M&A - ECD Automotive Design, Inc.

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Form Type: 10-K

Filing Date: 2025-04-15

Corporate Action: Merger

Type: Update

Accession Number: 000121390025032218

Filing Summary: ECD Automotive Design, Inc., which completed a Business Combination with Humble Imports Inc. on December 12, 2023, is an award-winning custom-car builder focusing on classic motor vehicles. In the 2024 fiscal year, ECD generated total revenue of $25.1 million, up from $19.5 million in 2023, although it incurred a net loss of $10.8 million in 2024. The company targets high net worth individuals and emphasizes a luxury customization experience. ECD has made significant strides in building its UK logistics through ECD UK, enabling better control over sourcing and operations. Looking forward, ECD aims to enhance its revenue capacity to between $70 million and $80 million annually once a third production line is fully operational. The company is positioned in a competitive market that values product quality, extensive customization options, and outstanding customer service.

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Additional details:

Fiscal Year Ended: 2024-12-31


Last Reported Trade Date: 2024-06-30


Total Market Value Non Affiliates: 9003636


Total Shares Outstanding: 35385662


Net Loss 2024: 10800000


Net Loss 2023: 1200000


Gross Margin 2024: 23.4


Total Revenue 2024: 25100000


Total Revenue 2023: 19500000


Contracted Projects Pipeline: 67


Pre Merger Name: EF Hutton Acquisition Corporation I


Merger Date: 2023-12-12


Form Type: SCHEDULE 13D/A

Filing Date: 2025-02-14

Corporate Action: Merger

Type: Update

Accession Number: 000121390025014544

Filing Summary: On December 12, 2023, ECD Automotive Design, Inc. completed a business combination as detailed in the merger agreement dated March 3, 2023, and amended on October 14, 2023. This merger involved the company formerly known as EF Hutton Acquisition Corporation I and entities including Humble Imports Inc and ECD Auto Design UK, Ltd. In this transaction, The Thomas A. Humble Revocable Trust received 5,280,000 shares of the company's common stock in exchange for the same number of shares it owned in Humble. Thomas Ashley Humble, a reporting person, serves as Chief Experience Officer and a board member; thus, influencing corporate actions. The reporting persons intend to review their investment strategy continuously and may acquire or dispose of shares in the future based on various market and company conditions.

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Additional details:

Common Stock Owned: 5280000


Business Address: Unit 107 - 4930 Industrial Lane, Kissimmee, FL 34758


Voting Dispositive Power: Thomas Ashley Humble has power over the shares owned by the trust.


Previously Owned Common Stock: 5280000


Trust Name: The Thomas A. Humble Revocable Trust, Dated June 27, 2018


Reporting Persons: Thomas Ashley Humble and The Thomas A. Humble Revocable Trust


Form Type: SCHEDULE 13D/A

Filing Date: 2025-02-14

Corporate Action: Merger

Type: Update

Accession Number: 000121390025014545

Filing Summary: On December 12, 2023, ECD Automotive Design, Inc., formerly known as EF Hutton Acquisition Corporation I, completed a business combination as outlined in a merger agreement dated March 3, 2023, and amended on October 14, 2023. This merger included Humble Imports Inc, ECD Auto Design UK, Ltd., and a wholly-owned subsidiary of ECD Automotive Design. The Emily J. Humble Revocable Trust received 12,240,000 shares of ECD Automotive Design’s common stock in exchange for the same number of shares previously held in Humble. The shares held by the Reporting Persons were thus acquired through this merger process. Emily Jayne Humble is a Chief Product Officer and a board member, affecting the company's corporate governance and potential future actions regarding investments. The Reporting Persons may take various actions relative to their investment contingent on several market conditions and company performance factors. There are currently no significant plans for changes to corporate structure or business operations following the merger, aside from investment-related considerations.

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Additional details:

Reporting Persons: Emily Jayne Humble


Reporting Persons: The Emily J. Humble Revocable Trust, Dated June 27, 2018


Business Address: Unit 107 - 4930 Industrial Lane, Kissimmee, FL 34758


Common Stock Received: 12240000


Common Stock Held: 12240000


Voting Power: Yes


Dispositive Power: Yes


Country Of Citizenship: United Kingdom


Trust Type: Florida trust


Form Type: 8-K

Filing Date: 2025-01-14

Corporate Action: Merger

Type: Update

Accession Number: 000121390025003462

Filing Summary: On January 8, 2025, ECD Automotive Design, Inc. reported the completion of a business combination as outlined in a merger agreement signed on March 3, 2023. The merger encompassed ECD Automotive Design, Inc. (previously EF Hutton Acquisition Corporation I) and Humble Imports Inc. The company issued a total of 25,100,000 shares of common stock and 39,000 shares of Series A Convertible Preferred Stock in connection with the merger. Furthermore, a cash payment of $2,000,000 was disbursed to former security holders of Humble. Prior to the merger's closure on December 12, 2023, a debt financing agreement was finalized resulting in a loan of $15,819,209 from an institutional investor. The company is categorized as an emerging growth company and recently entered a securities purchase agreement on January 8, 2025, to waive pre-existing defaults, securing an additional loan of $1,724,100.

Document Link: View Document

Additional details:

Security Type: Common Stock


Trading Symbol: ECDA


Exchange: The Nasdaq Stock Market LLC


Security Type: Warrants


Trading Symbol: ECDAW


Exchange: The Nasdaq Stock Market LLC


Loan Amount: $15,819,209


Cash Payment: $2,000,000


Shares Issued Common: 25,100,000


Shares Issued Preferred: 39,000


Commitment Shares: 500,000


Warrant Shares: 398,364


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