting the focus to asset distribution.

Interest income earned on the Trust Account assets:

• Interest income is the only operational revenue source for a non-operating SPAC.
• The actual 2025 interest income figure is not explicitly detailed in the latest public filings available close to November 2025, but it is derived from the principal held in the trust.
• As of the last reported balance sheet data (December 31st, 2023), Cash and Short Term Investments were $0.163 million. Another data point suggests cash was $51,117 near the end of 2024.

None from core business operations (as a blank-check company):

Clover Leaf Capital Corp. does not have significant operations; its purpose is effecting a business combination. Therefore, revenue from ongoing business activities, like sales or service fees, is $0.

Potential minimal residual value after all liabilities are settled:

This stream represents the final distribution to shareholders after all liquidation expenses are paid. The company's total liabilities were reported at $9.68 million as of December 31st, 2023. The residual value is what remains of the trust account principal plus any accrued interest, minus these final expenses.

Here's a quick look at the context surrounding the company's financial structure leading up to this point:

The final cash distribution per share will be the net result of the trust balance less liquidation costs, which is the true final 'revenue' for the public shareholders.

Finance: draft the estimated final liquidation distribution per share based on the last reported trust balance and estimated liquidation expenses by next Tuesday.