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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
February 15, 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) |
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(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 |
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☐ |
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 |
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Trading Symbol(s) |
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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 February 15, 2024, ECD Automotive
Design, Inc. (the “Company”) issued a press release announcing the first delivery of Company vehicles to Poland, Spain and
the Caribbean Islands (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: February 15, 2024 |
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ECD AUTOMOTIVE DESIGN, INC. |
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By: |
/s/ Raymond Cole |
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Name: |
Raymond Cole |
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Title: |
Chief Financial Officer |
Exhibit 99.1
ECD Auto Design Delivers First Trucks to Poland,
Spain, and Caribbean Islands, Expanding Customer Base Internationally
Organic Geographic Expansion Demonstrates Global
Interest in Bespoke Classic Restomods
Kissimmee, FL – February 15, 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 announced that it has delivered
its first personalized Land Rovers to customers in Poland, Spain and the Caribbean. The first sales to customers in these expansion markets
demonstrates the strong and growing interest globally for ECD’s ‘one-of-one’, fully-customized classic Land Rover and
Jaguar vehicles from passionate auto enthusiasts around the world.
“These orders come from organic interest,”
commented Scott Wallace, ECD’s Chief Executive Officer. “Our growing client base, expanding brand presence, and robust demand
for restomod versions of these classic vehicles is driving consumer interest from affluent customers around the world. ECD continues to
earn media coverage and expand its social media presence, such as the more than 350,000 monthly impressions on Pinterest and strong interest
on other social media platforms, increasingly making our customized vehicles a global brand for affluent clientele. This organic demand
enables us to fully utilize our manufacturing capacity without incurring expensive customer acquisition or marketing expenses. As demand
grows, we plan to expand manufacturing capacity to leverage our industry-leading manufacturing capabilities to meet the global demand.”
| · | The first sale in Poland was for a Defender 110
featuring a 6.2-liter, 430-hp, Chevrolet LS3 V-8 engine and a six-speed automatic transmission. |
| · | The first sale in Spain was for a Defender 90
with a Chevrolet LS3+ V-8 engine perched on 18-inch Kahn 1983 Satin Black wheels and BFG All-Terrain tires. |
| · | The first sale in the Caribbean was for a Defender
110 featuring an upgraded Chevrolet LS3+ 565 horsepower V-8 engine. |
Based on growing demand in Europe and the Middle East,
ECD plans to expand its modest marketing campaigns to target trade press in the United Arab Emirates, one of the more affluent countries
in the world.
“Growing demand from the United States and other
affluent countries enables us to maximize our manufacturing capacity, driving expanded operating margins,” concluded Wallace.
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 does not presently know, or that ECD currently believes 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 definitive proxy statement/prospectus ECD filed on November 13, 2023, 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, 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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