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] - The company had net revenues of $19,220,445 for the nine months ended September 30, 2025, down from $19,884,213 for the same period 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] - Gross profit fell by $4,106,005 (73%) to $1,482,011 due to increased costs of materials, shipping, customs fees, and labor[248] - Adjusted EBITDA for the three months ended September 30, 2025, was $(4,656,467), a decrease of $4,200,774 compared to the same period in 2024[235] Expenses and Costs - 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%, driven mainly by increased general and administrative costs and a provision for credit losses[241] - Operating expenses increased by $3,376,213 (43%) to $11,141,113, primarily driven by a 52% rise in general and administrative expenses[249] - 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 rose by $3,200,138 (83%) to $7,044,791 due to additional debt and early repayment of the Agile Loan[251] Financing Activities - 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 received a term loan of $1,575,000 under a Business Loan and Security Agreement on February 20, 2025[216] - A new business loan agreement was entered into on April 4, 2025, providing a term loan of $1,824,300, to be repaid in 69 equal weekly payments of $35,693[218] - The net proceeds from the new loan were used to pay off the Agile Loan in the discounted amount of $1,749,300, including principal and interest[219] - Financing activities provided cash of $4,623,329, primarily from proceeds of Convertible Notes and Series C Preferred Stock[264] Liquidity and Going Concern - Cash and cash equivalents were $157,682 as of September 30, 2025, indicating liquidity challenges[257] - Net cash used in operating activities was $5,942,498 for the nine months ended September 30, 2025, compared to $7,199,988 in 2024[262] - The company faces substantial doubt about its ability to continue as a going concern within one year due to liquidity concerns[260] Operational Developments - 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 relocate quality and warranty services to a new facility in 2025, which will also serve as a warranty, used vehicle sales, and service center[228] - The company has opened new marketing channels in 2025, including retail locations in West Palm Beach, FL, and Nantucket, MA[229] - The company increased production by approximately 20% in 2023 and added an additional 10,000 sq. ft. of space in the second half of 2024 to accommodate storage needs[227] Other Income and Gains - Total other income, net increased by $8,936,528 for the three months ended September 30, 2025, primarily due to a gain on the fair value conversion of Notes Payable to Series C Preferred Stock[242] - Total other income increased by $8,915,282, primarily from gains on the fair value of conversion of Notes Payable to Series B and C Preferred Stock[250] Customer and Inventory Information - As of September 30, 2025, customer deposits amounted to $6,893,657, with no deferred revenue for vehicles completed but not titled[254] - Inventories are measured at the lower of cost or net realizable value, with finished goods inventory including completed vehicles not yet delivered[278] Accounting and Reporting - The Company provides for estimated warranty costs at the time revenue is recognized, influenced by historical warranty costs per vehicle[275] - Sales 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] - 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 market risk disclosures as a smaller reporting company[283]

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 ...

As filed with the U.S. Securities and Exchange Commission on September 29, 2025 Registration No. 333-288692 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 4 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) (State or other jurisdiction of incorporation or organization) Delaware 3711 86-2559175 (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Ide ...

As filed with the U.S. Securities and Exchange Commission on September 19, 2025 Registration No. 333-288692 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 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) (State or other jurisdiction of incorporation or organization) Delaware 3711 86-2559175 (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Ide ...

As filed with the U.S. Securities and Exchange Commission on September 8, 2025 Registration No. 333-288692 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 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) (State or other jurisdiction of incorporation or organization) Delaware 3711 86-2559175 (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Iden ...

Financial Performance - The company's net revenues were $7.0 million for the three months ended June 30, 2025, compared to $6.5 million for the same period in 2024, representing an increase of approximately 7.7%[176] - For the six months ended June 30, 2025, net revenues remained stable at $13.4 million, unchanged from the same period in 2024[176] - The company reported a net loss of $4.3 million for the three months ended June 30, 2025, an improvement from a net loss of $7.0 million in the same period of 2024[176] - The company had a net loss of $2.0 million for the six months ended June 30, 2025, compared to a net loss of $4.9 million for the same period in 2024[176] - Revenue for the three months ended June 30, 2025, increased by $561,474 (9%) to $7,015,892 compared to the same period in 2024[214][215] - Revenue for the six months ended June 30, 2025, was $13,437,263, a decrease of $6,901 compared to $13,444,164 for the same period in 2024[222] - The net loss for the six months ended June 30, 2025, was $7,020,611, an increase of 44% from the net loss of $4,889,357 in 2024[236] Expenses and Profitability - Gross profit decreased by $666,399 (32%) for the three months ended June 30, 2025, primarily due to increased shipping and custom fees[216] - Operating expenses rose by $1,405,193 (55%) for the three months ended June 30, 2025, mainly driven by higher general and administrative costs[217] - Gross profit decreased by $427,460 to $3,153,016, representing a 12% decline due to increased shipping and customs fees[223] - Operating expenses increased by $2,605,116 to $7,721,045, primarily driven by a 60% increase in general and administrative expenses[224] - Interest expense rose by $1,519,503 to $3,962,327, a 62% increase due to additional debt and early loan repayments[227] - Adjusted EBITDA decreased by $1,533,862 for the three months ended June 30, 2025, compared to the same period in 2024[211] Financing Activities - 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[180] - 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[181] - The Company entered into a New Loan Agreement on April 4, 2025, receiving a term loan of $1,824,300, to be repaid in 69 weekly payments of $35,693 starting April 15, 2025[193] - The net proceeds from the New Loan were used to pay off the Agile Loan for a discounted amount of $1,749,300, including principal and interest[195] - As of June 30, 2025, the outstanding balance on the New Loan was $1,824,300, with interest expense for the three months ended June 30, 2025 amounting to $136,109[196] - The Company converted $2,462,805 under the Loan Agreement into 5,000 shares of Series C Preferred Stock on July 7, 2025[260] - The Company executed a senior secured convertible note for a loan of $823,960 on July 7, 2025, as part of a series of senior secured convertible notes totaling $21,972,275.38[262] - On August 4, 2025, the Lender exchanged $10,000,000 principal from the December 2023 Convertible Note into 15,000 shares of Series C Preferred Stock[263] - The Company sold 1,111 shares of Series C Convertible Preferred Stock for a discounted purchase price of $999,900 on August 13, 2025[264] - Financing activities provided cash of $3,373,127, primarily from proceeds of Convertible Notes issued in January and June 2025[240] Operational Developments - The company operates a logistics center in the UK to source and transport over-25-year-old vehicles for restoration[179] - The company employs 98 individuals at its headquarters, known as the "RoverDome," located in Kissimmee, FL[179] - The Company plans to relocate quality and warranty services to a new facility in 2025, enhancing operational efficiency and focusing on iconic American vehicles[204] - The Company opened new retail locations in West Palm Beach, FL, and Nantucket, MA, in 2025 to expand marketing channels[205] Liquidity and Going Concern - The company’s liquidity condition raises substantial doubt about its ability to continue as a going concern within one year[235] - Cash used in operating activities was $4,243,007, with $1,207,662 allocated to fund working capital[237] - As of June 30, 2025, the company had customer deposits of $7,988,974 and deferred revenue of $980,696[228] - The company reported a gain of $519,327 on the fair value of warrant liabilities and $360,989 on the conversion option for the six months ended June 30, 2025[226] - The total value of accounting and finance services provided by Flexible Consulting, LLC, to the Company is $123,000 as of August 15, 2025[268]

As filed with the U.S. Securities and Exchange Commission on August 6, 2025 Registration No. 333-288692 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 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) (State or other jurisdiction of incorporation or organization) Delaware 3711 86-2559175 (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identif ...

Financial Performance - Revenue for the three months ended March 31, 2025, was $6.4 million, a decrease of approximately 8.6% compared to $7.0 million for the same period in 2024[176]. - The company reported a net loss of $2.8 million for the three months ended March 31, 2025, compared to a net loss of $2.9 million for the same period in 2024[176]. - For the three months ended March 31, 2025, net revenues decreased by 8.1% to $6,421,371 compared to $6,989,746 for the same period in 2024[215]. - Gross profit increased by 15.7% to $1,764,572 for the three months ended March 31, 2025, driven by an increase in average selling price per vehicle[215]. - Adjusted EBITDA for the three months ended March 31, 2025 was $(877,790), a decrease of $442,900 compared to $(434,890) for the same period in 2024[199]. - The net loss for the three months ended March 31, 2025 was $(2,750,317), a slight improvement of 3.8% compared to $(2,859,862) in 2024[215]. Operating Expenses - General and administrative expenses rose significantly by 58.3% to $3,393,542 for the three months ended March 31, 2025, compared to $2,143,550 in 2024[220]. - Total operating expenses increased by 47.0% to $3,719,080 for the three months ended March 31, 2025, compared to $2,529,711 in 2024[220]. - General and administrative expenses increased by $1,249,992 for the three months ended March 31, 2025, compared to the same period in 2024, primarily due to equity compensation increases of $632,714, inventory write-offs of $353,377, and recruitment expenses of $85,541[222]. Revenue Recognition - The Company recognizes revenue when the product build is completed and title has been transferred, with revenue from vehicle sales recorded upon delivery[256]. - Approximately 25% to 50% of the total contract consideration is received as an upfront payment, recorded as deferred revenue, with the remaining 50% to 75% billed upon completion of the build[257]. - The Company generates revenue through extended warranties and repair services, with service revenue recognized upon completion of the repair work[258][259]. - The Company applies the five-step revenue recognition model to contracts when it is probable that it will collect the consideration due[255]. Financing and Debt - The company has a senior secured convertible note with a principal amount of $15,819,209, accruing interest at an annual rate of Prime Interest rate plus 5%[180]. - The December 2023 Convertible Note has a maturity date of December 12, 2026, and ranks senior to all outstanding and future indebtedness[181]. - The company executed a Business Loan and Security Agreement for a term loan of $1,575,000, with repayments commencing March 3, 2025[189]. - The Company entered into a securities purchase agreement on January 8, 2025, for a loan of $1,724,100, which includes the issuance of 500,000 shares of Common Stock[276][277]. - The Company entered into a Business Loan and Security Agreement on February 20, 2025, receiving a term loan of $1,575,000, with total interest accruing to $661,500[281]. - The Company entered into a new loan agreement on April 4, 2025, receiving a term loan of $1,824,300, with total interest accruing to $638,505[290]. - The net proceeds of the new loan were used to pay off the Agile Loan in the discounted amount of $1,749,300[291]. - The Company received two term loans of $150,000 each from a private lender on May 8, 2025, with an interest rate of 24.99%[294]. Operational Developments - The company plans to leverage the assets of Brand New Muscle Car (BNMC) for the production of Mustangs, resulting in 6 Mustang contracts[195]. - The company increased production by approximately 20% in 2023 and added an additional 10,000 sq. ft. of space in the second half of 2024 for vehicle storage[194]. - The company has opened new retail locations in West Palm Beach, FL, and Nantucket, MA, as part of its marketing strategy in 2025[196]. - The company plans to relocate quality and warranty services to a new facility in 2024, enhancing operational efficiency[195]. Cash Flow and Liquidity - Cash used in operating activities was $3,045,185 for the three months ended March 31, 2025, compared to $2,554,971 for the same period in 2024, primarily due to a decrease in deferred revenue and increases in accounts receivable and prepaid assets[240][241]. - The company provided cash of $2,249,565 from financing activities for the three months ended March 31, 2025, mainly from proceeds of the January 2025 Convertible Note and the Agile Loan[244]. - The company’s liquidity condition raises substantial doubt about its ability to continue as a going concern for the next twelve months, as indicated by management's assessment[239]. - The company plans to use its current cash position and collections from accounts receivable to fund ongoing operations, while also considering future financing options[247]. Market and Economic Conditions - Inflation has impacted the company through increased shipping, product, and labor costs, but did not have a material impact on operations for the three months ended March 31, 2025[248]. Tax and Valuation - As of March 31, 2025, the Company had zero reserves related to uncertain tax positions, indicating no adjustments were necessary for tax positions taken[266]. - The Company recorded a valuation allowance against all deferred tax assets as it is more likely than not that the benefits of these assets will not be recognized[269]. Strategic Partnerships and Agreements - The Company signed a Strategic Partnership Agreement with One Drivers Club to launch a retail showroom in West Palm Beach, Florida, with a base rent of $225,000 per annum, subject to 4% annual increases[284]. - The Company will pay One Drivers Club $75,000 for showcasing custom vehicles from April 1, 2025, to December 31, 2025[287]. Shareholder and Corporate Governance - The Company held its 2024 annual meeting on December 27, 2024, with 21,334,357 shares (58.94%) represented[288]. - The Company authorized a new series of Series B Convertible Preferred Stock, with an initial conversion of $1,284,881 into 4,000 shares of Series B Preferred Stock[295]. - The Exchange Agreement allows the Lender to require the Company to participate in Additional Exchanges for converting outstanding amounts into Series B Preferred Stock[296]. - The Exchange Agreement is detailed in the Current Report on Form 8-K filed on May 15, 2025, as Exhibit 10.1[297].

Revenue Performance - Revenue for the year ended December 31, 2024, increased 29% to a record $25.2 million, compared to $19.5 million in 2023[11] - Revenue for the year ended December 31, 2024, increased to $25,165,733, up 29% from $19,492,606 in 2023[31] - Fourth quarter 2024 revenues increased 10% to $5.3 million, compared to $4.8 million in the same quarter of 2023[18] Profitability - Gross profit for 2024 was $5.9 million, representing 23.4% of revenue, up from $4.5 million or 23.2% of revenue in 2023[12] - Gross profit rose to $5,887,947, representing a 30% increase from $4,522,923 in the previous year[31] - Net loss for 2024 was ($10.8) million, or $(0.32) per diluted share, compared to a net loss of ($1.2) million, or $(0.05) per diluted share in 2023[14] - Net loss for 2024 was $(10,771,451), compared to a net loss of $(1,178,906) in 2023, reflecting a substantial decline in profitability[31] - Adjusted EBITDA for 2024 was a loss of ($3.6) million, compared to an Adjusted EBITDA gain of $1.8 million in 2023[15] - Adjusted EBITDA for 2024 was $(3,558,474), a decrease from an adjusted EBITDA of $1,812,290 in 2023[36] Operating Expenses - Operating expenses for the year ended December 31, 2024, were $10.4 million, compared to $6.1 million in 2023, primarily due to higher general and administrative expenses[13] - Operating expenses totaled $10,436,687, a significant increase of 73% compared to $6,058,757 in 2023[31] - The company reported a significant increase in advertising and marketing expenses, which rose to $1,171,696, up 83% from $641,831 in 2023[31] Cash and Assets - Cash and equivalents on December 31, 2024, were $1.5 million, down from $8.1 million on December 31, 2023[16] - Cash and cash equivalents decreased to $1,476,850 in 2024 from $8,134,211 in 2023, a decline of 82%[34] - Total current assets decreased to $12,943,542 in 2024 from $17,775,983 in 2023, a decline of 27%[34] Liabilities - Total liabilities increased to $37,173,174 in 2024, up from $34,144,401 in 2023, indicating a rise of 6%[34] Business Operations - The company completed approximately 12 vehicles in 2024, with revenue recognition for these vehicles expected in the first half of 2025[9] - ECD plans to expand its retail presence with new locations, including a 'store within a store' in West Palm Beach, enhancing customer engagement and customization opportunities[10] Shareholder Information - The weighted average number of common shares outstanding increased to 33,505,605 in 2024 from 24,875,667 in 2023, an increase of 35%[31] Quarterly Performance - Gross profit in the fourth quarter of 2024 was $0.3 million, down from $1.2 million in the same year-ago quarter, impacted by a non-cash $1.1 million write-down[19]

Financial Performance - Revenue for the years ended December 31, 2024 and 2023 was $25.1 million and $19.5 million, respectively, representing a year-over-year increase of approximately 28.7%[307] - The company reported a net loss of $10.8 million for 2024 compared to a net loss of $1.2 million for 2023, indicating a significant increase in losses[307] - Adjusted EBITDA decreased by $5.4 million for the year ended December 31, 2024, compared to the previous year, primarily due to increased public company costs and expenses related to financial statement restatements[334] - The Company reported a net loss of $(10,771,451) for the year ended December 31, 2024, compared to a net loss of $(1,178,906) for the year ended December 31, 2023[333] - Net revenue for the year ended December 31, 2024, was $25,165,733, representing a 29.1% increase from $19,492,606 in 2023[352] - Gross profit increased to $5,887,947 in 2024, a 30.2% increase from $4,522,923 in 2023, with gross margin percentage rising to 23.4%[356] - Total operating expenses rose to $10,436,687 in 2024, a 72.3% increase from $6,058,757 in 2023, driven by higher advertising and general administrative expenses[359] - Interest expense surged to $5,270,404 in 2024, a 706.6% increase from $653,429 in 2023, primarily due to accrued interest on convertible notes[363] Business Operations - The company completed a business combination on December 12, 2023, resulting in the issuance of 26,500,000 shares of common stock and 25,000 shares of preferred stock as part of the merger consideration[314] - The company operates a logistics center in the UK to source and transport over-25-year-old work vehicles for restoration[310] - The Company has 105 employees, including 67 craftsmen and technicians, as of December 31, 2024[310] - The company experienced significant supply chain disruptions due to the COVID-19 pandemic, impacting operations and leading to the production of six fewer vehicles in 2020 compared to budget[324] - Vehicle builds accounted for 98.4% of total revenue in 2024, with an increase in average selling price per vehicle by $33,808 contributing $338,080 to revenue growth[354] Financing Activities - The December 2023 Convertible Note was issued for a principal amount of $15,819,209, with an interest rate of Prime + 5% per annum, and a maturity date of December 12, 2026[313] - The Company executed a senior secured convertible note in August 2024 for a principal amount of $1,154,681, net of a debt discount of $363,718, and issued 300,000 shares of Common Stock[373] - In January 2025, the Company entered into a securities purchase agreement for a loan of $1,724,100 and issued 500,000 shares of Common Stock[374] - The Company entered into a Business Loan and Security Agreement on February 20, 2025, receiving a term loan of $1,575,000, with total interest accruing to $661,500[416] - A new business loan agreement was established on April 4, 2025, with a principal amount of $1,824,300, accruing interest of $638,505[418] - The net proceeds from the new loan were used to pay off the previous Agile Loan amounting to $1,749,300[419] Customer and Revenue Management - Customer deposits amounted to $8,130,324 as of December 31, 2024, indicating reliance on customer funding for working capital[368] - Deferred revenue for completed vehicles not yet titled was $3,672,501 as of December 31, 2024[368] - The Company generates revenue through product sales, service revenue, and warranty revenue, with product revenue recognized upon customer payment and delivery[337] Strategic Initiatives - The Company plans to open new marketing channels in 2025, including outreach events and collaborations with market influencers[329] - The Company introduced the Jaguar E-type in 2022 and added the Ford Mustang and Toyota FJ to its lineup in 2024, targeting higher price points and gross margins[328] - The Company has expanded its manufacturing facility in Kissimmee, Florida, leasing 100,000 sq. ft. for 125 months to enhance production efficiencies[327] Compliance and Governance - The Company is currently working to regain compliance with Nasdaq Listing Rules after receiving notices regarding market value and filing delinquency[420][425] - ECD appointed Benjamin Piggott as Chief Financial Officer on September 16, 2024, following the resignation of Raymond Cole[455] - ECD appointed Barton CPA PLLC as the independent registered public accounting firm for the year ending December 31, 2024[464] - Keven Kastner was appointed as Chief Revenue Officer on November 11, 2024, to drive sales and manage revenue streams[457] Future Outlook - The Company has determined that its liquidity condition raises substantial doubt about its ability to continue as a going concern for the next twelve months[377] - The Company plans to use its current cash position and collections from accounts receivable to fund ongoing operations[378]