Adopted Accounting Pronouncements In November 2023, the FASB issued ASU 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures," which will add required disclosures of significant expenses for each reportable segment, as well as certain other disclosures to help investors understand how the chief operating decision maker ("CODM") evaluates segment expenses and operating results. The new guidance requires public entities to disclose, on an annual and interim basis, significan ...

PART I [ITEM 1. BUSINESS.](index=7&type=section&id=ITEM%201.%20BUSINESS.) The company is a custom builder of Restomod British classic vehicles, targeting high-net-worth individuals with an in-house production model - ECD is an award-winning custom-car builder in the Restomod sector, focusing on British classic motor vehicles such as Land Rover Defenders, Range Rover Classic, Land Rover Series, and Jaguar E-Types[23](index=23&type=chunk)[24](index=24&type=chunk) - The company's mission is to create fully-customized, 1-of-1 luxury vehicle designs with a client-centered experience, with **all production stages completed in-house**[23](index=23&type=chunk)[24](index=24&type=chunk)[25](index=25&type=chunk) - ECD targets high-net-worth individuals and aims for annual revenues of **$70.0 million - $80.0 million** and a gross margin of **35.0% - 40.0%** when its anticipated third production line operates at full capacity[26](index=26&type=chunk) - The company offers a 'white-glove' immersive client experience with bi-weekly contact points for design decisions, resulting in **20% of sales from repeat clients**[28](index=28&type=chunk) - Additional upgrades average **$83,000**, potentially reaching **$150,000** over a **$230,000** base contract price per vehicle, contributing to higher margins[28](index=28&type=chunk) - ECD estimates its production represented **over a quarter** of the Land Rover Defender restoration and customization market in the US in 2023[34](index=34&type=chunk) - Currently operating two production lines, ECD plans to convert a third line for iconic American vehicles in **Q1 2024**[25](index=25&type=chunk)[66](index=66&type=chunk) - ECD has an **exclusive 2-year agreement with Ampere EV** for electric drivetrain systems for its key vehicle models in the United States[41](index=41&type=chunk)[42](index=42&type=chunk) Key Financial Performance (2023 vs. 2022) | Metric | 2023 | 2022 | | :--- | :--- | :--- | | Total Revenue | $15.1 million | $12.3 million | | Net Loss | $1.6 million | $1.5 million | | 2022 Gross Margin | 28.1% | (vs. mass market auto industry average of 17.3%) | [ITEM 1A. RISK FACTORS.](index=26&type=section&id=ITEM%201A.%20RISK%20FACTORS.) The company faces risks from its limited operating history, history of losses, and dependence on a specialized luxury market - ECD has a **limited operating history with a history of losses** and expects to incur significant expenses in the near term[127](index=127&type=chunk) - Failure to effectively manage growth, including launching new products and increasing production capacity, could **materially harm the business**[128](index=128&type=chunk) - Customer dissatisfaction with highly customized vehicles, which are not test-driven prior to delivery, could **negatively affect ECD's reputation**[131](index=131&type=chunk) - The business is highly dependent on the price, availability, and quality of used base vehicles and relies on a **limited number of international and single-source component suppliers**, creating supply chain risks[132](index=132&type=chunk)[171](index=171&type=chunk)[173](index=173&type=chunk) - ECD's business is **highly specialized**, focusing on Land Rover Series, Land Rover Defenders, Range Rover Classics, and Jaguar E-Types, lacking diversification[136](index=136&type=chunk)[137](index=137&type=chunk) - The company's ability to manufacture and deliver high-quality electric vehicles (EVs) at scale is **unproven**[138](index=138&type=chunk)[139](index=139&type=chunk) - Future growth is dependent on the continuing demand for high-end custom passenger vehicles, a market **sensitive to economic downturns**[140](index=140&type=chunk)[167](index=167&type=chunk) - The company relies on contractual rights and trade secret laws to protect its proprietary methods, as **regulatory protection like patents or trademarks is largely unavailable**[141](index=141&type=chunk) - The company may require additional financing, and **events of default have occurred** under its Convertible Note[166](index=166&type=chunk)[197](index=197&type=chunk) - Stockholders will experience **significant dilution** from the conversion of the Convertible Note and the exercise of outstanding warrants[199](index=199&type=chunk) - Management identified a **material weakness in internal control over financial reporting** as of December 31, 2023, which required the restatement of prior financial statements[236](index=236&type=chunk)[384](index=384&type=chunk) [ITEM 1B. UNRESOLVED STAFF COMMENTS.](index=52&type=section&id=ITEM%201B.%20UNRESOLVED%20STAFF%20COMMENTS.) The company reports no unresolved staff comments - No unresolved staff comments are applicable[249](index=249&type=chunk) [ITEM 1C. CYBERSECURITY.](index=52&type=section&id=ITEM%201C.%20CYBER%20SECURITY.) Cybersecurity risk is overseen by the Board, with no incidents reported in fiscal years 2023 or 2022 - The Board has overall oversight responsibility for cybersecurity risk management, with management reporting significant incidents to the audit committee[251](index=251&type=chunk) - The company relies on third-party service providers for cybersecurity protections, utilizing two-factor authorization and password protections[250](index=250&type=chunk) - **No cybersecurity incidents** were experienced in fiscal years 2023 or 2022[251](index=251&type=chunk) [ITEM 2. PROPERTIES.](index=52&type=section&id=ITEM%202.%20PROPERTIES.) The company leases its primary manufacturing facility in Florida and a logistics center in the UK - ECD leases its primary **100,000-square-foot** manufacturing facility, known as the 'Rover Dome,' in Kissimmee, Florida[24](index=24&type=chunk)[253](index=253&type=chunk) - A wholly-owned subsidiary leases a **7,432-square-foot** facility in the UK, serving as a logistics center[253](index=253&type=chunk) - All properties are believed to be adequately maintained, in good condition, and suitable for the company's business[254](index=254&type=chunk) [ITEM 3. LEGAL PROCEEDINGS.](index=53&type=section&id=ITEM%203.%20LEGAL%20PROCEEDINGS.) The company is not aware of any legal proceedings that would materially affect its business - The company is not currently aware of any legal proceedings or claims that are expected to have a **material adverse effect** on its business, financial condition, or operating results[255](index=255&type=chunk) PART II [ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.](index=54&type=section&id=ITEM%205.%20MARKET%20FOR%20REGISTRANT'S%20COMMON%20EQUITY%2C%20RELATED%20STOCKHOLDER%20MATTERS%20AND%20ISSUER%20PURCHASES%20OF%20EQUITY%20SECURITIES.) The company's stock is listed on Nasdaq, with no dividends planned as earnings are retained for growth - ECD's Common Stock (ECDA) and Warrants (ECDAW) are listed on the **Nasdaq Global Market**[3](index=3&type=chunk)[257](index=257&type=chunk) - The company has **not paid cash dividends** on its Common Stock to date and does not anticipate paying dividends in the foreseeable future[186](index=186&type=chunk)[215](index=215&type=chunk)[259](index=259&type=chunk) - Recent sales of unregistered securities include founder shares, private units, a **$15,819,209 Senior Secured Convertible Note**, and shares issued to underwriters and a director[260](index=260&type=chunk)[263](index=263&type=chunk)[265](index=265&type=chunk)[266](index=266&type=chunk)[267](index=267&type=chunk)[268](index=268&type=chunk) - The company is authorized to issue **1,000,000,000 shares of common stock** and **20,000,000 shares of preferred stock**[270](index=270&type=chunk) - Series A Convertible Preferred Stock ranks **senior to Common Stock** regarding dividends, distributions, and liquidation preferences[271](index=271&type=chunk)[272](index=272&type=chunk)[275](index=275&type=chunk) - Warrants issued to Defender SPV LLC include a Common Shares Warrant for **1,091,525 shares** and a Preferred Shares Warrant for **15,819 shares**[278](index=278&type=chunk)[279](index=279&type=chunk) Holders of Record (May 1, 2024) | Security | Number of Holders | | :--- | :--- | | Common Stock | 29 | | Public Warrants | 7 | [ITEM 6. [Reserved]](index=57&type=section&id=ITEM%206.%20%5BReserved%5D) This item is reserved and contains no information - This item is reserved[281](index=281&type=chunk) [ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.](index=57&type=section&id=ITEM%207.%20MANAGEMENT'S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS.) The company's revenue increased in 2023, driven by higher vehicle selling prices, though net loss also grew slightly - ECD is an award-winning custom-car builder focusing on British classic vehicles, generating revenue primarily from customized vehicle sales[282](index=282&type=chunk) - The company completed a **business combination** with EF Hutton Acquisition Corporation I on December 12, 2023[286](index=286&type=chunk)[522](index=522&type=chunk)[585](index=585&type=chunk) - A Senior Secured Convertible Note with an aggregate principal amount of **$15,819,209** was issued to Defender SPV LLC on December 12, 2023[289](index=289&type=chunk)[342](index=342&type=chunk)[537](index=537&type=chunk) - **Adjusted EBITDA increased by $2.4 million** in 2023, driven by improved gross margins from higher average selling prices and production efficiencies[304](index=304&type=chunk) - Total operating expenses **increased by $2,227,947 (60.9%)** in 2023, driven by higher G&A expenses, including **$950,000 in Merger-related legal and accounting fees**[331](index=331&type=chunk)[332](index=332&type=chunk)[333](index=333&type=chunk) - As of December 31, 2023, the company had cash and cash equivalents of **$8,134,211** and working capital of **$198,824**[344](index=344&type=chunk)[536](index=536&type=chunk) - Prior financial statements were **restated** to correct misstatements in revenue recognition, inventory, warranty reserve, and other areas[526](index=526&type=chunk)[528](index=528&type=chunk)[529](index=529&type=chunk)[531](index=531&type=chunk)[532](index=532&type=chunk)[533](index=533&type=chunk)[534](index=534&type=chunk) - The company ceased to be taxed as an S corporation after the Business Combination, becoming **directly liable for federal and state income taxes**[369](index=369&type=chunk)[568](index=568&type=chunk) - As of December 31, 2023, the company had a net deferred tax asset of **$515,444**[373](index=373&type=chunk)[617](index=617&type=chunk) Consolidated Statements of Operations (2023 vs. 2022, As Restated) | Item | 2023 | 2022 (As Restated) | Variance ($) | Variance (%) | | :--- | :--- | :--- | :--- | :--- | | Revenue, net | $15,123,596 | $12,343,745 | $2,779,851 | 22.5% | | Gross profit | $4,249,238 | $1,694,877 | $2,554,361 | 150.7% | | Loss from operations | $(1,635,540) | $(1,961,954) | $326,414 | (16.6)% | | Net Loss | $(1,602,013) | $(1,459,050) | $(142,963) | 9.8% | Net Revenue by Product Category (2023 vs. 2022, As Restated) | Category | 2023 | 2022 (As Restated) | Change ($) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Parts | $41,341 | $95,293 | $(53,952) | (56.6)% | | Builds | $14,932,419 | $12,074,752 | $2,857,667 | 23.7% | | Service | $30,950 | $161,705 | $(130,755) | (80.9)% | | Warranty | $118,886 | $11,995 | $106,891 | 891.1% | | Total | $15,123,596 | $12,343,745 | $2,779,851 | 22.5% | Gross Profit and Gross Margin Percentage (2023 vs. 2022, As Restated) | Category | 2023 Gross Profit | 2023 Gross Margin | 2022 Gross Profit | 2022 Gross Margin | Change in Gross Profit ($) | Change in Gross Margin (%) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Parts | $33,408 | 80.8% | $86,246 | 90.5% | $(52,838) | (9.7)% | | Builds | $4,190,379 | 28.1% | $1,521,345 | 12.6% | $2,668,985 | 15.5% | | Service | $15,475 | 50.0% | $85,437 | 0.0% | $(69,962) | 50.0% | | Warranty | $9,976 | 8.4% | $1,799 | 15.0% | $8,177 | (6.6)% | | Total | $4,249,238 | 28.1% | $1,694,877 | 13.7% | $2,554,362 | 16.6% | Cash Flow Summary (2023 vs. 2022, As Restated) | Activity | 2023 | 2022 (As Restated) | | :--- | :--- | :--- | | Operating Activities | $(5,007,963) | $1,494,130 | | Investing Activities | $(554,815) | $(509,730) | | Financing Activities | $10,182,107 | $(278,161) | | Net increase (decrease) in cash | $4,619,329 | $706,239 | Contractual Lease Obligations (as of December 31, 2023) | Year | Amount | | :--- | :--- | | 2024 | $557,703 | | 2025 | $575,360 | | 2026 | $535,720 | | 2027 | $492,318 | | 2028 | $508,885 | | And thereafter | $2,765,297 | | **Total** | **$5,435,283** | [ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.](index=74&type=section&id=ITEM%207A.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK.) This item is not applicable to the company - This item is not applicable[378](index=378&type=chunk) [ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.](index=74&type=section&id=ITEM%208.%20FINANCIAL%20STATEMENTS%20AND%20SUPPLEMENTARY%20DATA.) This section refers to the audited consolidated financial statements starting on page F-1 of the annual report - The full text of the audited consolidated financial statements begins on page **F-1** of this annual report[379](index=379&type=chunk)[500](index=500&type=chunk)[506](index=506&type=chunk) - Included statements are Consolidated Balance Sheets, Statements of Operations, Statements of Changes in Stockholders' Equity, and Statements of Cash Flows for the years ended December 31, 2023 and 2022 (as restated)[500](index=500&type=chunk)[506](index=506&type=chunk) [ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.](index=74&type=section&id=ITEM%209.%20CHANGES%20IN%20AND%20DISAGREEMENTS%20WITH%20ACCOUNTANTS%20ON%20ACCOUNTING%20AND%20FINANCIAL%20DISCLOSURE.) This item is not applicable to the company - This item is not applicable[381](index=381&type=chunk) [ITEM 9A. CONTROLS AND PROCEDURES.](index=76&type=section&id=ITEM%209A.%20CONTROLS%20AND%20PROCEDURES.) Management concluded disclosure controls were not effective due to a material weakness in internal control over financial reporting - As of December 31, 2023, management concluded that disclosure controls and procedures were **not effective** due to a material weakness in internal control over financial reporting[384](index=384&type=chunk) - The material weakness was identified in the application of accounting policies for **revenue recognition, inventory, and technical accounting areas**[384](index=384&type=chunk) - Management plans to implement **remediation steps**, including expanding review processes and considering additional qualified staff[385](index=385&type=chunk) - Despite the material weakness, management believes the financial statements in this Annual Report **fairly present the company's financial position**[384](index=384&type=chunk) - No material changes in internal control over financial reporting occurred during the quarter ended December 31, 2023, other than the ongoing implementation of the remediation plan[386](index=386&type=chunk) [ITEM 9B. OTHER INFORMATION.](index=76&type=section&id=ITEM%209B.%20OTHER%20INFORMATION.) No other information is reported in this section - No other information is reported[387](index=387&type=chunk) [ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.](index=76&type=section&id=ITEM%209C.%20DISCLOSURE%20REGARDING%20FOREIGN%20JURISDICTIONS%20THAT%20PREVENT%20INSPECTIONS.) No disclosures are reported in this section - No disclosure regarding foreign jurisdictions that prevent inspections[388](index=388&type=chunk) PART III [ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.](index=77&type=section&id=ITEM%2010.%20DIRECTORS%2C%20EXECUTIVE%20OFFICERS%20AND%20CORPORATE%20GOVERNANCE.) The company's board consists of seven members with a majority of independent directors and three standing committees - The board of directors consists of **seven members**, divided into three staggered classes[410](index=410&type=chunk) - A **majority of directors qualify as independent**, ensuring board independence[417](index=417&type=chunk) - Key executive officers include Scott Wallace (CEO), Emily Humble (CPO), Thomas Humble (CXO), Elliot Humble (CTO), and Raymond Cole (CFO)[391](index=391&type=chunk)[392](index=392&type=chunk)[394](index=394&type=chunk)[397](index=397&type=chunk)[408](index=408&type=chunk)[409](index=409&type=chunk) - The Board has extensive involvement in risk management, with oversight accomplished through the **audit committee**[414](index=414&type=chunk) - The company has three standing committees: **Audit, Compensation, and Nominating**, all composed of independent directors[419](index=419&type=chunk)[421](index=421&type=chunk)[422](index=422&type=chunk) - A **Code of Business Conduct and Ethics** has been adopted, applicable to all employees, officers, and directors[427](index=427&type=chunk) [ITEM 11. EXECUTIVE COMPENSATION.](index=85&type=section&id=ITEM%2011.%20EXECUTIVE%20COMPENSATION.) Executive compensation consists primarily of base salary and benefits, with non-employee directors receiving cash and stock options - The Named Executive Officers (NEOs) for 2023 include Scott Wallace (CEO), Thomas Humble (CXO), Elliot Humble (CTO), Raymond Cole (CFO), and Emily Humble (CPO)[438](index=438&type=chunk) - Raymond Cole was appointed Chief Financial Officer in May 2023, with an annual base salary of **$350,000**[442](index=442&type=chunk) - Post-Business Combination, NEOs' employment agreements include a base salary, discretionary bonuses, a **$2,000.00 per month automobile allowance**, and other benefits[445](index=445&type=chunk) - ECD maintains a 401(k) plan, matching **100% of the first 3%** and **50% of the next 2%** of employee contributions[449](index=449&type=chunk) - The company adopted an Equity Incentive Plan, reserving **400,000 shares** for awards[450](index=450&type=chunk)[452](index=452&type=chunk) - Non-employee directors receive a cash payment of **$12,500 per quarterly meeting** and a one-time grant of stock options to purchase up to **15,000 shares**[456](index=456&type=chunk) Summary Compensation Table (2023 vs. 2022) | Name | Title | Year | Salary | Bonus | Other Compensation | | :--- | :--- | :--- | :--- | :--- | :--- | | Elliot Humble | Chief Technology Officer | 2023 | $100,000 | $320,000 | $4,000 | | | | 2022 | $99,999 | $21,852 | $6,000 | | Scott Wallace | Chief Executive Officer and Director | 2023 | $125,000 | $425,000 | $5,200 | | | | 2022 | $130,000 | $23,900 | $7,200 | | Thomas Humble | Chief Experience Officer and Director | 2023 | $125,000 | $320,000 | $5,000 | | | | 2022 | $40,000 | $24,150 | $3,600 | | Raymond Cole | Chief Financial Officer | 2023 | $350,000 | - | - | | Emily Humble | Chief Product Officer and Director | 2023 | $130,000 | $320,000 | $5,000 | | | | 2022 | $80,000 | $10,400 | $4,000 | [ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.](index=89&type=section&id=ITEM%2012.%20SECURITY%20OWNERSHIP%20OF%20CERTAIN%20BENEFICIAL%20OWNERS%20AND%20MANAGEMENT%20AND%20RELATED%20STOCKHOLDER%20MATTERS.) Directors and executive officers as a group beneficially own 77.3% of outstanding common stock, indicating high ownership concentration - As of May 1, 2024, there were **31,899,633 shares of Common Stock outstanding**[458](index=458&type=chunk) - **400,000 shares** of Common Stock were authorized for issuance under the company's incentive plans as of December 31, 2023[461](index=461&type=chunk) Beneficial Ownership of Common Stock (as of May 1, 2024) | Name and Address of Beneficial Owner | Number of Shares of Common Stock | % | | :--- | :--- | :--- | | Emily Humble | 12,240,000 | 38.4% | | Thomas Humble | 5,280,000 | 16.6% | | Elliot Humble | 1,200,000 | 3.8% | | Scott Wallace | 5,280,000 | 16.6% | | Raymond Cole | - | - | | Patrick Lavelle | - | - | | Robert Machinist | - | - | | Thomas Wood | 50,000 | * | | Benjamin Piggott | 631,640 | 2.0% | | All directors and executive officers as a group (9 individuals) | 24,658,640 | 77.3% | | Five Percent Holders: Defender SPV LLC | 2,020,203 | 6.3% | (* Less than 1%) [ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.](index=90&type=section&id=ITEM%2013.%20CERTAIN%20RELATIONSHIPS%20AND%20RELATED%20TRANSACTIONS%2C%20AND%20DIRECTOR%20INDEPENDENCE.) The company discloses related party transactions and has adopted a policy for their review and approval - EF Hutton Partners, LLC (Sponsor) initially purchased **3,450,000 founder shares for $25,000**[462](index=462&type=chunk)[463](index=463&type=chunk)[464](index=464&type=chunk) - No Working Capital Loans or Extension Loans from the Sponsor were outstanding as of December 31, 2023[466](index=466&type=chunk)[467](index=467&type=chunk) - ECD made payments of **$196,425 (2023)** and **$247,193 (2022)** to a transportation company owned by Thomas Humble's father[474](index=474&type=chunk) - ECD made payments of **$51,996 (2022)** to a company owned by Scott Wallace for administrative services[475](index=475&type=chunk) - A written **Related Party Transactions Policy** was adopted, requiring audit committee review for transactions exceeding **$120,000**[485](index=485&type=chunk)[486](index=486&type=chunk)[488](index=488&type=chunk)[489](index=489&type=chunk)[490](index=490&type=chunk)[491](index=491&type=chunk) [ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.](index=94&type=section&id=ITEM%2014.%20PRINCIPAL%20ACCOUNTING%20FEES%20AND%20SERVICES.) BF Borgers was appointed as the independent auditor for fiscal year 2023, with all services pre-approved by the audit committee - **BF Borgers Certified Public Accountants P.C.** was appointed as the independent registered public accounting firm for fiscal year 2023[493](index=493&type=chunk) - The Audit Committee's policy is to **pre-approve all audit and permissible non-audit services** provided by the independent registered public accounting firm[496](index=496&type=chunk) Independent Registered Public Accounting Firm Fees and Services (in thousands) | Fee Category | 2023 | 2022 | | :--- | :--- | :--- | | Audit Fees | $225 | $- | | Audit-Related Fees | $- | $- | | Tax Fees | $- | $- | | All Other Fees | $- | $- | | **Total** | **$225** | **$-** | PART IV [ITEM 15. EXHIBIT AND FINANCIAL STATEMENT SCHEDULES.](index=96&type=section&id=ITEM%2015.%20EXHIBIT%20AND%20FINANCIAL%20STATEMENT%20SCHEDULES.) This section lists all documents filed as part of the report, including financial statements and exhibits - This item lists documents filed as part of the report, including an Index to Financial Statements and an Index to Exhibits[500](index=500&type=chunk) - The company's financial statements begin on page **F-1** of this annual report[499](index=499&type=chunk)[506](index=506&type=chunk) - Financial statement schedules have been omitted because the required information is included in the financial statements or the notes thereto[500](index=500&type=chunk)

```markdown [PART I – FINANCIAL INFORMATION](index=4&type=section&id=Part%20I.%20Financial%20Information) This section details the company's interim financial statements, management's analysis, market risk, and internal controls [Item 1. Interim Financial Statements](index=4&type=section&id=Item%201.%20Interim%20Financial%20Statements) This section provides the unaudited condensed consolidated financial statements and detailed notes for EF Hutton Acquisition Corporation I [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) This section presents the company's financial position, detailing assets, liabilities, and stockholders' deficit at specific reporting dates Condensed Consolidated Balance Sheet Highlights | Metric | September 30, 2023 (Unaudited) | December 31, 2022 | | :--------------------------------- | :------------------------------- | :------------------ | | **Assets** | | | | Cash | $163 | $546,210 | | Marketable securities in Trust Account | $37,746,019 | $117,254,670 | | Total Assets | $37,834,713 | $117,994,995 | | **Liabilities** | | | | Total Current Liabilities | $4,004,748 | $681,295 | | Convertible promissory note - related party | $351,488 | — | | Deferred underwriting fee payable | $4,025,000 | $4,025,000 | | Total Liabilities | $8,381,236 | $4,706,295 | | **Stockholders' Deficit** | | | | Total Stockholders' Deficit | $(7,331,314) | $(3,537,468) | - The company's cash significantly decreased from **$546,210** at December 31, 2022, to **$163** at September 30, 2023. Marketable securities held in the Trust Account also saw a substantial reduction from **$117,254,670** to **$37,746,019**, primarily due to redemptions[10](index=10&type=chunk) - Total liabilities increased from **$4,706,295** to **$8,381,236**, driven by higher accounts payable, accrued expenses, and the introduction of an excise tax payable and a convertible promissory note from a related party[10](index=10&type=chunk) [Unaudited Condensed Consolidated Statements of Operations](index=5&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Operations) This section outlines the company's financial performance, including revenues, expenses, and net income or loss over specific periods Condensed Consolidated Statements of Operations Highlights | Metric | Three Months Ended Sep 30, 2023 | Three Months Ended Sep 30, 2022 | Nine Months Ended Sep 30, 2023 | Nine Months Ended Sep 30, 2022 | | :--------------------------------- | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | Formation and operating costs | $614,235 | $29,636 | $2,815,470 | $31,483 | | Interest earned on marketable securities | $483,983 | $126,881 | $2,876,239 | $126,881 | | Provision for income taxes | $(91,136) | $(24,385) | $(572,510) | $(24,385) | | Net (loss) income | $(221,388) | $72,860 | $(511,741) | $8,513 | | Basic and diluted net (loss) income per share (redeemable common stock) | $(0.03) | — | $(0.05) | — | | Basic and diluted net (loss) income per share (non-redeemable common stock) | $(0.03) | $0.01 | $(0.05) | $0.00 | - The company reported a net loss of **$221,388** for the three months ended September 30, 2023, a significant decline from a net income of **$72,860** in the prior-year period. For the nine months, the net loss was **$511,741**, compared to a net income of **$8,513** in 2022[11](index=11&type=chunk) - Formation and operating costs increased substantially, reaching **$614,235** for the three months and **$2,815,470** for the nine months ended September 30, 2023, compared to much lower figures in 2022[11](index=11&type=chunk) [Unaudited Condensed Consolidated Statements of Changes in Stockholders' Deficit](index=6&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Stockholders%27%20Deficit) This section details the changes in the company's stockholders' deficit, reflecting net income or loss, redemptions, and other equity adjustments Changes in Stockholders' Deficit (Nine Months Ended Sep 30, 2023) | Metric | January 1, 2023 | September 30, 2023 | | :--------------------------------- | :-------------- | :----------------- | | Total Stockholders' Deficit | $(3,537,468) | $(7,331,314) | | Accretion for common stock to redemption amount | — | $(2,457,120) | | Net (loss) income | — | $(511,741) | | Excise tax payable attributable to redemption of common stock | — | $(824,985) | - The total stockholders' deficit increased significantly from **$(3,537,468)** at January 1, 2023, to **$(7,331,314)** at September 30, 2023, primarily due to accretion for common stock to redemption amount, net losses, and excise tax payable[14](index=14&type=chunk) [Unaudited Condensed Consolidated Statements of Cash Flows](index=7&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) This section summarizes the company's cash inflows and outflows from operating, investing, and financing activities Condensed Consolidated Statements of Cash Flows Highlights | Cash Flow Activity | Nine Months Ended Sep 30, 2023 | Nine Months Ended Sep 30, 2022 | | :--------------------------------- | :----------------------------- | :----------------------------- | | Net cash used in operating activities | $(667,431) | $(240,425) | | Net cash provided by (used in) investing activities | $82,384,890 | $(116,150,000) | | Net cash (used in) provided by financing activities | $(82,263,506) | $116,997,817 | | Net Change in Cash | $(546,047) | $607,392 | | Cash – End of period | $163 | $632,392 | - Net cash used in operating activities increased to **$(667,431)** for the nine months ended September 30, 2023, from **$(240,425)** in the prior year[17](index=17&type=chunk) - Investing activities shifted from a significant outflow of **$(116,150,000)** in 2022 (due to investment into Trust Account) to a substantial inflow of **$82,384,890** in 2023, primarily from cash withdrawn from the Trust Account for redemptions[17](index=17&type=chunk) - Financing activities also reversed, moving from a large inflow of **$116,997,817** in 2022 (from IPO proceeds) to an outflow of **$(82,263,506)** in 2023, mainly due to the redemption of common stock[17](index=17&type=chunk) [Notes to Unaudited Condensed Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) This section provides detailed notes explaining the company's organization, accounting policies, and significant financial events [Note 1 — Organization and Business Operations and Going Concern](index=8&type=section&id=Note%201%20%E2%80%94%20Organization%20and%20Business%20Operations%20and%20Going%20Concern) This note details the company's organization, business operations, and going concern assessment - EF Hutton Acquisition Corporation I is a blank check company (SPAC) formed on March 3, 2021, for the purpose of effecting a Business Combination. It has not commenced operations and generates non-operating income from interest on its Trust Account[19](index=19&type=chunk)[21](index=21&type=chunk) - The company completed its Initial Public Offering (IPO) on September 13, 2022, raising **$115,000,000** from **11,500,000** units at **$10.00** per unit, and a simultaneous private placement of **257,500** units for **$2,575,000**[23](index=23&type=chunk)[24](index=24&type=chunk) - Following the IPO, **$116,150,000** was placed in a Trust Account. The company must complete a Business Combination with a fair market value of at least **80%** of the Trust Account's net assets[27](index=27&type=chunk)[28](index=28&type=chunk) - The company extended its Business Combination Period multiple times, with the latest extension to December 13, 2023, or potentially March 13, 2024, if further extended. Each one-month extension required a **$80,000** deposit into the Trust Account[39](index=39&type=chunk)[40](index=40&type=chunk)[46](index=46&type=chunk) - Management has identified a substantial doubt about the company's ability to continue as a going concern due to a lack of liquidity and the uncertainty of completing a Business Combination by the mandatory liquidation date[47](index=47&type=chunk) - In connection with a June 1, 2023, stockholder vote, **8,007,353** shares were redeemed, resulting in approximately **$82,498,497** paid out of the Trust Account and an excise tax payable of **$824,985** under the Inflation Reduction Act of 2022[39](index=39&type=chunk)[53](index=53&type=chunk) [Note 2 — Significant Accounting Policies](index=13&type=section&id=Note%202%20%E2%80%94%20Significant%20Accounting%20Policies) This note outlines the company's significant accounting policies and their application - The financial statements are prepared in accordance with GAAP for interim financial information, condensing or omitting certain disclosures per SEC rules[54](index=54&type=chunk) - The company is an 'emerging growth company' (EGC) and has elected not to opt out of the extended transition period for complying with new or revised financial accounting standards, which may affect comparability with other public companies[57](index=57&type=chunk)[58](index=58&type=chunk) - Cash and cash equivalents include short-term investments with original maturities of three months or less. As of September 30, 2023, cash was **$163**, down from **$546,210** at December 31, 2022, resulting in a working capital deficit of **$3,916,054**[61](index=61&type=chunk) - Marketable securities held in the Trust Account are primarily invested in U.S. Treasury securities via money market funds[62](index=62&type=chunk) - The company accounts for income taxes under ASC 740, recognizing deferred tax assets and liabilities. A full valuation allowance is recorded against deferred tax assets due to uncertainty of realization[66](index=66&type=chunk) Effective Tax Rate | Period | Effective Tax Rate | | :--------------------------------- | :----------------- | | Three Months Ended Sep 30, 2023 | (69.97)% | | Three Months Ended Sep 30, 2022 | 25.08% | | Nine Months Ended Sep 30, 2023 | 942.11% | | Nine Months Ended Sep 30, 2022 | 74.12% | - The effective tax rate differs from the statutory **21%** rate due to DE franchise tax fines, M&A expenses, and a valuation allowance on deferred tax assets[67](index=67&type=chunk) - Financial instruments are measured at fair value using a three-tier hierarchy (Level 1, 2, 3). Marketable securities in the Trust Account are classified as Level 1[71](index=71&type=chunk)[72](index=72&type=chunk)[74](index=74&type=chunk)[123](index=123&type=chunk) - Common stock subject to possible redemption is classified as temporary equity at redemption value, with changes recognized immediately[76](index=76&type=chunk)[77](index=77&type=chunk) [Note 3 — Initial Public Offering](index=20&type=section&id=Note%203%20%E2%80%94%20Initial%20Public%20Offering) This note provides details on the company's Initial Public Offering (IPO) - The Company sold **11,500,000** Units in its IPO, including the full exercise of the over-allotment option, at **$10.00** per Unit, generating **$115,000,000** gross proceeds[85](index=85&type=chunk) - Each Unit consists of one share of common stock, one redeemable warrant, and one right to receive **1/8** of one share of common stock[85](index=85&type=chunk) [Note 4 — Private Placement](index=20&type=section&id=Note%204%20%E2%80%94%20Private%20Placement) This note details the private placement of units conducted concurrently with the IPO - Simultaneously with the IPO, **257,500** private placement units were sold at **$10.00** per unit to the Sponsor, CFO, a director, and SHR Ventures, LLC, generating **$2,575,000**[86](index=86&type=chunk) - Private Placement Warrants are not transferable or saleable until **30** days after the Business Combination and are not redeemable by the Company while held by private placement participants[87](index=87&type=chunk) [Note 5 — Related Party Transactions](index=20&type=section&id=Note%205%20%E2%80%94%20Related%20Party%20Transactions) This note describes transactions and balances with related parties - The Sponsor initially purchased **3,450,000** founder shares for **$25,000**. After various transfers and cancellations, the Sponsor and other initial stockholders hold **3,132,500** founder shares[22](index=22&type=chunk)[88](index=88&type=chunk)[90](index=90&type=chunk) - Stock-based compensation of **$62,500** was recorded for **250,000** founder shares gifted to directors on March 8, 2022, as these were not subject to a performance condition[91](index=91&type=chunk) - **750,000** founder shares were purchased by anchor investors from initial stockholders at **$0.009** per share, with an estimated fair value of **$3,626,296**, treated as an offering cost[93](index=93&type=chunk) - A promissory note from the Sponsor for up to **$300,000** for IPO expenses was fully repaid on February 9, 2023. As of September 30, 2023, no balance was outstanding[95](index=95&type=chunk) - The Company issued a convertible promissory note of **$181,488** to the Sponsor on August 21, 2023, for extensions and working capital. An additional **$170,000** was advanced by the Sponsor during the quarter, totaling **$351,488** outstanding as of September 30, 2023[96](index=96&type=chunk) [Note 6 — Commitments and Contingencies](index=23&type=section&id=Note%206%20%E2%80%94%20Commitments%20and%20Contingencies) This note outlines the company's commitments and contingent liabilities, including merger agreements - The Company has a registration rights agreement requiring it to register certain securities for sale under the Securities Act for private placement participants and holders of working capital loan units[99](index=99&type=chunk) - Underwriters are entitled to deferred underwriting commissions of **$4,025,000** (**3.5%** of gross IPO proceeds) upon completion of the initial Business Combination[101](index=101&type=chunk) - On March 3, 2023, the Company entered into a Merger Agreement with Humble Imports Inc. (d/b/a E.C.D. Auto Design) and its subsidiary, where Merger Sub will merge into ECD, making ECD a wholly-owned subsidiary. The Parent will be renamed 'E.C.D. Automotive Design Inc.'[104](index=104&type=chunk) - A First Amendment to the Merger Agreement on October 14, 2023, revised the merger consideration to **25,100,000** shares of Parent Common Stock, **39,000** shares of Parent Preferred Stock, warrants, and a **$2,000,000** cash payment. It also removed the minimum cash closing condition, replacing it with a condition to close a **$15,819,209** senior secured convertible note[105](index=105&type=chunk) - A Satisfaction and Discharge Agreement on October 14, 2023, stipulated that deferred underwriting commissions (**$4,025,000**) and PIPE placement agent fees (**$1,370,000**) would be settled with a **$500,000** cash payment and **500,000** shares of Parent Common Stock at closing[106](index=106&type=chunk) [Note 7 — Stockholders' Deficit](index=24&type=section&id=Note%207%20%E2%80%94%20Stockholders%27%20Deficit) This note details the components of the company's stockholders' deficit, including common stock, warrants, and rights - The Company is authorized to issue **1,000,000** shares of preferred stock, but none were issued or outstanding as of September 30, 2023, and December 31, 2022[112](index=112&type=chunk) - The Company has **3,132,500** shares of common stock issued and outstanding, excluding **3,492,647** shares subject to possible redemption as of September 30, 2023 (down from **11,500,000** shares at December 31, 2022, due to redemptions)[113](index=113&type=chunk) - As of September 30, 2023, and December 31, 2022, **11,757,500** warrants were outstanding, each entitling the holder to purchase one common stock at **$11.50** per share, exercisable later of one year from IPO closing or **30** days after Business Combination[116](index=116&type=chunk) - The Company may redeem outstanding warrants at **$0.01** per warrant if the common stock price equals or exceeds **$18.00** for **20** trading days within a **30**-trading day period[119](index=119&type=chunk) - As of September 30, 2023, and December 31, 2022, **11,757,500** Rights were outstanding. Each Right entitles the holder to receive **1/8** of a common stock upon consummation of the initial Business Combination[118](index=118&type=chunk) [Note 8 — Fair Value Measurements](index=28&type=section&id=Note%208%20%E2%80%94%20Fair%20Value%20Measurements) This note explains the company's fair value measurements for financial instruments - The Company classifies its financial assets and liabilities using a three-tier fair value hierarchy (Level 1, 2, 3) based on the observability of inputs[122](index=122&type=chunk)[128](index=128&type=chunk) Fair Value of Marketable Securities Held in Trust Account | Description | Level | September 30, 2023 | December 31, 2022 | | :--------------------------------- | :---- | :----------------- | :------------------ | | Marketable securities held in Trust Account | 1 | $37,746,019 | $117,254,670 | [Note 9 — Subsequent Events](index=28&type=section&id=Note%209%20%E2%80%94%20Subsequent%20Events) This note reports significant events that occurred after the reporting period - The Company made two **$80,000** deposits into its trust account on October 11, 2023, and November 10, 2023, extending the business combination period to December 13, 2023[125](index=125&type=chunk)[126](index=126&type=chunk) - On November 29, 2023, and November 30, 2023, the Company issued unsecured promissory notes totaling **$422,798** to the Sponsor for extensions and working capital. These notes are non-interest bearing, mature upon business combination closing, and may be converted into private placement units[127](index=127&type=chunk)[129](index=129&type=chunk) - On October 6, 2023, the Company entered into a Securities Purchase Agreement (SPA) with an institutional investor for a senior secured convertible note of **$15,819,209**. The note accrues interest at Prime + **5%** (or **8%** if paid in securities) and is convertible into common stock at **$10.00** per share (subject to adjustments and a **$6.00** floor)[130](index=130&type=chunk) - The SPA includes a security agreement granting the lender a security interest in the Company's assets, a registration rights agreement, and requires Humble and ECD Auto Design UK Ltd. to guarantee obligations[131](index=131&type=chunk)[132](index=132&type=chunk) - The First Amendment to the Merger Agreement (October 14, 2023) and the Satisfaction and Discharge Agreement (October 14, 2023) were also noted as subsequent events, reiterating the changes to merger consideration and settlement of underwriting fees[133](index=133&type=chunk)[134](index=134&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=30&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's financial condition, operational results, business combination progress, and significant going concern challenges [Overview](index=30&type=section&id=Overview) This section provides a high-level summary of the company's business, IPO, and proposed business combination - The Company is a blank check company (SPAC) incorporated on March 3, 2021, with the sole purpose of effecting a Business Combination[137](index=137&type=chunk) - The Initial Public Offering (IPO) on September 13, 2022, generated **$115,000,000**, and a simultaneous private placement generated **$2,575,000**, with **$116,150,000** placed in a trust account[138](index=138&type=chunk)[139](index=139&type=chunk)[140](index=140&type=chunk) - On March 3, 2023, the Company entered into a Merger Agreement with Humble Imports Inc. (d/b/a E.C.D. Auto Design), which was subsequently amended on October 14, 2023, to adjust merger consideration and financing conditions[141](index=141&type=chunk)[142](index=142&type=chunk) [Results of Operations](index=31&type=section&id=Results%20of%20Operations) This section analyzes the company's financial performance, focusing on revenues, costs, and net income or loss - The Company has not generated operating revenues and its activities have been limited to organizational efforts, IPO preparation, and identifying a target for a business combination[144](index=144&type=chunk) Net (Loss) Income Summary | Period | Net (Loss) Income | | :--------------------------------- | :---------------- | | Three Months Ended Sep 30, 2023 | $(221,388) | | Nine Months Ended Sep 30, 2023 | $(511,741) | | Three Months Ended Sep 30, 2022 | $72,860 | | Nine Months Ended Sep 30, 2022 | $8,513 | - The net loss for the three and nine months ended September 30, 2023, was primarily driven by increased formation and operating costs and provision for income taxes, despite interest income from marketable securities in the trust account[145](index=145&type=chunk) [Liquidity and Going Concern](index=32&type=section&id=Liquidity%20and%20Going%20Concern) This section discusses the company's cash position, working capital, and ability to continue operations given its financial challenges - Cash used in operating activities was **$667,431** for the nine months ended September 30, 2023, compared to **$240,425** in the prior year[148](index=148&type=chunk)[149](index=149&type=chunk) - As of September 30, 2023, the Company had **$163** in cash outside the trust account and a working capital deficit of **$3,196,054**[152](index=152&type=chunk) - The Company's ability to continue as a going concern is in substantial doubt due to a lack of liquidity and the uncertainty of completing a Business Combination by the mandatory liquidation date of December 13, 2023 (or March 13, 2024, if extended)[155](index=155&type=chunk) - The Sponsor or affiliates may loan funds for transaction costs or trust account extensions, which would be repaid from trust account proceeds if a business combination closes, or from working capital outside the trust account otherwise[153](index=153&type=chunk) [Off-Balance Sheet Financing Arrangements](index=33&type=section&id=Off-Balance%20Sheet%20Financing%20Arrangements) This section confirms the absence of off-balance sheet financing arrangements - The Company has no off-balance sheet arrangements, such as unconsolidated entities or financial partnerships, as of September 30, 2023[156](index=156&type=chunk) [Contractual Obligations](index=33&type=section&id=Contractual%20Obligations) This section outlines the company's contractual obligations, including deferred underwriting commissions - The Company has no long-term debt, capital lease, operating lease, purchase obligations, or long-term liabilities[157](index=157&type=chunk) - A deferred underwriting commission of **$4,025,000** is payable upon completion of the initial Business Combination[157](index=157&type=chunk) [Critical Accounting Policies](index=33&type=section&id=Critical%20Accounting%20Policies) This section highlights the key accounting policies critical to understanding the company's financial statements - Key accounting policies include the treatment of derivative financial instruments, common stock subject to possible redemption, and net income (loss) per common stock[159](index=159&type=chunk)[160](index=160&type=chunk)[162](index=162&type=chunk)[163](index=163&type=chunk) - Derivative financial instruments are initially recorded at fair value and re-valued at each reporting date, with changes reported in the statement of operations[160](index=160&type=chunk) - Common stock subject to redemption is classified outside permanent equity at redemption value, with changes recognized immediately[162](index=162&type=chunk)[163](index=163&type=chunk) [Recent Accounting Standards](index=34&type=section&id=Recent%20Accounting%20Standards) This section discusses the adoption and impact of recent accounting standards - The Company adopted ASU No. 2020-06 (Accounting for Convertible Instruments) upon incorporation, with no material impact[165](index=165&type=chunk) - The Company adopted ASU 2016-13 (Financial Instruments – Credit Losses) on January 1, 2023, with no material impact[166](index=166&type=chunk) [Inflation](index=35&type=section&id=Inflation) This section assesses the impact of inflation on the company's business and financial results - Management does not believe that inflation had a material impact on the Company's business, revenues, or operating results during the reported period[169](index=169&type=chunk) [Emerging Growth Company Status](index=35&type=section&id=Emerging%20Growth%20Company%20Status) This section explains the company's status as an emerging growth company and its accounting elections - The Company is an 'emerging growth company' (EGC) and has elected to use the extended transition period for new or revised financial accounting standards, which may affect comparability[170](index=170&type=chunk)[171](index=171&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=35&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, EF Hutton Acquisition Corporation I is not required to provide quantitative and qualitative disclosures about market risk - The Company is a smaller reporting company and is not required to provide quantitative and qualitative disclosures about market risk[172](index=172&type=chunk) [Item 4. Controls and Procedures](index=35&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls were ineffective due to a material weakness in accounting for complex financial instruments, with remediation plans underway - As of September 30, 2023, the Company's disclosure controls and procedures were not effective due to a material weakness in internal control over financial reporting related to accounting for complex financial instruments and fair value measurements[174](index=174&type=chunk) - Management intends to remediate this weakness by expanding and improving the review process for complex securities, enhancing access to accounting literature, identifying third-party professionals, and considering additional experienced staff[175](index=175&type=chunk) - Despite the material weakness, management believes the financial statements fairly present the Company's financial position, results of operations, and cash flows[174](index=174&type=chunk) - There were no changes in internal control over financial reporting during the fiscal quarter ended September 30, 2023, that materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting[176](index=176&type=chunk) [PART II – OTHER INFORMATION](index=36&type=section&id=Part%20II.%20Other%20Information) This section covers legal proceedings, equity sales, contractual obligations, and other material disclosures [Item 1. Legal Proceedings](index=36&type=section&id=Item%201.%20Legal%20Proceedings) This section confirms the absence of any material legal proceedings - There are no legal proceedings to report[178](index=178&type=chunk) [Item 1A. Risk Factors](index=36&type=section&id=Item%201A.%20Risk%20Factors) As a smaller reporting company, EF Hutton Acquisition Corporation I is not required to provide risk factor disclosures - As a smaller reporting company, the Company is not required to provide risk factor information[179](index=179&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=36&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section details the proceeds from equity sales and their allocation, including trust account funding - The Initial Public Offering on September 13, 2022, generated gross proceeds of **$115,000,000** from the sale of **11,500,000** units[180](index=180&type=chunk) - A simultaneous private placement generated gross proceeds of **$2,575,000** from the sale of **257,500** units to the Sponsor and other key individuals[181](index=181&type=chunk) - Following these offerings, **$116,150,000** was placed in the trust account. Total IPO-related costs amounted to **$4,950,750**, including **$4,025,000** in deferred underwriting fees[182](index=182&type=chunk) [Item 3. Defaults Upon Senior Securities](index=36&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) This section confirms the absence of defaults on senior securities - There are no defaults upon senior securities to report[183](index=183&type=chunk) [Item 4. Mine Safety Disclosures](index=36&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This section states that mine safety disclosures are not applicable to the company - Mine Safety Disclosures are not applicable to the Company[184](index=184&type=chunk) [Item 5. Other Information](index=36&type=section&id=Item%205.%20Other%20Information) The company issued unsecured promissory notes to its Sponsor in November 2023 to fund business combination extensions and working capital - On November 29, 2023, the Company issued an unsecured promissory note of **$362,798** to the Sponsor for business combination extensions and working capital[185](index=185&type=chunk) - On November 30, 2023, an additional unsecured promissory note of **$60,000** was issued to the Sponsor for similar purposes[186](index=186&type=chunk) - Both notes are non-interest bearing, mature upon the closing of an initial business combination, and can be paid by issuing private placement units at **$10.00** per unit at the holder's option[185](index=185&type=chunk)[186](index=186&type=chunk) [Item 6. Exhibits](index=37&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed as part of the quarterly report, including key agreements and certifications - Key exhibits include the Merger Agreement (March 3, 2023) and its First Amendment (October 14, 2023) related to the business combination with Humble Imports Inc. (E.C.D. Auto Design)[188](index=188&type=chunk) - Support agreements (Company Stockholder Support Agreement, Parent Stockholder Support Agreement) and lock-up agreements are also filed[188](index=188&type=chunk) - Promissory notes from EF Hutton Partners, LLC, dated August 21, 2023, November 29, 2023, and November 30, 2023, are included[188](index=188&type=chunk) - Certifications of the Principal Executive Officer and Principal Financial Officer, as well as Inline XBRL documents, are part of the exhibits[188](index=188&type=chunk) [PART III – SIGNATURES](index=38&type=section&id=Part%20III.%20Signatures) This section contains the official signatures for the quarterly report [Signatures](index=38&type=section&id=Signatures) This section confirms the official signing of the quarterly report by authorized officers - The report was signed on December 4, 2023, by Benjamin Piggott, Chairman and Chief Executive Officer, and Kevin Bush, Chief Financial Officer[192](index=192&type=chunk) ```

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41497 EF HUTTON ACQUISITION CORPORATION I (Exact name of registrant as specified in its charter) | Delaware | 86-2559175 | | --- ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41497 EF HUTTON ACQUISITION CORPORATION I (Exact name of registrant as specified in its charter) | Delaware | 86-2559175 | | -- ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41497 EF HUTTON ACQUISITION CORPORATION I (Exact name of registrant as specified in its charter) | Delaware | 86-2559175 | | --- | --- | | (State or ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FORM 10-Q For the quarterly period ended September 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41497 EF HUTTON ACQUISITION CORPORATION I (Exact name of registrant as specified in its charter) | Delaware | 86-2559175 | ...