ECD Automotive Design Inc美股招股说明书(2025-11-04版)

Secondary Offering of300,761,352 Shares of Common Stock 6,438 Shares of Common Stock Underlying the Private Warrants Primary Offering of287,500 Shares of Common Stock Underlying the Public Warrants This prospectus relates to the offer and resale from time to time, upon the expiration of lock-up agreements, if applicable, bythe Selling Securityholders named in this prospectus (including their permitted transferees, donees, pledgees and other successors-in-interest) (collectively, the “Selling Securityholders”) of up to an aggregate of 300,761,352 shares of common stock, $0.0001 par valueper share (the “Company Common Stock” or “Common Stock”), based on an assumed selling price of common stock is $3.93 pershare, which was the closing price on September 24 2025, as adjusted to reflect the reverse stock split of 1-for-40 of its issued andoutstanding Common Stock effective on September 18, 2025 (“Reverse Stock Split”). The Common Stock being offered for resaleconsists of: (i) 70,006 shares of Company Common Stock (the “Founder Shares”) that were sold to certain of the SellingSecurityholders at a price of approximately $3.60 per share, prior to the September 8, 2022 initial public offering of the Company (the“IPO”) prior to the Business Combination (as defined below); (ii) up to 6,438 shares of Company Common Stock that were sold tocertain of the Selling Securityholders as part of the private units sold at a price of $400.00 per unit in the private placement offeringthat occurred simultaneously with the IPO; (iii) up to 808 shares of Common Stock issued in connection with the BusinessCombination as a result of the conversion of the 6,438 rights that were sold to certain of the Selling Securityholders as part of theprivate units sold at a price of $400.00 per unit, in the private placement offering that occurred simultaneously with the IPO; (iv)18,750 shares of Common Stock (the “Fee Shares”) issued to EF Hutton LLC in lieu of the cash deferred fee owed to it ofapproximately $4,025,000 from the IPO; (v) 625 shares of Common Stock sold to Benjamin Piggott in a private placement at a priceof $400.00 per share; (vi) 43,750 shares issued to the David W Miller II Revocable Living Trust U/A/D June 13, 2023, David W MillerII Trustee pursuant to an asset sale agreement and consulting agreement; (vii) 18,125 shares issued to Member Hubs Palm Beach, LLCpursuant to the terms of a lease; (viii) 4,000 shares issued to Raymond Cole pursuant to the terms of his employment agreement; (ix)2,500 shares issued to Benjamin Piggott pursuant to the terms of his employment agreement; (x) 2,325 shares issued to MatthewBorden pursuant to the terms of a consulting agreement; (xi) 9,650 shares issued to Hudson Global Ventures LLC pursuant to twoconsulting agreements; (xii) 25,000 shares sold to Theodore Duncan in a private placement at a price of $40.00 per share on August 8,2025; and 2,500 shares underlying warrants sold to Theodore Duncan in such private placement; (xiii) up to 300,000,000 shares ofCommon Stock to be issued and sold pursuant to that certain equity purchase facility agreement (“EPFA”) dated as of June 20, 2025by and between the Company and ECDA Bitcoin Treasury, LLC, an unrelated third party accredited investor (the “EPFA Investor”)(xiv) 2,500 shares issued to the EPFA Investor as a commitment fee; (xv) 1,250 shares issued to Thomas Wood as non-executivedirector compensation; (xvi) 1,250 shares issued to Patrick Lavelle as non-executive director compensation, (xvii) 1,250 shares issuedto Robert Machinist as non-executive director compensation, (xviii) 625 issued to Benjamin Piggott as non-executive directorcompensation, (xix) up to 6,438 shares of Common Stock underlying the 6,438 redeemable warrants sold to certain of the SellingSecurityholders as part of the private units sold at a price of $400.00 per unit in the private placement offering that occurredsimultaneously with the IPO (the “Private Warrants”), and (xx) 550,000 shares of Common Stock underlying the 550,000 Warrantswith an exercise price of $0.01 per share issued to Loeb & Loeb LLP to acquire 550,000 shares of Common Stock pursuant to theterms of a written agreement. This prospectus also relates to the primary offering of up to 287,500 shares of Common Stock underlying the 287,500redeemable warrants contained in the units sold in the IPO at a price of $400.00 per unit (the “Public Warrants” and, together with thePrivate Warrants, the “Warrants”). The exercise price of the Warrants is $460.00 per share, as adjusted to reflect the Reverse StockSplit. The Nasdaq closing price of the Public Warrants on September 24, 2025 was $0.02 per warrant. On December 12, 2023, ECD Automotive Design, Inc., formerly known as EF Hutton Acquisition Corporation I (“EFHT”),completed the business combination (the “Business Combination”) contemplated by the merger agreement, dated as of March 3, 2023(the “Merger Agreement”) by and among EFHT, Humble Imports Inc, d/b/a ECD Auto D