Item 1.01. Entry into a Material Definitive Agreement.
The Merger Agreement
On March 3, 2023, EF Hutton Acquisition Corporation I (the “Registrant” or the
“Parent”) entered into a Merger Agreement (the “Agreement”) with Humble Imports
Inc., d/b/a E.C.D. Automotive Design, a Florida corporation (the “Company”), ECD
Auto Design UK, Ltd., an England and Wales corporation (the “ECD UK
Subsidiary”), and EFHAC Merger Sub, Inc., a Florida corporation (“Merger Sub”)
and wholly-owned subsidiary of the Registrant, pursuant to which Merger Sub will
merge with and into the Company with the Company as the surviving corporation
and becoming a wholly-owned subsidiary of Parent (the “Merger”). In connection
with the Merger, the Parent will change its name to “E.C.D. Automotive Design
Inc.” or such other name designated by the Company by notice to Parent. The
Board of Directors of the Registrant (the “Board”) has unanimously (i) approved
and declared advisable the Agreement, the Merger and the other transactions
contemplated thereby, and (ii) resolved to recommend approval of the Agreement
and related matters by the stockholders of the Registrant. A copy of the
Agreement is filed as Exhibit 2.1 hereto and is incorporated herein by
reference. Capitalized terms used in this Current Report on Form 8-K but not
otherwise defined herein have the meanings given to them in the Agreement.
Company Securities
Merger Consideration. At the closing of the Merger, the Parent will issue 21
million shares of its common stock, par value $0.0001 per share (the “Parent
Common Stock”) to the former security holders of the Company, as further
described in the Agreement. Parent will also pay the former security holders of
the Company a cash payment of $15,000,000 as consideration for the Merger.
PIPE
Parent and the Company shall use commercially reasonable efforts to raise
capital in an aggregate amount of approximately $65 million through a private
placement of Parent Common Stock.
Representations and Warranties
The Agreement contains customary representations and warranties of the parties
thereto with respect to, among other things, (i) entity organization, good
standing and qualification, (ii) capital structure, (iii) authorization to enter
into the Agreement, (iv) compliance with laws and permits, (v) taxes, (vi)
financial statements and internal control over financial reporting, (vii) real
and personal property, (viii) material contracts, (ix) environmental matters,
(x) absence of changes, (xi) employee matters, (xii) litigation, and (xiii)
brokers and finders.
Covenants
The Agreement includes customary covenants of the parties with respect to
operation of their respective businesses prior to consummation of the Merger and
efforts to satisfy conditions to consummation of the Merger. The Agreement also
contains additional covenants of the parties, including, among others, covenants
providing for the Registrant and the Company to use reasonable best efforts to
cooperate in the preparation of the Registration Statement and Proxy Statement
(as each such term is defined in the Agreement) required to be filed in
connection with the Merger and to obtain all requisite approvals of their
respective stockholders including, in the case of the Registrant, approvals of
the restated certificate of incorporation, the post-closing board of directors
and the share issuance under Nasdaq rules. The Registrant has also agreed to
include in the Proxy Statement the recommendation of its board that stockholders
approve all of the proposals to be presented at the special meeting.
Exclusivity
Each of the Registrant and the Company has agreed that from the date of the
Agreement to the earlier of the closing of the Merger and the termination of the
Agreement, neither the Company nor the Parent will: (i) encourage, solicit,
initiate, engage or participate in negotiations with any party concerning any
alternative transaction, (ii) take any other action intended or designed to
facilitate the efforts of any person relating to a possible alternative
transaction or (iii) approve, recommend or enter into any alternative
transaction or any contract or agreement related to any alternative transaction.
Conditions to Closing
The consummation of the Merger is conditioned upon customary closing conditions
including: (i) no authority having enacted, issued, promulgated, enforced or
entered any law or order which is then in effect that makes the transactions
contemplated by the Agreement illegal or otherwise prohibits consummation of
such transactions; (ii) no legal action having been commenced or asserted in
writing (and not orally) by any authority to enjoin or otherwise materially
restrict the consummation of the Closing; (iii) the approval of the Agreement by
the requisite vote of the stockholders of the Company; (iv) each of the Required
Parent Proposals (as defined in the Agreement) having been approved at Parent’s
stockholder meeting; (v) the combined company’s initial listing application
filed with Nasdaq in connection with the Merger having been approved; (vi) the
Form S-4 filed by the Registrant relating to the Merger Agreement and the Merger
will have been declared effective and no stop order suspending the effectiveness
of the Form S-4 will have been issued by the Securities and Exchange Commission
(“SEC”) that remains in effect and no proceeding seeking such a stop order will
have been initiated by the SEC and not withdrawn; (vii) the Parent Closing Cash
shall equal or exceed $65,000,000, (viii) each party having performed or
complied with the provisions of the Agreement applicable to it, subject to
agreed upon standards; (ix) the truth and accuracy of each party’s
representations and warranties included in the Agreement, subject to agreed-upon
standards; (x) the absence of any material adverse effect with respect to a
party to the Agreement; (xi) the receipt of a certificate, dated as of the
Closing, signed by the respective Chief Executive Officer certifying the
compliance with various closing conditions; (xii) the execution by the relevant
party or parties of all ancillary documents; (xiii) the Company will have
delivered to Parent a duly executed certificate conforming to the requirements
of Sections 1.897-2(h)(1)(i) and 1.1445-2(c)(3)(i) of the United States Treasury
regulations, and a notice to be delivered to the United States Internal Revenue
Service as required under Section 1.897-2(h)(2) of the United States Treasury
regulations, each dated no more than 30 days prior to the Closing Date and in
form and substance reasonable acceptable to Parent; (xiv) no more than 5% of the
issued and outstanding shares of Company Capital Stock having exercised
dissenters’ rights of appraisal; (xv) the Company having provided each Company
Consent set forth on Schedule 4.8 of the Agreement; (xvi) the Company having
delivered to Parent the financial statements required to be included in the
Parent’s SEC Documents and the 2022 Audited Financial Statements prior to March
31, 2023; (xvii) each Company Securityholder listed on Schedule 7.4(a) of the
Agreement will have entered into a Company Lock-Up Agreement with respect to
such Company Securityholder’s Merger Consideration Shares (as defined in the
Agreement); (xviii) the UK Contribution has been completed in accordance with
the terms set forth in this Agreement; (xviii) the Amended Parent Charter will
have been filed with the Delaware Secretary of State and become effective; (xix)
the Company will have received a certificate, dated as of the Closing Date, from
the Secretary of each of Parent and Merger Sub certifying certain matters; (xx)
Parent will have received a certificate from the Company’s Secretary, dated as
of the Closing Date certifying to certain matters; (xxi) each of Parent, Sponsor
or other stockholder of Parent, as applicable, will have executed and delivered
to the Company a copy of each Additional Agreement to which Parent, Sponsor or
such other stockholder of Parent, as applicable, is a party; (xxii) the receipt
by the Company of the resignations of the Registrant’s directors; and (xxiii)
the post-Effective Time Parent Board of Directors and Company Board of Directors
being in compliance with the size and composition requirements of the Agreement.
Termination
The Agreement may be terminated at any time prior to the Closing as follows: (i)
by the Parent or the Company, in the event that (a) the Closing of the
transactions has not occurred by September 13, 2023 (such date, the “Outside
Closing Date”); (ii) if any authority has issued an order or enacted a law,
having the effect of making the transactions contemplated by the Agreement
illegal or otherwise permanently restraining, enjoining or otherwise prohibiting
the consummation of the transactions contemplated by the Agreement, which order
or law is final and non-appealable; provided that, the actions of the party
seeking to terminate was not a substantial cause of, or substantially resulted
in, such action by such authority; (iii) by mutual written consent of the
parties; (iv) by either the Parent or the Company if the other has breached any
representation, warranty, agreement or covenant contained in the Agreement such
that the conditions to Closing cannot be satisfied and such breach cannot be
cured by the earlier of 30 days following receipt of written notice of such
breach and the Outside Closing Date; and (v) by the Registrant, if: (a) at any
time after the Company Stockholder Written Consent Deadline (as defined in the
Agreement) the Company has not received the Company Stockholder Approval.
The foregoing description of the Merger Agreement does not purport to be
. . .
Item 7.01 Regulation FD Disclosure.
On March 6, 2023, the Registrant and the Company issued a joint press release
announcing the execution of the Agreement. A copy of the press release is
furnished hereto as Exhibit 99.1.
The information in this Item 7.01 and Exhibit 99.1, attached hereto will not be
deemed “filed” for purposes of Section 18 of the Securities Exchange Act of
1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities
of that section, nor will it be deemed incorporated by reference in any filing
under the Securities Act of 1933, as amended (the “Securities Act”) or the
Exchange Act, except as expressly set forth by specific reference in such
filing.
IMPORTANT NOTICES
Important Notice Regarding Forward-Looking Statements
This Current Report on Form 8-K contains certain “forward-looking statements”
within the meaning of the Securities Act and the Exchange Act both as amended.
Statements that are not historical facts, including statements about the pending
transactions described above, and the parties’ perspectives and expectations,
are forward-looking statements. Such statements include, but are not limited to,
statements regarding the proposed transaction, including the anticipated initial
enterprise value and post-closing equity value, the benefits of the proposed
transaction, integration plans, expected synergies and revenue opportunities,
anticipated future financial and operating performance and results, including
estimates for growth, the expected management and governance of the combined
company, and the expected timing of the transactions. The words “expect,”
“believe,” “estimate,” “intend,” “plan” and similar expressions indicate
forward-looking statements. These forward-looking statements are not guarantees
of future performance and are subject to various risks and uncertainties,
assumptions (including assumptions about general economic, market, industry and
operational factors), known or unknown, which could cause the actual results to
vary materially from those indicated or anticipated.
The forward-looking statements are based on the current expectations of the
management of the Registrant and the Company, as applicable, and are inherently
subject to uncertainties and changes in circumstances and their potential
effects and speak only as of the date of such statement. There can be no
assurance that future developments will be those that have been anticipated.
These forward-looking statements involve a number of risks, uncertainties or
other assumptions that may cause actual results or performance to be materially
different from those expressed or implied by these forward-looking statements
including: risks related to the Company’s businesses and strategies; the ability
to complete the proposed business combination due to the failure to obtain
approval from the Registrant’s stockholders or satisfy other closing conditions
in the definitive merger agreement; the amount of any redemptions by existing
holders of the Registrant’s common stock; the ability to recognize the
anticipated benefits of the business combination; other risks and uncertainties
included under the header “Risk Factors” in the Registration Statement to be
filed by the Registrant, in the final prospectus of EF Hutton Acquisition
Corporation I for its initial public offering dated September 9, 2022; and in EF
Hutton Acquisition Corporation I’s other filings with the SEC. Should one or
more of these risks or uncertainties materialize, or should underlying
assumptions prove incorrect, actual results may vary materially from those
indicated or anticipated by such forward-looking statements. Accordingly, you
are cautioned not to place undue reliance on these forward-looking statements.
Forward-looking statements relate only to the date they were made, and the
Registrant, the Company and their subsidiaries undertake no obligation to update
forward-looking statements to reflect events or circumstances after the date
they were made except as required by law or applicable regulation.
Important Information for Investors and Stockholders
This document relates to a proposed transaction between the Registrant and the
Company. This document does not constitute an offer to sell or exchange, or the
solicitation of an offer to buy or exchange, any securities, nor will there be
any sale of securities in any jurisdiction in which such offer, sale or exchange
would be unlawful prior to registration or qualification under the securities
laws of any such jurisdiction. The Registrant intends to file a registration
statement on Form S-4 with the SEC, which will include a document that serves as
a prospectus and proxy statement of the Registrant, referred to as a proxy
statement/prospectus. A proxy statement/prospectus will be sent to all of the
Registrant’s stockholders. The Registrant also will file other documents
regarding the proposed transaction with the SEC. Before making any voting
decision, investors and security holders of the Registrant are urged to read the
registration statement, the proxy statement/prospectus and all other relevant
documents filed or that will be filed with the SEC in connection with the
proposed transaction as they become available because they will contain
important information about the proposed transaction.
Once available, stockholders will also be able to obtain a copy of the Form S-4,
including the proxy statement/prospectus, and other documents filed with the SEC
without charge, by directing a request to: EF Hutton Acquisition Corporation I,
at 24 Shipyard Drive, Suite 102, Hingham, MA 02043. Investors and security
holders will also be able to obtain free copies of the registration statement,
the proxy statement/prospectus and all other relevant documents filed or that
will be filed with the SEC by the Registrant through the website maintained by
the SEC at http://www.sec.gov. INVESTORS AND SECURITY HOLDERS OF EF HUTTON ACQUISITION
CORPORATION I ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR
SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE
TRANSACTIONS THAT EF HUTTON ACQUISITION CORPORATION I WILL FILE WITH THE SEC
WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
EF HUTTON ACQUISITION CORPORATION I, THE COMPANY AND THE TRANSACTIONS.
Participants in the Solicitation
The Parent and its directors and executive officers may be deemed participants
in the solicitation of proxies from Parent’s stockholders with respect to the
business combination. Information about Parent’s directors and executive
officers and a description of their interests in Parent will be included in the
proxy statement/prospectus for the proposed transaction and be available at the
SEC’s website (www.sec.gov). Additional information regarding the interests of
such participants will be contained in the proxy statement/prospectus for the
proposed transaction when available.
The Company and its directors and executive officers also may be deemed to be
participants in the solicitation of proxies from the stockholders of Parent in
connection with the proposed business combination. Information about The
Company’s directors and executive officers and information regarding their
interests in the proposed transaction will be included in the proxy
statement/prospectus for the proposed transaction.
No Offer or Solicitation
This Current Report on Form 8-K is not a proxy statement or solicitation of a
proxy, consent or authorization with respect to any securities or in respect of
the transactions described above and shall not constitute an offer to sell or a
solicitation of an offer to buy the securities of EF Hutton Acquisition
Corporation I or the Company, nor shall there be any sale of any such securities
in any state or jurisdiction in which such offer, solicitation, or sale would be
unlawful prior to registration or qualification under the securities laws of
such state or jurisdiction. No offering of securities shall be made except by
means of a prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended, or an exemption therefrom.
Item 9.01. Financial Statements and Exhibits.
Exhibit No. Description
2.1 Merger Agreement, dated March 3, 2023 by and among Parent, the
Company, ECD UK Subsidiary, and Merger Sub.
10.1 Company Support Agreement
10.2 Parent Support Agreement
10.3 Form of Company Lock-Up Agreement
10.4 Form of Sponsor Lock-Up Agreement
10.5 Form of Restrictive Covenant Agreement
10.6 Form of Amended and Restated Registration Rights Agreement
99.1 Press Release dated March 6, 2023
104 Cover page interactive data file (imbedded within the Inline XBRL
document)
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