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EF Hutton Acquisition Corp. I – ‘424B3’ on 11/13/23

On:  Monday, 11/13/23, at 5:17pm ET   ·   Accession #:  1493152-23-40634   ·   File #:  333-272914

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

11/13/23  EF Hutton Acquisition Corp. I     424B3                  1:7M                                     M2 Compliance LLC/FA

Document/Exhibit                   Description                      Pages   Size 

 1: 424B3       Prospectus - New Facts or Events                    HTML   6.63M 

Filed Pursuant to Rule 424(b)(3)

Registration No. 333-272914

PROXY STATEMENT PROSPECTUS

PROXY STATEMENT FOR A SPECIAL MEETING OF STOCKHOLDERS OF

EF HUTTON ACQUISITION CORPORATION I

AND PROSPECTUS FOR UP TO 25,100,000 SHARES OF COMMON STOCK,

39,000 SHARES OF SERIES A CONVERTIBLE PREFERRED STOCK,

A WARRANT TO PURCHASE 1,091,525 SHARES OF COMMON STOCK AND

A WARRANT TO PURCHASE 15,819 SHARES OF SERIES A CONVERTIBLE PREFERRED STOCK

Dear EF Hutton Acquisition Corporation I Stockholders:

You are cordially invited to attend the special meeting of the stockholders (the “EFHAC Special Meeting”) of EF Hutton Acquisition Corporation I (“EFHAC”), which will be held at 10:30 a.m., Eastern time, on December 7, 2023. The Board of Directors has determined to convene and conduct the EFHAC Special Meeting in a virtual meeting format at https://www.cstproxy.com/efhuttonspaci/sm2023 or by telephone access (listen-only): Within the U.S. and Canada: 1 800-450-7155 (toll-free), Outside of the U.S. and Canada: +1 857-999-9155 (standard rates apply) Conference ID: 1848398#. Stockholders will NOT be able to attend the EFHAC Special Meeting in person. This proxy statement/prospectus includes instructions on how to access the virtual EFHAC Special Meeting and how to listen, vote, and submit questions from home or any remote location with Internet connectivity.

EFHAC is a Delaware blank check company established for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business transaction with one or more businesses or entities, which we refer to as a “target business.” Holders of our common stock, par value $0.0001 per share (the “Common Stock”) will be asked to approve, among other things, the merger agreement, dated as of March 3, 2023 (the “Merger Agreement”), by and among EFHAC, Humble Imports Inc d/b/a ECD Auto Design, a Florida corporation (“ECD”), ECD Auto Design UK, Ltd., an England and Wales corporation (the “ECD UK”), EFHAC Merger Sub, Inc., a Florida corporation and wholly-owned subsidiary of EFHAC (“Merger Sub”) and Scott Wallace, as the Securityholder Representative, and the other related proposals.

Upon the closing (the “Closing”) of the transactions contemplated in the Merger Agreement, Merger Sub will merge with and into ECD, with ECD surviving the merger as a wholly-owned subsidiary of EFHAC. In addition, in connection with the consummation of the Business Combination (as defined below), EFHAC will be renamed “ECD Automotive Design, Inc.” or such other name designated by ECD by notice to EFHAC. The transactions contemplated under the Merger Agreement are referred to in this proxy statement/prospectus as the “Business Combination” and the combined company existing after the Business Combination is referred to in this proxy statement/prospectus as the “Combined Company.”

As consideration for the Merger Agreement, upon the Closing, EFHAC shall issue the ECD Securityholders 25,100,000 shares of EFHAC common stock, $0.0001 par value per share (the “Common Stock”); 39,000 shares of EFHAC’s Series A Convertible Preferred Stock (the “Series A Preferred Stock”), a warrant to purchase 1,091,525 shares of EFHAC Common Stock (“Common Shares Warrant”) and a warrant to purchase 15,819 shares of EFHAC Series A Preferred Stock (“Preferred Shares Warrant”), plus a cash payment of $2,000,000, pro rata to the ECD Initial Securityholders.

On June 1, 2023, EFHAC’s stockholders approved an amendment to EFHAC’s amended and restated certificate of incorporation extending the date by which EFHAC has to consummate a business combination up to nine times, each by an additional one-month, from June 13, 2023 to March 13, 2024 by depositing into the trust account (the “Trust Account”) the lesser of $80,000 and $0.04 for each outstanding share of common stock sold in EFHAC’s initial public offering (the “IPO) for each one-month extension. On June 1, 2023, EFHAC filed such amendment to EFHAC’s amended and restated certificate of incorporation with the Delaware Secretary of State. In connection with the stockholders’ vote at the Special Meeting of Stockholders held by EFHAC on June 1, 2023, 8,007,353 shares were tendered for redemption, leaving 3,492,647 Public Shares outstanding. EFHAC has extended the date by which it has to consummate a business combination until December 13, 2023. Accordingly, EFHAC has until December 13, 2023 (or March 13, 2024 in the event the period of time to complete the initial business combination is fully extended) to consummate a business combination.

We anticipate that upon completion of the Business Combination, assuming no redemptions of the 3,492,647 shares of Common Stock sold by EFHAC to the public in its IPO (the “Public Shares”), EFHAC’s stockholders will retain an ownership interest of approximately 14.6% in the Combined Company, the ECD Securityholders (as defined below) will own approximately 74.5% of the Combined Company, the Initial Stockholders (as defined below) will own approximately 9.4% of the Combined Company, and EF Hutton (as defined below) will own approximately 1.5% of the Combined Company. If maximum Public Shares are redeemed, EFHAC’s stockholders will retain an ownership interest of approximately 6.9% in the Combined Company, the ECD Securityholders will own approximately 81.3% of the Combined Company, the Initial Stockholders will own approximately 10.2% of the Combined Company, and EF Hutton will own approximately 1.6% of the Combined Company. The ownership percentages with respect to the Combined Company do not take into account the issuance of any additional shares of Common Stock underlying the Public Warrants, the Private Warrants, the Common Shares Warrant, the Preferred Shares Warrant, the Series A Convertible Preferred Stock, or the Senior Secured Convertible Notes, but do take into account the issuance of 1,469,688 shares of the Combined Company Common Stock pursuant to the Rights (as defined below). If the actual facts are different from these assumptions (which they are likely to be), the percentage ownership retained by the EFHAC stockholders will be different. See “Unaudited Pro Forma Condensed Combined Financial Information.”

As of October 31, 2023, there was approximately $37,994,289 in EFHAC’s trust account (the “Trust Account”). On November 13, 2023, the record date for the EFHAC Special Meeting of stockholders, the last sale price of EFHAC’s Public Shares was $10.50.

Each stockholder’s vote is very important. Whether or not you plan to participate in the virtual EFHAC Special Meeting, please submit your proxy card without delay. Stockholders may revoke proxies at any time before they are voted at the meeting. Voting by proxy will not prevent a stockholder from voting virtually at the EFHAC Special Meeting if such stockholder subsequently chooses to participate in the EFHAC Special Meeting.

We encourage you to read this proxy statement/prospectus carefully. In particular, you should review the matters discussed under the caption “Risk Factors” beginning on page 32.

EFHAC’s board of directors recommends that EFHAC stockholders vote “FOR” approval of each of the proposals.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued in the Business Combination or otherwise, or passed upon the adequacy or accuracy of this proxy statement/prospectus. Any representation to the contrary is a criminal offense.

This proxy statement/prospectus is dated November 13, 2023, and is first being mailed to stockholders of EFHAC on or about November 15, 2023 .

EF HUTTON ACQUISITION CORPORATION I

24 Shipyard Drive, Suite 102

Hingham, MA 02043

Telephone: (929) 528-0767

NOTICE OF SPECIAL MEETING OF

EF HUTTON ACQUISITION CORPORATION I STOCKHOLDERS

To Be Held on December 7, 2023

To EF Hutton Acquisition Corporation I Stockholders:

NOTICE IS HEREBY GIVEN, that you are cordially invited to attend a meeting of the stockholders of EF Hutton Acquisition Corporation I (“EFHAC,” “we”, “our”, or “us”), which will be held at 10:30 a.m., Eastern time, on December 7, 2023, at https://www.cstproxy.com/efhuttonspaci/sm2023 (the “EFHAC Special Meeting”). In light of COVID-19, we will hold the EFHAC Special Meeting virtually. You can participate in the virtual EFHAC Special Meeting as described in “The EFHAC Special Meeting,” as follows:

Meeting Date: Thursday, December 7, 2023

Meeting Time: 10:30 a.m.

Special Meeting-meeting webpage (information, webcast, telephone access and replay):

https://www.cstproxy.com/efhuttonspaci/sm2023

Telephone access (listen-only):

Within the U.S. and Canada: 1 800-450-7155 (toll-free)

Outside of the U.S. and Canada: +1 857-999-9155 (standard rates apply)

Conference ID: 1848398#

During the EFHAC Special Meeting, EFHAC’s stockholders will be asked to consider and vote upon the following proposals, which we refer to herein as the “Proposals”:

The Business Combination Proposal is conditioned upon the approval of proposals 2, 3 and 5. It is important for you to note that, if our stockholders do not approve the Business Combination Proposal, EFHAC will not consummate the Business Combination. If EFHAC does not consummate the Business Combination and fails to complete an initial business combination by December 13, 2023 (or March 13, 2024, if the period of time to complete its initial business combination is fully extended in accordance with its Certificate of Incorporation), EFHAC will be required to dissolve and liquidate, unless we seek stockholder approval to amend our Certificate of Incorporation to extend the date by which the Business Combination may be consummated.

Approval of the Business Combination Proposal, the Advisory Proposals, the Nasdaq Proposal, the Plan Proposal and the Adjournment Proposal will each require the affirmative vote of the holders of a majority of the issued and outstanding shares of Common Stock present by virtual attendance or represented by proxy and entitled to vote at the EFHAC Special Meeting or any adjournment thereof. Approval of the NTA Requirement Amendment Proposal and the Charter Amendment Proposal will require the affirmative vote of a majority of the issued and outstanding shares of Common Stock.

On June 1, 2023, EFHAC’s stockholders approved an amendment to EFHAC’s amended and restated certificate of incorporation extending the date by which EFHAC has to consummate a business combination up to nine times, each by an additional one-month, from June 13, 2023 to March 13, 2024 by depositing into the Trust Account the lesser of $80,000 and $0.04 for each outstanding share of common stock sold in EFHAC’s IPO for each one-month extension. On June 1, 2023, EFHAC filed such amendment to EFHAC’s amended and restated certificate of incorporation with the Delaware Secretary of State. In connection with the stockholders’ vote at the Special Meeting of Stockholders held by EFHAC on June 1, 2023, 8,007,353 shares were tendered for redemption, leaving 3,492,647 Public Shares outstanding. EFHAC has extended the date by which it has to consummate a business combination until December 13, 2023. Accordingly, EFHAC has until December 13, 2023 (or by March 13, 2024 if the time to complete its initial business combination is extended) to consummate a business combination.

As of November 13, 2023, there were 6,625,147 shares of Common Stock issued and outstanding and entitled to vote. Only EFHAC stockholders who hold Common Stock of record as of the close of business on November 13, 2023 are entitled to vote at the EFHAC Special Meeting or any adjournment of the EFHAC Special Meeting. This proxy statement/prospectus is first being mailed to EFHAC stockholders on or about November 15, 2023.

Investing in EFHAC’s securities involves a high degree of risk. See “Risk Factors” beginning on page 32 for a discussion of information that should be considered in connection with an investment in EFHAC’s securities.

YOUR VOTE IS VERY IMPORTANT. PLEASE VOTE YOUR SHARES PROMPTLY.

Whether or not you plan to participate in the virtual EFHAC Special Meeting, please complete, date, sign and return the enclosed proxy card without delay, or submit your proxy through the internet or by telephone as promptly as possible in order to ensure your representation at the EFHAC Special Meeting no later than the time appointed for the EFHAC Special Meeting or adjourned meeting. Voting by proxy will not prevent you from voting your shares of Common Stock online if you subsequently choose to participate in the virtual EFHAC Special Meeting. Please note, however, that if your shares are held of record by a broker, bank or other agent and you wish to vote at the EFHAC Special Meeting, you must obtain a proxy issued in your name from that record. Only stockholders of record at the close of business on the record date may vote at the EFHAC Special Meeting or any adjournment or postponement thereof. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not participate in the virtual EFHAC Special Meeting, your shares will not be counted for purposes of determining whether a quorum is present at, and the number of votes voted at, the EFHAC Special Meeting.

You may revoke a proxy at any time before it is voted at the EFHAC Special Meeting by executing and returning a proxy card dated later than the previous one, by participating in the virtual EFHAC Special Meeting and casting your vote by hand or by ballot (as applicable) or by submitting a written revocation to Advantage Proxy, that is received by the proxy solicitor before we take the vote at the EFHAC Special Meeting. If you hold your shares through a bank or brokerage firm, you should follow the instructions of your bank or brokerage firm regarding revocation of proxies.

EFHAC’s board of directors recommends that EFHAC stockholders vote “FOR” approval of each of the proposals. When you consider EFHAC’s Board of Director’s recommendation of these proposals, you should keep in mind that EFHAC’s directors and officers have interests in the Business Combination that may conflict or differ from your interests as a stockholder. See the section titled “Proposal 1 - The Business Combination Proposal — Interests of Certain Persons in the Business Combination .”

If you have any questions or need assistance voting your shares, please call our proxy solicitor, Advantage Proxy, at (877) 870-8565. On behalf of the EFHAC Board of Directors, I thank you for your support and we look forward to the successful consummation of the Business Combination.

IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST (I) IF YOU: (A) HOLD PUBLIC SHARES, OR (B) HOLD PUBLIC SHARES THROUGH PUBLIC UNITS AND YOU SEPARATE YOUR PUBLIC UNITS INTO THE UNDERLYING PUBLIC SHARES, WARRANTS AND RIGHTS PRIOR TO EXERCISING YOUR REDEMPTION RIGHTS WITH RESPECT TO THE PUBLIC SHARES; AND (II) PRIOR TO 5:00 P.M., EASTERN TIME, ON DECEMBER 5, 2023, (A) SUBMIT A WRITTEN REQUEST TO CONTINENTAL THAT EFHAC REDEEM YOUR PUBLIC SHARES FOR CASH AND (B) DELIVER YOUR PUBLIC SHARES TO CONTINENTAL, PHYSICALLY OR ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM, IN EACH CASE, IN ACCORDANCE WITH THE PROCEDURES DESCRIBED IN THE PROXY STATEMENT/PROSPECTUS. IF THE BUSINESS COMBINATION IS NOT CONSUMMATED, THEN THE PUBLIC SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE “THE EFHAC SPECIAL MEETING — REDEMPTION RIGHTS” IN THIS PROXY STATEMENT/PROSPECTUS FOR MORE SPECIFIC INSTRUCTIONS.

TABLE OF CONTENTS

ABOUT THIS PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form S-4 filed with the U.S. Securities and Exchange Commission (the “SEC”) by EFHAC, constitutes a prospectus of EFHAC under the Securities Act, with respect to the shares of Common Stock of EFHAC to be issued to ECD’s stockholders pursuant to the Merger Agreement. This document also constitutes a proxy statement of EFHAC under Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and an information statement of ECD under Section 14(c) of the Exchange Act.

You should rely only on the information contained in this proxy statement/prospectus in deciding how to vote on the Business Combination. Neither EFHAC nor ECD has authorized anyone to give any information or to make any representations other than those contained in this proxy statement/prospectus. Do not rely upon any information or representations made outside of this proxy statement/prospectus. The information contained in this proxy statement/prospectus may change after the date of this proxy statement/prospectus. Do not assume after the date of this proxy statement/prospectus that the information contained in this proxy statement/prospectus is still correct.

Information contained in this proxy statement/prospectus regarding EFHAC and its business, operations, management and other matters has been provided by EFHAC, and information contained in this proxy statement/prospectus regarding ECD and its business, operations, management and other matters has been provided by ECD.

This proxy statement/prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities, or the solicitation of a proxy or consent, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction. For additional information, see item “Where You Can Find More Information”.

MARKET AND INDUSTRY DATA

Certain information contained in this document relates to or is based on studies, publications, surveys and other data obtained from third-party sources and EFHAC’s and ECD’s own internal estimates and research. We believe our internal research and these third-party sources to be reliable as of the date of this proxy statement/prospectus.

TRADEMARKS

This document contains references to trademarks, trade names and service marks belonging to other entities. Solely for convenience, trademarks, trade names and service marks referred to in this proxy statement/prospectus may appear without the ® or TM symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by any other companies.

FREQUENTLY USED TERMS

Unless otherwise stated in this proxy statement/prospectus, the terms, “we,” “us,” “our” or “EFHAC” refer to EF Hutton Acquisition Corporation I, a Delaware corporation. Further, in this document:

SHARE CALCULATIONS AND OWNERSHIP PERCENTAGES

Unless otherwise specified (including in the sections entitled “Unaudited Pro Forma Condensed Combined Financial Information” and “Beneficial Ownership of Securities”), the share calculations and ownership percentages set forth in this proxy statement/prospectus with respect to EFHAC’s stockholders following the Business Combination are for illustrative purposes only and assume the following (certain capitalized terms below are defined elsewhere in this proxy statement/prospectus):

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus contains forward-looking statements, including statements about the parties’ ability to close the Business Combination, the anticipated benefits of the Business Combination, and the financial condition, results of operations, earnings outlook and prospects of EFHAC and/or ECD and may include statements for the period following the consummation of the Business Combination. Forward-looking statements appear in a number of places in this proxy statement/prospectus including, without limitation, in the sections titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of ECD” and “Information about ECD.” In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Forward-looking statements are typically identified by words such as “plan,” “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “continue,” “could,” “may,” “might,” “possible,” “potential,” “predict,” “should,” “would” and other similar words and expressions, but the absence of these words does not mean that a statement is not forward-looking.

The forward-looking statements are based on the current expectations of the management of EFHAC and ECD 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. These risks and uncertainties include, but are not limited to, those factors described in “Risk Factors,” those discussed and identified in public filings made with the SEC by EFHAC and the following:

Should one or more of these risks or uncertainties materialize or should any of the assumptions made by the management of EFHAC and ECD prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements.

All subsequent written and oral forward-looking statements concerning the Business Combination or other matters addressed in this proxy statement/prospectus and attributable to EFHAC, ECD or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this proxy statement/prospectus. Except to the extent required by applicable law or regulation, EFHAC and ECD undertake no obligation to update these forward-looking statements to reflect events or circumstances after the date of this proxy statement/prospectus or to reflect the occurrence of unanticipated events.

QUESTIONS AND ANSWERS ABOUT THE PROPOSED BUSINESS COMBINATION AND

THE OTHER PROPOSALS TO BE PRESENTED AT THE EFHAC SPECIAL MEETING

The following are answers to some questions that you, as a stockholder of EFHAC or ECD, may have regarding the Business Combination and the Proposals being considered at the EFHAC Special Meeting. We urge you to read carefully the remainder of this proxy statement/prospectus because the information in this section does not provide all the information that might be important to you with respect to the Business Combination and the Proposals being considered at the EFHAC Special Meeting. Additional important information is also contained in the annexes to this proxy statement/prospectus.

QUESTIONS AND ANSWERS ABOUT THE PROPOSED BUSINESS COMBINATION — EFHAC STOCKHOLDERS AND ECD SECURITYHOLDERS

The following table sets forth the ownership percentages of the Combined Company upon completion of the Business Combination assuming minimum redemptions, mid-point redemptions and maximum redemptions, including all sources of potential dilution. The ownership percentages reflected in the table are based upon the number of shares of Common Stock and ECD Common Stock outstanding as of June 30, 2023 and are subject to the following additional assumptions:

If any of these assumptions are not correct, these share numbers and ownership percentages will be different.

¹ Includes 3,900,000 shares of Common Stock convertible from the Series A Convertible Preferred Stock, 1,091,525 shares of Common Stock underlying the Common Shares Warrant, and 2,910,734 shares of Common Stock underlying the Preferred Shares Warrant.

² Includes 1,819,209 shares of Common Stock convertible from the Senior Secured Convertible Notes.

³ Includes 11,500,000 shares of Common Stock underlying the Public Warrants.

⁴ Includes 257,500 shares of Common Stock underlying the Private Warrants.

EFHAC has not received notice from any of the underwriters in the IPO of EFHAC concerning any such underwriters ceasing involvement in EFHAC’s proposed business combination transaction with ECD.

EF Hutton has also agreed to assist EFHAC in connection with raising capital in connection with the proposed business combination. EFHAC and EF Hutton have entered into a written investment banking agreement, pursuant to which EF Hutton shall earn and be paid a fee equal to 8% of all capital raised, expenses not to exceed $100,000 and a non-accountable expense allowance equal to 1% of capital raised. EFHAC also granted EF Hutton a right of first refusal to (i) serve as lead book-running managing underwriter, lead placement agent, lead arranger, lead financial advisor, lead structuring agent, or in any other similar capacity, on EF Hutton’s customary terms, in the event EFHAC otherwise uses (or seeks to retain or use) the services of an investment bank or similar financial advisor to pursue at any time during the term of this Agreement or within twenty-four (24) months after the expiration or termination of this Agreement, a registered, underwritten public offering of equity or debt securities, a private placement of equity securities, other financing or capital raise (including ATM offerings), a merger, acquisition of another company or business, change of control, a sale of the Company, a joint venture, a sale of all or substantially all assets, a securitization of assets, or other similar transaction (regardless of whether the Company would be considered an acquiring party, a selling party or neither in such transaction) and (ii) provide a forward purchase arrangement or similar type of equity line financing.

On October 14, 2023, EFHAC, EF Hutton and ECD 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 placement fee EF Hutton is entitled to as a result of the Note Financing, in the aggregate amount of $1,370,000 in exchange for the Combined Company providing EF Hutton: (1) a cash payment in the amount of $500,000 and (2) issuing EF Hutton, or its designees, 500,000 shares of Parent Common Stock. A copy of the Satisfaction and Discharge Agreement, dated October 14, 2023, is attached hereto as Exhibit 10.22 and is incorporated herein.

QUESTIONS AND ANSWERS ABOUT THE PROPOSED BUSINESS COMBINATION AND THE OTHER PROPOSALS — EFHAC STOCKHOLDERS

Proposal 2 — The NTA Requirement Amendment Proposal requires the affirmative vote of the majority of the issued and outstanding shares of Common Stock. Abstentions and broker non-votes will have the effect of a vote “AGAINST” Proposal 2.

Proposal 3 — The Charter Amendment Proposal requires the affirmative vote of the majority of the issued and outstanding shares of Common Stock. Abstentions and broker non-votes will have the effect of a vote “AGAINST” Proposal 3.

Proposal 4 — The Advisory Proposals, being presented as four separate sub-proposals (Proposals 4A–4D), require the affirmative vote of the majority of the issued and outstanding shares of Common Stock present in person by virtual attendance or represented by proxy and entitled to vote. Abstentions will have the effect of a vote “AGAINST” Proposals 4A–4D. Broker non-votes will have no effect on the vote for Proposals 4A–4D.

Proposal 5 — The Nasdaq Proposal requires the affirmative vote of the majority of the issued and outstanding shares of Common Stock present by virtual attendance or represented by proxy and entitled to vote at the EFHAC Special Meeting. Abstentions will have the effect of a vote “AGAINST” Proposal 5. Broker non-votes will have no effect on the vote for Proposal 5.

Proposal 6 — The Plan Proposal requires the affirmative vote of the majority of the issued and outstanding shares of Common Stock present by virtual attendance or represented by proxy and entitled to vote at the EFHAC Special Meeting. Abstentions will have the effect of a vote “AGAINST” Proposal 6. Broker non-votes will have no effect on the vote for Proposal 6.

Proposal 7 — The Adjournment Proposal requires the affirmative vote of the majority of the issued and outstanding shares of Common Stock present by virtual attendance or represented by proxy and entitled to vote at the EFHAC Special Meeting. Abstentions will have the effect of a vote “AGAINST” Proposal 7. Broker-non votes have no effect on the vote for Proposal 7.

These interests may influence the Board in making their recommendation that you vote in favor of the approval of the Business Combination. In addition to the foregoing, EFHAC’s Current Charter excludes the corporate opportunity doctrine, and any other analogous doctrine, from applying to directors and officers of EFHAC unless such corporate opportunity is offered to a director or officer solely in his or her capacity as a director or officer of EFHAC and such opportunity is one EFHAC is legally and contractually permitted to undertake and would otherwise be reasonable for EFHAC to pursue. The potential conflict of interest relating to the waiver of the corporate opportunities doctrine in EFHAC’s Current Charter did not impact its search for an acquisition target and EFHAC was not prevented from reviewing any opportunities as a result of such waiver.

Other than as described above, EFHAC’s officers and directors and their respective affiliates have no interest in, or affiliation with, ECD.

Any corrected or changed written demand of redemption rights must be received by Continental two business days before the EFHAC Special Meeting. No demand for redemption will be honored unless the holder’s shares have been delivered (either physically or electronically) to Continental at least two business days before the EFHAC Special Meeting.

Holders of outstanding Units must separate the underlying securities into one Public Share, one Warrant and one Right for each Unit, prior to exercising redemption rights with respect to the Public Shares. Holders of Units who separate the underlying securities will continue to hold the remaining one Warrant and one Right.

Assuming that 100% or 3,492,647 Public Shares held by public stockholders were redeemed, the 11,500,000 retained outstanding Public Warrants would have had an aggregate market value of approximately $287.5 thousand on October 31, 2023 based on the closing price of the Public Warrants on the Nasdaq of $0.025 per Warrant and the 11,500,000 retained outstanding public Rights would have had an aggregate market value of approximately $2.3 million on October 31, 2023 based on the closing price of the Rights on the Nasdaq of $0.20 per Right.

If a holder exercises his/her/its redemption rights with respect to all of the holder’s Public Shares, then such holder will be exchanging his/her/its Public Shares for cash and will no longer own shares of the Combined Company other than shares received in connection with the Rights. Such a holder will be entitled to receive cash for his/her/its Public Shares only if such holder properly demands redemption and delivers his/her/its Public Shares (either physically or electronically) to Continental in accordance with the procedures and time limits described herein. Please see the section titled “The EFHAC Special Meeting — Redemption Rights” for the procedures to be followed if you wish to redeem your Public Shares for cash.

EFHAC stockholders may seek to have their Public Shares redeemed regardless of whether they vote for or against the Business Combination and whether or not they are holders of Common Stock as of the Record Date. Any public stockholder who holds shares of Common Stock on or before December 5, 2023 (two business days before the EFHAC Special Meeting) will have the right to demand that his, her or its shares be redeemed for a pro rata share of the aggregate amount then on deposit in the Trust Account, less any taxes then due but not yet paid, at the consummation of the Business Combination.

The actual per share redemption price will be equal to the aggregate amount then on deposit in the Trust Account (before payment of deferred underwriting commissions and including interest earned on their pro rata portion of the Trust Account, net of taxes payable), divided by the number of shares of Common Stock underlying the EFHAC Units sold in the IPO. Public stockholders who redeem their Public Shares for their share of the Trust Account still have the right to continue to hold any Warrants and Rights they hold outside of such Public Shares. Please see the section titled “The EFHAC Special Meeting — Redemption Rights” for the procedures to be followed if you wish to redeem your shares of Common Stock for cash.

To vote online at the virtual EFHAC Special Meeting, follow the instructions below under “How may I participate in the virtual EFHAC Special Meeting?”

To vote using the proxy card, please complete, sign and date the proxy card and return it in the prepaid envelope. If you return your signed proxy card before the EFHAC Special Meeting, we will vote your shares as you direct.

To vote via the telephone, you can vote by calling the telephone number on your proxy card. Please have your proxy card handy when you call. Easy-to-follow voice prompts will allow you to vote your shares and confirm that your instructions have been properly recorded.

To vote via the Internet, please go to https://www.cstproxy.com/efhuttonspaci/sm2023 and follow the instructions. Please have your proxy card handy when you go to the website. As with telephone voting, you can confirm that your instructions have been properly recorded.

Telephone and Internet voting facilities for stockholders of record will be available 24 hours a day until 11:59 p.m. Eastern Time on December 6, 2023. After that, telephone and Internet voting will be closed, and if you want to vote your shares, you will either need to ensure that your proxy card is received before the date of the EFHAC Special Meeting or attend the virtual EFHAC Special Meeting to vote your shares online.

If your shares are registered in the name of your broker, bank or other agent, you are the “beneficial owner” of those shares and those shares are considered as held in “street name.” If you are a beneficial owner of shares registered in the name of your broker, bank or other agent, you should have received a proxy card and voting instructions with these proxy materials from that organization rather than directly from us. Simply complete and mail the proxy card to ensure that your vote is counted. You may be eligible to vote your shares electronically over the Internet or by telephone. A large number of banks and brokerage firms offer Internet and telephone voting. If your bank or brokerage firm does not offer Internet or telephone voting information, please complete and return your proxy card in the self-addressed, postage-paid envelope provided.

If you plan to vote at the virtual EFHAC Special Meeting, you will need to contact Continental at the phone number or email below to receive a control number and you must obtain a legal proxy from your broker, bank or other nominee reflecting the number of shares of Common Stock you held as of the Record Date, your name and email address. You must contact Continental for specific instructions on how to receive the control number. Please allow up to 48 hours prior to the EFHAC Special Meeting for processing your control number.

After obtaining a valid legal proxy from your broker, bank or other agent, to then register to attend the EFHAC Special Meeting, you must submit proof of your legal proxy reflecting the number of your shares along with your name and email address to Continental. Requests for registration should be directed to Continental at: https://www.cstproxy.com/efhuttonspaci/sm2023.

You will receive a confirmation of your registration by email after we receive your registration materials. We encourage you to access the EFHAC Special Meeting prior to the start time leaving ample time for the check in.

You can pre-register to attend the virtual EFHAC Special Meeting by going to https://www.cstproxy.com/efhuttonspaci/sm2023, enter the control number found on your proxy card you previously received, as well as your name and email address. Once you pre-register you can vote. At the start of the EFHAC Special Meeting you will need to re-log into https://www.cstproxy.com/efhuttonspaci/sm2023 using your control number.

If your shares are held in street name, and you would like to join and not vote, Continental will issue you a guest control number. Either way, you must contact Continental for specific instructions on how to receive the control number. Please allow up to 48 hours prior to the EFHAC Special Meeting for processing your control number.

The Notice of EFHAC Special Meeting, proxy statement/prospectus and form of Proxy Card are available at: https://www.cstproxy.com/efhuttonspaci/sm2023.

Each of the Proposals to be presented at the EFHAC Special Meeting is a non-discretionary proposal. Accordingly, if you are a beneficial owner and you do not provide voting instructions to your broker, bank or other holder of record holding shares for you, your shares will not be voted with respect to any of the Proposals. A broker non-vote would have the same effect as a vote against the NTA Requirement Amendment Proposal or the Charter Amendment Proposal and will have no effect on the Business Combination Proposal.

Advantage Proxy, Inc.

P.O. Box 10904

Yakima, WA 98909

Toll Free Telephone: (877) 870-8565

Main Telephone: (206) 870-8565

E-mail: ksmith@advantageproxy

Unless revoked, a proxy will be voted at the virtual EFHAC Special Meeting in accordance with the stockholder’s indicated instructions. In the absence of instructions, proxies will be voted FOR each of the Proposals.

Advantage Proxy, Inc.

P.O. Box 10904

Yakima, WA 98909

Toll Free Telephone: (877) 870-8565

Main Telephone: (206) 870-8565

E-mail: ksmith@advantageproxy

You may also obtain additional information about EFHAC from documents filed with the SEC by following the instructions in the section titled “Where You Can Find More Information.”

QUESTIONS AND ANSWERS ABOUT THE PROPOSED BUSINESS COMBINATION — ECD SECURITY HOLDERS

SUMMARY

This summary highlights selected information from this proxy statement/prospectus but may not contain all of the information that may be important to you. Accordingly, EFHAC encourages you to read carefully this entire proxy statement, including the Merger Agreement attached as Annex A. Please read these documents carefully as they are the legal documents that govern the Business Combination and your rights in the Business Combination.

Unless otherwise specified, all share calculations assume no exercise of the redemption rights by EFHAC’s stockholders.

The Parties to the Business Combination

EF Hutton Acquisition Corporation I

EF Hutton Acquisition Corporation I is a blank check company incorporated as a Delaware corporation on March 3, 2021. EFHAC was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities.

EFHAC’s principal executive offices are located at 24 Shipyard Drive, Suite 102, Hingham, MA 02043 and its telephone number is (929) 528-0767.

EFHAC Merger Sub, Inc.

EFHAC Merger Sub, Inc. is a Florida corporation formed on February 28, 2023, as a wholly-owned subsidiary of EFHAC for the sole purpose of effecting the Business Combination.

Merger Sub’s principal executive offices are located at 24 Shipyard Drive, Suite 102, Hingham, MA 02043 and its telephone number is (929) 528-0767.

Humble Imports Inc.

Humble Imports Inc, d/b/a ECD Auto Design (“ECD” or the “Company”), is a Florida corporation formed on March 6, 2013.

ECD is a creator of restored luxury vehicles. ECD’s work focuses on the highest quality customer experience and its vehicles aim to combine classic English beauty with modern performance. 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 craftsmen who are master-certified by the National Institute for Automotive Service Excellence (the “ASE”). With the client at the center of the design process, designers work with the client and then configure each build, from the engine, the color, the seating, the stitching, the electronics and the cosmetic finishes. ECD’s headquarters, known as the “Rover Dome,” is a 100,000-square-foot facility located in Kissimmee, FL that is home to 65 employees, including 60 talented craftsmen and technicians, who combined hold 61 certifications by the ASE, and 5 master level certifications.

In July 2021, two of our founders, Emily Humble and Thomas Humble, opened ECD UK, an affiliated entity of ECD. ECD UK acts as our UK logistic center, and it sources vehicles that meet our standards and specific budget. ECD UK purchases such vehicles and ships them to ECD’s facility in Florida. ECD UK also assists in sourcing rare, obsolete or special parts required in ECD’s build process. We fund, on a monthly basis, the costs of those vehicles and parts, as well as ECD UK’s operating expenses, including rent and payroll. ECD UK currently has four (4) full-time employees and one (1) sub-contractor in the UK. Our affiliation with ECD UK enables us to control our process from the sourcing of the base vehicles to the delivery of the customized product to the customer. On June 7, 2023, we consummated the UK Contribution through a Stock Purchase Agreement, dated June 7, 2023 (the “UK SPA”), by and between Emily Jayne Humble, ECD Auto Design UK, Ltd. and Humble Imports Inc. d/b/a ECD Auto Design. Pursuant to the UK SPA, ECD acquired 100% of the ordinary shares issued by ECD UK, and now ECD UK is a wholly owned subsidiary of ECD. A copy of the UK SPA is attached as Exhibit 10.14 hereto and is incorporated herein by reference.

ECD’s principal executive offices are located at 4930 Industrial Lane, Kissimmee, FL 34758, and its telephone number is (407) 483-4825.

The Merger Agreement

On March 3, 2023, EF Hutton Acquisition Corporation I (the “EFHAC” or the “Parent”) entered into a Merger Agreement with ECD, ECD UK, and Merger Sub and Scott Wallace, as the Securityholder Representative, pursuant to which Merger Sub will merge with and into the Company with the Company as the surviving corporation and becoming a wholly-owned subsidiary of Parent (the “Merger”). In connection with the Merger, the Parent will change its name to “ECD Automotive Design, Inc.” or such other name designated by the Company by notice to Parent. The Board of Directors of the Registrant (the “Board”) has unanimously (i) approved and declared advisable the Merger Agreement, the Merger and the other transactions contemplated thereby, and (ii) resolved to recommend approval of the Merger Agreement and related matters by the stockholders of EFHAC. On October 14, 2023, the Parent, the Company, ECD UK, Merger Sub and Scott Wallace, as the Securityholder Representative entered into an amendment to the Merger Agreement. A copy of the Merger Agreement and the First Amendment to the Merger Agreement, dated as of October 14, 2023 is filed as Exhibit 2.1 hereto and is incorporated herein by reference.

Company Securities

Merger Consideration. At the closing of the Merger, the Parent will issue (a) 25.1 million shares of its common stock, par value $0.0001 per share (the “Parent Common Stock”), (b) 39,000 shares of EFHAC Series A Convertible Preferred Stock, (c) a warrant to purchase 1,091,525 shares of EFHAC Common Stock (“Common Shares Warrant”) and (d) a warrant to purchase 15,819 shares of EFHAC Series A Preferred Stock (“Preferred Shares Warrant”) to the ECD Securityholders, as further described in the Merger Agreement. Parent will also pay the ECD Initial Securityholders a cash payment of $2,000,000 as consideration for the Merger.

Note Financing

Parent and the Company shall use commercially reasonable efforts to close the Note Financing in connection with the Business Combination.

Representations and Warranties

The Merger Agreement contains customary representations and warranties of the parties thereto with respect to, among other things, (i) entity organization, good standing and qualification, (ii) capital structure, (iii) authorization to enter into the Merger Agreement, (iv) compliance with laws and permits, (v) taxes, (vi) financial statements and internal control over financial reporting, (vii) real and personal property, (viii) material contracts, (ix) environmental matters, (x) absence of changes, (xi) employee matters, (xii) litigation, and (xiii) brokers and finders.

Covenants

The Merger Agreement includes customary covenants of the parties with respect to operation of their respective businesses prior to consummation of the Merger and efforts to satisfy conditions to consummation of the Merger. The Merger Agreement also contains additional covenants of the parties, including, among others, covenants providing for the Registrant and the Company to use reasonable best efforts to cooperate in the preparation of the Registration Statement and Proxy Statement (as each such term is defined in the Merger Agreement) required to be filed in connection with the Merger and to obtain all requisite approvals of their respective stockholders including, in the case of the Registrant, approvals of the restated certificate of incorporation, the post-closing board of directors and the share issuance under Nasdaq rules. The Registrant has also agreed to include in the Proxy Statement the recommendation of its board that stockholders approve all of the proposals to be presented at the special meeting.

Exclusivity

Each of the Registrant and the Company has agreed that from the date of the Merger Agreement to the earlier of the closing of the Merger and the termination of the Merger Agreement, neither the Company nor the Parent will: (i) encourage, solicit, initiate, engage or participate in negotiations with any party concerning any alternative transaction, (ii) take any other action intended or designed to facilitate the efforts of any person relating to a possible alternative transaction or (iii) approve, recommend or enter into any alternative transaction or any contract or agreement related to any alternative transaction.

Conditions to Closing

The consummation of the Merger is conditioned upon customary closing conditions including: (i) no authority having enacted, issued, promulgated, enforced or entered any law or order which is then in effect that makes the transactions contemplated by the Merger Agreement illegal or otherwise prohibits consummation of such transactions; (ii) no legal action having been commenced or asserted in writing (and not orally) by any authority to enjoin or otherwise materially restrict the consummation of the Closing; (iii) the approval of the Merger Agreement by the requisite vote of the stockholders of the Company; (iv) each of the Required Parent Proposals (as defined in the Merger Agreement) having been approved at Parent’s stockholder meeting; (v) the combined company’s initial listing application filed with Nasdaq in connection with the Merger having been approved; (vi) the Form S-4 filed by the Registrant relating to the Merger Agreement and the Merger will have been declared effective and no stop order suspending the effectiveness of the Form S-4 will have been issued by the SEC that remains in effect and no proceeding seeking such a stop order will have been initiated by the SEC and not withdrawn; (vii) the Parent Closing Cash shall equal or exceed $65,000,000, (viii) each party having performed or complied with the provisions of the Merger Agreement applicable to it, subject to agreed-upon standards; (ix) the truth and accuracy of each party’s representations and warranties included in the Merger Agreement, subject to agreed-upon standards; (x) the absence of any material adverse effect with respect to a party to the Merger Agreement; (xi) the receipt of a certificate, dated as of the Closing, signed by the respective Chief Executive Officer certifying the compliance with various closing conditions; (xii) the execution by the relevant party or parties of all ancillary documents; (xiii) the Company will have delivered to Parent a duly executed certificate conforming to the requirements of Sections 1.897-2(h)(1)(i) and 1.1445-2(c)(3)(i) of the United States Treasury regulations, and a notice to be delivered to the United States Internal Revenue Service as required under Section 1.897-2(h)(2) of the United States Treasury regulations, each dated no more than 30 days prior to the Closing Date and in form and substance reasonable acceptable to Parent; (xiv) no more than 5% of the issued and outstanding shares of Company Capital Stock having exercised dissenters’ rights of appraisal; (xv) the Company having provided each Company Consent set forth on Schedule 4.8 of the Merger Agreement; (xvi) the Company having delivered to Parent the financial statements required to be included in the Parent’s SEC Documents and the 2022 Audited Financial Statements prior to June 30, 2023; (xvii) each Company Securityholder listed on Schedule 7.4(a) of the Merger Agreement will have entered into a Company Lock-Up Agreement with respect to such Company Securityholder’s Merger Consideration Shares (as defined in the Merger Agreement); (xviii) the UK Contribution has been completed in accordance with the terms set forth in this Agreement; (xviii) the Amended Parent Charter will have been filed with the Delaware Secretary of State and become effective; (xix) the Company will have received a certificate, dated as of the Closing Date, from the Secretary of each of Parent and Merger Sub certifying certain matters; (xx) Parent will have received a certificate from the Company’s Secretary, dated as of the Closing Date certifying to certain matters; (xxi) each of Parent, Sponsor or other stockholder of Parent, as applicable, will have executed and delivered to the Company a copy of each Additional Agreement to which Parent, Sponsor or such other stockholder of Parent, as applicable, is a party; (xxii) the receipt by the Company of the resignations of the Registrant’s directors; and (xxiii) the post-Effective Time Parent Board of Directors and Company Board of Directors being in compliance with the size and composition requirements of the Merger Agreement.

Termination

The Merger Agreement may be terminated at any time prior to the Closing as follows: (i) by the Parent or the Company, in the event that (a) the Closing of the transactions has not occurred by November 13, 2023 (such date, the “Outside Closing Date”); (ii) if any authority has issued an order or enacted a law, having the effect of making the transactions contemplated by the Merger Agreement illegal or otherwise permanently restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated by the Merger Agreement, which order or law is final and non-appealable; provided that, the actions of the party seeking to terminate was not a substantial cause of, or substantially resulted in, such action by such authority; (iii) by mutual written consent of the parties; (iv) by either the Parent or the Company if the other has breached any representation, warranty, agreement or covenant contained in the Merger Agreement such that the conditions to Closing cannot be satisfied and such breach cannot be cured by the earlier of 30 days following receipt of written notice of such breach and the Outside Closing Date; and (v) by the Registrant, if: (a) at any time after the Company Stockholder Written Consent Deadline (as defined in the Merger Agreement) the Company has not received the Company Stockholder Approval.

Certain Related Agreements

Company Support Agreement

Concurrent with the execution of the Merger Agreement, certain stockholders of the Company entered into a Company Stockholder Support Agreement with the Registrant and the Company in which each such stockholder agreed to vote their shares of Company Capital Stock in favor of the Merger Agreement and the transactions contemplated thereby. Stockholders also agreed to waive any rights of appraisal, dissenter’s rights, and any similar rights under applicable law and not to sell or otherwise transfer any of their shares of Company Capital Stock unless the buyer, assignee, or transferee thereof executes a joinder agreement to the Company Stockholder Support Agreement.

Parent Support Agreement

Concurrent with the execution of the Merger Agreement, EF Hutton Partners, LLC (the “Sponsor”) and the pre-IPO investors in the Parent, entered into a Parent Stockholder Support Agreement with the Company and the Registrant in which the Sponsor and the pre-IPO investors in the Parent agreed to (i) not transfer any shares or redeem any shares of Parent Common Stock held by it unless the buyer, assignee, or transferee thereof executes a joinder agreement to the Parent Stockholder Support Agreement and (ii) to vote in favor of the adoption of the Merger Agreement and the other proposals to be presented at the special meeting of stockholders at which the Merger Agreement and related proposals are considered.

Additional Agreements to be Executed prior to Closing

Company Lock-up Agreement

The Merger Agreement provides that the Registrant, the Company and certain Company stockholders will enter into a lock-up agreement (the “Company Lock-Up Agreement”), pursuant to which such Company stockholders will agree, subject to certain customary exceptions, not to (i) sell, offer to sell, contract or agree to sell, pledge or otherwise dispose of, directly or indirectly, any shares of Parent Common Stock they receive in the Merger (the “Company Lock-Up Shares”), (ii) enter into a transaction that would have the same effect, (iii) enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the Company Lock-Up Shares, (iv) publicly disclose the intention to effect any transaction specified in clause (i) or (iii), or (v) engage in any short sales with respect to any security of Parent, until the date that is six months after the date on which the Effective Time occurs.

Sponsor Lock-up Agreement

The Merger Agreement provides that the Registrant, the Company and the Sponsor will enter into a sponsor lock-up agreement (the “Sponsor Lock-Up Agreement”), pursuant to which the Sponsor will not (i) offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any shares of Parent Common Stock held by them at the Effective Time (such shares, together with any securities convertible into or exchangeable for or representing the rights to receive shares of Parent Common Stock as of the Effective Time, the “Sponsor Lock-Up Shares”), (ii) enter into a transaction that would have the same effect, (iii) enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the Sponsor Lock-up Shares, (iv) publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement, or (v) engage in any short sales with respect to any security of the Parent, until the date that is six months after the date on which the Effective Time occurs.

Restrictive Covenant Agreement

Prior to Closing, Parent, the Company, and each of the Company Stockholders will enter into a restrictive covenant agreement (the “Restrictive Covenant Agreement”), pursuant to which the Company Stockholder acknowledges and agrees to certain non-compete and non-solicitation covenants for the benefit of the Company and the surviving company after the Merger.

Amended and Restated Registration Rights Agreement

Prior to Closing, Parent, the Company, certain holders of Company Common Stock, certain shareholders of Parent Common Stock, and the holders of the private units of Parent will enter into an amended and restated registration rights agreement (the “Amended and Restated Registration Rights Agreement”) pursuant to which, among other things, Parent will provide the above holders with certain rights relating to the registration for resale of the Parent Common Stock that they will receive at Closing.

Management Post-Closing

Effective as of the Closing, the Combined Company’s Board of Directors will consist of seven (7) directors as follows: Benjamin Piggott, Thomas Wood, Scott Wallace, Thomas Humble, and Emily Humble (collectively, the “Core Directors’), and Robert Machinist and Patrick Lavelle, four (4) of whom shall qualify as “Independent Directors” under Nasdaq Rule 5605(a)(2 ).

See “Directors and Executive Officers of the Combined Company After the Business Combination — Directors and Executive Officers” for additional information.

Voting Securities

As of the Record Date, there were 6,625,147 shares of Common Stock issued and outstanding. Only EFHAC stockholders who hold shares of Common Stock of record as of the close of business on November 13, 2023 are entitled to vote at the EFHAC Special Meeting or any adjournment thereof. Approval of the Business Combination Proposal, the Nasdaq Proposal, the Plan Proposal and the Adjournment Proposal will each require the affirmative vote of the holders of a majority of the issued and outstanding shares of Common Stock present in person by virtual attendance or represented by proxy and entitled to vote at the EFHAC Special Meeting or any adjournment thereof. Approval of the NTA Requirement Amendment Proposal and the Charter Amendment Proposal will require the affirmative vote of a majority of the issued and outstanding shares of Common Stock.

Attending the EFHAC Special Meeting either by virtual attendance or by submitting your proxy and abstaining from voting will have no effect with respect to the Business Combination Proposal, the Nasdaq Proposal, the Plan Proposal and the Adjournment Proposal and will have the same effect as voting against the NTA Requirement Amendment Proposal and the Charter Amendment Proposal and, assuming that a quorum is present, broker non-votes will have no effect on the Proposals, other than the NTA Requirement Amendment Proposal and the Charter Amendment Proposal, for which it will have the same effect as voting against the Proposals.

With respect to the Business Combination, pursuant to the Letter Agreement and the Sponsor Support Agreement, the Initial Stockholders, holding 3,132,500 shares (or 47.28% of the outstanding shares) of Common Stock, have agreed to vote its shares of Common Stock in favor of each of the Proposals. As a result, only 180,074 shares of Common Stock held by the public stockholders will need to be present by virtual attendance or by proxy to satisfy the quorum requirement for the meeting. In addition, as the vote to approve the Business Combination Proposal is a majority of the votes cast at a meeting at which a quorum is present, assuming only the minimum number of shares of Common Stock to constitute a quorum is present, no shares of Common Stock held by the public stockholders must vote in favor of the Business Combination Proposal for it to be approved.

Redemption Rights

Pursuant to EFHAC’s Certificate of Incorporation, holders of Public Shares may elect to have their shares redeemed for cash at the applicable redemption price per share equal to the quotient obtained by dividing (i) the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination, including interest (before deductions for taxes payable), by (ii) the total number of then-outstanding Public Shares. As of October 31, 2023, this would have amounted to approximately $10.87 per share, subject to reduction for the payment of taxes.

You will be entitled to receive cash for any Public Shares you elect to be redeemed only if you:

Holders of outstanding Units must separate the underlying Public Shares prior to exercising redemption rights with respect to the Public Shares. If the Units are registered in a holder’s own name, the holder must deliver the certificate for his/her/its Units to Continental, with written instructions to separate the Units into their individual component parts. This must be completed far enough in advance to permit the mailing of the certificates back to the holder so that the holder may then exercise his, her or its redemption rights upon the separation of the Public Shares from the Units.

If a holder exercises his/her/its redemption rights, then such holder will be exchanging his/her/its Public Shares for cash and will no longer own shares of the Combined Company other than any shares received in connection with the Rights. Such a holder will be entitled to receive cash for his/her/its Public Shares only if such holder properly demands redemption and delivers his/her/its Public Shares (either physically or electronically) to Continental in accordance with the procedures described herein. Please see the section titled “The EFHAC Special Meeting — Redemption Rights” for the procedures to be followed if you wish to redeem your Public Shares for cash.

Ownership of the Post-Business Combination Company After the Closing

We anticipate that upon completion of the Business Combination, assuming no redemptions of the 3,492,647 Public Shares, EFHAC’s stockholders will retain an ownership interest of approximately 14.6% in the Combined Company, the ECD Securityholders will own approximately 74.5% of the Combined Company, the Initial Stockholders will own approximately 9.4% of the Combined Company, and EF Hutton will own approximately 1.5% of the Combined Company. If maximum Public Shares are redeemed, EFHAC’s stockholders will retain an ownership interest of approximately 6.9% in the Combined Company, the ECD Securityholders will own approximately 81.3% of the Combined Company, the Initial Stockholders will own approximately 10.2% of the Combined Company, and EF Hutton will own approximately 1.6% of the Combined Company. The ownership percentages with respect to the Combined Company do not take into account the issuance of any additional shares of Common Stock underlying the Public Warrants, the Private Warrants, the Common Shares Warrant, the Preferred Shares Warrant, the Series A Convertible Preferred Stock, or the Senior Secured Convertible Notes, but do take into account the issuance of 1,469,688 shares of the Combined Company Common Stock pursuant to the Rights. If the actual facts are different from these assumptions (which they are likely to be), these ownership percentages will be different. See “Unaudited Pro Forma Condensed Combined Financial Information.”

The following summarizes the pro forma ownership of the Common Stock as of June 30, 2023, including Common Stock underlying Units, following the Business Combination under both the no redemption and maximum redemption scenarios:

All of the relative percentages above are for illustrative purposes only and are based upon certain assumptions as described in the section entitled “Share Calculations and Ownership Percentages” and, with respect to the determination of the “maximum redemptions,” the section entitled “Unaudited Pro Forma Condensed Combined Financial Statements.” Should one or more of the assumptions prove incorrect, actual ownership percentages may vary materially from those described in this proxy statement/prospectus as anticipated, believed, estimated, expected or intended. See “Unaudited Pro Forma Condensed Combined Financial Information.”

The following chart illustrates the ownership structure of the Combined Company immediately following the Business Combination. The equity interests shown below were calculated based on the assumptions that (i) no EFHAC stockholder exercises its redemption rights, (ii) none of the parties below purchase EFHAC common stock in the open market, and (iii) there are no other issuances of equity by EFHAC prior to or in connection with the consummation of the Business Combination. Notwithstanding the foregoing, the ownership percentages set forth below do not take into account the exercise of any EFHAC Warrants.

Interests of Certain Persons in the Business Combination

When you consider the recommendation of the Board in favor of adoption of the Business Combination Proposal and other Proposals, you should keep in mind that EFHAC’s directors and officers have interests in the Business Combination that are different from, or in addition to, your interests as a stockholder, including:

These interests may influence the Board in making their recommendation that you vote in favor of the approval of the Business Combination. In addition to the foregoing, EFHAC’s Current Charter excludes the corporate opportunity doctrine, and any other analogous doctrine, from applying to directors and officers of EFHAC unless such corporate opportunity is offered to a director or officer solely in his or her capacity as a director or officer of EFHAC and such opportunity is one EFHAC is legally and contractually permitted to undertake and would otherwise be reasonable for EFHAC to pursue. The potential conflict of interest relating to the waiver of the corporate opportunities doctrine in EFHAC’s Current Charter did not impact its search for an acquisition target and EFHAC was not prevented from reviewing any opportunities as a result of such waiver.

Other than as described above, EFHAC’s officers and directors and their respective affiliates have no interest in, or affiliation with, ECD.

ECD’s directors and officers also have interests in the Business Combination that are in addition to and apart from their interests as stockholders of ECD. The ECD Board was aware of these interests and considered them in approving the Merger Agreement and the Business Combination. These interests consist of the following:

See “Proposal 1 — The Business Combination Proposal — Interests of Certain Persons in the Business Combination” for additional information.

Accounting Treatment

The Business Combination will be accounted for as a “reverse recapitalization,” with no goodwill or other intangible assets recorded, in accordance with GAAP. A reverse recapitalization does not result in a new basis of accounting, and the financial statements of the combined entity represent the continuation of the financial statements of ECD in many respects.

Under this method of accounting, EFHAC will be treated as the “acquired” company for financial reporting purposes. For accounting purposes, ECD will be deemed to be the accounting acquirer in the transaction and, consequently, the transaction will be treated as a recapitalization of ECD (i.e. a capital transaction involving the issuance of stock by EFHAC for the stock of ECD). Accordingly, the consolidated assets, liabilities and results of operations of ECD will become the historical financial statements of the Combined Company, and EFHAC’s assets, liabilities and results of operations will be consolidated with ECD’s beginning on the acquisition date. Operations of EFHAC prior to the Business Combination will be presented as those of ECD in future reports. The net assets of ECD will be recognized at carrying value, with no goodwill or other intangible assets recorded.

Recommendations of the Board and Reasons for the Business Combination

After careful consideration of the terms and conditions of the Merger Agreement, the Board has determined that Business Combination and the transactions contemplated thereby are fair to, and in the best interests of, EFHAC and its stockholders. In reaching its decision with respect to the Business Combination and the transactions contemplated thereby, the Board reviewed various industry and financial data and the evaluation of materials provided by ECD. The Board did not obtain a fairness opinion on which to base its assessment. The Board recommends that EFHAC stockholders vote:

SUMMARY RISK FACTORS

In evaluating the Business Combination and the Proposals to be considered and voted on at the EFHAC Special Meeting, you should carefully review and consider the risk factors set forth under the section entitled “Risk Factors” beginning on page 32 of this proxy statement/prospectus. Some of these risks related to are summarized below. References in the summary below to “ECD” generally refer to ECD in the present tense or the Combined Company from and after the Business Combination.

The following summarizes certain principal factors that make an investment in the Combined Company speculative or risky, all of which are more fully described in the “Risk Factors” section below. This summary should be read in conjunction with the “Risk Factors” section and should not be relied upon as an exhaustive summary of the material risks facing EFHAC’s, ECD’s and/or the Combined Company’s business.

Risks Related to ECD

Risks Related to ECD’s Business and Industry

Risks Related to ECD’s and EFHAC’s Business

Risks Related to EFHAC’s Business and the Business Combination

Risks Related to the Combined Company Common Stock

SOURCES AND USES OF FUNDS FOR THE BUSINESS COMBINATION

Currently, EFHAC may not consummate the Business Combination unless it has net tangible assets of at least $5,000,001 upon consummation of the Business Combination. In the maximum redemption scenario, on a pro forma combined basis, we estimate that EFHAC’s net tangible assets would be $5.0 million. EFHAC may enter into agreements with holders of Public Shares in which the holders agree to not redeem their Public Shares so as to ensure that the net tangible assets test is satisfied. However, in Proposal 2, the stockholders are being asked to consider and vote upon a proposal to approve an amendment (the “NTA Requirement Amendment”) to the Amended and Restated Certificate of Incorporation of EFHAC to expand the methods that EFHAC may employ to not become subject to the “penny stock” rules of the Securities and Exchange Commission, and thus removing the requirement that EFHAC must have net tangible assets of at least $5,000,001 to consummate the Business Combination.

As of October 31, 2023, we had marketable securities held in the Trust Account of $37,994,289 (including interest income), consisting primarily of U.S. Treasury securities. Interest income on the balance in the trust account may be used by us to pay taxes.

We intend to use substantially all of the funds raised in the PIPE Financing and the funds held in the Trust Account, including any amounts representing interest earned on the trust account (less income taxes payable), to complete the Business Combination and fund the business of ECD. At the time of this filing, there is no commitment for the proposed PIPE Financing. To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the trust account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

As of June 30, 2023, we had cash held outside the Trust Account of $3,163. We intend to use the funds held outside the Trust Account primarily to fund working capital to consummate the Business Combination.

To finance transaction costs in connection with the Business Combination, or in connection with additional deposits into the Trust Account to extend the time available to us to consummate the Business Combination, the Sponsor or an affiliate of the Sponsor or certain of EFHAC’s officers and directors may, but are not obligated to, loan EFHAC funds on a non-interest-bearing basis as may be required. If EFHAC completes the Business Combination, EFHAC will repay such loaned amounts out of the proceeds of the PIPE Financing or funds remaining in the Trust Account. Otherwise, such loans would be repaid only out of funds held outside the Trust Account. In the event that the Business Combination does not close, EFHAC may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used to repay such loaned amounts. Up to $5,475,000 of such loans may be convertible into private units, at a price of $10.00 per unit at the option of the lender, upon consummation of the Business Combination.

SELECTED HISTORICAL FINANCIAL DATA OF EFHAC

EFHAC’s statement of operations data for the three and six months ended June 30, 2023 and 2022 and balance sheet data as of June 30, 2023 are derived from EFHAC’s unaudited consolidated financial statements included elsewhere in this proxy statement/prospectus. EFHAC’s statement of operations data for the year ended December 31, 2022 and the period from March 3, 2021 (inception) through December 31, 2021 and balance sheet data as of December 31, 2022 and 2021 are derived from EFHAC’s audited financial statements included elsewhere in this proxy statement/prospectus.

The historical results of EFHAC included below and elsewhere in this proxy statement/prospectus are not necessarily indicative of the future performance of EFHAC. You should read the following selected financial data in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations of EFHAC” and the financial statements and the related notes appearing elsewhere in this proxy statement/prospectus.

SELECTED HISTORICAL FINANCIAL INFORMATION OF ECD

The following tables summarize selected historical financial information of ECD. Selected historical financial information from the statements of operations, balance sheets, and statements of cash flows as of and for the years ended December 31, 2022 and 2021 was derived from ECD’s audited financial statements included elsewhere in this proxy statement/information statement/prospectus, and as of and for the three and six months ended June 30, 2023 and 2022 was derived from ECD’s reviewed financial statements included elsewhere in this proxy statement/information statement/prospectus.

ECD’s historical results are not necessarily indicative of the results that may be expected in the future. The following selected historical financial information should be read in conjunction with the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of ECD” and ECD’s financial statements and accompanying notes included elsewhere in this proxy statement/prospectus. The selected historical financial information included in this section is not intended to replace ECD’s financial statements and accompanying notes. As explained elsewhere in this proxy statement/prospectus, the selected historical financial information contained in this section relates to ECD, prior to and without giving pro forma effect to the impact of the Business Combination and, as a result, the results reflected in this section may not be indicative of the results of ECD going forward. For further information regarding the estimated pro forma effect of the Business Combination, see the section titled “Unaudited Pro Forma Condensed Combined Financial Information” included elsewhere in this proxy statement/prospectus.

SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following summary unaudited pro forma condensed combined financial information (the “Summary Pro Forma Information”) gives effect to the transactions contemplated by the Business Combination and related transactions. The Business Combination will be accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, although EFHAC will acquire all of the outstanding equity interests of ECD in the Business Combination, EFHAC will be treated as the “acquired” company for financial reporting purposes. Accordingly, the Business Combination will be reflected as the equivalent of ECD issuing shares for the net assets of EFHAC, followed by a recapitalization whereby no goodwill or other intangible assets are recorded. Operations prior to the Business Combination will be those of ECD. The summary unaudited pro forma condensed combined balance sheet data as of June 30, 2023 gives effect to the Business Combination and related transactions as if they had occurred on June 30, 2023. The summary unaudited pro forma condensed combined statements of operations data for the six months ended June 30, 2023 and for the year ended December 31, 2022 give effect to the Business Combination and related transactions as if they had occurred on January 1, 2022, the beginning of the earliest periods presented.

The Summary Pro Forma Information has been derived from, should be read in conjunction with, the more detailed unaudited pro forma condensed combined financial information included in the section titled “Unaudited Pro Forma Condensed Combined Financial Information” in this proxy statement/prospectus and the accompanying notes thereto. The unaudited pro forma condensed combined financial information is based upon, and should be read in conjunction with, the historical financial statements and related notes of EFHAC and ECD for the applicable periods included in this proxy statement/prospectus. The Summary Pro Forma Information has been presented for informational purposes only and is not necessarily indicative of what the post-Business Combination company’s financial position or results of operations actually would have been had the Business Combination and related transactions been completed as of the dates indicated. In addition, the Summary Pro Forma Information does not purport to project the future financial position or operating results of the post-Business Combination company following the reverse recapitalization.

The unaudited pro forma condensed combined financial information has been prepared using the assumptions below with respect to the potential redemption for cash of EFHAC Public Shares:

TRADING MARKET AND DIVIDENDS

EFHAC

Units, Public Shares, Warrants and Rights

The Units, Public Shares and Warrants are each quoted on Nasdaq, under the symbols “EFHTU,” “EFHT,” “EFHT,” and “EFHT,” respectively. Each of EFHAC’s Units consists of one Public Share, one Warrant and one Right. Each Warrant entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share and each Right entitles the holder to one-eighth of one share of Common Stock upon completion of a business combination. The Units, Public Shares, Warrants and Rights commenced trading on Nasdaq separately on or about December 8, 2022. On January 18, 2023, each of EFHAC’s issued and outstanding Units were separated into one Public Share, one Warrant and one Right, accordingly after January 18, 2023, no Units are outstanding.

EFHAC’s Dividend Policy

EFHAC has not paid any cash dividends on the Common Stock to date and does not intend to pay cash dividends prior to the completion of a business combination. The payment of cash dividends in the future will be dependent upon EFHAC’s revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of a business combination. Further, if we incur any indebtedness, EFHAC’s ability to declare dividends may be limited by restrictive covenants EFHAC may agree to in connection therewith. The payment of any dividends subsequent to the Business Combination will be within the discretion of the Combined Company’s Board of Directors. It is the present intention of the Board to retain all earnings, if any, for use in its business operations and, accordingly, the Board does not anticipate declaring any dividends in the foreseeable future.

Combined Company

Dividend Policy

Following completion of the Business Combination, the Combined Company’s Board of Directors will consider whether or not to institute a dividend policy. It is presently intended that the Combined Company retain its earnings for use in business operations and, accordingly, we do not anticipate the Combined Company’s Board of Directors declaring any dividends in the foreseeable future.

RISK FACTORS

You should consider carefully the following risk factors, as well as the other information set forth in this proxy statement/prospectus, before making a decision on the Business Combination. Risks related to ECD, including risks related to ECD’s business, financial position and capital requirements, development, regulatory approval and commercialization, dependence on third parties, intellectual property and taxation, will continue to be applicable to the Combined Company after the Closing of the Business Combination.

Risks Related to ECD

ECD has a limited operating history with a history of losses, and expects to incur significant expenses for the near term.

ECD has a limited operating history. ECD’s business is difficult to evaluate due to its relatively brief operating history, and its prospects will be dependent on its ability to meet a number of challenges. Because ECD has a limited operating history, you may not be able to evaluate its prospects accurately. ECD’s ability to create, design, develop, manufacture, and deliver automobiles of high quality on schedule and on a large scale is unproven, which may make it more difficult for ECD to forecast and plan for its capital requirements.

If we fail to manage our growth effectively, our business could be harmed.

ECD’s operations are subject to all the risks inherent with growing business enterprises. The Business Combination is expected to significantly increase ECD’s visibility in the luxury automotive market, which may result in an increased demand for ECD’s products. To manage ECD’s growth effectively, ECD must continue to be able to launch new products and increase its production capacity to meet changing consumer preferences and ECD’s customers’ demand in a timely and cost-effective manner. These efforts may require substantial financial expenditures, commitments of resources, developments of our processes, and other investments and innovations. As we grow, we may not be able to execute those efforts as quickly as other more efficient organizations may. If ECD does not successfully manage our growth, we may not be able to timely fulfil orders, which could have a material adverse effect on ECD’s business, prospects, results of operations and financial condition.

ECD’s business strategy may not be successfully implemented, which could negatively impact its financial results and stock price.

The success of ECD’s strategy depends on several factors, including its ability to introduce new products and services that meet customer needs and preferences, expand into new markets and geographies, attract and retain qualified personnel, manage ECD’s expenses and costs, implement new vehicle production lines and increase the capacity of existing ones, and respond to changes in market conditions, industry trends, and customer demand. However, there can be no assurance that ECD will be able to effectively execute its strategy, which could adversely affect its business, financial condition, and results of operations. Any delays, cost overruns, or other issues associated with implementing the strategy could negatively impact ECD’s financial results and its ability to attract and retain investors.

Moreover, ECD may face competition from other businesses that are better positioned to implement similar strategies, which could make it more difficult for ECD to achieve its objectives. As a result, there is a risk that ECD’s strategy may not be successfully implemented, which could materially and adversely affect its business, financial condition, and results of operations.

ECD’s vehicles are highly customized and may not perform in a manner consistent with customers’ expectations.

ECD customizes its vehicles based on significant input from each of its customers. Customizations include several aspects of the vehicle’s performance and aesthetics, and involve the work of highly skilled mechanics and automotive designers. As a result, every vehicle that ECD develops is unique, and is usually not available for customers to “test drive” prior to taking delivery, as would be customary in ready-made luxury vehicles dealerships. Customers’ eventual dissatisfaction may be based on performance, aesthetics, or other features of the vehicle. While most customers usually only communicate such dissatisfaction to ECD directly, if a customer discloses, and/or publicizes their experience and subjective opinions on social media and other public platforms, it could negatively affect ECD’s reputation and have a material adverse effect on ECD’s business and prospects.

ECD’s business is highly dependent on the price, availability and quality of base vehicles.

ECD’s business depends on its ability to successfully purchase used automobiles. All vehicles used by ECD were originally built and sold by an unaffiliated third-party manufacturer. Additionally, all vehicles that ECD purchases have been previously used by unaffiliated third-party consumers. ECD has a process to assess the quality of the base vehicles it purchases, including accident background checks; however, our safety protocol and quality inspection processes may be insufficient to identify all defects of the vehicles and compromise the quality standards of our products, which could have a negative impact in our customers’ satisfaction and, consequently, in our results of operations. Furthermore, ECD does not control the price fluctuation, product availability, or original quality of those vehicles. As a result, the price, availability, and quality of such automobiles can fluctuate significantly. Such fluctuations may lengthen ECD’s delivery timelines and may increase ECD’s cost of locating, purchasing, importing, deconstructing, and retrofitting the vehicles, any of which could have a material and adverse effect on ECD’s business, prospects, results of operations and financial condition.

ECD’s ability to predict future demand for its vehicles and inventory is limited, which limits the accuracy of ECD’s financial forecasts.

ECD operates a just-in-time manufacturing model, which requires it to maintain certain inventory to serve as input to its processes. ECD currently keeps in inventory more than two thirds of the manufacturing parts to be used in each of its processes. ECD’s ability to predict demand for its vehicles, including demand for particular body styles, models or trim levels, is limited. The demand for ECD’s vehicles can vary significantly as a result of factors outside of ECD’s control (such as, for example, general economic conditions, the popularity of Land Rover or Jaguar base models and unforeseen cancellation of customers’ orders). Further, delays beyond expected wait times could also impact users’ decisions on whether to ultimately complete a purchase of an ECD vehicle. ECD routinely provides estimated delivery times to ECD’s prospective customers, but such delivery times may vary considerably, depending on the availability of materials and labor needed to complete the project. Due to ECD’s limited ability to predict demand for ECD’s vehicles, ECD may be unable to accurately forecast its future revenues, expenses and inventory requirements.

Currently, ECD has no historical basis for making projections about the demand for certain of its vehicles or the ability of its supply chain contractors to develop, manufacture, and deliver the material ECD needs to operate. If ECD fails to manage its inventory effectively and accurately predict its manufacturing requirements, it could incur additional costs associated with excess inventory or inadequate inventory, which could affect the production process and delivery of its vehicles and adversely affect ECD’s business, prospects, results of operations and financial condition.