SecProbe.io

CORRESP
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    345 Park Avenue

    New York, NY 10154

    Main 212.407.4000

    Fax 212.407.4990

    jwww.loeb.com

June 23, 2023

Via EDGAR

Division of Corporation Finance

Office of Manufacturing

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

    Attn:
    Erin Donahue

    Evan Ewing

    Re:
    EF Hutton Acquisition Corp I

    Draft Registration Statement on Form S-4

    Submitted April 26, 2023

    CIK No. 0001922858

Dear Ms. Donahue and Mr. Ewing:

On behalf of EF Hutton Acquisition
Corporation I. (the “Company”), we are hereby responding to the letter dated May 25, 2023 (the “Comment Letter”)
from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”), regarding the Company’s
Draft Registration Statement on Form S-4 confidentially submitted to the Commission on April 26, 2023 (the “Draft Registration Statement”).
In response to the Comment Letter and to update certain information in the Draft Registration Statement, the Company is submitting a revised
registration statement on Form S-4 (the “Revised Registration Statement”) to the Commission today.

For ease of reference, the text
of the Staff’s comment is included in italics-face type below, followed by the Company’s response.

Division of Corporation Finance

Office of Manufacturing

U.S. Securities and Exchange Commission

June 23, 2023

Page 2

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.

RESPONSE:
The Company acknowledges the Staff’s comment and has revised the disclosures on page ii of the Revised
Registration Statement to remove such implication.

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.

RESPONSE:
The Company acknowledges the Staff’s comment and has revised the disclosures on page 7 of the Revised Registration
Statement.

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.

RESPONSE:
The Company acknowledges the Staff’s comment and has revised the disclosures on pages 10, 24, and 65 of
the Revised Registration Statement.

    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.

RESPONSE:
The Company acknowledges the Staff’s comment and has revised the disclosures on pages 10, 24, and 65 of
the Revised Registration Statement.

Division of Corporation Finance

Office of Manufacturing

U.S. Securities and Exchange Commission

June 23, 2023

Page 3

    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.

RESPONSE:
The Company acknowledges the Staff’s comment and has removed such disclosure on page 54 of the Revised
Registration Statement.

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.

RESPONSE:
The Company acknowledges the Staff’s comment and has revised the disclosures on page 23 of the Revised Registration
Statement.

    7.
    Please revise this section to describe the expected sources and uses of funds in connection with the business combination.

RESPONSE:
The Company acknowledges the Staff’s comment and has revised the disclosures on page 27 of the Revised
Registration Statement to include sources and uses of funds for the Business Combination, as appropriate.

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.

RESPONSE:
The Company acknowledges the Staff’s comment and has included a new risk factor describing cybersecurity risks
on page 35 of the Revised Registration Statement, which also mentions the Company’s chief executive officer’s
and Company’s Board of Directors roles in overseeing cybersecurity risks.

Division of Corporation Finance

Office of Manufacturing

U.S. Securities and Exchange Commission

June 23, 2023

Page 4

    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.

RESPONSE:
The Company acknowledges the Staff’s comment and advises the Staff that the Company has not experienced any material
disruptions in operations arising from our reliance on a limited numbers of suppliers and, accordingly, believes that no changes to the
risk factor disclosure included in the Revised Registration Statement is required.

    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.

RESPONSE: The
Company acknowledges the Staff’s comment and advises the Staff that such Letter of Credit Agreement requires the company to
pay to a third party an amount equal to 20% of the Company’s gross profits only in connection with the Company’s resales
commission. Such amount represents $19,000 in interest expense and fees related to the Company’s Letter of Credit agreement,
offset by $6,100 in interest income from Internal Revenue Service related to Employee Retention Tax Credit receivable and $2,600
interest income from bank savings account.  The Company has revised disclosures on pages 123 and F-49 of the Revised
Registration Statement to clarify such statement. In this light, in view of the immateriality of the amounts paid pursuant to
such agreement, the Letter of Credit Agreement is not material to the Company and the Company respectfully submits that it is not
required to be filed as an exhibit to the Revised Registration Statement.

Division of Corporation Finance

Office of Manufacturing

U.S. Securities and Exchange Commission

June 23, 2023

Page 5

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.

RESPONSE:
The Company acknowledges the Staff’s comment and has revised the disclosures on page 46 of the Revised
Registration Statement.

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.

RESPONSE:
The Company acknowledges the Staff’s comment and has revised the disclosures on pages 59-60 of the Revised
Registration Statement.

    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.

RESPONSE:
The Company acknowledges the Staff’s comment and has revised the disclosures on page 59 of the Revised
Registration Statement.

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.

RESPONSE:
The Company acknowledges the Staff’s comment and has revised the disclosures on page 63 of the Revised
Registration Statement.

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.

RESPONSE:
The Company acknowledges the Staff’s comment and has revised the disclosures on page 62 of the Revised
Registration Statement.

Attractive Pre-Money Valuation...,
page 62

    16.
    Please revise to disclose the date(s) that projected financial information was provided to the EFHAC board.

RESPONSE:
The Company acknowledges the Staff’s comment and has revised the disclosures on page 63 of the Revised
Registration Statement.

    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.

RESPONSE:
The Company acknowledges the Staff’s comment and has revised the disclosures on page 63 of the Revised
Registration Statement.

Division of Corporation Finance

Office of Manufacturing

U.S. Securities and Exchange Commission

June 23, 2023

Page 6

    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.

RESPONSE:
The Company acknowledges the Staff’s comment and has revised the disclosures on page 62 of the Revised Registration
Statement.

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.

RESPONSE:
The Company acknowledges the Staff’s comment and has revised disclosures on page 100 of the Revised Registration
Statement. The company has filed the exclusivity agreement
with Ampere EV as Exhibit 10.15 to the Revised Registration Statement.

    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.”

RESPONSE:
The Company acknowledges the Staff’s comment. The Company understands such statement is not material and has
decided to withdraw such statement of belief, revising the disclosure on page 100 of the Revised Registration Statement accordingly.

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.

RESPONSE:
The Company acknowledges the Staff’s comment and has revised the disclosures on page 114 of the Revised
Registration Statement.

Division of Corporation Finance

Office of Manufacturing

U.S. Securities and Exchange Commission

June 23, 2023

Page 7

Our Growth Plans, page 112

    22.
    Please disclose the expected cost to build your East Line, quantifying where applicable.

RESPONSE:
The Company acknowledges the Staff’s comment and has revised the disclosures on page 103 of the Revised
Registration Statement.

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.

RESPONSE:
The Company acknowledges the Staff’s comment and has revised the pro forma balance sheet to show the number of shares
authorized, issued, and outstanding under minimum redemptions scenario and maximum redemptions scenario on pages 129-130 of the Revised Registration Statement.

    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.

RESPONSE:
“Parent Closing Cash” is defined in the Merger Agreement as “(a) the amount of cash available in the Trust Account
immediately prior to the Effective Time after deducting the amount required to satisfy the Parent Redemption Amount plus (b) the PIPE
Financing actually received by Parent prior to or substantially concurrently with the Closing. Parent Closing Cash shall be calculated
without deduction of any fees or expenses of the Parent Parties, or any fees or expenses incurred by any party in connection with the
proposed Merger, the PIPE Financing, or any other transaction contemplated by this Agreement, which may subsequently be paid out of the
Parent Closing Cash.”

Based
on the above, management believes that the “Parent Closing Cash” shall be calculated without deduction of any fees or expenses.

Under
the maximu