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EF Hutton Acquisition I(EFHT) - 2022 Q4 - Annual Report

Merger and Acquisition Strategy - The company entered into a Merger Agreement with Humble Imports Inc., which will result in the company becoming a wholly-owned subsidiary of EF Hutton Acquisition Corporation I[20]. - The company aims to identify and complete an initial business combination with a business that has an enterprise value between 400millionand400 million and 1 billion[35]. - The company intends to structure its initial business combination to acquire 100% of the equity interests or assets of the target business[53]. - The company aims to focus on businesses with enterprise values between 500millionand500 million and 1 billion, emphasizing strong and predictable cash flow generation[47]. - The company recognizes potential conflicts of interest among its officers and directors but believes these will not materially affect its ability to complete business combinations[60]. - The company has until 9 months from the IPO closing to complete its initial business combination, with the option to extend this period up to 18 months by depositing 575,000foreachonemonthextension[79].Thecompanyanticipatesredeeming100575,000 for each one-month extension[79]. - The company anticipates redeeming 100% of its outstanding public shares if it fails to complete an initial business combination, with an estimated cost of approximately 15,000 for liquidation[85]. Financial Performance and Projections - The management team has raised approximately 13.4billionacrossmorethan224transactionssincethefoundingofEFHuttoninMay2020[27].TheanticipatedeconomicgrowthfortheU.S.isprojectedat2.313.4 billion across more than 224 transactions since the founding of EF Hutton in May 2020[27]. - The anticipated economic growth for the U.S. is projected at 2.3% in 2022 and 2.1% in 2023, with consumer spending expected to drive growth[49]. - The U.S. consumer and retail sales are projected to grow from 5.2 trillion in 2021 to 6.2trillionby2025,representingaCAGRof4.56.2 trillion by 2025, representing a CAGR of 4.5%[49]. - For the year ended December 31, 2022, the Company reported a net income of 577,440, primarily from interest earned on marketable securities[150]. - As of December 31, 2022, the Company held marketable securities in the trust account valued at 117,254,670,including117,254,670, including 1,104,670 of interest income[155]. Management and Governance - The management team has extensive experience in the investment industry, including a track record of bringing public 53 SPACs totaling over 5.9billioningrossproceeds[27].Thecompanyhasastrongleadershipteamwithextensiveexperienceininvestmentbankingandcapitalmarkets,includingover5.9 billion in gross proceeds[27]. - The company has a strong leadership team with extensive experience in investment banking and capital markets, including over 60 billion in aggregate transaction value completed by the Co-President[190]. - The board of directors consists of seven members, with a majority being independent directors, in compliance with Nasdaq corporate governance requirements[198]. - The audit committee is composed solely of independent directors, including Paul Hodge Jr., Anne Lee, and Thomas Wood, with Ms. Lee serving as chair[206]. - The compensation committee, also comprised of independent directors, is chaired by Ms. Lee and is responsible for reviewing and recommending compensation arrangements[210]. Operational Strategy - The company plans to focus on businesses with strong cash flow generation and a multi-year operating history of financial performance[35]. - The company intends to leverage its management team's industry expertise and relationships to identify high-quality merger targets[35]. - The company plans to leverage its management team's experience to add significant value to target businesses through operational strategies[45]. - The independent board of directors will play an active role in sourcing and conducting due diligence on potential targets[29]. - The company is focused on leveraging its leadership's extensive networks to identify high-quality merger targets[188]. Shareholder and Stockholder Information - Public stockholders can redeem shares for a pro rata portion of the trust account, initially set at 10.00pershare,plusanyinterestearned[69].Apublicstockholderisrestrictedfromseekingconversionrightsfor2010.00 per share, plus any interest earned[69]. - A public stockholder is restricted from seeking conversion rights for 20% or more of the shares sold in the IPO, ensuring no large blocks of shares can be accumulated to block a business combination[70]. - The Company Lock-Up Agreement restricts stockholders from selling shares received in the Merger for six months after the Effective Time[115]. - Stockholders can recommend director candidates for nomination, following procedures set forth in the company's bylaws[216]. Legal and Compliance - The company is not currently a party to any material litigation or legal proceedings[126]. - The audit committee is required to review and approve all related party transactions prior to entering into such transactions[214]. - The company intends to form a corporate governance and nominating committee as required by law or Nasdaq rules, with independent directors participating in the nomination process[215]. IPO and Capital Structure - The Company completed its Initial Public Offering on September 13, 2022, selling 11,500,000 units at 10.00 per unit, generating gross proceeds of 115,000,000[145].TotalfundsplacedinthetrustaccountaftertheIPOandprivateplacementamountedto115,000,000[145]. - Total funds placed in the trust account after the IPO and private placement amounted to 116,150,000, equating to 10.10perPublicShare[147].TheCompanyincurredtransactioncostsof10.10 per Public Share[147]. - The Company incurred transaction costs of 4,950,750 related to the IPO, including 4,025,000indeferredunderwritingfees[147].Theunderwritersareentitledtodeferredunderwritingcommissionsof3.54,025,000 in deferred underwriting fees[147]. - The underwriters are entitled to deferred underwriting commissions of 3.5% of the gross proceeds from the IPO, amounting to 4,025,000, upon completion of a Business Combination[163].