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1
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NAME OF REPORTING PERSONS
Nathaniel August
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x
(b) o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
990,000
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
990,000
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
990,000
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.77%
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12
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TYPE OF REPORTING PERSON
IN, HC
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CUSIP
No. 28201D109
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SCHEDULE 13G
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Page 5
of 9 Pages
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| Item 1. | | (a) Name of Issuer |
EF HUTTON ACQUISITION CORPORATION I
| Item 1. | | (b) Address of Issuer’s Principal
Executive Offices |
24
Shipyard Drive, Suite 102
Hingham,
MA 02043
| Item 2. | | (a, b, c) Names of Person Filing, Address
of
Principal
Business Office, Citizenship: |
Mangrove
Partners, a Cayman Islands limited liability company, is located at c/o Maples Corporate Services, Ltd., PO Box 309, Ugland House,
South Church Street, George Town, Grand Cayman, Cayman Islands KY1-1104
Mangrove
Partners Master Fund, Ltd., a Cayman Islands limited liability company, is located at c/o Maples Corporate Services, Ltd., PO Box
309, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands KY1-1104
Nathaniel
August, a United States citizen, is located at 645 Madison Avenue, 14th Floor, New York, New York 10022
The shares of the Issuer which are the subject of this SCHEDULE 13G (the “Shares”) are held by the Master
Fund. Beneficial ownership of the Shares is also claimed by (i) Mangrove Partners which serves as the investment manager of the Master
Fund, and (ii) Nathaniel August who is the principal of Mangrove Partners.
| Item 2. | | (d) Title of Class of Securities |
Common Stock
28201D109
|
CUSIP No. 28201D109
|
SCHEDULE 13G
|
Page 6
of 9 Pages
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Item 3. If
this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
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(a) |
¨ |
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
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(b) |
¨ |
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
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(c) |
¨ |
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
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(d) |
¨ |
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
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(e) |
o |
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
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(f) |
¨ |
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
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(g) |
¨ |
A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); |
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(h) |
¨ |
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
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(i) |
¨ |
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the
Investment Company Act of 1940 (15 U.S.C. 80a-3); |
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(j) |
¨ |
A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J); |
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(k) |
¨ |
A group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S.
institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: |
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Not Applicable |
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CUSIP
No. 28201D109
|
SCHEDULE 13G
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Page
7 of 9 Pages
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Item
4. Ownership
Information
with respect to the Reporting Persons' ownership of the Common Stock as of December 31, 2022, is incorporated by reference to
items (5) - (9) and (11) of the cover page of the respective Reporting Person.
The
amount beneficially owned by each Reporting Person is determined based on the sum of 14,632,500 Shares outstanding as of November 10,
2022, as the Issuer reported in its 10-Q, filed with the SEC on November 10, 2022.
The filing of this SCHEDULE 13G shall not be construed as an admission that the Reporting Persons are, for purposes of Section 13(d) of
the Securities Exchange Act of 1934, as amended, the beneficial owners of any of the Shares reported herein. Each of the Reporting Persons
specifically disclaims beneficial ownership of the Shares reported herein that are not directly owned by such Reporting Person.
Item
5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the following [ ].
Item
6. Ownership of More Than Five Percent on Behalf of Another Person
Not Applicable.
Item
7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent
Holding Company or Control Person
Not Applicable.
Item
8. Identification and Classification of Members of the Group
See
disclosures in Item 2 and Exhibit I.
Item
9. Notice of Dissolution of Group
Not Applicable.
Item
10. Certification
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and
are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not
acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
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CUSIP No. 28201D109
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SCHEDULE 13G
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Page
8 of 9 Pages
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SIGNATURE
After reasonable inquiry
and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 14, 2023
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Mangrove Partners
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By: |
/s/
Nathaniel August |
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Nathaniel August, Director |
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Mangrove Partners Master Fund, Ltd
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By: |
/s/
Nathaniel August |
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Nathaniel August, Director |
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Nathaniel August
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By: |
/s/
Nathaniel August |
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Nathaniel August |
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The undersigned acknowledge and agree that the foregoing statement on SCHEDULE 13G, is filed on behalf of each of the undersigned
and that all subsequent amendments to this statement on SCHEDULE 13G, shall be filed on behalf of each of the undersigned
without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible
for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained
therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to
the extent that he or it knows or has reason to believe that such information is inaccurate.