ECD Automotive Design Inc 2024年度报告

FORM 10-K/A(Amendment No. 1) (Mark One)ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 For the fiscal year ended: December 31, 2023 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 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 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 SecuritiesAct. YesNo Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) ofthe Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrantwas required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YesNo Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to besubmitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period thatthe registrant was required to submit such files). YesNo Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer,a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,”“accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the ExchangeAct. Large accelerated filerNon-accelerated filer If an emerging growth company, indicate by check mark if the registrant has elected not to use the extendedtransition period for complying with any new or revised financial accounting standards provided pursuant to Section13(a) of the Exchange Act. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment ofthe effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act bythe registered public accounting firm that prepared or issued its audit report. If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financialstatements of the registrant included in the filing reflect the correction of an error to previously issued financialstatements. Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis ofincentive-based compensation received by any of the registrant’s executive officers during the relevant recoveryperiod 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). YesNo As of June 30, 2023, based upon the last reported trade on that date, the aggregate market value of the voting andnon-voting common equity held by non-affiliates was $43,784,117. As of February 14, 2025, there were a total of 35,149,663 shares of the registrant’s common stock issued andoutstanding. DOCUMENTS INCORPORATED BY REFERENCE None. EXPLANATORY NOTE ECD Automotive Design, Inc (the “Company,” “ECD,” “we,” “us,” or “our), formerly known as EF HuttonAcquisition Corporation I (“EFHAC”) (the Company) is filing this Amendment No. 1 (this “Amendment”) to itsAnnual Report on Form 10-K for the year ended December 31, 2023, as filed with the Securities and ExchangeCommission (the “SEC”) on May 3, 2024 (the “Original Form 10-K”) to restate our consolidated financialstatements, including the notes thereto, for the fiscal years ended December 31, 2023 and 2022, to include the Report of Independent Registered Public Accounting Firm prepared by Barton CPA PLLC (“Barton”), and to makecertain other changes as described herein. Restatement Background Barton was engaged by the Audit Committee of our Board of Directors (the “Audit Committee”) to be the ourindependent registered public accounting firm as a result of the SEC’s order on May 3, 2024 suspending our priorindependent registered public accounting firm, BF Borgers CPA PC, from appearing and practicing as an accountantbefore the SEC. The Audit Committee engaged Barton to re-audit our financial statements for the two fiscal yearsended December 31, 2023 included in the Original Form 10-K (the “Previously Issued Financial Statements”). Inconnection with Barton’s audit, we identified certain accounting errors relating to the presentation, timing, omissionand classification of a number of items in the Previously Issued Financial Statements. Following discussions withour management and Barton, the Audit Committee determined that our Previous