ECD Automotive Design Inc 2024年度报告

FORM10-K/A(Amendment No. 1) (Mark One)☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended:December 31,2023 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to _____________ Commission File No.001-41497 ECD AUTOMOTIVE DESIGN, INC.(Exact name of registrant as specified in its charter) Delaware86-2559175(State or other jurisdiction of(I.R.S. Employer incorporation or organization)Identification No.) 4390 Industrial LaneKissimmee,Florida34758(Address of principal executive offices)(Zip Code) (407)483-4825(Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to Section 12(g) of the Act: None. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required tosubmit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Accelerated filer☐Non-accelerated filer☒Smaller reporting company☒Emerging growth company☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act by the registered public accounting firmthat prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☒ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐No☒ As of June 30, 2023, based upon the last reported trade on that date, the aggregate market value of the voting and non-voting commonequity held by non-affiliates was $43,784,117. As of February 14, 2025, there were a total of35,149,663shares of the registrant’s common stock issued and outstanding. DOCUMENTS INCORPORATED BY REFERENCE None. EXPLANATORY NOTE ECD Automotive Design, Inc (the “Company,” “ECD,” “we,” “us,” or “our), formerly known as EF Hutton Acquisition Corporation I(“EFHAC”) (the Company) is filing this Amendment No. 1 (this “Amendment”) to its Annual Report on Form 10-K for the year endedDecember 31, 2023, as filed with the Securities and Exchange Commission (the “SEC”) on May 3, 2024 (the “Original Form 10-K”)to restate our consolidated financial statements, including the notes thereto, for the fiscal years ended December 31, 2023 and 2022, toinclude the Report of Independent Registered Public Accounting Firm prepared by Barton CPA PLLC (“Barton”), and to make certainother changes as described herein. Restatement Background Barton was engaged by the Audit Committee of our Board of Directors (the “Audit Committee”) to be the our independent registeredpublic accounting firm as a result of the SEC’s order on May 3, 2024 suspending our prior independent registered public accountingfirm, BF Borgers CPA PC, from appearing and practicing as an accountant before the SEC. The Audit Committee engaged Barton tore-audit our financial statements for the two fiscal years ended December 31, 2023 included in the Original Form 10-K (the“Previously Issued Financial Statements”). In