8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

December 12, 2023

Date of Report (Date of earliest event reported)

ECD AUTOMOTIVE DESIGN, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	001-41497	86-2559175
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)

4390 Industrial Lane Kissimmee, Florida	34758
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (407) 483-4825

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	EFHT	The Nasdaq Stock Market LLC
Warrants	EFHTW	The Nasdaq Stock Market LLC
Rights	EFHTR	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

As previously disclosed, on October 14, 2023, EF Hutton Acquisition Corporation I, now known as ECD Automotive Design, Inc. (the “Company” or the “Registrant”), EF Hutton LLC (f/k/a EF Hutton, division of Benchmark Investments, LLC) (“EF Hutton”) and Humble Imports Inc, d/b/a ECD Auto Design, a Florida corporation (“Humble”) entered into a Satisfaction and Discharge Agreement, pursuant to which the parties agreed that EF Hutton’s deferred underwriting commission in the aggregate amount of $4,025,000 and the PIPE placement agent fee in the aggregate amount of $1,370,000 will be settled with (1) a cash payment in the amount of $500,000 at Closing and (2) issuance of 500,000 restricted shares of the Company’s Common Stock to EF Hutton, or its designees at Closing.

On December 12, 2023, the Company, EF Hutton and Humble amended the Satisfaction and Discharge Agreement (the “Amended Agreement”) to provide that EF Hutton’s deferred underwriting commission in the aggregate amount of $4,025,000 and the PIPE placement agent fee in the aggregate amount of $1,370,000 will be settled with (1) a cash payment in the amount of $400,000 at Closing and (2) issuance of 750,000 restricted shares of the Company’s Common Stock to EF Hutton, or its designees at Closing.

This description of the Amended Agreement is qualified in its entirety by reference to the full text of the Amended Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K, and incorporated herein by reference.

Item 7.01 Regulation FD Disclosure

As previously disclosed, on March 3, 2023, the Company entered into a Merger Agreement (the “Merger Agreement”) with Humble, ECD Auto Design UK, Ltd., an England and Wales corporation, EFHAC Merger Sub, Inc., a Florida corporation (“Merger Sub”) and wholly-owned subsidiary of the Company, and Scott Wallace, as the Securitiyholder Representative, pursuant to which Merger Sub will merge with and into Humble with Humble as the surviving corporation and becoming a wholly-owned subsidiary of the Company (the “Business Combination”). In connection with the Business Combination, the Company will change its name to “ECD Automotive Design Inc.” or such other name designated by Humble by notice to the Company.

On December 12, 2023, ECD Automotive Design Inc. received notification from The Nasdaq Stock Market LLC that its common stock and warrants are approved for listing on Nasdaq under the symbols “ECDA” and “ECDAW,” respectively. On December 12, 2023, the Company and Humble filed a press release stating that following the completion of the previously announced Business Combination between the Company and Humble, the newly combined company will be named “ECD Automotive Design Inc.”, and its common stock and warrants will trade on the Nasdaq Global Market under the symbols “ECDA” and “ECDAW,” respectively, from the open of trading on Wednesday, December 13, 2023 (the “Nasdaq Release”). A copy of the Nasdaq Release is attached hereto as Exhibit 99.1.

On December 12, 2023, the Company issued a press release to announce the successful closing of the Business Combination between the Company and Humble and that the transaction was supported by a $15 million PIPE (the “Business Combination Release). A copy of the Business Combination Release is attached hereto as Exhibit 99.2.

The information in this Item 7.01, including Exhibit 99.1 and Exhibit 99.2, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information of the information contained in this Item 7.01, including Exhibit 99.1 and Exhibit 99.2.

IMPORTANT NOTICES

Important Notice Regarding Forward-Looking Statements

This Current Report on Form 8-K contains certain “forward-looking statements” within the meaning of the Securities Act and the Exchange Act both as amended. Statements that are not historical facts, including statements about the pending transactions described above, and the parties’ perspectives and expectations, are forward-looking statements. Such statements include, but are not limited to, statements regarding the proposed transaction, including the anticipated initial enterprise value and post-closing equity value, the benefits of the proposed transaction, integration plans, expected synergies and revenue opportunities, anticipated future financial and operating performance and results, including estimates for growth, the expected management and governance of the combined company, and the expected timing of the transactions. The words “expect,” “believe,” “estimate,” “intend,” “plan” and similar expressions indicate forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to various risks and uncertainties, assumptions (including assumptions about general economic, market, industry and operational factors), known or unknown, which could cause the actual results to vary materially from those indicated or anticipated.

The forward-looking statements are based on the current expectations of the management of the Registrant and Humble, as applicable, and are inherently subject to uncertainties and changes in circumstances and their potential effects and speak only as of the date of such statement. There can be no assurance that future developments will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements including: risks related to Humble’s businesses and strategies; the ability to complete the proposed business combination due to the failure to obtain approval from the Registrant’s stockholders or satisfy other closing conditions in the definitive merger agreement; the amount of any redemptions by existing holders of the Registrant’s common stock; the ability to recognize the anticipated benefits of the business combination; other risks and uncertainties included under the header “Risk Factors” in the Registration Statement to be filed by the Registrant, in the final prospectus of EF Hutton Acquisition Corporation I for its initial public offering dated September 9, 2022; and in EF Hutton Acquisition Corporation I’s other filings with the SEC. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements. Accordingly, you are cautioned not to place undue reliance on these forward-looking statements. Forward-looking statements relate only to the date they were made, and the Registrant, Humble and their subsidiaries undertake no obligation to update forward-looking statements to reflect events or circumstances after the date they were made except as required by law or applicable regulation.

No Offer or Solicitation

This Current Report on Form 8-K is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the transactions described above and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of EF Hutton Acquisition Corporation I or Humble, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.	Description
10.1	Amended Satisfaction and Discharge Agreement dated as of December 12, 2023, by and among EF Hutton Acquisition Corporation I, Humble Imports, Inc (d/b/a/ ECD Auto Design), and EF Hutton LLC (f/k/a EF Hutton, division of Benchmark Investments, LLC)
99.1	Nasdaq Listing Press Release dated December 12, 2023
99.2	Business Combination Press Release dated December 12, 2023
104	Cover page interactive data file (imbedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: December 12, 2023
	ECD AUTOMOTIVE DESIGN, INC.
	By:	/s/ Raymond Cole
	Name:	Raymond Cole
	Title:	Chief Financial Officer

EX-10.1

Exhibit 10.1

AMENDED SATISFACTION AND DISCHARGE OF indebtedness pursuant to underwriting agreement dated September 8, 2022

This Amended Satisfaction and Discharge of Indebtedness (the “Satisfaction and Discharge”) is made and entered into to be effective as of December 11, 2023, by and between EF Hutton Acquisition Corporation I, a Delaware corporation (the “Company”), Humble Imports, Inc. (d/b/a/ ECD Auto Design) (“ECD”), and EF Hutton LLC (f/k/a EF Hutton, division of Benchmark Investments, LLC”) (“EF Hutton”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Underwriting Agreement (as defined below).

RECITALS

WHEREAS, the Company and EF Hutton are parties to an Underwriting Agreement dated September 8, 2022 (the “Underwriting Agreement”);

WHEREAS, the Sections 1.3 and 3.17 of Underwriting Agreement provide the principal sum of $4,025,000 (the “Deferred Underwriting Commission”) shall be payable to EF Hutton upon the consummation of the Company’s initial business combination, and the Company agreed that it will cause the Trustee to pay the Deferred Underwriting Commission directly from the Trust Account to EF Hutton.

WHEREAS, on March 6, 2023, the Company and ECD announced that they signed a definitive business combination agreement that will result at the closing of the business combination with the Company changing its name to E.C.D. Automotive Design Inc. (the “Business Combination”).

WHEREAS, the Business Combination is scheduled to close on or about December 12, 2023, at which time, the Deferred Underwriting Commission to EF Hutton would be immediately due and payable.

WHEREAS, the Company and ECD requested of EF Hutton that in lieu of the Company tendering the full amount of the Deferred Underwriting Commission ($4,025,000) in cash, EF Hutton accept ordinary shares of the Company in partial satisfaction of the Deferred Underwriting Commission.

WHEREAS, the Company and EF Hutton entered into a placement agent agreement dated March 15, 2023 (the “PAA”), in connection with the Company seeking financing at the time of the Business Combination (the “PIPE”), and pursuant to the PAA, EF Hutton raised PIPE proceeds of approximately $15,819,209, which pursuant to the PAA entitles EF Hutton a placement agent fee of approximately $1,370,000 (the “PIPE Commission”).

WHEREAS, in lieu of collecting the full amount of the Deferred Underwriting Commission and PIPE Commission in cash at the time of the closing of the Business Combination, the parties on October 14, 2023 entered into the Satisfaction and Discharge of Indebtedness Agreement (the “Satisfaction Agreement”), in which EF Hutton agreed to accept as full satisfaction of the Deferred Underwriting Commission and the PIPE Commission, the specific allocated payments of (1) $500,000 in cash at the time of the closing of the Business Combination; and (2) and 500,000 of newly issued shares of the Company’s common stock, $.0001 par value per share, that were to be issued and delivered to EF Hutton on the closing date of the Business Combination.

WHEREAS, subsequent to the execution of the Satisfaction Agreement, the Company and ECD request that EF Hutton amend the Satisfaction Agreement and accept as full satisfaction of the Deferred Underwriting Commission and the PIPE Commission, the specific allocated payments of (i) $400,000 in cash at the time of the closing of the Business Combination; (ii) 750,000 of newly issued shares of the Company’s common stock, $.0001 par value per share (the “Shares”.) The Shares shall be issued and delivered to EF Hutton or their designees on the closing date of the Business Combination.

NOW THEREFORE, the Parties hereto agree to amend the Satisfaction Agreement as follows:

ARTICLE I

CONDITIONS TO SATISFACTION AND DISCHARGE

1.1 EF Hutton shall only acknowledge the satisfaction and discharge of the Deferred Underwriting Commission and will only acknowledge that the Company’s obligations to pay in cash the Deferred Underwriting Commission under the Underwriting Agreement and the PIPE Commission under the PAA, have been satisfied and discharged, if the below conditions occur:

A. On the closing date of the Business Combination, the Company wires $400,000 to the bank account of EF Hutton; and

B. On the closing date of the Business Combination, the Company transfers to EF Hutton (or its designees) the Shares (at $.0001 par value per share).

1.2 After the conditions above are satisfied, EF Hutton shall acknowledge the satisfaction and discharge of the Deferred Underwriting Commission and the PIPE Commission, except with respect to Article II below.

ARTICLE II

POST-SATISFACTION COMPANY COVENANTS

2.1 After EF Hutton has acknowledged the satisfaction and discharge of the Deferred Underwriting Compensation and the PIPE Commission, the Company irrevocably covenants to perform the following actions:

A. Within thirty (30) days from the closing date of Business Combination, the Company shall cause to be registered under the Securities Act all of the Shares that EF Hutton has requested to be registered.

B. Alternatively, if after twelve (12) months from the closing date of the Business Combination (the “Twelve-month Period Date”), the Company has not registered any of EF Hutton’s Shares on an effective Registration Statement, then the Company will confirm in writing that such Shares are freely sellable under Rule 144. No later than the Twelve-month Period Date, the Company shall provide EF Hutton a valid legal opinion that its Shares are eligible for resale pursuant to Rule 144.

ARTICLE II

MISCELLANEOUS PROVISIONS

3.1 This Satisfaction and Discharge shall be governed by and construed in accordance with the laws of the State of New York.

3.2 This Satisfaction and Discharge may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all of which shall together constitute but one and the same instrument.

3.3 The Company hereby acknowledges and agrees that EF Hutton shall remain entitled to all of its rights, protections, indemnities and immunities set forth in the Underwriting Agreement and the PAA.

Remainder of the page intentionally left blank.

IN WITNESS WHEREOF, EF Hutton and the Company have caused their corporate names to be hereunto affixed, and this instrument to be signed by their respective authorized officers, all as of the day and year first above written.

EF HUTTON LLC
By:	/s/ Sam Fleischman
Name:	Sam Fleischman
Title:	Supervisory Principal

EF HUTTON ACQUISITION CORPORATION I
By:	/s/ Benjamin Piggott
Name:	Benjamin Piggott
Title:	Chief Executive Officer

HUMBLE IMPORTS, INC. d/b/a ECD AUTO DESIGN
By:	/s/ Scott Wallace
Name:	Scott Wallace
Title:	Chief Executive Officer

EX-99.1

Exhibit 99.1

ECD AUTO DESIGN AND EF HUTTON ACQUISITION CORPORATION I ANNOUNCE THE COMBINED COMPANY EXPECTED TO BEGIN TRADING ON THE NASDAQ GLOBAL MARKET (NASDAQ: ECDA)

ECD Automotive Design. Inc. to Ring NASDAQ Opening Bell on December 13, 2023

Kissimmee, FL – December __, 2023 – Humble Imports, Inc. d/b/a ECD Auto Design (“ECD” or the “Company”), a leader in delivering restored, modified and electrified Land Rover Defenders, Jaguars, and other classic and collectible automobiles, and EF Hutton Acquisition Corporation I (“EFHT”) (NASDAQ: EFHT), a special purpose acquisition company formed by affiliates of EF Hutton LLC, today announced that following the completion of the previously announced business combination between ECD and EFHT, the newly combined company will be named “ECD Automotive Design Inc.”, and its common stock and warrants will trade on the Nasdaq Global Market under the symbols “ECDA” and “ECDAW,” respectively, from the open of trading on Wednesday, December 13, 2023.

Nasdaq Opening Bell Ceremony

ECD management is scheduled to ring the opening bell of the Nasdaq Stock Market on Wednesday, December 13, 2023. The opening bell ceremony will be broadcast live starting at 9:15 a.m. Eastern Time from the NASDAQ MarketSite Tower in New York, NY. To view the broadcast, please click here.

Advisors

EF Hutton LLC is serving as Capital Markets Advisor and Placement Agent to EFHT. Loeb & Loeb, LLP is serving as legal counsel to EFHT. PAG.Law PLLC and Shuffled, Lowman & Wilson PA are serving as legal counsel to ECD

About Humble Imports, Inc. d/b/a ECD Auto Design

ECD is a creator of restored luxury vehicles that combines classic English beauty with modern performance. Currently, ECD restores Land Rovers Defenders, Land Rover Series IIA, the Range Rover Classic and the Jaguar E-Type. Each vehicle produced by ECD is fully bespoke, a one-off that is designed by the client through an immersive luxury design experience and hand-built from the ground up in 2,200 hours by master-certified Automotive Service Excellence (“ASE”) craftsmen. The Company was founded in 2013 by three British ”petrol heads’’ whose passion for classic vehicles is the driving force behind exceptionally high standards for quality, custom luxury vehicles. ECD’s global headquarters, known as the ”Rover Dome,” is a 100,000-square-foot facility located in Kissimmee, Florida that is home to 83 talented craftsmen and technicians, who hold a combined 61 ASE and five master level certifications. ECD has an affiliated logistics center in the U.K. where its seven employees work to source and transport 25-year-old work vehicles back to the U.S. for restoration. 

Copies of this and other news releases as well as other information about ECD Auto Design can be obtained online at www.ecdautodesign.com.

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About EF Hutton Acquisition Corporation I

EFHT is a blank check company formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses.

Forward-Looking Statements

This press release includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. ECD’s and EFHT’s actual results may differ from their expectations, estimates, and projections and, consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions (or the negative versions of such words or expressions) are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, ECD’s and EFHT’s expectations with respect to future performance and anticipated financial impacts of the proposed Business Combination, the satisfaction of the closing conditions to the proposed Business Combination, and the timing of the completion of the proposed Business Combination.

These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from those discussed in the forward-looking statements. Most of these factors are outside ECD’s and EFHT’s control and are difficult to predict. Factors that may cause such differences include, but are not limited to: (1) the occurrence of any event, change, or other circumstances that could give rise to the termination of the Merger Agreement; (2) the outcome of any legal proceedings that may be instituted against ECD and EFHT following the announcement of the Merger Agreement and the transactions contemplated therein; (3) the inability to complete the proposed Business Combination, including due to failure to satisfy conditions to closing in the Merger Agreement; (4) the occurrence of any event, change, or other circumstance that could give rise to the termination of the Merger Agreement or could otherwise cause the transaction to fail to close; (5) the inability to obtain the listing of the combined company’s common stock on the Nasdaq Stock Market following the proposed Business Combination; (6) the risk that the proposed Business Combination disrupts current plans and operations as a result of the announcement and consummation of the proposed Business Combination; (7) the ability to recognize the anticipated benefits of the proposed Business Combination, which may be affected by, among other things, competition, the ability of ECD to grow and manage growth profitably, and retain its key employees; (8) costs related to the proposed Business Combination; (9) changes in applicable laws or regulations; (10) the possibility that ECD and EFHT may be adversely affected by other economic, business, and/or competitive factors; (11) risks relating to the uncertainty of the projected financial information with respect to ECD; (12) risks related to the organic and inorganic growth of ECD’s business and the timing of expected business milestones; and (13) other risks and uncertainties indicated from time to time in the final prospectus of EFHT for its initial public offering and the registration statement on Form S-4, including the proxy statement relating to the proposed Business Combination, including those under “Risk Factors” therein, and in EFHT’s other filings with the SEC. EFHT cautions that the foregoing list of factors is not exclusive. ECD and EFHT caution readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. ECD and EFHT do not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in their expectations or any change in events, conditions, or circumstances on which any such statement is based.

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No Offer or Solicitation

This press release shall not constitute a solicitation of a proxy, consent, or authorization with respect to any securities or in respect of the proposed Business Combination. This press release shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.

Contacts:

For Humble Imports, Inc. d/b/a ECD Auto Design:

Scott Wallace

Chairman and CEO

4930 Industrial Lane, Unit 107, Kissimmee, FL 34758

Email: investorrelations@ecdautodesign.com

Tel: 407-483-4825

Rob Fink or Matt Chesler

FNK IR

Email: ecda@fnkir.com

Tel: 646-809-4048 / 646-809-2183

For EF Hutton Acquisition Corporation I:

Benjamin Piggott

Chairman and CEO

Email: bpiggott@efhuttonacquisitioncorp.com

Tel: 929-528-0767

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EX-99.2

Exhibit 99.2

ECD Auto Design Completes Business Combination with EF Hutton Acquisition Corporation I

Business combination supported by a $15 million PIPE and expected to accelerate ECD’s growth as the scaled leader in restoring and modifying Land Rover Defenders and other collector vehicles

Shares to begin trading on NASDAQ under ticker symbol “ECDA” on December 13, 2023

Kissimmee, FL – December 13, 2023 – ECD Automotive Design Inc. (“ECD” or the “Company”), the industry leader in delivering restored, modified and electrified Land Rover Defenders, Jaguars, and other classic and collectible automobiles, today announced the successful closing of the business combination between Humble Imports, Inc. d/b/a ECD Auto Design and EF Hutton Acquisition Corporation I (“EFHT”) (NASDAQ: EFHT), a special purpose acquisition company formed by affiliates of EF Hutton. The common shares of the combined company, which will operate as ECD Automotive Design Inc., are expected to commence trading on the Nasdaq Global Market under the ticker symbol “ECDA” on Wednesday, December 13, 2023.

Founded in 2013 by three British gear heads, ECD has become the leader in the restoration, modification and electrification of classic automobiles. E.C.D specializes in “restomods” (restoration and modification) and is dedicated to fully restoring classic autos from the ground up, returning the nostalgic experience to the road and ensuring their timelessness with modification touches, performance, and quality upgrades. The ECD line-up currently includes the Land Rover Defender, the Land Rover Series IIA, the Range Rover Classic and the Jaguar E-Type. Since inception, the Company has delivered over 500 vehicles, and has increased the number of units built and the average selling price of a vehicle at a compound annual growth rate of 26% and 19%, respectively. The additional capital and public listing will help advance ECD’s goals of unlocking further growth through innovating its product line and consolidating the fragmented restomod market.

Scott Wallace, CEO and Co-Founder, will continue to lead the combined company, along with its current proven management team including Co-Founders Tom Humble, Emily Humble, Elliott Humble, and CFO Raymond Cole.

Mr. Wallace commented, “This transaction and a Nasdaq listing positions ECD to accelerate our growth as the scaled leader in restomods. We create truly ‘one of one’ vehicle builds and offer highly engaging experiences for consumers who share our genuine passion for automotives. With demand for these creations on the rise, we are in the pole position to expand our business by bringing new innovations to our product line and consolidating the fragmented industry. This is an exciting milestone for our staff, customers and many fans.”

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“We are pleased to close the business combination with ECD and officially list the Company on the NASDAQ,” said Benjamin Piggott, the Chairman of ECD’s Board of Directors. “We view ECD as the scaled leader in an emerging industry, and a platform for the restoration and modification of exotic automobiles. The ability to create a fully customized and highly luxurious offering for consumers, including all of the modern technology and conveniences, is an attractive value proposition that can be expanded through targeted organic and strategic growth opportunities throughout a fragmented industry. ECD has essentially been self-financed since inception. With a business generating positive free cash flow, the injection of capital into the business has the potential to accelerate ECD’s already strong organic growth profile and facilitate acquisitive growth.”

Transaction Overview

The business combination values ECD at a proforma enterprise value of $330 million. In conjunction with the closing of the business combination, existing shareholders of ECD received $2 million in cash and the following securities: 25.1 million common shares, 39,000 shares Series A Convertible Preferred Stock, a warrant to purchase 1,091,525 common shares, and a warrant to purchase 15,819 shares of Series A Preferred Stock. The transaction was supported by a $15 million financing led by strategic investors in the form of a new series of Senior Secured Convertible Notes in the aggregate original principal amount of approximately $15.8 million.

EFHT shareholders approved the business combination at a special meeting held on December 7, 2023.

Advisors

EF Hutton served as Capital Markets Advisor and Placement Agent to EFHT. Loeb & Loeb, LLP served as legal counsel to EFHT. Shuffield, Lowman & Wilson PA and Pag Law PLLC served as legal counsel to ECD.

About ECD Automotive Design

ECD is a creator of restored luxury vehicles that combines classic English beauty with modern performance. Currently, ECD restores Land Rovers Defenders, Land Rover Series IIA, the Range Rover Classic and the Jaguar E-Type. Each vehicle produced by ECD is fully bespoke, a one-off that is designed by the client through an immersive luxury design experience and hand-built from the ground up in 2,200 hours by master-certified Automotive Service Excellence (“ASE”) craftsmen. The Company was founded in 2013 by three British ”gear heads’’ whose passion for classic vehicles is the driving force behind exceptionally high standards for quality, custom luxury vehicles. ECD’s global headquarters, known as the ”Rover Dome,” is a 100,000-square-foot facility located in Kissimmee, Florida that is home to 80 talented craftsmen and technicians, who hold a combined 61 ASE and five master level certifications. ECD has an affiliated logistics center in the U.K. where its seven employees work to source and transport 25-year-old work vehicles back to the U.S. for restoration. For more information, visit www.ecdautodesign.com.

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Forward-Looking Statements

This press release includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “future,” “outlook,” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements include, but are not limited to, statements regarding estimates and forecasts of other performance metrics and projections of market opportunity. These statements are based on various assumptions, whether or not identified in this communication and on the current expectations of ECD’s and EFHT’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of ECD and EFHT. Some important factors that could cause actual results to differ materially from those in any forward-looking statements could include changes in domestic and foreign business, market, financial, political and legal conditions.

If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that ECD and EFHT do not presently know, or that ECD and EFHT currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect ECD’s and EFHT’s current expectations, plans and forecasts of future events and views as of the date hereof. Nothing in this communication should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements in this communication, which speak only as of the date they are made and are qualified in their entirety by reference to the cautionary statements herein and the risk factors of ECD and EFHT described in the joint preliminary proxy statement and a preliminary prospectus contained in the Form S-4 registration statement that ECD and EFHT filed with the SEC, including those under “Risk Factors” therein. ECD and EFHT anticipate that subsequent events and developments will cause their assessments to change. However, while ECD and EFHT may elect to update these forward-looking statements at some point in the future, they each specifically disclaim any obligation to do so, except as required by law. These forward-looking statements should not be relied upon as representing ECD’s or EFHT’s assessments as of any date subsequent to the date of this communication. Accordingly, undue reliance should not be placed upon the forward-looking statements.

Contacts:

ECD Automotive Design

Scott Wallace, Chairman and CEO

Email: investorrelations@ecdautodesign.com

FNK IR

Rob Fink or Matt Chesler, CFA

Email: ecda@fnkir.com

Tel: 646-809-4048 / 646-809-2183

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XML

Cover	Dec. 12, 2023
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 12, 2023
Entity File Number	001-41497
Entity Registrant Name	EF Hutton Acquisition Corp I
Entity Central Index Key	0001922858
Entity Tax Identification Number	86-2559175
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	4390 Industrial Lane
Entity Address, City or Town	Kissimmee
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	34758
City Area Code	(407)
Local Phone Number	483-4825
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Common Stock [Member]
Title of 12(b) Security	Common Stock
Trading Symbol	EFHT
Security Exchange Name	NASDAQ
Warrants
Title of 12(b) Security	Warrants
Trading Symbol	EFHTW
Security Exchange Name	NASDAQ
Rights [Member]
Title of 12(b) Security	Rights
Trading Symbol	EFHTR
Security Exchange Name	NASDAQ