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 7, 2023
Date of Report (Date of earliest event reported)
EF HUTTON ACQUISITION CORPORATION I
(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.) |
24 Shipyard Drive, Suite 102 Hingham, MA |
02043 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (929) 528-0767
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 5.07. Submission of Matters to a Vote of Security Holders.
On December 7, 2023, EF Hutton Acquisition Corporation I (the “Company”) held a special meeting of its stockholders (the “Special Meeting”), at which the stockholders voted on the following proposals, as set forth below, each of which is described in more detail in the definitive proxy statement (the “Proxy Statement”) filed with the U.S. Securities and Exchange Commission (the “SEC”) on November 13, 2023, which was first mailed by the Company to its stockholders on or about November 15, 2023.
As of November 13, 2023, the record date for the Special Meeting, there were 6,625,147 shares of common stock of the Company entitled to be voted at the Special Meeting. There were 5,089,203 shares of common stock representing approximately 76.82% of the issued and outstanding shares of common stock present in person or represented by proxy at the Special Meeting, constituting a quorum for the Special Meeting.
The stockholders approved the Business Combination Proposal, the NTA Requirement Amendment Proposal, the Charter Amendment Proposal, the Advisory Proposals, the Nasdaq Proposal, and the Plan Proposal.
A summary of the voting results at the Special Meeting is set forth below:
| 1. | Proposal No. 1 — The Business Combination Proposal — to approve and adopt the merger agreement, dated as of March 3, 2023 (the “Merger Agreement”), by and among the Company, Humble Imports Inc d/b/a ECD Auto Design, a Florida corporation (“ECD”), ECD Auto Design UK, Ltd., an England and Wales corporation, EFHAC Merger Sub, Inc., a Florida corporation and wholly-owned subsidiary of EFHAC (“Merger Sub”) and Scott Wallace, as the Securityholder Representative, pursuant to which Merger Sub will merge with and into ECD, with ECD surviving the merger as a wholly-owned subsidiary of the Company (the “Business Combination”). In addition, in connection with the consummation of the Business Combination, the Company will be renamed “ECD Automotive Design, Inc.” or such other name designated by ECD by notice to the Company. |
| FOR | AGAINST | ABSTAIN | ||
| 4,937,543 | 151,558 | 102 |
Proposal No. 1 was approved by the stockholders.
| 2. | Proposal No. 2 — The NTA Requirement Amendment Proposal — to approve an amendment to the Amended and Restated Certificate of Incorporation of the Company to expand the methods that the Company may employ to not become subject to the “penny stock” rules of the SEC. |
| FOR | AGAINST | ABSTAIN | ||
| 5,012,101 | 77,000 | 102 |
Proposal No. 2 was approved by the stockholders.
| 3. | Proposal No. 3 — The Charter Amendment Proposal — to approve the Second Amended and Restated Certificate of Incorporation of the Company. |
| FOR | AGAINST | ABSTAIN | ||
| 4,677,714 | 411,387 | 102 |
Proposal No. 3 was approved by the stockholders.
| 4. | Proposal No. 4 — The Advisory Proposals — to approve, on a non-binding advisory basis, four separate governance proposals relating to material differences between the Company’s Current Charter and the Amended Charter to be in effect upon the completion of the Business Combination in accordance with the requirements of the SEC. |
Advisory Proposal A – to increase the number of shares of common stock that the Combined Company is authorized to issue from 101,000,000 shares, consisting of 100,000,000 shares of the Common Stock and 1,000,000 shares of preferred stock to 1,020,000,000 shares, consisting of 1,000,000,000 shares of the Combined Company Common Stock and 20,000,000 shares of preferred stock;
| FOR | AGAINST | ABSTAIN | ||
| 4,387,450 | 701,651 | 102 |
Advisory Proposal A was approved by the stockholders.
Advisory Proposal B – to change the number of classes of directors from one class to three classes with staggered terms;
| FOR | AGAINST | ABSTAIN | ||
| 4,312,900 | 776,201 | 102 |
Advisory Proposal B was approved by the stockholders.
Advisory Proposal C – to change the Company’s name to “ECD Automotive Design, Inc.” or such other name designated by ECD by notice to the Company; and
| FOR | AGAINST | ABSTAIN | ||
| 4,754,716 | 334,385 | 102 |
Advisory Proposal C was approved by the stockholders.
Advisory Proposal D – to remove the various provisions from the Current Charter applicable only to special purpose acquisition companies.
| FOR | AGAINST | ABSTAIN | ||
| 4,937,541 | 151,558 | 102 |
Advisory Proposal D was approved by the stockholders.
| 5. | Proposal No. 5 — The Nasdaq Proposal — to approve, for purposes of complying with Nasdaq Listing Rules 5635 (a) and (b), the issuance of more than 20% of the issued and outstanding shares of the common stock, par value $0.0001 per share, of the Company and the resulting change in control in connection with the Business Combination. |
| FOR | AGAINST | ABSTAIN | ||
| 4,937,093 | 152,008 | 102 |
Proposal No. 5 was approved by the stockholders.
| 6. | Proposal No. 6 — The Plan Proposal — to approve the Company’s 2023 Equity Incentive Plan. |
| FOR | AGAINST | ABSTAIN | ||
| 4,676,824 | 412,277 | 102 |
Proposal No. 6 was approved by the stockholders.
Item 7.01 Regulation FD Disclosure
On December 7, 2023, the Company issued a press release (the “Press Release”) providing an update regarding stockholder redemptions. The Press Release is attached hereto as Exhibit 99.1 and incorporated by reference herein.
The information in this Item 7.01, including Exhibit 99.1, 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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press Release, dated as of December 7, 2023 | |
| 104 | Cover page interactive data file (imbedded within the Inline XBRL document) |
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 parties’ perspectives and expectations, are forward-looking statements. Such statements include, but are not limited to, statements regarding the per share redemption price. 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 Company, 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 the ability to complete the proposed business combination due to the failure to obtain approval from the Company’s stockholders or satisfy other closing conditions in the definitive merger agreement; the amount of any redemptions by existing holders of the Company’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 filed by the Company, 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 Company and its 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.
Important Information for Investors and Stockholders
This document relates to a proposed transaction between the Company and ECD. This document does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor will there be any sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The Company has filed a registration statement on Form S-4 with the SEC, which includes a document that serves as a prospectus and proxy statement of the Company, referred to as a proxy statement/prospectus. A proxy statement/prospectus has been sent to all of the Company’s stockholders. The Company has also filed other documents regarding the proposed transaction with the SEC. Before making any voting decision, investors and security holders of the Company are urged to read the registration statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC in connection with the proposed transaction as they become available because they contain important information about the proposed transaction.
Stockholders can obtain a copy of the Form S-4, including the proxy statement/prospectus, and other documents filed with the SEC without charge, by directing a request to: EF Hutton Acquisition Corporation I, at 24 Shipyard Drive, Suite 102, Hingham, MA 02043. Investors and security holders will also be able to obtain free copies of the registration statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC by the Company through the website maintained by the SEC at www.sec.gov. INVESTORS AND SECURITY HOLDERS OF EF HUTTON ACQUISITION CORPORATION I ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE TRANSACTIONS THAT EF HUTTON ACQUISITION CORPORATION I WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT EF HUTTON ACQUISITION CORPORATION I, ECD AND THE TRANSACTIONS.
Participants in the Solicitation
The Company and its directors and executive officers may be deemed participants in the solicitation of proxies from Company’s stockholders with respect to the business combination. Information about Company’s directors and executive officers and a description of their interests in Company are included in the proxy statement/prospectus for the proposed transaction and are available at the SEC’s website (www.sec.gov). Additional information regarding the interests of such participants are contained in the proxy statement/prospectus for the proposed transaction when available.
ECD and its directors and executive officers also may be deemed to be participants in the solicitation of proxies from the stockholders of Company in connection with the proposed business combination. Information about ECD’s directors and executive officers and information regarding their interests in the proposed transaction are included in the proxy statement/prospectus for the proposed transaction.
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.
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 8, 2023 | ||
| EF HUTTON ACQUISITION CORPORATION I | ||
| By: | /s/ Benjamin Piggott | |
| Name: | Benjamin Piggott | |
| Title: | Chairman and Chief Executive Officer | |
Exhibit 99.1
EF Hutton Acquisition Corporation I
Opens Window for Stockholder Redemption Reversals
NEW YORK, NY, December 7, 2023 - EF Hutton Acquisition Corporation I (the “Company” or “EFHT”) (NASDAQ: EFHT), a special purpose acquisition company formed by affiliates of EF Hutton LLC, a leading middle market investment bank, today provided an update regarding stockholder redemptions.
On December 5, 2023, the Company’s public stockholders holding 3,470,945 shares, out of a total of 3,492,647 shares of common stock held by public stockholders, submitted requests to redeem their public shares for a pro rata portion of the trust account holding proceeds from the Company’s initial public offering (the “Trust Account”) in connection with the stockholder vote for the in connection with the Company’s meeting of stockholders scheduled for December 7, 2023 at 10:30 a.m. Eastern Time (the “Meeting”). The Meeting was called to have stockholders approve the Company’s planned business combination with Humble Imports Inc. d/b/a ECD Auto Design (“ECD”). As a result of the redemption requests there currently are approximately 21,702 shares of common stock held by public stockholders. As of November 30, 2023, there was approximately $38,239,170 in the Trust Account. Based upon the amount in the Trust Account as of November 30, 2023, the Company estimates that the per share redemption price, assuming withdrawals from income earned on funds in the Trust Account to pay franchise and income taxes owed by the Company will be approximately $10.75.
The Company will be accepting requests by any such redeeming public stockholders to withdraw their previously submitted redemption requests until 12:00 p.m. Eastern Time on December 8, 2023.
Stockholders who wish to withdraw their previously submitted redemption requests may do so by contacting the Company’s transfer agent Continental Stock Transfer & Trust Company, LLC at Attn: Mark Zimkind, Email: spacredemptions@continentalstock.com.
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.
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. 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 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, Fla. that is home to 63 talented craftsmen and technicians, who hold a combined 61 ASE and five master level certifications. ECD has a logistics center in the U.K. where its seven employees work to source and transport 25-year-old work vehicles to the U.S. for restoration.
Important Information About the Proposed Business Combination and Where to Find It
In connection with the proposed Business Combination, ECD and EFHT have filed relevant materials with the SEC, including a registration statement on Form S-4 and a proxy statement on Schedule 14A, including a preliminary proxy statement and a definitive proxy statement. EFHT’s stockholders and other interested persons are advised to read, when available, the preliminary proxy statement and the amendments thereto and the definitive proxy statement and documents incorporated by reference therein filed in connection with the proposed Business Combination, as these materials will contain important information about ECD and EFHT, and the proposed Business Combination. Promptly after filing its definitive proxy statement relating to the proposed Business Combination with the SEC, EFHT has mailed the definitive proxy statement and a proxy card to each stockholder entitled to vote at the special meeting on the Business Combination and the other proposals. Stockholders will also be able to obtain copies of the preliminary proxy statement, the definitive proxy statement, and other relevant materials filed with the SEC that will be incorporated by reference therein, without charge, once available, at the SEC’s website at www.sec.gov.
Participants in the Solicitation
EFHT and its directors and executive officers may be deemed participants in the solicitation of proxies from EFHT’s stockholders with respect to the Business Combination. A list of the names of those directors and executive officers and a description of their interests in EFHT will be included in the proxy statement for the proposed Business Combination and be available at www.sec.gov. Additional information regarding the interests of such participants will be contained in the proxy statement for the proposed Business Combination when available. Information about EFHT’s directors and executive officers and their ownership of EFHT common stock is set forth in EFHT’s final prospectus, as filed with the SEC on September 9, 2022, or supplemented by any Form 3 or Form 4 filed with the SEC since the date of such filing. Other information regarding the interests of the participants in the proxy solicitation will be included in the proxy statement pertaining to the proposed Business Combination when it becomes available. These documents can be obtained free of charge from the sources indicated above.
ECD and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from the stockholders of EFHT in connection with the proposed Business Combination. A list of the names of such directors and executive officers and information regarding their interests in the proposed Business Combination will be included in the proxy statement for the proposed Business Combination.
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 obtain approval of the stockholders of ECD and EFHT, certain regulatory approvals, or satisfy other 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 impact of COVID-19 pandemic on ECD’s business and/or the ability of the parties to complete the proposed Business Combination; (6) the inability to obtain the listing of the combined company’s common stock on the Nasdaq Stock Market following the proposed Business Combination; (7) 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; (8) 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; (9) costs related to the proposed Business Combination; (10) changes in applicable laws or regulations; (11) the possibility that ECD and EFHT may be adversely affected by other economic, business, and/or competitive factors; (12) risks relating to the uncertainty of the projected financial information with respect to ECD; (13) risks related to the organic and inorganic growth of ECD’s business and the timing of expected business milestones; (14) the amount of redemption requests made by EFHT’s stockholders; and (15) 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.
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:
Benjamin Piggott
EF Hutton Acquisition Corporation I
Chairman and CEO
Email: bpiggott@efhuttonacquisitioncorp.com
Tel: 929-528-0767