SecProbe.io

<DOCUMENT>
<TYPE>TEXT-EXTRACT
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<TEXT>
 September 9, 2025

Scott Wallace
Chief Executive Officer
ECD Automotive Design, Inc.
4390 Industrial Lane
Kissimmee, Florida 34758

 Re: ECD Automotive Design, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2024
 Filed April 15, 2025
 File No. 001-41497
Dear Scott Wallace:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Manufacturing
</TEXT>
</DOCUMENT>

CORRESP
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 filename1.htm

 345 Park Avenue
 New York , NY 10154
 Direct 212.407.4831
 Main 212.407.4000
 Fax 212.407.4000

 September 9, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Manufacturing

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention:
 Dale Welcome

 Anne McConnell

 Re:

 ECD Automotive Design, Inc.
 Amendment No. 1 to Form 10-K for the Fiscal Year Ended December
 31, 2024
 Filed July 16, 2025
 Form 10-K for the Fiscal Year Ended December 31, 2024
 Filed April 15, 2025
 File No. 001-41497

 Ladies and Gentlemen:

 On behalf of our client, ECD Automotive Design, Inc., a Delaware corporation
(the "Company"), we respond to the comments of the staff of the Division of Corporation Finance of the U.S. Securities and
Exchange Commission (the "Staff") with respect to the above-referenced Amendment No. 1 to Form 10-K for the Fiscal Year Ended
December 31, 2024, filed on July 16, 2025 and the Form 10-K for the Fiscal Year Ended December 31, 2024 filed on April 15, 2025 contained
in the comment letter, dated August 6, 2025 (the "Comment Letter").

 The Company has filed via
EDGAR Amendment No. 2 to Form 10-K for the Fiscal Year Ended December 31, 2024, on August 29, 2025 (Amendment No. 2) to respond to the
Staff's comments. We are now providing this response letter to respond to the Comment Letter. The Staff's comments are printed
below in italics and are followed by the Company's response. All page references in the responses set forth below refer to the page
numbers in the Amendment No. 2.

 Amendment No. 1 to Form 10-K for the Fiscal Year Ended December
31, 2024

 Exhibits 31 and 32

 1. We note that Section 302 and 906 certifications were not
included in your Form 10-K/A filed on July 16, 2025. Please file a full amended Form 10-K and provide currently dated officers' certifications
in Exhibits 31 and 32 as required by Item 601 of Regulation S-K.

 COMPANY RESPONSE: In response
to the Staff's comment, the Company has included dated Section 302 and 906 certifications as Exhibits 31.1, 31.2, 32.1 and 32.to
the Amendment No. 2.

 Report of the Independent Registered Public Accounting Firm

 2. We note the auditors' report includes some, but not all,
disclosures required in a going concern paragraph and also includes additional disclosures such as "If the Company is unable to
raise sufficient funding, it may struggle to reach its future obligations" and "the Company has determined that these factors
raise substantial doubt." Please be advised that PCAOB Auditing Standard 2415 states the auditor has a responsibility to evaluate
whether there is substantial doubt about an entity's ability to continue as a going concern for a reasonable period of time, not to exceed
one year beyond the date of the financial statements being audited. If your auditor concluded, after considering identified conditions
and events and management's plans, there is substantial doubt about your ability to continue as a going concern for a reasonable period
of time, please file an amended Form 10-K and have the auditor revise their report to include an explanatory paragraph, immediately following
the opinion paragraph and appropriately titled, that complies with the disclosure requirements set forth in paragraph 13 of PCAOB Auditing
Standard 2415. If your auditor did not conclude there is substantial doubt about your ability to continue as a going concern for a reasonable
period of time, please have them explain to us the purpose of the current explanatory paragraph in their report, including how and why
they believe it complies with PCAOB Auditing Standard 3101. This comment is also applicable to the auditors' report included in your
current registration statement on Form S-1 filed on July 16, 2025.

 COMPANY RESPONSE: In response to the Staff's
comment, the Company has revised the Report of Independent Registered Public Accounting Firm included with the Amendment No. 2.

 Form 10-K for the Fiscal Year Ended December 31, 2024

 Item 9A. Controls and Procedures

 a) Evaluation of Disclosure Controls and Procedures, page 79

 3. We note your disclosures do not include management's conclusion
that disclosure controls and procedures were not effective as of December 31, 2024 as required by Item 307 of Regulation S-K. Please
file an amended Form 10-K to comply with Item 307 of Regulation S-K.

 COMPANY RESPONSE: In response
to the Staff's comment, the Company has revised the disclosure on pages 83, and 84 of the Amendment No. 2.

 2

 Please do not hesitate to
contact James A. Prestiano of Loeb & Loeb LLP at (212) 407-4831 with any questions or comments regarding this letter.

 Sincerely,

 /s/ James A. Prestiano

 James A. Prestiano

 Senior Counsel

 cc:
 Scott Wallace, CEO ECD Automotive Design, Inc.

 David J. Levine, Esq.

 3

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<TEXT>
 August 6, 2025

Scott Wallace
Chief Executive Officer
ECD Automotive Design, Inc.
4390 Industrial Lane
Kissimmee, Florida 34758

 Re: ECD Automotive Design, Inc.
 Amendment No. 1 to Form 10-K for the Fiscal Year Ended December 31,
2024
 Filed July 16, 2025
 Form 10-K for the Fiscal Year Ended December 31, 2024
 Filed April 15, 2025
 File No. 001-41497
Dear Scott Wallace:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Amendment No. 1 to Form 10-K for the Fiscal Year Ended December 31, 2024
Exhibits 31 and 32

1. We note that Section 302 and 906 certifications were not included in
your Form 10-
 K/A filed on July 16, 2025. Please file a full amended Form 10-K and
 provide currently dated officers' certifications in Exhibits 31 and 32
as required by
 Item 601 of Regulation S-K.
Report of the Independent Registered Public Accounting Firm

2. We note the auditors' report includes some, but not all, disclosures
required in a going
 concern paragraph and also includes additional disclosures such as If
the Company is
 unable to raise sufficient funding, it may struggle to reach its future
obligations and
 the Company has determined that these factors raise substantial
doubt. Please be
 advised that PCAOB Auditing Standard 2415 states the auditor has a
responsibility to
 August 6, 2025
Page 2

 evaluate whether there is substantial doubt about an entity's ability to
continue as a
 going concern for a reasonable period of time, not to exceed one year
beyond the date
 of the financial statements being audited. If your auditor concluded,
after considering
 identified conditions and events and management's plans, there is
substantial doubt
 about your ability to continue as a going concern for a reasonable
period of time,
 please file an amended Form 10-K and have the auditor revise their
report to include
 an explanatory paragraph, immediately following the opinion paragraph
and
 appropriately titled, that complies with the disclosure requirements set
forth in
 paragraph 13 of PCAOB Auditing Standard 2415. If your auditor did not
 conclude there is substantial doubt about your ability to continue as a
going concern
 for a reasonable period of time, please have them explain to us the
purpose of
 the current explanatory paragraph in their report, including how and why
they believe
 it complies with PCAOB Auditing Standard 3101. This comment is also
applicable to
 the auditors' report included in your current registration statement on
Form S-1 filed
 on July 16, 2025.
Form 10-K for the Fiscal Year Ended December 31, 2024
Item 9A. Controls and Procedures
a) Evaluation of Disclosure Controls and Procedures, page 79

3. We note your disclosures do not include management's conclusion that
disclosure
 controls and procedures were not effective as of December 31, 2024 as
required by
 Item 307 of Regulation S-K. Please file an amended Form 10-K to comply
with Item
 307 of Regulation S-K.
 In closing, we remind you that the company and its management are
responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review,
comments,
action or absence of action by the staff.

 Please contact Dale Welcome at 202-551-3865 or Anne McConnell at
202-551-3709
with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
</TEXT>
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EF
Hutton Acquisition Corporation I

24
Shipyard Drive, Suite 102

Hingham,
MA 02043

Tel
No. (929) 528-0767

November
7, 2023

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

    Registration
    Statement on Form S-4

    File
    No. 333-272914

Dear
Ms. Donahue and Mr. Ewing:

In
accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), EF Hutton Acquisition Corporation I, a
Delaware corporation (the “Company”), hereby requests that the effective date of the above-referenced registration statement
(the “Registration Statement”) be accelerated to Thursday, November 9, 2023, at 4:00 p.m. Eastern Time, or as soon thereafter
as practicable. In making this acceleration request, the Company acknowledges that it is aware of its responsibilities under the Act.

Please
notify James Prestiano of Loeb & Loeb LLP, counsel to the Company, at (212) 407-4831 or at jprestiano@loeb.com, as soon as the Registration
Statement has been declared effective, or if you have any other questions or concerns regarding this matter.

    Very
    truly yours,

    EF
    Hutton Acquisition Corporation I

    By:
    /s/
    Benjamin Piggott

    Name:
    Benjamin
    Piggott

    Title:
    Chairman
    and Chief Executive Officer

  cc:
  Scott Wallace, Chief Executive Officer Humble Imports Inc.,
d/b/a ECD Auto Design

CORRESP
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    345
    Park Avenue

    New
    York, NY 10154

    Main
    212.407.4000

    Fax
    212.407.4990

    jwww.loeb.com

November 3, 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. 2 to Registration Statement on Form S-4

    Filed
    on October 19, 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 November 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. 2 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.

Registration
Statement on Form S-4 filed October 19, 2023

Summary,
page 18

1.
Please revise to disclose the material terms of the Series A Convertible Preferred Stock.

RESPONSE:
The Company acknowledges the Staff’s comment and has revised the disclosures on pages 18, 174 and 175 of the
Amended Registration Statement.

Division
of Corporation Finance

Office
of Manufacturing

U.S.
Securities and Exchange Commission

November
3, 2023

Page
2

Comparison
of Corporate Governance and Stockholder Rights, page 174

2.
We note that your disclosure on page 176 appears to conflict with the exclusive forum provision on page C-8. Please revise or clarify.

RESPONSE:
The Company acknowledges the Staff’s comment and has revised the disclosures on page 178 of the Amended Registration Statement.

General

3.
It appears that you are attempting to register the offer and sale of securities to ECD securityholders. Given that a majority of the
common stock held by the ECD securityholders has already approved the Merger Agreement, please tell us how you concluded it is
appropriate to register the offer and sale now. Refer to Securities Act Sections, Compliance and Disclosure Interpretation No.
239.13.

RESPONSE:
In Compliance and Disclosure Interpretation (C&DI) Question 239.13, the Staff addressed the application of the Securities Act
of 1933 to written consents by a target company’s shareholders approving a merger or other business combination transaction in
which the acquiring company intends to register the securities issued in the transaction with the SEC. The Staff stated that the approval
of such a transaction by written consent in lieu of a meeting of the target company’s shareholders involves a private offering
of the acquiror’s securities that will preclude the acquiror from later registering an offering of the securities on Form S-4.
However, the Staff stated in the C&DI that the SEC will permit the registration of an offering of an acquiror’s securities
on Form S-4 where the parties use lock-up agreements to obtain a commitment from a target company’s management and principal security
holders to vote in favor of a business combination provided certain conditions are met. Specifically, C&DI Question 239.13 provides:

Recognizing
the legitimate business reasons for seeking lock-up agreements in the course of business combination transactions, the staff has not
objected to the registration of offers and sales where lock-up agreements have been signed in the following circumstances:

 ● the
                                            lock-up agreements involve only executive officers, directors, affiliates, founders and their
                                            family members, and holders of 5% or more of the voting equity securities of the company
                                            being acquired;

 ● the
                                            persons signing the lock-up agreements collectively own less than 100% of the voting equity
                                            of the target; and

 ● votes
                                            will be solicited from shareholders of the company being acquired who have not signed the
                                            agreements and would be ineligible to purchase in a private offering.

Division
of Corporation Finance

Office
of Manufacturing

U.S.
Securities and Exchange Commission

November 3, 2023

Page
3

In
connection with the proposed business combination at issue, the Company complied with all of the requirements of C&DI Question 239.13.
The Company entered into support agreements (the “Support Agreements”) executed only by executive officers and greater than
5% shareholders of Humble Imports, Inc. d/b/a ECD Auto Design (the “Target”) to vote in favor of the business combination
at a future stockholder meeting of the Target to approve the transaction contemplated by the merger agreement (the Merger Agreement”).
See Support Agreement Paragraph 1. The Company obtained Support Agreements from persons who collectively own less than 100% of
the voting equity of the Target and votes will be solicited from shareholders of the Target who have not signed Support Agreements and
would be ineligible to purchase in a private offering.

Pursuant
to the Merger Agreement, it is a condition precedent to the closing of the business combination that votes will be solicited from shareholders
of the Target, which includes the shareholders of the Target who have not signed the Support Agreements. See Merger Agreement
Section 9.1(c). No written consents approving the business combination transaction contemplated by the Merger Agreement have been solicited
or executed by any of the Target’s shareholders and the Target has not held a meeting of its shareholders to vote on approval of
the business combination transaction contemplated by the Merger Agreement. Such Target shareholder approval will not take place until
after the registration statement is declared effective.

Based
on the foregoing, the Company believes that it has fully complied with the requirements of C&DI Question 239.13 and is properly using
Form S-4 to register the securities being offered in the proposed business combination.

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/
    James Prestiano

    James
                                            Prestiano

United States securities and exchange commission logo
November 2, 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
Amendment No. 2 to Registration Statement on Form S-4
Filed October 19, 2023
File No. 333-272914
Dear Benjamin Piggott:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our August 2, 2023 letter.
Registration Statement on Form S-4 filed October 19, 2023
Summary, page 18
1.Please revise to disclose the material terms of the Series A Convertible Preferred Stock.
Comparison of Corporate Governance and Stockholder Rights, page 174
2.We note that your disclosure on page 176 appears to conflict with the exclusive forum
provision on page C-8.  Please revise or clarify.

 FirstName LastNameBenjamin Piggott
 Comapany NameEF Hutton Acquisition Corp I
 November 2, 2023 Page 2
 FirstName LastName
Benjamin Piggott
EF Hutton Acquisition Corp I
November 2, 2023
Page 2
General
3.It appears that you are attempting to register the offer and sale of securities to ECD
securityholders. Given that a majority of the common stock held by the ECD
securityholders has already approved the Merger Agreement, please tell us how you
concluded it is appropriate to register the offer and sale now. Refer to Securities Act
Sections, Compliance and Disclosure Interpretation No. 239.13.
            Please contact Ernest Greene at 202-551-3733 or Andrew Blume at 202-551-3254 if you
have questions regarding comments on the financial statements and related matters. Please
contact Erin Donahue at 202-551-6063 or Evan Ewing at 202-551-5920 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
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    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

United States securities and exchange commission logo
August 2, 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
Amendment No. 1 to Registration Statement on Form S-4
Filed July 21, 2023
File No. 333-272914
Dear Benjamin Piggott:
            We have reviewed your amended 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 amending your registration statement and providing the
requested information.  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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our July 13, 2023 letter.
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.

 FirstName LastNameBenjamin Piggott
 Comapany NameEF Hutton Acquisition Corp I
 August 2, 2023 Page 2
 FirstName LastName
Benjamin Piggott
EF Hutton Acquisition Corp I
August 2, 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.
            You may contact Ernest Greene at 202-551-3733 or Andrew Blume at 202-551-3254 if
you have questions regarding comments on the financial statements and related matters. Please
contact Erin Donahue at 202-551-6063 or Evan Ewing at 202-551-5920 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
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    345
    Park Avenue

    New
    York, NY 10154

    Main
    212.407.4000

    Fax
    212.407.4990

    jwww.loeb.com

July
21, 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

    Registration
    Statement on Form S-4

    Filed
    on June 26, 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 July 13, 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 filed with the Commission on June 26, 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.

Registration
Statement on Form S-4

Ownership
of the Post-Business Combination Company After the Closing, page 23

1. Please
                                            reconcile for us the ownership interest percentages of ECD Automotive Design, Inc. in the
                                            organization chart on page 23 to the ownership percentages in the “Equity Capitalization
                                            Summary” table on the same page.

RESPONSE:
The Company acknowledges the Staff’s comment and has revised the disclosures on page 23 of the Amended Registration Statement
to reconcile the ownership interest percentages.

Division
of Corporation Finance

Office
of Manufacturing

U.S.
Securities and Exchange Commission

July
21, 2023

Page
2

EFHAC’s
Board of Directors’ Reasons for the Approval of the Business Combination, page 63

2. Please revise
the production plan and margin expansion opportunity table on page 63 to label each column.

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

Adjustments
to Unaudited Pro Forma Condensed Combined Balance Sheet, page 131

3. We
                                            note that pro forma adjustment (J) reflects the impact of a $35 million PIPE financing. However,
                                            your disclosures throughout the filing, including on page 43, indicate that there currently
                                            “is no commitment for the proposed additional financing” and that there “is
                                            no assurance” that you will enter into subscriptions at the presumed terms “or
                                            at all.” Please remove the PIPE Financing adjustment from your pro forma financial
                                            statements until if and when there are formal agreements in place. Prominently disclose,
                                            to the extent applicable, that the redemption scenarios depicted would not meet the conditions
                                            necessary for the merger transaction to be consummated.

RESPONSE:
The Company acknowledges the Staff’s comment and has revised the disclosures on pages 127-138 of the Amended Registration Statement.

Adjustments to Unaudited Pro Forma Condensed Combined Financial Information, page 137

4. We
                                            note your response to prior comment 26 and your disclosure that the pro forma combined statement
                                            of operations “does not reflect a provision for income taxes or any amounts that would
                                            have resulted had the Combined Company filed consolidated income tax returns during the periods
                                            presented.” Please disclose and confirm that you have used the separate return method
                                            in calculating the pro forma tax provision and tax effects of your pro forma adjustments.
                                            Refer to Rule 11-02(b)(5) of Regulation S-X.

RESPONSE:
The Company acknowledges the Staff’s comment and has revised the disclosures on page 137 of the Amended Registration Statement.

Financial
Statements - Humble Imports, Inc. d/b/a ECD Auto Design 6. Lease, page F-49

5. We
                                            note your response to prior comment 31 and that the square footage related to the ECD UK
                                            lease in Burton Upon Trent, Staffordshire is still blank on page 108. As previously requested,
                                            please populate the square footage related to this lease.

RESPONSE:
The Company acknowledges the Staff’s comment and has revised the disclosures on page 108 of the Amended Registration Statement.

Division
of Corporation Finance

Office
of Manufacturing

U.S.
Securities and Exchange Commission

July
21, 2023

Page
3

 General

6. We
                                            note your response to prior comment 43. Please revise to disclose how EF Hutton is assisting
                                            EFHAC with the PIPE Financing

RESPONSE:
The Company acknowledges the Staff’s comment and has revised the disclosures on page 8 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

United States securities and exchange commission logo
July 13, 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
Registration Statement on Form S-4
Filed June 26, 2023
File No. 333-272914
Dear Benjamin Piggott:
            We have reviewed your 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 amending your registration statement and providing the
requested information.  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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-4
Ownership of the Post-Business Combination Company After the Closing, page 23
1.Please reconcile for us the ownership interest percentages of ECD Automotive Design,
Inc. in the organization chart on page 23 to the ownership percentages in the "Equity
Capitalization Summary" table on the same page.
EFHAC's Board of Directors' Reasons for the Approval of the Business Combination, page 63
2.Please revise the production plan and margin expansion opportunity table on page 63 to
label each column.

 FirstName LastNameBenjamin Piggott
 Comapany NameEF Hutton Acquisition Corp I
 July 13, 2023 Page 2
 FirstName LastName
Benjamin Piggott
EF Hutton Acquisition Corp I
July 13, 2023
Page 2
Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet, page 131
3.We note that pro forma adjustment (J) reflects the impact of a $35 million PIPE
financing.  However, your disclosures throughout the filing, including on page
43, indicate that there currently "is no commitment for the proposed additional financing"
and that there "is no assurance" that you will enter into subscriptions at the presumed
terms "or at all."  Please remove the PIPE Financing adjustment from your pro forma
financial statements until if and when there are formal agreements in place.  Prominently
disclose, to the extent applicable, that the redemption scenarios depicted would not meet
the conditions necessary for the merger transaction to be consummated.
3. Adjustments to Unaudited Pro Forma Condensed Combined Financial Information, page 137
4.We note your response to prior comment 26 and your disclosure that the pro forma
combined statement of operations "does not reflect a provision for income taxes or any
amounts that would have resulted had the Combined Company filed consolidated income
tax returns during the periods presented."  Please disclose and confirm that you have used
the separate return method in calculating the pro forma tax provision and tax effects
of your pro forma adjustments.  Refer to Rule 11-02(b)(5) of Regulation S-X.
Financial Statements - Humble Imports, Inc. d/b/a ECD Auto Design 6. Lease, page F-49
5.We note your response to prior comment 31 and that the square footage related to
the ECD UK lease in Burton Upon Trent, Staffordshire is still blank on page 108.  As
previously requested, please populate the square footage related to this lease.
General
6.We note your response to prior comment 43.  Please revise to disclose how EF Hutton is
assisting EFHAC with the PIPE Financing.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Ernest Greene at 202-551-3733 or Andrew Blume at 202-551-3254 if
you have questions regarding comments on the financial statements and related matters. Please
contact Erin Donahue at 202-551-6063 or Evan Ewing at 202-551-5920 with any other
questions.

 FirstName LastNameBenjamin Piggott
 Comapany NameEF Hutton Acquisition Corp I
 July 13, 2023 Page 3
 FirstName LastName
Benjamin Piggott
EF Hutton Acquisition Corp I
July 13, 2023
Page 3
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

    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

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.

 FirstName LastNameBenjamin Piggott
 Comapany NameEF Hutton Acquisition Corp I
 May 25, 2023 Page 3
 FirstName LastName
Benjamin Piggott
EF Hutton Acquisition Corp I
May 25, 2023
Page 3
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.

 FirstName LastNameBenjamin Piggott
 Comapany NameEF Hutton Acquisition Corp I
 May 25, 2023 Page 6
 FirstName LastNameBenjamin Piggott
EF Hutton Acquisition Corp I
May 25, 2023
Page 6
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

 FirstName LastNameBenjamin Piggott
 Comapany NameEF Hutton Acquisition Corp I
 May 25, 2023 Page 7
 FirstName LastName
Benjamin Piggott
EF Hutton Acquisition Corp I
May 25, 2023
Page 7
•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

CORRESP
1
filename1.htm

September
6, 2022

VIA
EDGAR

Division
of Corporation Finance

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    EF
    Hutton Acquisition Corporation I

    Registration
    Statement on Form S-1 (File No. 333-264314)

    Request
    for Acceleration of Effective Date

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), the undersigned
hereby join EF Hutton Acquisition Corporation I in requesting that the Securities and Exchange Commission take appropriate action to
cause the Registration Statement on Form S-1 (File No. 333-264314) (the “Registration Statement”) to become effective on
September 8, 2022, at 4:30 p.m. Eastern Time, or as soon as practicable thereafter.

Pursuant
to Rule 460 under the Act, please be advised that we will take reasonable steps to secure adequate distribution of the prospectus to
underwriters, dealers, institutions and others prior to the requested effective time of the Registration Statement.

We
have been informed by the participating underwriters that they will comply with the requirements of Rule 15c2-8 under the Securities
Exchange Act of 1934, as amended, to the extent applicable.

[Signature
page follows]

    Very truly yours,

    EF Hutton, division of Benchmark Investments, LLC

    as representative of the several underwriters

    By:
    /s/
    Sam Fleischman

    Name:
    Sam
    Fleischman

    Title:
    Supervisory
    Principal

    Craig-Hallum
    Capital Group LLC

    By:
    /s/
    Rick Hartfiel

    Name:
    Rick Hartfiel

    Title:
    Managing Partner

CORRESP
1
filename1.htm

EF
Hutton Acquisition Corportation I

24
Shipyard Avenue, Suite 102

Hingham,
MA 02043

September
6, 2022

VIA
EDGAR

Division
of Corporation Finance

Office
of Trade and Services

U.S.
Securities & Exchange Commission

100
F Street, NE

Washington,
D.C. 20549

    RE:
    EF Hutton Acquisition Corporation
    I (the “Company”)

    Registration Statement on Form S-1

    (File No. 333-264314) (the “Registration
    Statement”)

Ladies
and Gentlemen:

The
Company hereby requests, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of effectiveness
of the Registration Statement so that such Registration Statement will become effective as of 4:30 p.m. on September 8, 2022, or as soon
thereafter as practicable.

    EF Hutton Acquisition Corporation I

    By:
    /s/
    Benjamin Piggott

    Name:

    Benjamin Piggott

    Title:
    Chief Executive Officer

CORRESP
1
filename1.htm

    345
                                            Park Avenue

    New
    York, NY 10154

    Main
                                            212.407.4000

    Fax
    212.407.4990

    www.loeb.com

August
18, 2022

Via
EDGAR

Division
of Corporation Finance

Office
of Real Estate & Construction

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington,
DC 20549

    Attn:
    Shih-Kuei
                                            Chen

    Mary
    Beth Breslin

    Re:

    EF
    Hutton Acquisition Corporation I

    Amendment
    No. 3 to Registration Statement on Form S-1

    Filed
    July 29, 2022

    File
    No. 333-264314

Dear
Mr. Chen and Ms. Breslin:

On
behalf of EF Hutton Acquisition Corporation I (the “Company”), we are hereby responding to the letter, dated
August 4, 2022 (the “Comment Letter”), from the staff (the “Staff”) of the U.S. Securities
and Exchange Commission, regarding the Company’s registration statement on Form S-1 Amendment No. 3, File No. 333-264314 (the “Registration
Statement”). In order to update and revise certain information in the Registration Statement, the Company is filing a fourth
amendment to the Registration Statement (the “Amendment”) with the Commission today.

*
* *

Amendment
No. 3 to Registration Statement on Form S-1 filed July 29, 2022

The
Offering, page 10

1.
We note your amended disclosure on page 15 that “[t]he Roth affiliates have agreed that the founder shares may not be sold….”
Please clarify who are the Roth affiliates, and their roles in this offering.

Response:
The term “Roth affiliates” on page 15 of the Registration Statement was a typographical error and no such parties
have any role in connection with this offering. To address the Staff’s comment we have revised the disclosure on Page 15 of
the Registration Statement by replacing the name “Roth” with “EF Hutton.” Please see the Amendment at Page 15
for the revision.

Please
do not hesitate to contact Mitchell Nussbaum at (212) 407-4159 or James A. Prestiano at (212) 407-4831 of Loeb & Loeb LLP with any
questions or comments regarding this letter.

    Sincerely,

    /s/
    James A. Prestiano

    Loeb
    & Loeb LLP

    cc:
    Benjamin
    Piggott, CEO

    EF
    Hutton Acquisition Corporation I

United States securities and exchange commission logo
August 4, 2022
Benjamin Piggott
Chairman and Chief Executive Officer
EF Hutton Acquisition Corporation I
24 Shipyard Drive, Suite 102
Hingham, MA 02043
Re:EF Hutton Acquisition Corporation I
Amendment No. 3 to Registration Statement on Form S-1
Filed July 29, 2022
File No. 333-264314
Dear Mr. Piggott:
            We have reviewed your amended registration statement and have the following
comment.  In our comment, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to the comment, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our June 21, 2022 letter.
Amendment No. 3 to Registration Statement on Form S-1 filed July 29, 2022
The Offering, page 10
1.We note your amended disclosure on page 15 that “[t]he Roth affiliates have agreed that
the founder shares may not be sold….”  Please clarify who are the Roth affiliates, and
their roles in this offering.

 FirstName LastNameBenjamin Piggott
 Comapany NameEF Hutton Acquisition Corporation I
 August 4, 2022 Page 2
 FirstName LastName
Benjamin Piggott
EF Hutton Acquisition Corporation I
August 4, 2022
Page 2
            You may contact Eric McPhee at 202-551-3693 or Shannon Menjivar at 202-551-3856 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Shih-Kuei Chen at 202-551-7664 or Mary Beth Breslin at 202-551-3625 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       James A. Prestiano, Esq.

CORRESP
1
filename1.htm

    345
    Park Avenue

    New
    York, NY 10154

    Main
    212.407.4000

    Fax
    212.407.4990

    www.loeb.com

June 24, 2022

Via
EDGAR

Division
of Corporation Finance

Office
of Real Estate & Construction

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington,
DC 20549

    Attn:
    Shih-Kuei
    Chen

    Mary
    Beth Breslin

    Re:

    EF
    Hutton Acquisition Corporation I

    Amendment
    No. 1 to Registration Statement on Form S-1

    Filed
    June 2, 2022

    File
    No. 333-264314

Dear
Mr. Chen and Ms. Breslin:

On
behalf of EF Hutton Acquisition Corporation I (the “Company”), we are hereby responding to the letter, dated
June 21, 2022 (the “Comment Letter”), from the staff (the “Staff”) of the
U.S. Securities and Exchange Commission, regarding the Company’s Registration Statement on Form S-1 Amendment No. 1, File No. 333-264314
(the “Registration Statement”). In order to update and revise certain information in the Registration
Statement, the Company is filing a second amendment to the Registration Statement with the Commission today.

*
* *

Amendment
No. 1 to Form S-1

General

1.
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.
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. Disclose that as a result, the pool of potential targets with which you could complete an initial
business combination may be limited. 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.

Response:
The Company’s sponsor is neither controlled by, nor does it have substantial ties with a non-U.S. person.

Please
do not hesitate to contact Mitchell Nussbaum at (212) 407-4159 or James A. Prestiano at (212) 407-4831 of Loeb & Loeb LLP with any
questions or comments regarding this letter.

    Sincerely,

    /s/
    James A. Prestiano

    Loeb
    & Loeb LLP

    cc:
    Benjamin
    Piggott

    EF
    Hutton Acquisition Corporation I

United States securities and exchange commission logo
June 21, 2022
Benjamin Piggott
Chairman and Chief Executive Officer
EF Hutton Acquisition Corporation I
24 Shipyard Drive, Suite 102
Hingham, MA 02043
Re:EF Hutton Acquisition Corporation I
Amendment No. 1 to Registration Statement on Form S-1
Filed June 2, 2022
File No. 333-264314
Dear Mr. Piggott:
            We have reviewed your amended registration statement and have the following
comment.  In our comment, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to the comment, we may have additional comments.
Amendment No. 1 to Form S-1
General
1.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.  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.  Disclose that
as a result, the pool of potential targets with which you could complete an initial business
combination may be limited.  Further, disclose that the time necessary for government
review of the transaction or a decision to prohibit the transaction could prevent you from

 FirstName LastNameBenjamin Piggott
 Comapany NameEF Hutton Acquisition Corporation I
 June 21, 2022 Page 2
 FirstName LastName
Benjamin Piggott
EF Hutton Acquisition Corporation I
June 21, 2022
Page 2
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.
            You may contact Eric McPhee at 202-551-3693 or Shannon Menjivar at 202-551-3856 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Shih-Kuei Chen at 202-551-7664 or Mary Beth Breslin at 202-551-3625 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       James A. Prestiano, Esq.

CORRESP
1
filename1.htm

    345
    Park Avenue

    New
York, NY 10154-1895

    Direct

    Main

    Fax

    212.407.4000

    212.407.4000

    212.407.4990

June
2, 2022

Division
of Corporate Finance

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington,
DC 20549

    Attn:
    Shih-Kuei
    Chen

    Mary
    Beth Breslin

    Re:
    EF
    Hutton Acquisition Corp I

    Registration
    Statement on Form S-1

    Filed
    April 14, 2022

    File
    No. 333-264314

Dear
Mr. Chen and Ms. Breslin:

On
behalf of EF Hutton Acquisition Corporation I (the “Company”), we are hereby responding to the letter, dated
May 18, 2022 (the “Comment Letter”), from the staff (the “Staff”) of the U.S. Securities
and Exchange Commission, regarding the Company’s Registration Statement on Form S-1, File No. 333-264314 (the “Registration
Statement”). In response to the Comment Letter and to update and revise certain information in the Registration Statement,
the Company is filing a first amendment to the Registration Statement (the “Amended Registration Statement”)
with the Commission today.

*          *          *

Registration
Statement on Form S-1 filed April 14, 2022

Cover
Page

    1.
    Please
    revise to disclose that your sponsor and founders are affiliated with the sole book-running manager of the underwriters and that
    you have engaged a qualified independent underwriter as referenced on pages 25 and 152. Please also identify the qualified independent
    underwriter on the cover page.

Response:
The Company has revised the cover page of the Amended Registration Statement to disclose that its sponsor and founders are affiliated
with the sole book-running manager of the underwriters and that we have engaged a qualified independent underwriter.

Division
of Corporate Finance

U.S.
Securities and Exchange Commission

June
2, 2022

Page
two

Summary

Manner
of Redemptions, page 19

    2.
    Where
    you state on page 20 that each public stockholder may elect to redeem its public shares irrespective of whether they vote for or
    against the proposed transaction, please clarify whether public shareholders may elect to redeem if they abstain from voting on the
    proposed transaction.

Response:
The Company has revised its disclosure on pages 20, 95, 104 and 127 of the Amended Registration Statement to clarify that each public
stockholder may elect to redeem its public shares irrespective of whether they vote for or against the proposed transaction or if they
abstain from voting on the proposed transaction.

Please
do not hesitate to contact Mitchell Nussbaum at (212) 407-4159 or James A. Prestiano at (212) 407-4831 of Loeb & Loeb LLP with any
questions or comments regarding this letter.

    Sincerely,

    /s/
    James A. Prestiano

    Loeb
    & Loeb LLP

    cc:
    Benjamin
    Piggott

    EF
    Hutton Acquisition Corporation I

United States securities and exchange commission logo
May 18, 2022
Benjamin Piggott
Chairman and Chief Executive Officer
EF Hutton Acquisition Corp I
24 Shipyard Drive, Suite 102
Hingham, MA 02043
Re:EF Hutton Acquisition Corp I
Registration Statement on Form S-1
Filed April 14, 2022
File No. 333-264314
Dear Mr. Piggott:
            We have reviewed your 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 amending your registration statement and providing the
requested information.  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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1 filed April 14, 2022
Cover Page
1.Please revise to disclose that your sponsor and founders are affiliated with the sole book-
running manager of the underwriters and that you have engaged a qualified independent
underwriter as referenced on pages 25 and 152. Please also identify the qualified
independent underwriter on the cover page.
Summary
Manner of Redemptions, page 19
2.Where you state on page 20 that each public stockholder may elect to redeem its public
shares irrespective of whether they vote for or against the proposed transaction, please
clarify whether public shareholders may elect to redeem if they abstain from voting on the

 FirstName LastNameBenjamin Piggott
 Comapany NameEF Hutton Acquisition Corp I
 May 18, 2022 Page 2
 FirstName LastName
Benjamin Piggott
EF Hutton Acquisition Corp I
May 18, 2022
Page 2
proposed transaction.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Eric McPhee at 202-551-3693 or Shannon Menjivar at 202-551-3856 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Shih-Kuei Chen at 202-551-7664 or Mary Beth Breslin at 202-551-3625 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       James A. Prestiano, Esq.