ECD Automotive Design, Inc. Files S-1 Registration Statement

TL;DR

<b>ECD Automotive Design, Inc. has filed an S-1 registration statement, signaling potential public offering activities.</b>

AI Summary

ECD Automotive Design, Inc. (ECDA) filed a IPO Registration (S-1) with the SEC on January 18, 2024. ECD Automotive Design, Inc. filed an S-1 registration statement with the SEC on January 18, 2024. The company is incorporated in Delaware and its primary SIC code is 3711 (MOTOR VEHICLES & PASSENGER CAR BODIES). The principal executive offices are located at 4390 Industrial Lane, Kissimmee, Florida 34758. Raymond Cole is listed as the Chief Financial Officer. The filing indicates ECD Automotive Design, Inc. is a smaller reporting company and a non-accelerated filer.

Why It Matters

For investors and stakeholders tracking ECD Automotive Design, Inc., this filing contains several important signals. This S-1 filing is a prerequisite for a company to offer its securities to the public, indicating ECD Automotive Design's intention to raise capital or provide liquidity through an IPO or other public sale. As a smaller reporting company and non-accelerated filer, ECD Automotive Design may have less stringent disclosure requirements compared to larger, more established public companies, but its S-1 filing provides initial insights into its business and financial structure.

Risk Assessment

Risk Level: low — ECD Automotive Design, Inc. shows low risk based on this filing. The filing is an S-1 registration statement, which is a preliminary step for a public offering and does not contain detailed financial performance data or operational results that would indicate immediate risk.

Analyst Insight

Monitor for subsequent filings (e.g., S-1/A, prospectus) to understand the specifics of any proposed public offering, including the number of shares, pricing, and use of proceeds.

Key Numbers

• 333-276576 — SEC File Number (Registration Statement)
• 3711 — SIC Code (Motor Vehicles & Passenger Car Bodies)
• 0001922858 — Central Index Key (Filer Identification)
• 2024-01-18 — Filing Date (S-1 Registration Statement)

Key Players & Entities

• ECD Automotive Design, Inc. (company) — Registrant
• 0001213900-24-004256 (filing_id) — Accession Number
• 20240118 (date) — Filing Date
• 333-276576 (filing_id) — SEC File Number
• 3711 (industry_code) — Standard Industrial Classification
• Raymond Cole (person) — Chief Financial Officer
• Loeb & Loeb LLP (company) — Legal Counsel
• Mitchell S. Nussbaum (person) — Legal Counsel

Forward-Looking Statements

• ECD Automotive Design, Inc. will successfully complete its public offering. (ECD Automotive Design, Inc.) — medium confidence, target: 2024-12-31

FAQ

Risk Factors

• Registration Statement Filing [low — regulatory]: The filing of an S-1 registration statement is a preliminary step required before a company can offer its securities to the public, indicating potential future capital raising activities.

Industry Context

ECD Automotive Design, Inc. operates within the automotive industry, specifically focusing on vehicle design and modification. The S-1 filing suggests the company is preparing for a public market debut.

Regulatory Implications

The S-1 filing is governed by the Securities Act of 1933, which requires companies to provide detailed information about their business, financial condition, and the securities being offered to potential investors.

What Investors Should Do

1. Review the full S-1 filing for detailed business descriptions and risk factors.
2. Track future SEC filings for updates on the public offering process.
3. Research the automotive design and customization market for competitive context.

Key Dates

• 2024-01-18: S-1 Filing — Registration statement filed with the SEC, indicating intent for public offering.

Year-Over-Year Comparison

This is the initial S-1 filing for ECD Automotive Design, Inc., providing foundational information for a potential public offering.

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
• $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
• $10.00 — of the Lender at a conversion price of $10.00 per share, subject to a one-time downwa
• $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 connectio
• $1.10 — e closing price of our Common Stock was $1.10 and the closing price of our Warrants w
• $0.03 — d the closing price of our Warrants was $0.03. We are an "emerging growth company" a
• $11.50 — of Common Stock at an exercise price of $11.50 per share. iii CAUTIONARY NOTE REGAR

Filing Documents

• ea191222-s1_ecdauto.htm (S-1) — 2639KB
• ea191222ex23-1_ecdauto.htm (EX-23.1) — 2KB
• ea191222ex23-2_ecdauto.htm (EX-23.2) — 2KB
• ea191222ex-fee_ecdauto.htm (EX-FILING FEES) — 23KB
• image_001.jpg (GRAPHIC) — 16KB
• image_002.jpg (GRAPHIC) — 10KB
• image_003.jpg (GRAPHIC) — 6KB
• image_004.jpg (GRAPHIC) — 5KB
• image_005.jpg (GRAPHIC) — 5KB
• image_006.jpg (GRAPHIC) — 5KB
• image_007.jpg (GRAPHIC) — 6KB
• image_008.jpg (GRAPHIC) — 3KB
• image_009.jpg (GRAPHIC) — 33KB
• ex23-2_001.jpg (GRAPHIC) — 2KB
• 0001213900-24-004256.txt (&nbsp;) — 7988KB
• 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) — 463KB
• efht-20230930_pre.xml (EX-101.PRE) — 281KB
• ea191222-s1_ecdauto_htm.xml (XML) — 694KB

USE OF PROCEEDS

USE OF PROCEEDS 23 MARKET INFORMATION FOR COMMON STOCK AND DIVIDEND POLICY 24 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION 25 NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION 31

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF ECD

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF ECD 35 DESCRIPTION OF ECD'S BUSINESS 51 DIRECTORS AND EXECUTIVE OFFICERS 68

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 75 PRINCIPAL STOCKHOLDERS 7 8 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 7 9

DESCRIPTION OF CAPITAL STOCK

DESCRIPTION OF CAPITAL STOCK 84 MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES 86 SELLING STOCKHOLDERS 91 PLAN OF DISTRIBUTION 94 EXPERTS 96 LEGAL MATTERS 96 WHERE YOU CAN FIND MORE INFORMATION 96 INDEX TO FINANCIAL STATEMENTS F-1 i ABOUT THIS PROSPECTUS This prospectus is part of a registration statement that we filed with the SEC using a "shelf" registration process. By using a shelf registration statement, the Selling Stockholders may sell up to 54,678,451 shares of Common Stock and up to 257,500 Warrants from time to time in one or more offerings as described in this prospectus. We will not receive any proceeds from the sale of Common Stock by the Selling Stockholders. This prospectus also relates to the issuance by up to 11,757,500 shares of Common Stock upon the exercise of Warrants and the conversion of Convertible Note. We will receive the proceeds from any exercise of the Warrants for cash. We may also file a prospectus supplement or post-effective amendment to the registration statement of which this prospectus forms a part that may contain material information relating to these offerings. The prospectus supplement or post-effective amendment, as the case may be, may add, update or change information contained in this prospectus with respect to such offering. If there is any inconsistency between the information in this prospectus and the applicable prospectus supplement or post-effective amendment, you should rely on the prospectus supplement or post-effective amendment, as applicable. Before purchasing any of the Common Stock, you should carefully read this prospectus and any prospectus supplement and/or post-effective amendment, as applicable, together with the additional information described under " Where You Can Find More Information ." Neither we nor the Selling Stockholders have authorized anyone to provide you with any information or to make any representations other than those contained in this prospectus and a

View Full Filing

View this S-1 filing on SEC EDGAR