Correspondence 0001493152-23-037655 from ECD Automotive Design, Inc. (ECDA)
ECD Automotive Design, Inc.
Date: Oct. 18, 2023 · CIK: 0001922858 · Accession: 0001493152-23-037655
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-272914
Referenced dates: August 2, 2023
Letter
Via EDGAR Division of Corporation Finance Office of Manufacturing Re: EF Hutton Acquisition Corporation I Amendment No. 1 to Registration Statement on Form S-4 Filed on July 21, 2023 File No. 333-272914
Dear Ms. Donahue and Mr. Ewing:
On behalf of EF Hutton Acquisition Corporation I (the “Company”), we are hereby responding to the letter dated August 2, 2023 (the “Comment Letter”) from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”), regarding the Company’s Registration Statement on Form S-4 Amendment No. 1 filed with the Commission on July 21, 2023 (the “Registration Statement”). In response to the Comment Letter and to update certain information in the Registration Statement, the Company is submitting an amended registration statement on Form S-4 (the “Amended 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.
Amendment No. 1 to Registration Statement on Form S-4
Background of the Business Combination, page 59
1. Please update the background of the business combination section to discuss any material developments that have occurred after March 6, 2023, including any developments with respect to the Pipe Financing.
RESPONSE: The Company acknowledges the Staff’s comment and has revised the disclosures on page 61 of the Amended Registration Statement.
Division of Corporation Finance
Office of Manufacturing
U.S. Securities and Exchange Commission
October 18, 2023
Page
Minimum Cash Closing Condition and Proposed PIPE Investment, page 127
2. We note your response to comment 3 and your revised disclosures on page 127 where you indicate that the “proposed PIPE Financing has been included in both the Maximum Redemption and No Redemption scenarios because management considers the PIPE Financing as probable.” As this statement appears inconsistent with your pro forma presentation, please revise your disclosures to indicate that the PIPE financing has not been included for pro forma purposes.
RESPONSE: The Company acknowledges the Staff’s comment and has removed any reference that management considers the PIPE Financing as probable. See revised disclosures on page 130 of the Amended Registration Statement.
Please call James Prestiano of Loeb & Loeb LLP at (212) 407-4831 or David Johnson of PAG Law at (862) 370-1731 if you would like additional information with respect to any of the foregoing.
Thank you.
Sincerely,
/s/
Loeb & Loeb LLP
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CORRESP
1
filename1.htm
345
Park Avenue
New
York, NY 10154
Main
212.407.4000
Fax
212.407.4990
jwww.loeb.com
October
18, 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 Corporation I
Amendment
No. 1 to Registration Statement on Form S-4
Filed
on July 21, 2023
File
No. 333-272914
Dear
Ms. Donahue and Mr. Ewing:
On
behalf of EF Hutton Acquisition Corporation I (the “Company”), we are hereby responding to the letter dated August 2, 2023
(the “Comment Letter”) from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”),
regarding the Company’s Registration Statement on Form S-4 Amendment No. 1 filed with the Commission on July 21, 2023 (the “Registration
Statement”). In response to the Comment Letter and to update certain information in the Registration Statement, the Company is
submitting an amended registration statement on Form S-4 (the “Amended 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.
Amendment
No. 1 to Registration Statement on Form S-4
Background
of the Business Combination, page 59
1.
Please update the background of the business combination section to discuss any material developments that have occurred after March
6, 2023, including any developments with respect to the Pipe Financing.
RESPONSE:
The Company acknowledges the Staff’s comment and has revised the disclosures on page 61 of the Amended Registration Statement.
Division
of Corporation Finance
Office
of Manufacturing
U.S.
Securities and Exchange Commission
October
18, 2023
Page
2
Minimum
Cash Closing Condition and Proposed PIPE Investment, page 127
2.
We note your response to comment 3 and your revised disclosures on page 127 where you indicate that the “proposed PIPE Financing
has been included in both the Maximum Redemption and No Redemption scenarios because management considers the PIPE Financing as probable.”
As this statement appears inconsistent with your pro forma presentation, please revise your disclosures to indicate that the PIPE financing
has not been included for pro forma purposes.
RESPONSE:
The Company acknowledges the Staff’s comment and has removed any reference that management considers the PIPE Financing as
probable. See revised disclosures on page 130 of the Amended Registration Statement.
Please
call James Prestiano of Loeb & Loeb LLP at (212) 407-4831 or David Johnson of PAG Law at (862) 370-1731 if you would like additional
information with respect to any of the foregoing.
Thank
you.
Sincerely,
/s/
Loeb & Loeb LLP
Loeb
& Loeb LLP