Financial Data and Key Metrics Changes - ECD reported Q3 2025 revenue of $5.8 million, a decrease of $1.2 million compared to Q2 2025 and a decrease of $0.6 million year-on-year [14] - Gross profit for the quarter was negative $1.7 million, down $3.1 million from Q2 2025 and $3.7 million from Q3 2024, primarily due to the completion of older builds [14][15] - Loss from operations was $5.1 million, an increase of $2.5 million from the prior quarter and $4.5 million from the prior year [16] - Net income was $2.2 million compared to a net loss of $4.3 million in the prior quarter and a net loss of $2.6 million in Q3 2024, attributed to non-cash fair value gains from debt conversion [16] Business Line Data and Key Metrics Changes - The company focused on clearing production of older vehicles, which impacted gross margin, but is now shifting to new client builds with healthier economics [6][7] - The average selling price of completed vehicles ranges between $300,000 and $400,000, with almost 700 vehicles completed to date [6] Market Data and Key Metrics Changes - ECD operates in a $90 billion-plus global classic car ecosystem, with a capital-light model and multiple growth channels including retail and licensing [5] - The company is expanding into the Porsche market with a bespoke Porsche 911 restoration, which is expected to elevate average selling prices and drive efficiencies [8][9] Company Strategy and Development Direction - ECD is diversifying its product offerings and has entered the Porsche market, which aligns with its strategy to target high-demand, high-value segments [8][9] - The collaboration with Chelsea Truck Company aims to create modern luxury builds, expanding the total addressable market and leveraging existing factory capacity [10][11] - The company is also focusing on retail strategies and partnerships with dealerships to enhance brand reach and customer engagement [11][12] Management's Comments on Operating Environment and Future Outlook - Management acknowledged ongoing pressures from tariffs and logistics inflation but is implementing measures to optimize sourcing and reshape vendor strategies [7] - The company remains confident in restoring compliance with NASDAQ and is focused on executing its growth strategy to deliver long-term value to shareholders [14][17] Other Important Information - ECD received an extension until January 26 to resolve bid price and shareholder equity deficits [14] - The company has initiated sales of common stock under an equity purchase facility agreement, providing capacity for up to $300 million in common stock sales [17] Q&A Session Summary - There were no questions during the Q&A session, and the call concluded with closing remarks from management [19][20]

Core Insights - ECD Automotive Design, Inc. reported its third quarter financial results for 2025, highlighting a focus on operational improvements and cost containment while expanding its product lineup with new collaborations and builds [1][5][10]. Financial Performance - Revenue for the third quarter of 2025 was $5.8 million, a decrease from $6.4 million in the same quarter of 2024 [10][11]. - The company experienced a gross loss of $1.7 million in Q3 2025, compared to a gross profit of $2.0 million in Q3 2024, primarily due to the completion of legacy builds and increased tariff-related costs [10][11]. - Net income for the third quarter was $2.2 million, a significant improvement from a net loss of $2.6 million in the prior year, attributed to a non-cash gain from the conversion of debt into preferred stock [10][13]. - Operating expenses increased to $3.4 million, up by $0.8 million from the previous year, mainly due to higher legal fees and lease recognition [12]. - The operating loss for the quarter was reported at $5.0 million, an increase of $4.4 million from the prior year, driven by reduced gross margins and higher administrative costs [12]. Strategic Developments - The company is implementing cost-containment measures expected to yield over $1 million in annual savings through headcount and overhead reductions while maintaining craftsmanship and production capabilities [6][8]. - ECD has diversified its product offerings, including a collaboration with Chelsea Truck Company to produce modern Land Rover Defenders and INEOS Grenadiers, which is anticipated to enhance manufacturing resource utilization [7][10]. - The completion of the first bespoke Porsche 911 build marks ECD's entry into the Porsche restoration market, receiving recognition at a car show [7][10]. Future Outlook - Management believes that the operational groundwork established in Q3 2025 will lead to improved financial performance and sustained value creation as the company progresses into 2026 [8].

Financial Performance - Net revenues for the three months ended September 30, 2025, were $5,783,182, a decrease from $6,440,049 for the same period in 2024, representing a decline of approximately 10.2%[200] - Net income for the three months ended September 30, 2025, was $2,232,855, compared to a net loss of $2,569,518 for the same period in 2024[200] - For the nine months ended September 30, 2025, net revenues were $19,220,445, down from $19,884,213 in 2024, indicating a decrease of about 3.3%[200] - Revenue for the three months ended September 30, 2025, decreased by $656,867, or 10%, compared to the same period in 2024, primarily due to a decrease in build revenue[238] - Revenue for the nine months ended September 30, 2025, decreased by $663,768 (3%) to $19,220,445 compared to $19,884,213 in the same period of 2024[246] - The company reported a net loss of $4,787,756, a decrease of $2,671,119 (36%) compared to a net loss of $7,458,875 in the same period of 2024[246] Debt and Financing - The company entered into a Securities Purchase Agreement on October 6, 2023, issuing a senior secured convertible note for a principal amount of $15,819,209[204] - The December 2023 Convertible Note has a maturity date of December 12, 2026, and is secured by a first priority perfected security interest in all existing and future assets of the company[205] - The company executed a Business Loan and Security Agreement on February 20, 2025, receiving a term loan of $1,575,000, which included an administrative agent fee of $75,000[216] - A new business loan agreement was entered into on April 4, 2025, for a principal amount of $1,824,300, with repayments structured over 69 equal weekly payments[218] - The net proceeds from the new loan were used to pay off the Agile Loan in a discounted amount of $1,749,300, including principal and interest[219] - Interest expense increased by $1,680,635, or 120%, for the three months ended September 30, 2025, due to additional debt taken out[243] - Interest expense increased by $3,200,138 (83%) to $7,044,791 due to additional debt and early repayment of the Agile Loan[251] - Total other income increased by $8,915,282, primarily due to gains on the fair value of conversion of Notes Payable to Series B and C Preferred Stock[250] Operating Expenses - Cost of goods sold increased by $3,021,678, or 68%, for the three months ended September 30, 2025, leading to a gross loss of $1,671,005[238] - Operating expenses rose by $771,097, or 29%, for the three months ended September 30, 2025, driven mainly by increased general and administrative costs[241] - Gross profit fell by $4,106,005 (73%) to $1,482,011 due to increased costs of materials, shipping, customs fees, and labor associated with builds[248] - Operating expenses rose by $3,376,213 (43%) to $11,141,113, primarily driven by a 52% increase in general and administrative expenses[249] Business Operations - The company operates a logistics center in the UK to source and transport over-25-year-old vehicles for restoration[203] - The company employs 95 individuals at its headquarters, known as the "RoverDome," located in Kissimmee, FL[203] - The company plans to expand its production capabilities by relocating quality and warranty services to a new facility in 2025[228] - The company introduced the Jaguar E-type in 2022, which has a higher price point and gross margin compared to traditional models[228] - The company opened new retail locations in West Palm Beach, FL, and Nantucket, MA, in 2025 to enhance marketing channels[229] Cash Flow and Liquidity - Cash used in operating activities was $5,942,498, with $1,457,749 allocated to fund working capital[262] - Financing activities provided cash of $4,623,329, mainly from proceeds of Convertible Notes and Series C Preferred Stock[264] - The company's liquidity condition raises substantial doubt about its ability to continue as a going concern within one year[260] Accounting and Financial Reporting - The Company provides for estimated warranty costs at the time revenue is recognized, influenced by historical warranty costs per vehicle[275] - Sales, value add, and other taxes collected on behalf of third parties are excluded from revenue, with contracts typically having a payment period of one year or less[276] - Shipping and handling costs related to customer contracts are recorded as part of the cost of goods[277] - Inventories are measured at the lower of cost or net realizable value, with finished goods inventory including completed vehicles not yet delivered[278] - The estimated fair value of cash, accounts receivable, and accounts payable approximates their carrying amounts due to short maturities[279] - The Company assesses warrants for liability or equity classification based on specific accounting standards, impacting how changes in fair value are recorded[280] - Convertible debt instruments are evaluated for liability classification and whether conversion features should be accounted for separately[281] - Redeemable equity instruments are classified based on whether they are subject to unconditional obligations for redemption, affecting their measurement[282] - The Company is not required to provide quantitative and qualitative disclosures about market risk as a smaller reporting company[283]

Core Insights - ECD Automotive Design has launched Project Camel Trophy, a bespoke restoration of a client-owned Defender 110, transforming it into a modern, expedition-ready vehicle while honoring its historical significance [2][7] Company Overview - ECD Automotive Design is the largest Land Rover and Jaguar restoration company, specializing in custom luxury builds, including various iconic models [2][9] - The company was founded in 2013 by three British automotive enthusiasts and operates from a 100,000-square-foot facility in Kissimmee, Florida, employing 105 skilled craftsmen [9] Project Details - Project Camel Trophy features a full-frame restoration of a vintage Defender, modernized with a GM LS3 V8 engine and a 6L80E automatic transmission, enhancing performance and reliability [4][8] - The exterior is finished in Land Rover Sandglow Gloss with a Narvik Black roof and includes a full external 6-point roll cage, heavy-duty winch, and BFG All-Terrain tires, emphasizing its off-road capabilities [3][8] Interior Features - The interior has been upgraded to a handcrafted cabin with luxury materials, including Nappa leather seats and a leather-wrapped dash, blending comfort with rugged authenticity [5][8] - Technological enhancements include a touchscreen with Bluetooth and CarPlay, rear AC, USB charging, and a backup camera, ensuring modern functionality [6][8] Customization Process - Each vehicle produced by ECD is bespoke, designed through an immersive luxury experience, and hand-built over approximately 2,200 hours by master-certified craftsmen [9]

Core Insights - ECD Automotive Design, Inc. has engaged Arca Labs to assist in its Bitcoin treasury initiative, marking a significant step in the company's digital asset strategy [1][2][3] Company Overview - ECD is the largest Land Rover and Jaguar restoration company, known for custom luxury builds including bespoke Defenders, Range Rovers, and Jaguar E-Types [1][5] - The company was founded in 2013 and operates from a 100,000-square-foot facility in Kissimmee, Florida, employing 102 staff, including 67 craftsmen with a total of 66 ASE certifications [5] Digital Asset Strategy - The collaboration with Arca Labs aims to establish a secure corporate account with a qualified digital-asset custodian, focusing on documentation, onboarding, and security protocols [2][3] - Arca Labs will provide non-discretionary operational support, ensuring compliance and security in digital asset custody and transactions, while ECD maintains focus on vehicle production [3][4] Operational Support - Arca Labs specializes in guiding companies in digital asset strategies and provides ongoing operational support throughout the lifecycle of these assets [4]

Core Insights - ECD Automotive Design has formed a U.S. distribution alliance with Chelsea Truck Company to create a new line of bespoke Land Rover Defender L663 and INEOS Grenadier vehicles under the brand ECD × CTC [3][5] - The collaboration aims to leverage CTC's design expertise and ECD's craftsmanship to produce modern luxury vehicles with faster delivery and refined design execution [4][5] - Since their market introduction, over 100,000 Land Rover Defenders and 12,000 INEOS Grenadiers have been sold in the U.S., indicating a strong demand for these vehicles [4] Company Overview - ECD Automotive Design is the largest restoration company for Land Rover and Jaguar, known for custom luxury builds, and trades under the NASDAQ symbol ECDA [3][6] - The company was founded in 2013 and specializes in restoring classic vehicles, with a focus on high-quality craftsmanship and bespoke designs [6] - ECD's facility in Kissimmee, Florida, spans 100,000 square feet and employs 102 staff, including 67 craftsmen with numerous certifications [6] Collaboration Details - The ECD × CTC collaboration combines British design and parts engineering from CTC with ECD's full-vehicle craftsmanship, enhancing factory utilization and working capital velocity [4][5] - Vehicles will be assembled at ECD's facility using CTC's premium components, aiming for a new class of luxury builds [4] - This partnership allows ECD to expand its total addressable market while maintaining its craftsmanship and design standards [5]

Core Insights - ECD Automotive Design, Inc. has achieved recognition for its Project Gravette Porsche 993, winning Best in Show – European Modified Division at the 2025 Festivals of Speed [2][4] - This marks ECD's first Porsche 911 build, showcasing the company's craftsmanship and design capabilities [3][5] - The company continues to expand its portfolio by adding Porsche 911s to its lineup of custom luxury vehicles [4][6] Company Overview - ECD Automotive Design specializes in restoring luxury vehicles, combining classic aesthetics with modern performance [7] - The company was founded in 2013 and operates from a 100,000-square-foot facility in Kissimmee, Florida, employing 105 skilled craftsmen [7] - Each vehicle is custom-built, requiring approximately 2,200 hours of labor, and is designed through a collaborative process with clients [7] Recent Achievements - Project Gravette joins other award-winning builds from ECD in 2025, including The Wellesley Commission Jaguar E-Type and Project Ghost Mustang, both recognized for their design and engineering excellence [5] - The recognition at the Festivals of Speed validates ECD's approach of blending heritage design with modern luxury [4][5]

Core Insights - ECD Automotive Design, Inc. announced that its Project Gravette Porsche 993 won Best in Show – European Modified Division at the 2025 Festivals of Speed, showcasing the company's expertise in luxury vehicle restoration and customization [3][4][5] Company Overview - ECD is recognized as the world's largest Land Rover and Jaguar restoration company, specializing in bespoke luxury builds, including models like Defenders, Range Rovers, Jaguar E-Types, Ford Mustangs, and Toyota FJs [3][6] - The company was founded in 2013 and operates from a 100,000-square-foot facility in Kissimmee, Florida, employing 102 staff, including 67 craftsmen and technicians with a combined total of 66 ASE certifications [6][7] - ECD's vehicles are fully bespoke, designed through a luxury experience, and hand-built over 2,200 hours by master-certified craftsmen [6] Recent Achievements - The Project Gravette Porsche 993 is ECD's first Porsche 911 customization and has quickly gained recognition for its design and craftsmanship [4][5] - The win at the Festivals of Speed validates ECD's ability to blend classic design with modern performance, enhancing the company's brand visibility and supporting its growth strategy across various channels [5] Product Portfolio - ECD's current restoration offerings include Land Rover Defenders, Land Rover Series IIA, Range Rover Classic, Jaguar E-Type, Ford Mustang, and Toyota FJ, with a focus on high-quality, custom luxury vehicles [6]

Core Insights - ECD Automotive Design has launched Project Nantucket, a bespoke Defender 110 Soft Top that emphasizes coastal sophistication and luxury [2][5] - The vehicle features a 6.2L LT1 V8 engine and a 10-speed automatic transmission, ensuring smooth performance [3] - Project Nantucket is handcrafted at ECD's Florida headquarters, symbolizing craftsmanship and the coastal lifestyle [6] Company Overview - ECD Automotive Design is a public company trading under ECDA on Nasdaq, specializing in restored luxury vehicles that blend classic aesthetics with modern performance [9] - Founded in 2013 by three British automotive enthusiasts, the company emphasizes high standards for quality and custom luxury vehicles [9] - ECD operates from a 100,000-square-foot facility in Kissimmee, Florida, employing 105 skilled workers with extensive certifications [9] Product Specifications - Project Nantucket features a Lotus Baby Blue exterior with Zermatt Silver accents, designed for both performance and elegance [2][4] - The vehicle includes modern amenities such as a touchscreen infotainment system with CarPlay, 360-degree camera view, and rear A/C [5][8] - Custom features include leather-wrapped seats, a unique stitch pattern, and a bespoke picnic blanket on the rear gate [8]

As filed with the U.S. Securities and Exchange Commission on October 15, 2025 Registration No. 333-288692 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 5 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ECD Automotive Design, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 3711 86-2559175 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Ident ...