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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
January 11, 2024
Date of Report (Date of earliest event reported)
ECD AUTOMOTIVE DESIGN, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware |
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001-41497 |
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86-2559175 |
(State or other jurisdiction |
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(Commission File Number) |
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(I.R.S. Employer |
of incorporation) |
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Identification No.) |
4390 Industrial Lane
Kissimmee, Florida |
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34758 |
(Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: (407) 483-4825
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ |
Written communications pursuant to Rule 425 under the Securities Act |
|
|
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
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☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
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☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities registered pursuant to Section 12(b)
of the Act:
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
Common Stock |
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ECDA |
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The Nasdaq Stock Market LLC |
Warrants |
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ECDAW |
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The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities
Exchange Act of 1934 (17 CFR §240.12b-2).
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 13(a) of the Exchange Act.
Item 7.01 Regulation FD Disclosure
On January 11, 2024, ECD Automotive
Design, Inc. (the “Company”) issued a press release providing guidance on the Company’s expected revenue and expected
gross margins for the year ending December 31, 2024 (the “Release”). A copy of the Release is attached hereto as Exhibit 99.1.
The information in this Item
7.01, including Exhibit 99.1, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act,
or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of the
Company under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filings. This Report will
not be deemed an admission as to the materiality of any information of the information contained in this Item 7.01, including Exhibit
99.1.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
The
following exhibits are filed as part of, or incorporated by reference into, this Report.
* |
Filed herewith. |
** |
Furnished herewith. |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: January 11, 2024 |
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ECD AUTOMOTIVE DESIGN, INC. |
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By: |
/s/ Raymond Cole |
|
Name: |
Raymond Cole |
|
Title: |
Chief Financial Officer |
2
Exhibit 99.1
ECD AUTO DESIGN EXPECTS ORGANIC REVENUE GROWTH
OF
OVER 50% IN 2024 WITH CONTINUED GAAP PROFITABILITY
ECD’s Core Land Rover Production Line is 100% Sold Out for 2024.
Our combined production with the New E-Type Jaguar, and New Model on the South Line is Sold to Over 80% of 2024 Production
Kissimmee, FL – January 11, 2024 – ECD Automotive Design
Inc. (“ECD” or the “Company”) (NASDAQ ECDA), an industry leader in delivering restored, modified and electrified
Land Rover Defenders, Jaguars, and other classic and collectible automobiles, today provided its financial outlook for 2024.
| ● | Expected 2024 revenue of $33 million, representing more than
50% organic growth over anticipated 2023 revenue of $22 million |
| ● | Expected 2024 gross margins of at least 38%, up from anticipated
2023 gross margins of approximately 35%, as a result of the continued trend toward customization and the introduction of the Jaguar E-Type |
| ● | Expected continued profitability on a GAAP basis for fiscal
year 2024, and generation of positive cash from operations |
“We had a strong finish to 2023 and enter 2024 from a position
of strength and with accelerating momentum,” commented Scott Wallace, ECD’s co-founder and Chief Executive Officer. “Our
core Defender North production line is sold out for 2024, and when combined with our new E-Type and yet-to-be-announced new model product
on the South production line, ECD has already sold over 80% of its total 2024 production capacity. We are realizing growing demand for
our trucks and sports cars with incremental contribution from new lines of business we plan to launch this quarter. Simultaneously, we
are working to add an additional manufacturing line to our Rover Dome facility in Kissimmee, Florida, leveraging our existing resources
and positioning ourselves for sustained growth well into the future.”
Wallace concluded, “We have big plans to lead the emerging restomod
industry. We are pursuing incremental growth opportunities to add new vehicle models to our line-up, and with a public listing, strategically
exploring accretive consolidation opportunities within the highly fragmented ecosystem that surrounds the luxury classic auto market.
This strategy will be executed using the same return on invested capital framework that has been the key to our success since inception
10 years ago.”
About ECD Auto Design
ECD is a creator of restored luxury vehicles that combines classic
English beauty with modern performance. Currently, ECD restores Land Rovers Defenders, Land Rover Series IIA, the Range Rover Classic
and the Jaguar E-Type. Each vehicle produced by ECD is fully bespoke, a one-off that is designed by the client through an immersive luxury
design experience and hand-built from the ground up in 2,200 hours by master-certified Automotive Service Excellence (“ASE”)
craftsmen. The Company was founded in 2013 by three British “gear heads” whose passion for classic vehicles is
the driving force behind exceptionally high standards for quality, custom luxury vehicles. ECD’s global headquarters, known as the “Rover Dome,” is
a 100,000-square-foot facility located in Kissimmee, Florida that is home to 80 talented craftsmen and technicians, who hold a combined
61 ASE and five master level certifications. ECD has an affiliated logistics center in the U.K. where its seven employees work to source
and transport 25-year-old work vehicles back to the U.S. for restoration. For more information, visit www.ecdautodesign.com.
Forward-Looking Statements
This press release includes “forward-looking statements”
within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995.
Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,”
“continue,” “anticipate,” “intend,” “expect,” “should,” “would,”
“plan,” “future,” “outlook,” and similar expressions that predict or indicate future events or trends
or that are not statements of historical matters, but the absence of these words does not mean that a statement is not forward-looking.
These forward-looking statements include, but are not limited to, statements regarding estimates and forecasts of other performance metrics
and projections of market opportunity. These statements are based on various assumptions, whether or not identified in this communication
and on the current expectations of ECD’s management and are not predictions of actual performance. These forward-looking statements
are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee,
an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible
to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of ECD. Some important factors
that could cause actual results to differ materially from those in any forward-looking statements could include changes in domestic and
foreign business, market, financial, political and legal conditions.
If any of these risks materialize or our assumptions prove incorrect,
actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that
ECD do not presently know, or that ECD currently believe are immaterial that could also cause actual results to differ from those contained
in the forward-looking statements. In addition, forward-looking statements reflect ECD’s current expectations, plans and forecasts
of future events and views as of the date hereof. Nothing in this communication should be regarded as a representation by any person that
the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements
will be achieved. You should not place undue reliance on forward-looking statements in this communication, which speak only as of the
date they are made and are qualified in their entirety by reference to the cautionary statements herein and the risk factors of ECD described
in the joint preliminary proxy statement and a preliminary prospectus contained in the Form S-4 registration statement that ECD filed
with the SEC, including those under “Risk Factors” therein. ECD anticipates that subsequent events and developments will cause
its assessments to change. However, while ECD may elect to update these forward-looking statements at some point in the future, ECD specifically
disclaims any obligation to do so, except as required by law. These forward-looking statements should not be relied upon as representing
ECD’s assessments as of any date subsequent to the date of this communication. Accordingly, undue reliance should not be placed
upon the forward-looking statements.
Contacts:
ECD Automotive Design
Scott Wallace, Chairman and CEO
investorrelations@ecdautodesign.com
FNK IR
Rob Fink or Matt Chesler, CFA
ecda@fnkir.com
646-809-4048 / 646-809-2183
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