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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
October
14, 2023
Date
of Report (Date of earliest event reported)
EF
HUTTON ACQUISITION CORPORATION I
(Exact
Name of Registrant as Specified in its Charter)
Delaware |
|
001-41497 |
|
86-2559175 |
(State
or other jurisdiction |
|
(Commission
|
|
(I.R.S.
Employer |
of
incorporation) |
|
File
Number) |
|
Identification
No.) |
24
Shipyard Drive, Suite 102
Hingham,
MA |
|
02043 |
(Address
of Principal Executive Offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (929) 528-0767
N/A
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
☒ |
Written
communications pursuant to Rule 425 under the Securities Act |
|
|
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Common
Stock |
|
EFHT |
|
The
Nasdaq Stock Market LLC |
Warrants |
|
EFHTW |
|
The
Nasdaq Stock Market LLC |
Rights |
|
EFHTR |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
1.01 Entry into a Material Definitive Agreement.
As
previously disclosed on March 3, 2023, EF Hutton Acquisition Corporation I (the “Company” or the “Registrant”)
entered into a Merger Agreement (the “Merger Agreement”) with Humble Imports Inc., d/b/a ECD Auto Design, a Florida corporation
(“Humble”), ECD Auto Design UK, Ltd., an England and Wales corporation (the “ECD UK Subsidiary”), EFHAC Merger
Sub, Inc., a Florida corporation (“Merger Sub”) and wholly-owned subsidiary of the Company, and Scott Wallace, as the Securityholder
Representative, pursuant to which Merger Sub will merge with and into Humble with Humble as the surviving corporation and becoming
a wholly-owned subsidiary of the Company (the “Business Combination”). In connection with the Business Combination, the Company
will change its name to “ECD Automotive Design Inc.” or such other name designated by Humble by notice to the Company. Capitalized
terms used in this Current Report on Form 8-K but not otherwise defined herein have the meanings given to them in the Merger Agreement
and the Amendment.
On
October 14, 2023, the Company, Humble, ECD UK Subsidiary, Merger Sub, and Scott Wallace entered into the first amendment to the Merger
Agreement (the “Amendment”), which provides, among other things, that in exchange for 100% of the outstanding equity of Humble,
the Company will issue 25,100,000 shares of Parent Common Stock, 39,000 shares of Parent Preferred Stock, a warrant to purchase shares
of Parent Common Stock, a warrant to purchase shares of Parent Preferred Stock and a cash payment of $2,000,000 pro rate to the former
security holders of Humble. The Amendment also removed the minimum cash closing condition contained in the Merger Agreement and replaced
it with a condition to closing the Business Combination that the Company close the senior secured convertible note in the principal amount
of $15,819,209, which was disclosed on a Current Report on Form 8-K filed on October 11, 2023.
This
description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 2.1
to this Current Report on Form 8-K, and incorporated herein by reference.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On
October 14, 2023, the Company, EF Hutton, division of Benchmark Investments, LLC (“EF Hutton”) and Humble entered into a
Satisfaction and Discharge Agreement, pursuant to which the parties agreed that EF Hutton’s deferred underwriting commission in
the aggregate amount of $4,025,000 and the PIPE placement agent fee in the aggregate amount of $1,370,000 will be settled with (1) a
cash payment in the amount of $500,000 at Closing and (2) issuance of 500,000 shares of Parent Common Stock to EF Hutton, or its designees
at Closing.
This
description of the Satisfaction and Discharge Agreement is qualified in its entirety by reference to the full text of the Satisfaction
and Discharge Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K, and incorporated herein by reference.
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 Humble, 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 Humble’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, Humble 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 Humble. 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 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, HUMBLE 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.
Humble
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 Humble’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 Humble, 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 |
|
First
Amendment To Merger Agreement, dated as of October 14, 2023, by and among EF Hutton Acquisition Corporation I, Humble Imports Inc,
d/b/a ECD Auto Design, ECD Auto Design UK, Ltd., EFHAC Merger Sub, Inc., and Scott Wallace, as the Securityholder Representative |
|
|
|
10.1 |
|
Satisfaction and Discharge Agreement dated as of October 14, 2023, by and among EF Hutton Acquisition Corporation I, Humble Imports Inc (d/b/a/ ECD Auto Design), and EF Hutton, division of Benchmark Investments, LLC |
|
|
|
104 |
|
Cover
page interactive data file (imbedded within the Inline XBRL document) |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Dated:
October 17, 2023 |
|
|
|
|
|
|
EF
HUTTON ACQUISITION CORPORATION I |
|
|
|
|
By:
|
/s/
Benjamin Piggott |
|
Name:
|
Benjamin
Piggott |
|
Title:
|
Chairman
and Chief Executive Officer |
Exhibit
2.1
Execution
Copy
FIRST
AMENDMENT TO MERGER AGREEMENT
This
First Amendment to Merger Agreement (this “Amendment”), dated as of October 14, 2023 is entered into by and among
Humble Imports Inc, d/b/a ECD Auto Design, a Florida corporation (the “Company”), ECD Auto Design UK, Ltd., an England
and Wales corporation (the “ECD UK Subsidiary”), EF Hutton Acquisition Corporation I, a Delaware corporation (“Parent”),
EFHAC Merger Sub, Inc., a Florida corporation and wholly-owned subsidiary of Parent (“Merger Sub”), and Scott Wallace,
solely in his capacity as representative, agent and attorney-in-fact of the Company Stockholders (the “Securityholder Representative”).
The Company, the ECD UK Subsidiary, Parent, Merger Sub and the Securityholder Representative may each be individually referred to as
a “Party” and collectively, as the “Parties.”
RECITALS
WHEREAS,
the Company, the ECD UK Subsidiary, Parent, Merger Sub and the Securityholder Representative entered into that certain Merger Agreement
dated as of March 3, 2023 (the “Original Merger Agreement”);
WHEREAS,
pursuant to Section 11.2 of the Original Merger Agreement, the Original Merger Agreement cannot be amended and no obligation can be waived
without the written agreement of the Parties.
WHEREAS,
the Company, the ECD UK Subsidiary, Parent, Merger Sub and the Securityholder Representative desire to amend certain terms of the Original
Merger Agreement as more fully set forth in this Amendment; and
WHEREAS,
capitalized and other defined terms used in this Amendment and not otherwise defined herein have the respective meanings given to them
in the Original Merger Agreement.
NOW,
THEREFORE, in consideration of the mutual covenants and promises set forth in this Amendment, and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
1.
Amendments of the Original Merger Agreement.
(a)
Section 1.1 of the Original Merger Agreement is hereby amended to add the following definitions:
(i)
“Closing Preferred Share Merger Consideration” means 39,000 shares of Parent Preferred Stock.
(ii)
“Closing Preferred Exchange Ratio” means the quotient obtained by dividing (A) the Closing Preferred Share Merger
Consideration by (B) the number of issued and outstanding shares of Company Preferred Stock.
(iii)
“Company Common Stock Warrant” means any warrant to purchase Company Common Stock.
(iv)
“Company Preferred Stock” means the Series A Convertible Preferred Stock, no par value per share, of the Company.
(v)
“Company Preferred Stock Warrant” means any warrant to purchase Company Preferred Stock.
(vi)
“Parent Securities Purchase Agreement” means the Securities Purchase Agreement, dated October 6, 2023, by and among
the Parent and the Lender and the other parties signatory thereto.
(vii)
“Lender” means Defender SPV, LLC
(viii)
“Note” has the meaning set forth in Section 6.11
(ix)
“Note Financing” shall mean the Senior Secured Convertible Note contemplated by the Parent Securities Purchase Agreement.
(b)
Section 1.1 of the Original Merger Agreement is hereby amended to amend and restate the following definitions:
(i)
“Closing Cash Consideration” means $2,000,000, which shall be funded by the Note.
(ii)
“Closing Per Share Cash Consideration” means the quotient obtained by dividing (A) the Closing Cash Consideration
by (B) the Fully Diluted Company Shares less the number of Company Shares held by any Company Stockholders who have waived the right
to receive any portion of the Closing Cash Consideration.
(iii)
“Closing Per Share Merger Consideration” means (i) with respect to a share of Company Common Stock, (A) a number of
shares of Parent Common Stock equal to the applicable Closing Exchange Ratio and (B) the Closing Per Share Cash Consideration and (ii)
with respect to a share of Company Preferred Stock, a number of shares of Parent Preferred Stock equal to the applicable Closing Preferred
Exchange Ratio.
(iv)
“Closing Merger Consideration Shares” means 25,100,000 shares of Parent Common Stock;
(v)
“Fully Diluted Company Shares” means the sum, without duplication, of: (i) all shares of Company Common Stock
that are issued and outstanding immediately prior to the Effective Time; plus (ii) all shares of Company Common Stock issuable
upon conversion, exercise or exchange of any other in-the-money securities of the Company convertible into or exchangeable or exercisable
for shares of Company Capital Stock but excluding, for the purposes of this calculation, the Company Common Stock Warrants and Company
Preferred Stock Warrants issued on or about October 11, 2023.
(c)
Section 1.1 of the Original Merger Agreement is hereby amended to remove the following definitions: “PIPE Agreements” and
“PIPE Financing.”
(d)
Section 1.1 of the Original Merger Agreement is hereby amended to remove the definition of “Parent Closing Cash” and all
references to “Parent Closing Cash” in the Original Merger Agreement shall be disregarded, including the clause “which
shall otherwise be paid out of Parent Closing Cash” in Section 8.1(b) of the Original Merger Agreement which is hereby removed
in its entirety.
(e)
Section 3.1 of the Original Merger Agreement is hereby supplemented with the following additional provisions, which shall follow Section
3.1(c):
“(d)
Conversion of Shares of Company Preferred Stock. Each share of Company Preferred Stock issued and outstanding immediately prior
to the Effective Time (other than any such shares of Company Preferred Stock cancelled pursuant to Section 3.1(a) and any Dissenting
Shares) shall, in accordance with and subject to this Agreement, be converted into the right to receive the applicable Closing Per Share
Merger Consideration.
(e)
Treatment of Company Common Stock Warrants. Prior to the Closing, the Company’s Board of Directors shall adopt such resolutions
or take such other actions as may be required to adjust the terms of all Company Common Stock Warrants as necessary to provide that,
at the Effective Time, each Company Common Stock Warrant shall be converted into (A) a warrant to acquire, subject to substantially the
same terms and conditions as were applicable under such Company Common Stock Warrants, the number of shares of Parent Common Stock (rounded
up to the nearest whole share), determined by multiplying the number of shares of Company Common Stock subject to such Company Common
Stock Warrants as of immediately prior to the Effective Time by the Closing Exchange Ratio, at an exercise price per share of Parent
Common Stock (rounded down to the nearest whole cent) equal to (x) the exercise price per share of Company Common Stock of such Company
Common Stock Warrants divided by (y) the Closing Exchange Ratio.
(f)
Treatment of Company Preferred Stock Warrants. Prior to the Closing, the Company’s Board of Directors shall adopt such resolutions
or take such other actions as may be required to adjust the terms of all Company Preferred Stock Warrants as necessary to provide that,
at the Effective Time, each Company Preferred Stock Warrant shall be converted into (A) a warrant to acquire, subject to substantially
the same terms and conditions as were applicable under such Company Preferred Stock Warrants, the number of shares of Parent Preferred
Stock (rounded up to the nearest whole share), determined by multiplying the number of shares of Company Preferred Stock subject to such
Company Preferred Stock Warrant as of immediately prior to the Effective Time by the Closing Preferred Exchange Ratio, at an exercise
price per share of Parent Preferred Stock (rounded down to the nearest whole cent) equal to (x) the exercise price per share of Company
Preferred Stock of such Company Preferred Stock Warrants divided by (y) the Closing Preferred Exchange Ratio.”
(f)
Section 4.5(a) of the Original Merger Agreement is hereby amended and restated to read in its entirety as follows:
“(a)
The authorized capital stock of the Company consists of 500,000,000 shares of Company Common Stock, no par value per share, of which
25,100,000 shares of Company Common Stock are issued and outstanding as of the date of this Agreement and 20,000,000 shares of Company
Preferred Stock no par value per share, of which 54,819 shares have been designated Series A Preferred Stock and 39,000 shares of the
Company Series A Preferred Stock are issued and outstanding as of the date of this Agreement. Except as set forth on Schedule 4.5(a),
no other shares of capital stock or other securities of the Company are authorized or reserved for issuance or are issued or outstanding.
All issued and outstanding shares of Company Capital Stock are duly authorized, validly issued, fully paid and non-assessable and were
issued in compliance with all applicable Laws (including any applicable securities laws) and in compliance with the Company Articles
of Incorporation and the Company’s Bylaws. Except as set forth on Schedule 4.5(a), no shares of Company Capital Stock are
subject to or were issued in violation of any purchase option, right of first refusal, preemptive right, subscription right or any similar
right (including under any provision of the Florida Business Corporation Act, the Company Articles of Incorporation or any Contract to
which the Company is a party or by which the Company or any of its properties, rights or assets are bound). As of the date of this Agreement,
all outstanding shares of Company Capital Stock are owned of record by the Persons set forth on Schedule 4.5(a) in the amounts
set forth opposite their respective names.”
(g)
The first sentence of Section 4.5(b) of the Original Merger Agreement is hereby amended and restated to include the following lead-in
“Except for the Company Common Stock Warrant for 1,091,525 shares of Company Common Stock and the Company Preferred Warrant issued
for 15,819 shares of Company Preferred Stock, there are no (i) outstanding warrants, options, agreements, convertible securities, performance
units or other commitments or instruments pursuant to which the Company is or may become obligated to issue or sell any of its shares
of Company Common Stock or other securities . . .”
(h)
Section 6.11 of the Original Merger Agreement is hereby amended and restated to read in its entirety as follows
“6.11
Note Financing. Parent has fully executed and delivered a senior secured convertible note through a private placement with Lender
that is convertible into shares of Parent Common Stock and other securities and on terms substantially consistent with those set forth
in the Parent Securities Purchase Agreement for an aggregate amount equal to or greater than $15,819,209 (the “Note”).
Parent shall use its commercially reasonable best efforts to take, or with respect to actions required to be taken by the counterparties
to the Note, request to be taken by such counterparties, all actions and use its commercially reasonable best efforts to do, or with
respect to actions required to be taken by such counterparties request to be done, all things necessary, proper or advisable to consummate
the transactions contemplated by the Parent Securities Purchase Agreement and the Note on the terms and conditions described therein,
including maintaining in effect the Parent Securities Purchase Agreement and the Note.”
(i)
Section 8.7(b) of the Original Merger Agreement is hereby amended and restated to read in its entirety as follows:
(b)
Subsequent Extension Periods. If the Closing has not been consummated by the expiration of the Initial Extension Periods (i.e.,
on or prior to September 13, 2023), with the Company’s reasonable cooperation, Parent shall take such actions as are reasonably
necessary pursuant to the Trust Agreement and Parent’s amended and restated certificate of incorporation to extend the period of
time for it to complete an initial business combination for a subsequent additional period of one month up to six times (each, a “Subsequent
Extension Period”), including providing any required notices to the Trustee. In connection with any Subsequent Extension Period
and so long as the Company takes such actions as are described in the immediately preceding sentence, Parent shall deposit or cause to
be deposited, into the Trust Account, the funds as are required pursuant to the Trust Agreement and Parent’s amended and restated
certificate of incorporation to extend the period of time for Parent to complete an initial business combination prior to the expiration
of the then applicable Subsequent Extension Period.”
(j)
Section 9.1(g) of the Original Merger Agreement is hereby removed in its entirety and shall be replaced with the following new Section
9.1(g):
“(g)
The Note shall have been duly executed and delivered by the parties thereto.”
2.
Representations and Warranties of the Company Parties. The Company, ECD UK Subsidiary and the Securityholder Representative (each,
a “Company Party”) each hereby represent and warrant to the Parent Parties that each of the following representations
and warranties are true, correct and complete as of the date of this Amendment and as of the Closing Date:
(a)
Each Company Party has all requisite corporate power and authority to execute and deliver this Amendment and to consummate the transactions
contemplated hereby, in the case of the Merger, subject to receipt of the Company Stockholder Approval. The execution and delivery by
each Company Party of this Amendment and the consummation by each Company Party of the transactions contemplated hereby have been duly
authorized by all necessary corporate action on the part of each Company Party. No other corporate proceedings on the part of either
Company Party are necessary to authorize this Amendment or to consummate the transactions contemplated by this Amendment (other than,
in the case of the Merger, the receipt of the Company Stockholder Approval). This Amendment has been duly executed and delivered by each
Company Party and, assuming the due authorization, execution and delivery by each of the other parties hereto, this Amendment constitutes
a legal, valid and binding obligation of such Company Party, enforceable against each Company Party in accordance with its terms, subject
to the Enforceability Exceptions.
(b)
None of the execution, delivery or performance by either Company Party of this Amendment or the consummation by such Company Party of
the transactions contemplated hereby does or will, in each case, subject to receipt of the Company Stockholder Approval, (i) contravene
or conflict with the contravene or conflict with the organizational or constitutive documents of the Company Parties, (ii) contravene
or conflict with or constitute a violation of any provision of any Law or Order binding upon or applicable to the Company Parties or
to any of its respective properties, rights or assets, (iii) (A) require consent, approval or waiver under, (B) constitute a default
under or breach of (with or without the giving of notice or the passage of time or both), (C) violate, (D) give rise to any right of
termination, cancellation, amendment or acceleration of any right or obligation of the Company Parties or to a loss of any material benefit
to which the Company Parties are entitled, in the case of each of clauses (A) – (D), under any provision of any Permit, Contract
or other instrument or obligations binding upon the Company Parties or any of their respective properties, rights or assets, or (iv)
result in the creation or imposition of any Lien (except for Permitted Liens) on any of the Company Parties’ properties, rights
or assets.
3.
Representations and Warranties of the Parent Parties. Parent and Merger Sub (the “Parent Parties”) hereby represent
and warrant to the Company Parties that each of the following representations and warranties are true, correct and complete as of the
date of this Amendment and as of the Closing Date:
(a)
Each of the Parent Parties has all requisite corporate power and authority to execute and deliver this Amendment and to consummate the
transactions contemplated hereby, in the case of the Merger, subject to receipt of the Parent Stockholder Approval. The execution and
delivery by each of the Parent Parties of this Amendment and the consummation by each of the Parent Parties of the transactions contemplated
hereby have been duly authorized by all necessary corporate action on the part of such Parent Party. No other corporate proceedings on
the part of a Parent Party are necessary to authorize this Amendment or to consummate the transactions contemplated by this Amendment
(other than, in the case of the Merger, the receipt of the Parent Stockholder Approval). This Amendment has been duly executed and delivered
by each Parent Party and, assuming the due authorization, execution and delivery by each of the other parties hereto and thereto, this
Amendment constitutes a legal, valid and binding obligation of each Parent Party, enforceable against such Parent Party in accordance
with its terms, subject to the Enforceability Exceptions.
(b)
The execution, delivery and performance by each Parent Party of this Amendment or the consummation by each Parent Party of the transactions
contemplated hereby do not and will not (i) contravene or conflict with the organizational or constitutive documents of such Parent Party,
or (ii) contravene or conflict with or constitute a violation of any provision of any Law or any Order binding upon the Parent Parties.
4.
No Waiver. No waiver of any breach or default hereunder shall be considered valid unless in writing, and no such waiver shall
be deemed a waiver of any subsequent breach or default of the same or similar nature.
5.
Miscellaneous.
(a)
Entire Agreement. The Original Merger Agreement, as amended by this Amendment, together with the Additional Agreements, sets forth
the entire agreement of the parties with respect to the subject matter hereof and thereof and supersedes all prior and contemporaneous
understandings and agreements related thereto (whether written or oral), all of which are merged herein.
(b)
Ratification. Except as amended hereby, the terms and provisions of the Original Merger Agreement shall remain unchanged and in
full force and effect. In the event of any conflict between the terms of the Original Merger Agreement and the terms of this Amendment,
the terms of this Amendment shall govern and control.
(c)
Counterparts; Electronic Signatures. This Amendment may be executed in counterparts, each of which shall constitute an original,
but all of which shall constitute one agreement. This Amendment shall become effective upon delivery to each party of an executed counterpart
or the earlier delivery to each party of original, photocopied, or electronically transmitted signature pages that together (but need
not individually) bear the signatures of all other parties.
(d)
Governing Law. This Amendment and all disputes or controversies arising out of or relating to this Amendment or the transactions
contemplated hereby, including the applicable statute of limitations, shall be governed by and construed in accordance with the Laws
of the State of Delaware, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware
or any other jurisdiction) that would cause the application of the Law of any jurisdiction other than the State of Delaware.
(e)
Incorporation by Reference. Sections 11.1 (Notices), 11.2 (Amendments; Waivers; Extensions; Remedies), 11.3 (Arm’s Length Bargaining;
No Presumption Against Drafter), 11.5 (Expenses), 11.6 (No Assignment or Delegation), 11.9 (Severability), 11.10 (Further Assurances),
11.11 (Third Party Beneficiaries), 11.12 (Waiver), 11.13 (No Other Representations; No Reliance), 11.14 (Waiver of Jury Trial), 11.15
(Submission to Jurisdiction), 11.16 (Remedies) and 11.17 (Non-Recourse)
are hereby incorporated by reference herein mutatis mutandis.
[Signature
Page Follows]
*
* * * *
IN
WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, have duly executed this Amendment as of the day and year first
above written.
|
Parent: |
|
|
|
EF
HUTTON ACQUISITION CORPORATION I |
|
|
|
|
By: |
/s/
Benjamin Piggott |
|
Name:
|
Benjamin
Piggott |
|
Title:
|
Chief
Executive Officer |
|
|
|
|
Merger
Sub: |
|
|
|
EFHAC
MERGER SUB, INC. |
|
|
|
|
By: |
/s/
Benjamin Piggott |
|
Name:
|
Benjamin
Piggott |
|
Title:
|
Chief
Executive Officer |
[Signature
Page to First Amendment to Merger Agreement]
IN
WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, have duly executed this Amendment as of the day and year first
above written.
|
Company: |
|
|
|
HUMBLE
IMPORTS, INC. |
|
|
|
|
By: |
/s/
Scott Wallace |
|
Name:
|
Scott
Wallace |
|
Title:
|
CEO |
|
|
|
|
ECD
UK Subsidiary: |
|
|
|
ECD
AUTO DESIGN UK, LTD. |
|
|
|
|
By: |
/s/
Scott Wallace |
|
Name:
|
Scott
Wallace |
|
Title:
|
CEO |
|
|
|
|
Securityholder
Representative: |
|
|
|
|
By: |
/s/
Scott Wallace |
|
Name:
|
Scott
Wallace |
[Signature
Page to First Amendment to Merger Agreement]
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