Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On April 19, 2023, Clover Leaf Capital Corp. (the "Company") received a deficiency letter from the Listing Qualifications Department (the "Staff") of the Nasdaq Stock Market ("Nasdaq") notifying the Company that the Company longer meets the minimum 500,000 publicly held shares requirement for The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(4) (the "Public Shares Requirement"). The notification received has no immediate effect on the Company's Nasdaq listing. In accordance with Nasdaq rules, the Company has 45 calendar days, or until June 5, 2023, to submit a plan to regain compliance with the Public Shares Requirement.

On April 21, 2023, the Company received a deficiency letter from the Staff of Nasdaq notifying the Company that, for the preceding 30 consecutive business days, the Company's Market Value of Listed Securities ("MVLS") was below the $35 million minimum requirement for continued inclusion on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(b)(2) (the "MVLS Requirement").

The notification received has no immediate effect on the Company's Nasdaq listing. In accordance with Nasdaq rules, the Company has been provided an initial period of 180 calendar days, or until October 18, 2023 (the "Compliance Date"), to regain compliance with the MVLS Requirement. If, at any time before the Compliance Date, the Company's MVLS closes at $35 million or more for a minimum of 10 consecutive business days, the Staff will provide the Company written confirmation of compliance with the MVLS Requirement.

The Company intends to monitor the market value of the Company's listed securities and may, if appropriate, consider available options to regain compliance with the MVLS Requirement.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits


See the Exhibit Index below, which is incorporated by reference herein.





Exhibit No.   Description
104           Cover Page Interactive Data File (embedded within the Inline XBRL document)




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