ECD Automotive Design, Inc. Files Amendment No. 2 to S-1 Registration Statement

TL;DR

<b>ECD Automotive Design, Inc. has filed an amendment to its S-1 registration statement, indicating progress towards a public offering.</b>

AI Summary

ECD Automotive Design, Inc. (ECDA) filed a Amended IPO Registration (S-1/A) with the SEC on March 12, 2024. ECD Automotive Design, Inc. filed Amendment No. 2 to its Form S-1 registration statement on March 12, 2024. The filing is in relation to a proposed public sale of securities. The company is incorporated in Delaware and its fiscal year ends on December 31. The principal executive offices are located at 4390 Industrial Lane, Kissimmee, Florida 34758. Raymond Cole is listed as the Chief Financial Officer.

Why It Matters

For investors and stakeholders tracking ECD Automotive Design, Inc., this filing contains several important signals. This amendment signifies ongoing efforts by ECD Automotive Design to become a publicly traded company, which could provide access to capital for expansion and operations. The S-1 filing is a crucial step in the IPO process, detailing the company's business, financial condition, and risks to potential investors.

Risk Assessment

Risk Level: medium — ECD Automotive Design, Inc. shows moderate risk based on this filing. The company is undergoing the S-1 registration process, which is a complex and lengthy procedure with inherent risks of delays or failure to complete the offering, as evidenced by the filing of an amendment (Amendment No. 2) indicating ongoing adjustments.

Analyst Insight

Monitor future filings for updates on the registration process and potential offering details, as this indicates the company is actively pursuing public market access.

Key Numbers

• 333-276576 — SEC File Number (Registration number for the S-1 filing)
• 20240312 — Filing Date (Date the amendment was filed)
• Amendment No. 2 — Amendment Number (Indicates this is the second amendment to the filing)
• 1231 — Fiscal Year End (Company's fiscal year end date)

Key Players & Entities

• ECD Automotive Design, Inc. (company) — Registrant name
• Raymond Cole (person) — Chief Financial Officer
• Loeb & Loeb LLP (company) — Legal counsel
• 333-276576 (registration_number) — SEC registration number
• 20240312 (date) — Filing date
• Delaware (jurisdiction) — State of incorporation
• Kissimmee, Florida (location) — Principal executive offices location
• 4390 Industrial Lane (address) — Principal executive offices address

FAQ

Industry Context

ECD Automotive Design operates in the automotive sector, focusing on custom vehicle design and manufacturing. The S-1 filing is a standard document for companies seeking to go public.

Regulatory Implications

The filing is made under the Securities Act of 1933, which governs the registration of securities offered to the public in the United States.

What Investors Should Do

1. Review the full S-1/A filing for detailed business descriptions, financial information, and risk factors.
2. Track subsequent amendments or the final prospectus for updates on the offering size, price, and effective date.
3. Analyze the company's competitive landscape and market position as described in the filing.

Key Dates

• 2024-03-12: Filing of Amendment No. 2 to Form S-1 — Indicates ongoing progress and adjustments in the registration process for a public offering.

Year-Over-Year Comparison

This is an amendment (No. 2) to a previously filed S-1 registration statement, indicating revisions or additions to the initial disclosure.

Key Financial Figures

• $0.0001 — e of 54,678,451 shares of common stock, $0.0001 par value per share (the "Company Commo
• $15,819,219 — ertible Note in the principal amount of $15,819,219 (the "Convertible Note"); (ii) 2,875,00
• $0.09 — rityholders at a price of approximately $0.09 per share prior to the September 8, 202
• $10.00 — of the private units sold at a price of $10.00 per unit in the private placement offer
• $4,025,000 — erred fee owed to them of approximately $4,025,000 from the IPO and (vi) 25,000 shares of
• $0.89 — ted sales price of our Common Stock was $0.89 and the exercise price per share of the
• $11.50 — cise price per share of the Warrants is $11.50. The exercise price of the Warrants is
• $2,000,000 — y Preferred Stock and a cash payment of $2,000,000 pro rata to the former security holders
• $15,819,209 — ertible note in the principal amount of $15,819,209. The Amendment was previously reported
• $6.00 — ed average price, subject to a floor of $6.00. The conversion price is subject to a d
• $10 — uity in the future at a price less than $10.00, except for equity issued in connect
• $13,700,000, b — proceeds under the Note in an amount of $13,700,000, before payment of expenses. In connecti
• $0.03 — d the closing price of our Warrants was $0.03. The Common Stock being registered fo

Filing Documents

• ea0201301-s1a2_ecdauto.htm (S-1/A) — 2761KB
• ea0201301ex5-1_ecdauto.htm (EX-5.1) — 16KB
• ea0201301ex10-15_ecdauto.htm (EX-10.15) — 62KB
• ea0201301ex10-16_ecdauto.htm (EX-10.16) — 6KB
• ea0201301ex23-1_ecdauto.htm (EX-23.1) — 2KB
• ea0201301ex23-2_ecdauto.htm (EX-23.2) — 2KB
• image_001.jpg (GRAPHIC) — 39KB
• image_002.jpg (GRAPHIC) — 29KB
• image_003.jpg (GRAPHIC) — 15KB
• image_004.jpg (GRAPHIC) — 13KB
• image_005.jpg (GRAPHIC) — 13KB
• image_006.jpg (GRAPHIC) — 13KB
• image_007.jpg (GRAPHIC) — 14KB
• image_008.jpg (GRAPHIC) — 7KB
• image_009.jpg (GRAPHIC) — 95KB
• ex5-1_001.jpg (GRAPHIC) — 3KB
• ex5-1_002.jpg (GRAPHIC) — 2KB
• ex10-16_001.jpg (GRAPHIC) — 1083KB
• ex10-16_002.jpg (GRAPHIC) — 1185KB
• ex10-16_003.jpg (GRAPHIC) — 1335KB
• ex10-16_004.jpg (GRAPHIC) — 1254KB
• ex10-16_005.jpg (GRAPHIC) — 1008KB
• ex10-16_006.jpg (GRAPHIC) — 446KB
• ex10-16_007.jpg (GRAPHIC) — 751KB
• ex10-16_008.jpg (GRAPHIC) — 514KB
• ex23-2_001.jpg (GRAPHIC) — 2KB
• 0001213900-24-021827.txt (&nbsp;) — 19057KB
• efht-20230930.xsd (EX-101.SCH) — 60KB
• efht-20230930_cal.xml (EX-101.CAL) — 29KB
• efht-20230930_def.xml (EX-101.DEF) — 280KB
• efht-20230930_lab.xml (EX-101.LAB) — 464KB
• efht-20230930_pre.xml (EX-101.PRE) — 281KB
• ea0201301-s1a2_ecdauto_htm.xml (XML) — 713KB

From the Filing

As filed with the U.S. Securities and Exchange Commission on March 12, 2024 Registration No. 333-276576 UNITED SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A ( Amendment No. 2 ) REGISTRATION UNDER THE SECURITIES ACT OF 1933 ECD Automotive Design, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 3711 86-2559175 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification No.) 4390 Industrial Lane Kissimmee, Florida 34758 Tel: (407) 483-4825 (Address, Including Raymond Cole Chief Financial Officer 4390 Industrial Lane Kissimmee, Florida 34758 Tel: (407) 483-4825 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service) Copies to: Mitchell S. Nussbaum David J. Levine James A. Prestiano Loeb & Loeb LLP 345 Park Avenue New York, NY 10154 Telephone: (212) 407-4000 Approximate date of commencement of proposed sale to public: From time to time after the effective date hereof. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an 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 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 for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the SEC, acting pursuant to Section 8(a) of the Securities Act, may determine. The information contained in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. PRELIMINARY PROSPECTUS DATED MARCH 12, 2024 ECD Automotive Design, Inc. Secondary Offering of 54,678,451 Shares of Common Stock, 257,500 Private Warrants, and 257,500 Shares of Common Stock Underlying the Private Warrants Primary Offering of 11,500,000 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, by: (a) the Selling Securityholders named in this prospectus (including their permitted transferees, donees, pledgees and other successors-in-interest) (collectively, the "Selling Securityholders") (A) up to an aggregate of 54,678,451 shares of common stock, $0.0001 par value per share (the "Company Common Stock" or "Common Stock"), consisting of (i) 50,738,764 shares of ECD Automotive Design, Inc. (the "Company" or "ECD") Common Stock issuable upon conversion of the Senior Secured Convertible Note in the principal amount of $15,819,219 (the "Convertible Note"); (ii) 2,875,000 shares of Company Common Stock (the "Founder Shares") that were sold to certain of the Selling Securityholders at a price of approximately $0.09 per share prior to the September 8, 2022 initial public offering of the Company (the "IPO") prior to the Business Combination (as defined below); (iii) up to 257,500 shares of Company Common Stock that were sold to certain of the Selling Securityholders as p

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View this S-1/A filing on SEC EDGAR