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A Lenexa company moved a step closer to spinning off its entertainment business to a SPAC, which could lead to the subsidiary becoming a public company.
The Securities and Exchange Commission approved a registration statement that will allow Digital Ally subsidiary Kustom Entertainment Inc. to merge with a blank-check company called Clover Leaf Capital Corp.
Clover Leaf Capital is a special purpose acquisition company (SPAC), a public shell company that investors load with capital to seek out a merger to take a company public in a quicker, cheaper manner than an initial public offering.
Clover Leaf reached an agreement with Lenexa-based Digital Ally to spin off its entertainment business.
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Founded in 2004, Digital Ally’s main business is focused on providing mobile video solutions for law enforcement, the military and commercial fleets. It has a subsidiary called Shield Health Protection Products, which offers all natural cleansers, non-contact temperature screening devices, personal protective gear and other products. Another subsidiary called Digital Ally Healthcare provides medical records services.
After raising about $30 million in 2021, Digital Ally began creating subsidiaries in the entertainment industry, including a ticket broker and resale platform called TicketSmarter Inc., an entertainment promoter and manager called Kustom 440 and a private jet leasing business called BirdVu Jets. It’s these entertainment businesses that will be spun off into the SPAC to create a combined company called Kustom Entertainment.
It will have the same management team, led by CEO Stan Ross. The transaction expects Kustom Entertainment to carry an equity value of $125 million.
All shareholders of record for Digital Ally (Nasdaq: DGLY) at close of business on Aug. 12 will receive 30% of the shares of Kustom Entertainment immediately upon closing of the deal.
The deal requires approval by Clover Leaf shareholders. Clover Leaf mailed a proxy statement to its shareholders of record on July 24 and scheduled a virtual special shareholders meeting at 11 a.m. on Aug. 20.
Separately, a recent SEC filing shows Digital Ally must sell its headquarters building at 14001 Marshall Drive in Lenexa as part of an agreement to pay off a promissory note.
Revenue, 2023
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