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United States securities and exchange commission logo
May 25, 2023
Benjamin Piggott
Chief Executive Officer
EF Hutton Acquisition Corp I
24 Shipyard Drive, Suite 102
Hingham, MA 02043
Re:EF Hutton Acquisition Corp I
Draft Registration Statement on Form S-4
Submitted April 26, 2023
CIK No. 0001922858
Dear Benjamin Piggott:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-4 filed April 26, 2023
Market and Industry Data, page ii
1.We note your disclosure that you obtained some of the market and industry data included
in the registration statement from various third-party sources and that you have not
independently verified data this information. This statement appears to imply a disclaimer
of responsibility for this information in the registration statement. Please either revise this
section to remove such implication or specifically state that you are liable for all
information in the registration statement.

 FirstName LastNameBenjamin Piggott
 Comapany NameEF Hutton Acquisition Corp I
 May 25, 2023 Page 2
 FirstName LastName
Benjamin Piggott
EF Hutton Acquisition Corp I
May 25, 2023
Page 2
What are the possible sources and extent of dilution that holders of Public Shares who elect not
to redeem their Public Shares..., page 7
2.Please revise the table to clearly quantify, by footnote or otherwise, each source of
potential dilution, including the amount of equity held by founders, convertible securities,
including warrants retained by redeeming shareholders, at each of the redemption levels
detailed in your sensitivity analysis, including any needed assumptions.
Do any EFHAC's directors or officers have interests that may conflict with my interests with
respect to the Business Combination, page 10
3.Please quantify the aggregate dollar amount and describe the nature of what the sponsor
and its affiliates have at risk that depends on completion of a business combination.
Include the current value of securities held including, without limitation, common stock
and warrants, loans extended, fees due, and out-of-pocket expenses for which the sponsor
and its affiliates are awaiting reimbursement. Provide similar disclosure for the company’s
officers and directors, if material.
4.Please highlight the risk that the sponsor will benefit from the completion of a business
combination and may be incentivized to complete an acquisition of a less favorable target
company or on terms less favorable to shareholders rather than liquidate.
5.We note your disclosure on page 54 that "[t]he Sponsor has agreed to forfeit 35% of its
founders shares to be used as an incentive for holders to agree not to redeem their Public
Shares." Please revise to clarify if the founder shares discussed throughout the registration
statement reflect this forfeiture.
Summary, page 18
6.Please provide an organizational chart outlining your post-business combination corporate
structure and illustrating the relationships of the various entities discussed throughout the
registration statement.  Please include the security and percentage of voting interests that
each entity/group of shareholders will have in each entity following the business
combination.
7.Please revise this section to describe the expected sources and uses of funds in connection
with the business combination.
Risk Factors, page 32
8.Please describe the extent and nature of the role of the board of directors in overseeing
cybersecurity risks, including in connection with the company's supply
chain/suppliers/service providers.
9.We note your disclosure that you rely heavily on a limited number of suppliers for the
materials and services necessary for your operations. If material, please revise to
disclose any disruptions you have experienced due to such reliance.

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 Comapany NameEF Hutton Acquisition Corp I
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 FirstName LastName
Benjamin Piggott
EF Hutton Acquisition Corp I
May 25, 2023
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10.We note that ECD's Letter of Credit Agreement requires the company to pay to a third
party an amount equal to 20% of the company’s gross profits for each vehicle sold during
the term of the agreement. Please provide risk factor disclosure highlighting the material
terms of the agreement. Additionally, please file the Letter of Credit Agreement as an
exhibit or tell us why you are not required to do so.
EFHAC will not obtain an opinion from an unaffiliated third party as to the fairness of the
Business Combination to its stockholders., page 45
11.Please revise to disclose the basis for the board determining it was not necessary to obtain
a fairness opinion for the business combination.
Background of the Business Combination, page 58
12.We note your disclosure that “[o]n September 13, 2022 Ben Piggott had an introductory
call with three of the founders of ECD” and “[o]n September 15, 2022, EFHAC signed a
non-disclosure agreement with Target A.” Please revise to discuss in detail the timing of
your discussions with ECD and the non-disclosure agreement with Target A. Clearly
disclose when discussions started. Furthermore, state whether or not discussions related to
a business combination with any target occurred prior to the consummation of the SPAC
IPO.
13.We note your disclosure that on October 13, 2022, EFHAC and Target B signed a non-
disclosure agreement, at which point "access to Target A's data-room was granted." Please
clarify or revise.
EFHAC's Board of Directors' Reasons for the Approval of the Business Combination, page 60
14.Please balance your discussion of the positive factors considered by the board by
discussing the negative factors considered by the board when it evaluated the business
combination.
Opportunities to fund internal projects with short payback period..., page 61
15.We note your disclosure that "[o]ver the course of our due diligence we identified several
million dollars’ worth of capital projects with rapid paybacks." Please expand your
disclosure to discuss the capital projects in detail, quantifying where applicable.
Attractive Pre-Money Valuation..., page 62
16.Please revise to disclose the date(s) that projected financial information was provided to
the EFHAC board.

 FirstName LastNameBenjamin Piggott
 Comapany NameEF Hutton Acquisition Corp I
 May 25, 2023 Page 4
 FirstName LastName
Benjamin Piggott
EF Hutton Acquisition Corp I
May 25, 2023
Page 4
17.We note that ECD provided projections to EFHAC through 2026. Additionally, your May
2023 investor presentation appears to include EBITDA and gross margin projections. In
this regard, to the extent management considered or relied upon projections in determining
whether to enter into the business combination, please disclose these projections. Revise
to fully disclose the material assumptions underlying the projections and the limitations of
those projections.
18.So that investors will have a better understanding of the discounted cash flow analysis,
please revise to disclose the specific data and assumptions underlying the analysis
referenced in the disclosure.
Information About ECD, page 96
19.We note you have entered into an exclusivity agreement with Ampere EV.  Please revise
to disclose the material terms of the agreement.  If material, please file this agreement as
an exhibit to the registration statement or tell us why you are not required to do so.
20.With a view toward disclosure, please state the basis, to the extent material, for your
belief "that no other builder has the strength and depth of team that we do."
Management's Discussion and Analysis of Financial Condition and Results of Operations of
ECD, page 111
21.Please discuss whether supply chain disruptions materially affect your outlook or business
goals.  Specify whether challenges have materially impacted your results of operations or
capital resources and quantify, to the extent possible, how your sales, profits, and/or
liquidity have been impacted. Discuss known trends or uncertainties resulting from
mitigation efforts undertaken, if any. Explain whether any mitigation efforts introduce
new material risks, including those related to product quality, reliability, or regulatory
approval of products.
Our Growth Plans, page 112
22.Please disclose the expected cost to build your East Line, quantifying where applicable.
Unaudited Pro Forma Condensed Combined Financial Information
Unaudited Pro Forma Condensed Combined Balance Sheet, page 124
23.Please revise your pro forma balance sheet to show the number of shares authorized,
issued, and outstanding on a pro forma basis.

 FirstName LastNameBenjamin Piggott
 Comapany NameEF Hutton Acquisition Corp I
 May 25, 2023 Page 5
 FirstName LastName
Benjamin Piggott
EF Hutton Acquisition Corp I
May 25, 2023
Page 5
24.Within your conditions to closing disclosure on page 20, you indicate that consummation
of the merger requires "Parent Closing Cash" to equal or exceed $65 million.  Given this
condition, please clarify why your pro forma balance sheet presents a "Scenario 2" cash
and cash equivalents balance that is less than the $65 million requirement.
3. Adjustments to Unaudited Pro Forma Condensed Combined Financial Information, page 130
25.Although you disclose that your pro forma financial statements were prepared in
accordance with the recently amended pro forma guidance, you still include reference on
page 130 to the legacy pro forma guidance regarding adjusting for events that are
expected to have a continuing impact.  Please revise your pro forma financial statements
to remove any references to the legacy pro forma guidance.  In doing so, confirm that your
pro forma financial statements include all necessary transaction accounting adjustments
pursuant to Article 11 of Regulation S-X, including those that are not expected to have a
continuing impact.
26.We note from your disclosure on page F-31 that ECD Auto Design is a S corporation that
is not directly liable for federal income taxes.  Considering it appears that the post-merger
entity will be subject to federal income taxes, please tell us why you have not made any
pro forma adjustments related to income taxes.  Also see SAB Topic 4:B.
Conflicts of Interest, page 137
27.Please revise to disclose how the board considered the conflicts of interest discussed in
this section when negotiating and recommending the business combination.
28.Your charter waived the corporate opportunities doctrine. Please address this potential
conflict of interest and whether it impacted your search for an acquisition target.
Directors and Executive Officers of the Combined Company After the Business Combination,
page 141
29.With respect to each person who will serve as a director or an executive officer of the
Combined Company, please revise to provide the compensation information required
by Item 402 of Regulation S-K.
30.Please describe the business experience of each director and officer during the past five
years. Refer to Item 401(e)(1) of Regulation S-K.
Financial Statements - Humble Imports, Inc. d/b/a ECD Auto Design
6. Lease, page F-33
31.We note your disclosure “what about lease for ECD UK?” on page F-34.  Please remove
this inadvertent statement and confirm that your financial statements and related
disclosures, including the lease maturity table, reflects the leases of ECD UK.  In addition,
populate the missing square footage related to the ECD UK lease on page 106.

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 Comapany NameEF Hutton Acquisition Corp I
 May 25, 2023 Page 6
 FirstName LastNameBenjamin Piggott
EF Hutton Acquisition Corp I
May 25, 2023
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Exhibits
32.Please file your Kissimmee, Florida lease agreement as an exhibit to the registration
statement or tell us why you believe you are not required to do so.
General
33.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or
has substantial ties with a non-U.S. person. Please also tell us whether anyone or any
entity associated with or otherwise involved in the transaction, is, is controlled by, or has
substantial ties with a non-U.S. person. If so, also include risk factor disclosure that
addresses how this fact could impact your ability to complete your initial business
combination.  For instance, discuss the risk to investors that you may not be able to
complete an initial business combination with a U.S. target company should the
transaction be subject to review by a U.S. government entity, such as the Committee on
Foreign Investment in the United States (CFIUS), or ultimately prohibited. Further,
disclose that the time necessary for government review of the transaction or a decision to
prohibit the transaction could prevent you from completing an initial business
combination and require you to liquidate. Disclose the consequences of liquidation to
investors, such as the losses of the investment opportunity in a target company, any price
appreciation in the combined company, and the warrants, which would expire worthless.
34.We note that you intend that the merger will qualify as a "reorganization" within the
meaning of Section 368(a). Please file an opinion of counsel regarding the tax
consequences of the transaction and the redemption. Whenever there is significant doubt
about the tax consequences of the transaction, it is permissible for the tax opinion to use
“should” rather than “will,” but counsel providing the opinion must explain why it cannot
give a “will” opinion and describe the degree of uncertainty in the opinion. Refer to
Sections III.B and C of Staff Legal Bulletin 19.
35.Please disclose whether and how your business segments, products, lines of service,
projects, or operations are materially impacted by supply chain disruptions, especially in
light of Russia's invasion of Ukraine. For example, discuss whether you have or expect to:
•suspend the production, purchase, sale or maintenance of certain items due to a lack
of raw materials, parts, or equipment; inventory shortages; closed factories or stores;
reduced headcount; or delayed projects;
•experience labor shortages that impact your business;
•experience cybersecurity attacks in your supply chain;
•experience higher costs due to constrained capacity or increased commodity prices or
challenges sourcing materials (e.g., nickel, palladium, neon, cobalt, iron, platinum or
other raw material sourced from Russia, Belarus, or Ukraine or lithium, nickel,
manganese, beryllium, copper, gold or other raw material sourced from Western
China);
•experience surges or declines in consumer demand for which you are unable to
adequately adjust your supply; or

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May 25, 2023
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•be unable to supply products due to export restrictions, sanctions, tariffs, trade
barriers, or political or trade tensions among countries.
Explain whether and how you have undertaken efforts to mitigate the impact and where
possible quantify the impact to your business.
36.It appears that underwriting fees remain constant and are not adjusted based on
redemptions.  Revise your disclosure to disclose the effective underwriting fee on a
percentage basis for shares at each re