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ECD汽车设计公司美股招股说明书(2026-01-12版)

2026-01-12 美股招股说明书 江边的鸟
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PROSPECTUS SUPPLEMENT(to Prospectus dated November 3, 2025)ECD Automotive Design, Inc. Secondary Offering of300,152,271 Shares of Common Stock 1,288 Shares of Common Stock Underlying the Private Warrants This prospectus supplement amends and supplements certain information contained in the prospectus dated November 3, 2025(the “Prospectus”), which forms a part of our registration statement on Form S-1, as amended (File No. 333-288692). The Prospectusand this prospectus supplement relate to the offer and resale from time to time, upon the expiration of lock-up agreements, ifapplicable, by the Selling Securityholders named in this prospectus (including their permitted transferees, donees, pledgees and othersuccessors-in-interest) (collectively, the “Selling Securityholders”) of up to an aggregate of 300,152,271 shares of common stock,$0.0001 par value per share (the “Company Common Stock” or “Common Stock”), based on an assumed selling price of commonstock is $0.3420 per share, which was the closing price on January 9, 2026, as adjusted to reflect the reverse stock split of 1-for-5 of itsissued and outstanding Common Stock effective on December 26, 2025 (“Reverse Stock Split”). The Common Stock being offered forresale consists of: (i) 14,002 shares of Company Common Stock (the “Founder Shares”) that were sold to certain of the SellingSecurityholders at a price of approximately $18 per share, as adjusted for the 1:40 reverse stock split on September 18, 2025 and the1:5 reverse stock split on December 26, 2026, prior to the September 8, 2022 initial public offering of the Company (the “IPO); (ii) upto 1,288 shares of Company Common Stock that were sold to certain of the Selling Securityholders as part of the private units sold at aprice of $2,000.00 per unit in the private placement offering that occurred simultaneously with the IPO; (iii) up to 162 shares ofCommon Stock issued in connection with the Business Combination as a result of the conversion of the 1,288 rights that were sold tocertain of the Selling Securityholders as part of the private units sold at a price of $2,000.00 per unit, in the private placement offeringthat occurred simultaneously with the IPO; (iv) 3,750 shares of Common Stock (the “Fee Shares”) issued to EF Hutton LLC in lieu ofthe cash deferred fee owed to it of approximately $4,025,000 from the IPO; (v) 125 shares of Common Stock sold to Benjamin Piggottin a private placement at a price of $2,000.00 per share; (vi) 8,605 shares issued to the David W Miller II Revocable Living TrustU/A/D June 13, 2023, David W Miller II Trustee pursuant to an asset sale agreement and consulting agreement; (vii) 3,625 sharesissued to Member Hubs Palm Beach, LLC pursuant to the terms of a lease; (viii) 800 shares issued to Raymond Cole pursuant to the This prospectus also relates to the primary offering of up to 57,500 shares of Common Stock underlying the 11,500,000redeemable warrants contained in the units sold in the IPO at a price of $2,000.00 per unit (the “Public Warrants” and, together withthe Private Warrants, the “Warrants”). The exercise price of the Warrants is $2,300.00 per share, as adjusted to reflect the reverse stocksplits. The Nasdaq closing price of the Public Warrants on January 9, 2026 was $0.01 per warrant. This prospectus supplement is being filed to update and supplement the information in the Prospectus with the informationcontained in our Current Report on Form 8-K, filed with the SEC on December 22, 2025 (the “December Current Report”) and ourCurrent Report on Form 8-K, filed with the SEC on January 2, 2026 (the “January Current Report”). Accordingly, we have attached Our Common Stock and our public warrants are listed on The Nasdaq Capital Market under the symbols “ECDA” and“ECDAW,” respectively. On January 9, 2025, the last reported sales price of our Common Stock was $0.3420 per share and the last This prospectus supplement should be read in conjunction with the Prospectus, including any amendments or supplementsthereto, which is to be delivered with this prospectus supplement. This prospectus supplement is qualified by reference to the Prospectus, including any amendments or supplements thereto, except to the extent that the information in this prospectus supplementupdates and supersedes the information contained therein. This prospectus supplement is not complete without, and may not be delivered or utilized except in connection with, theProspectus, including any amendments or supplements thereto. We are an “emerging growth company” as defined under U.S. federal securities laws and, as such, have elected to comply withreduced public company reporting requirements. The Prospectus complies with the requirements that apply to an issuer that is an Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertaintiesdescribed under the heading“Risk Factors”section of the Prospectus, and under similar headings in any amendme