ECD Automotive Design Inc美股招股说明书(2026-01-12版)

Secondary Offering of300,152,271 Shares of Common Stock 1,288 Shares of Common Stock Underlying the Private Warrants Primary Offering of57,500 Shares of Common Stock Underlying the Public 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 theterms of his employment agreement; (ix) 500 shares issued to Benjamin Piggott pursuant to the terms of his employment agreement;(x) 465 shares issued to Matthew Borden pursuant to the terms of a consulting agreement; (xi) 1,930 shares issued to Hudson GlobalVentures LLC pursuant to two consulting agreements; (xii) 5,000 shares sold to Theodore Duncan in a private placement at a price of$200.00 per share on August 8, 2025; and 500 shares underlying warrants sold to Theodore Duncan in such private placement; (xiii)up to 300,000,000 shares of Common Stock to be issued and sold pursuant to that certain equity purchase facility agreement (“EPFA”)dated as of June 20, 2025 by and between the Company and ECDA Bitcoin Treasury, LLC, an unrelated third party accredited investor(the “EPFA Investor”) (xiv) 500 shares issued to the EPFA Investor as a commitment fee; (xv) 250 shares issued to Thomas Wood asnon-executive director compensation; (xvi) 250 shares issued to Patrick Lavelle as non-executive director compensation, (xvii) 250shares issued to Robert Machinist as non-executive director compensation, (xviii) 125 issued to Benjamin Piggott as non-executivedirector compensation, (xix) up to 1,288 shares of Common Stock underlying the 257,500 redeemable warrants sold to certain of theSelling Securityholders as part of the private units sold at a price of $2,000.00 per unit in the private placement offering that occurredsimultaneously with the IPO (the “Private Warrants”), and (xx) 110,000 shares of Common Stock underlying the 550,000 Warrantswith an exercise price of $0.05 per share issued to Loeb & Loeb LLP to acquire 110,000 shares of Common Stock pursuant to theterms of a written agreement. 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. T