Form 8-K - Current report

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

October 8, 2024

Date of Report (Date of earliest event reported)

ECD AUTOMOTIVE DESIGN, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware		001-41497		86-2559175
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

4390 Industrial Lane

Kissimmee, Florida

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

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

☐	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	ECDA	The Nasdaq Stock Market LLC
Warrants	ECDAW	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 October 8, 2024, ECD Automotive Design, Inc. (the “Company”) issued a press release announcing that the Company has launched a new retail strategy to own and operate brick and mortar showrooms to market and sell ECD’s vehicles. 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.

Cautionary Note Regarding Forward-Looking Statements

This Current Report on Form 8-K includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. 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 ECD’s Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on May 3, 2024, 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.

Item 9.01. Financial Statements and Exhibits.

The following exhibits are filed as part of, or incorporated by reference into, this Report.

No.		Description of Exhibit
99.1**		Press Release dated October 8, 2024
104*		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

*	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: October 9, 2024

	ECD AUTOMOTIVE DESIGN, INC.

	By:	/s/ Benjamin Piggott
	Name:	Benjamin Piggott
	Title:	Chief Financial Officer

Exhibit 99.1

ECD Automotive Design Launches Retail Strategy and Site Selection Process

Kissimmee, FL – October 8, 2024 - ECD Automotive Design, Inc. (Nasdaq: ECDA) (“ECD” or the “Company”), an industry leader in building and selling restored, modified and electrified Land Rover Defenders, Jaguar E-Types, Ford Mustangs, and Toyota FJs announced today it has embarked upon a new retail strategy to own and operate brick and mortar showrooms to market and sell ECD’s vehicles. In support of the strategy, ECD has signed an agreement with Site Selection Group, of Dallas, Texas, to research and identify real estate locations to effectuate ECD’s retail showroom concept.

Artist rendering of future ECD retail showroom.

Site Selection Group has been tasked with finding the best location for ECD to launch its retail showroom strategy. Since ECD’s founding in 2013, the company has generated over $100 million of revenue by manufacturing over 600 classic, one-of-one restomod vehicles to high-net-worth individuals through online advertising, social media and word-of-mouth referrals. The Company believes there is a significantly larger revenue opportunity for individuals that can see, touch and drive ECD’s one-of-one vehicles.

The Company anticipates three avenues to generate additional revenue at a retail location: (1) a customer signs for a new, custom build and begins the process that allows for over 2 million design choices, (2) a customer purchases an existing ECD new car that is available for immediate delivery and (3) a customer purchases a used ECD vehicle from ECD.

Scott Wallace, Founder and CEO of ECD Auto Design commented, “Since inception, we have relied solely on efficient capital allocation, expert craftsmanship and word-of-mouth referrals to drive interest in our unique products. We have created a growing and successful business without any retail presence. Given feedback from existing customers and engagement from prospective customers, we believe we can drive further growth through targeted retail showrooms and guide customers through the immersive design experience. For those individuals that don’t want to wait through the 12-month build time for a custom car, our retail locations can sell existing ECD builds. Locations will be based on detailed demographic analysis and in areas with high concentrations of ultra-luxury automotive dealers and ultra-high net worth individuals.”

Mr. Wallace continued, “It is estimated that the luxury car ecosystem is a $15 billion market that encompasses manufacturing, lifestyle, financial services, consignment and supply chain. By tapping into this market segment with a personalized approach, we have the potential to elevate and grow the ECD brand to new heights and set even higher standards for exclusivity and elegance in the automotive sector.

“Car enthusiasts are increasingly looking for a trusted partner to build their bespoke vehicle, store their vehicles and provide maintenance throughout the life cycle of their ownership. By reimagining the traditional retail model, we aim to create a truly unique experience that puts the client at the forefront and can capitalize on this growing and passionate customer base.”

About ECD Auto Design

ECD, a public company trading under the symbol ECDA on the Nasdaq Stock Market, 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, the Jaguar E-Type and we have recently added the Ford Mustang and Toyota FJs. 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 90 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.

About Site Selection Group

Site Selection Group was founded in 2006 by industry leaders from large commercial real estate and tax advisory firms. Their goal was to better serve clients without the conflicts of interest, decentralized business model, and pricing constraints typically associated with large service providers. Today, Site Selection Group has become one of the largest, independent providers of global location advisory, economic incentive, and corporate real estate services in the industry. Site Selection Group’s purpose is to deliver conflict-free solutions that enable its clients to make a positive impact in their communities and its mission is to connect its clients to the optimal locations through its integrated service offerings.

Investor Contact:

ECD Automotive Design, Inc.

Brian M. Prenoveau, CFA

MZ Group – MZ North America

ECDA@mzgroup.us

+561 489 5315

SOURCE: ECD Automotive Design, Inc.

Cover	Oct. 08, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 08, 2024
Entity File Number	001-41497
Entity Registrant Name	ECD AUTOMOTIVE DESIGN, INC.
Entity Central Index Key	0001922858
Entity Tax Identification Number	86-2559175
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	4390 Industrial Lane
Entity Address, City or Town	Kissimmee
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	34758
City Area Code	407
Local Phone Number	483-4825
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Common Stock [Member]
Title of 12(b) Security	Common Stock
Trading Symbol	ECDA
Security Exchange Name	NASDAQ
Warrants
Title of 12(b) Security	Warrants
Trading Symbol	ECDAW
Security Exchange Name	NASDAQ