エドガーで原本を確認する
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
August 19, 2025
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 | (Commission File Number) | (I.R.S. Employer | ||
| of incorporation) | 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 August 19, 2025, ECD Automotive Design, Inc. (the “Company”) issued a press release announcing that the Company plans to hold a conference call to discuss the Company’s Second Quarter 2025 financial results on Thursday, August 21, 2025 (the “August 19th Release”). A copy of the August 19th Release is attached hereto as Exhibit 99.1.
On August 21, 2025, ECD Automotive Design, Inc. (the “Company”) issued a press release announcing the Company’s financial results for the Second Quarter 2025 (the “August 21st Release”). A copy of the August 21st Release is attached hereto as Exhibit 99.1.
The information in this Item 7.01, including Exhibits 99.1 and 99.2, 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 Exhibits 99.1 and 99.2.
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.
(c) 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 August 19, 2025 | |
| 99.2** | Press Release dated August 21, 2025 | |
| 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: August 25, 2025 | ||
| ECD AUTOMOTIVE DESIGN, INC. | ||
| By: | /s/ Victoria Hay | |
| Name: | Victoria Hay | |
| Title: | Chief Financial Officer | |
Exhibit 99.1
ECD Automotive Design to Host Second Quarter 2025 Financial Results
Conference Call on Thursday, August 21, 2025
KISSIMMEE, Fla., August 19, 2025 -- ECD Automotive Design, Inc. (NASDAQ: ECDA) (“ECD” or the “Company”), the world’s largest Land Rover and Jaguar restoration company known for its custom luxury builds, including bespoke Defenders, Range Rovers, Jaguar E-Types, Ford Mustangs and Toyota FJs, plans to review its operating and financial results for its second quarter ended June 30, 2025 on Thursday, August 21, 2025 at 8:30 a.m. E.T.
ECD CEO & Co-Founder, Scott Wallace and Chief Financial Officer, Victoria Hay will host the conference call.
To access the call, please use the following information:
Second Quarter 2025 Earnings Conference Call
Date: Thursday, August 21, 2025.
Time: 8:30 a.m. Eastern Time (5:30 a.m. Pacific Time)
Webcast Link: 2Q 2025 Webcast Link
Dial-in: 877-407-4018
International Dial-in: 201-689-8471
Conference ID: 13755516
The Company will also provide a link at https://ecdautodesign.com/ecd-investors/. Please call the conference telephone number 5-10 minutes prior to the start time.
A telephonic replay of the conference call will also be available through September 4, 2025.
Toll-free replay number: 844-512-2921
International replay number: 412-317-6671
Replay passcode: 13755516
About ECD Auto Design
ECD, a public company trading under ECDA on the Nasdaq, is a creator of restored luxury vehicles that combines classic English beauty with modern performance. Currently, ECD restores Land Rover Defenders, Land Rover Series IIA, the Range Rover Classic, the Jaguar E-Type and we have recently added Ford Mustang and Toyota FJ. Historically, each vehicle produced by ECD was 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 102 staff with 67 talented craftsmen and technicians, who hold a combined 66 ASE and three 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.
Contact:
investorrelations@ecdautodesign.com
Exhibit 99.2
ECD Automotive Design Reports Second Quarter 2025 Financial Results;
Record Quarterly Revenue of $7M and Expansion of Product Offering with Legendary Mustang
Retail Experiences Deepen Customer Engagement and Brand Connection; $500M Equity Facility Supports Bitcoin Treasury and Growth Strategy; Victoria Hay Appointed as Chief Financial Officer
KISSIMMEE, Fla., August 21, 2025 -- ECD Automotive Design, Inc. (NASDAQ: ECDA), the (“ECD” or the “Company”), the world’s largest Land Rover and Jaguar restoration company known for its custom luxury builds, including bespoke Defenders, Range Rovers, Jaguar E-Types, Ford Mustangs and Toyota FJs, announced today its financial results for the second quarter ended June 30, 2025.
Financial results and comparisons are based on re-stated numbers for 2023 and the first half of 2024.
Second Quarter Highlights
| ● | Revenues were a record $7.0 million in the second quarter of 2025, compared to $6.5 million in the same year-ago quarter; driven by an increase in build revenue. |
| ● | Gross profit was $1.4 million in the second quarter of 2025, compared to $2.1 million in the same year-ago quarter; primarily reflecting the impact of an evolving tariff environment. |
| ● | Net loss was $4.3 million in the second quarter of 2025, compared to a net loss of $2.0 million in same year-ago quarter, the incremental loss was primarily driven by reduction in margin and increase in G&A and interest expense. |
| ● | Delivered the first Mustang build in partnership with Roush Performance; ECD’s Mustang program will offer made-to-order builds across 1965–1970 model years. |
| ● | Signed $500 million facility intended for the strategic accumulation of Bitcoin to serve as the Company’s primary reserve asset and for the funding of growth and corporate purposes. |
| ● | Successful seasonal pop-up retail locations in Nantucket and West Palm Beach provided immersive luxury experiences and foundation for stand-alone retail expansion. |
Recent Business Highlights
| ● | Victoria Hay appointed as Chief Financial Officer effective August 15, 2025. |
| o | Mrs. Hay brings growth-stage public company experience as CFO and senior finance leader. |
| o | Mrs. Hay and her firm Flexible Consulting, were engaged by ECD as advisors in March 2025 and have since played a key role in enhancing the Company’s accounting and internal controls. |
| o | Ben Piggot will remain with ECD in a new role, Director of Corporate Development, and will lead strategic initiatives including mergers and acquisitions, investor engagement, and the Company’s evolving capital markets and Bitcoin treasury strategy. |
Management Commentary
Speaking on the results for the quarter, Scott Wallace, CEO & Co-Founder of ECD, stated, “As the only U.S. based producer of one-of-one classic luxury restomods within a scaled manufacturing line, ECD remains uniquely positioned in the current market environment. Our second quarter performance demonstrated this advantage, delivering record revenue of $7.0 million on the strength of bespoke demand and our manufacturing efficiencies. While gross profit of $1.4 million declined year-over-year due to tariff impacts, we remain confident in the long-term strength of our business model.
“During the quarter, we delivered the first Mustang build under our new program with Roush Performance, which expands our product portfolio beyond Land Rover and Jaguar restorations into a new high-growth category of American muscle. We have seen strong early demand and industry recognition, with our Mustang winning Best of Class at the Route 66 Road Fest in Tulsa. With our West Palm Beach and Nantucket pop-up shops now live, we’re seeing meaningful contributions to our order backlog and ready-now sales. These locations serve as high-touch engagement hubs for the ECD brand, deepening customer connections and accelerating the conversion of inventory into cash. The success of these seasonal locations serves as a proof-of-concept for future standalone brick-and-mortar retail, reinforcing our ability to bring the ECD experience directly to high-net-worth communities.
“In addition, we advanced initiatives to strengthen our financial foundation. We recently announced a series of cost structure and inventory optimization measures designed to enhance efficiency and improve working capital, while also securing a $500 million equity facility to support both our Bitcoin treasury strategy and broader growth objectives. Effective last week, Victoria Hay has joined as CFO, bringing public company experience and a proven track record at growth-stage businesses including Nasdaq-listed Nauticus Robotics. Her expertise coupled with disciplined operational execution and a focus on high-margin customization, keep us on track to fill our factory and deliver sustainable growth.”
Second Quarter 2025 Financial Results
Revenue: ECD reported second quarter revenue of $7.0 million compared to $6.5 million for the prior year.
Gross Profit: ECD reported second quarter profit of $1.4 million compared to $2.1 million for the prior year.
Operating expenses: Total expenses during the second quarter were $4.0 million, a $1.4 million increase from the prior-year period.
Operating loss: Operating loss reported during the second quarter was $2.6 million, a $2.1 million increase from the prior-year period.
Net loss: Net loss reported during the second quarter was $4.3 million, a $2.3 million increase from the prior-year period.
Non-GAAP Adjusted EBITDA: Adjusted EBITDA, reported during the second quarter was negative $1.5 million, a $1.5 million decrease from the prior-year period.
Earnings Call and Webcast
Management will host the conference call.
Date: Thursday, August 21, 2025
Time: 8:30 AM Eastern Time (5:30 PM Pacific Time)
U.S. dial-in number: 877-407-4018
International number: 201-689-8471
Webcast: 2Q 2025 Webcast Link
The Company will also provide a link at https://ecdautodesign.com/ecd-investors/. Please call the conference telephone number 5-10 minutes prior to the start time.
A telephonic replay of the conference call will also be available through September 4, 2025.
Toll-free replay number: 844-512-2921
International replay number: 412-317-6671
Replay passcode: 13755516
About ECD Auto Design
ECD, a public company trading under ECDA on the Nasdaq, is a creator of restored luxury vehicles that combines classic English beauty with modern performance. Currently, ECD restores Land Rover Defenders, Land Rover Series IIA, the Range Rover Classic, the Jaguar E-Type and we have recently added Ford Mustang and Toyota FJ. Historically, each vehicle produced by ECD was 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 102 staff with 67 talented craftsmen and technicians, who hold a combined 66 ASE and three 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 Non-GAAP Financial Measures
The Company believes that EBITDA (earnings before interest, taxes, depreciation and amortization) is useful to investors because it is commonly used to evaluate companies on the basis of operating performance and leverage.
EBITDA is not intended to represent cash flows for the periods presented, nor have they been presented as an alternative to operating income or as an indicator of operating performance and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). In accordance with SEC Regulation G, the non-GAAP measurements in this press release have been reconciled to the nearest GAAP measurement, which can be viewed under the heading “Reconciliation of Net Income (loss) from Operations to EBITDA” in the financial tables included in this press release.
Cautionary Note Regarding Forward-Looking Statements
This press release includes express or implied statements that are not historical facts and are considered forward-looking within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act. Forward-looking statements involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or our future financial or operating performance and may contain projections of our future results of operations or of our financial information or state other forward-looking information. In some cases, you can identify forward-looking statements by the following words: “may,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue,” “ongoing,” “attempting,” or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words. The forward-looking statements in this press release are only predictions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. Forward-looking statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. You should carefully consider the risks and uncertainties that affect our business, including those described in our filings with the Securities and Exchange Commission (“SEC”), including under the caption “Risk Factors” in our Annual Report on Form 10-K filed for the year ended December 31, 2024 with the SEC, which can be obtained on the SEC website at www.sec.gov. These forward-looking statements speak only as of the date of this communication. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements, whether as a result of any new information, future events or otherwise. You are advised, however, to consult any further disclosures we make on related subjects in our public announcements and filings with the SEC.
Investor Relations
investorrelations@ecdautodesign.com
ECD AUTOMOTIVE DESIGN, INC
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
| June 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | 605,305 | $ | 1,476,850 | ||||
| Accounts receivable, net | 606,355 | 45,022 | ||||||
| Inventories | 7,918,552 | 11,181,806 | ||||||
| Prepaid and other current assets | 211,141 | 239,864 | ||||||
| Total current assets | 9,341,353 | 12,943,542 | ||||||
| Goodwill | 1,291,098 | 1,291,098 | ||||||
| Property and equipment, net | 437,257 | 483,878 | ||||||
| Intangible asset, net | 7,500 | 12,000 | ||||||
| Right-of-use assets | 3,218,074 | 3,404,983 | ||||||
| Deposit | 60,200 | 60,200 | ||||||
| TOTAL ASSETS | $ | 14,355,482 | $ | 18,195,701 | ||||
| LIABILITIES, REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | 1,966,179 | $ | 2,494,664 | ||||
| Accrued expenses | 1,704,981 | 1,686,598 | ||||||
| Deferred revenue | 8,969,670 | 11,802,825 | ||||||
| Lease liability, current | 354,576 | 353,612 | ||||||
| Floor plan payable | 498,320 | 1,212,000 | ||||||
| Other payables | 885,326 | 1,364,222 | ||||||
| Notes payable | 1,762,699 | - | ||||||
| Total current liabilities | 16,141,749 | 18,913,921 | ||||||
| Lease liability, non-current | 3,199,502 | 3,373,571 | ||||||
| Convertible notes, net of debt discount | 18,142,482 | 14,085,932 | ||||||
| Warrant liabilities, at fair value | 589 | 486,559 | ||||||
| Conversion option, at fair value | 1,219 | 313,191 | ||||||
| Total liabilities | 37,485,542 | 37,173,174 | ||||||
| Commitments and contingencies (Note 14) | - | - | ||||||
| Series A preferred stock, $0.0001 par value, 20,000,000 authorized shares; 15,000 and 6,500 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively | 2 | 1 | ||||||
| Stockholders’ deficit: | ||||||||
| Series B preferred stock, $.0001 par value, 4,000 authorized; 0 issued shares and 0 outstanding as of June 30, 2025 and December 31, 2024, respectively | - | - | ||||||
| Series C preferred stock, $0.0001 par value, 200,000 authorized shares; 2,550 and 0 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively | - | - | ||||||
| Common stock, $0.0001 par value, 1,000,000,000 authorized shares; 47,582,259 shares and 36,499,662 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively | 4,758 | 3,650 | ||||||
| Additional paid-in capital | 5,445,078 | 2,576,498 | ||||||
| Other comprehensive income | (8,361 | ) | (6,696 | ) | ||||
| Accumulated deficit | (28,571,537 | ) | (21,550,926 | ) | ||||
| Total Stockholders’ Deficit | (23,130,062 | ) | (18,977,474 | ) | ||||
| TOTAL LIABILITIES, REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT | $ | 14,355,482 | $ | 18,195,701 | ||||
ECD AUTOMATIVE DESIGN, INC.
Unaudited Condensed Consolidated Statements of Operations
| Three Months Ended June 30, |
Six Months Ended June 30, |
|||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Revenue, net | $ | 7,015,892 | $ | 6,454,418 | $ | 13,437,263 | $ | 13,444,164 | ||||||||
| Cost of goods sold (exclusive of depreciation) expense shown below) | 5,627,448 | 4,399,575 | 10,284,247 | 9,863,688 | ||||||||||||
| Gross profit | 1,388,444 | 2,054,843 | 3,153,016 | 3,580,476 | ||||||||||||
| Operating expenses: | ||||||||||||||||
| Advertising and marketing expenses | 281,503 | 284,572 | 572,382 | 627,981 | ||||||||||||
| General and administrative expenses | 3,674,493 | 2,269,299 | 7,068,038 | 4,412,849 | ||||||||||||
| Provision for credit losses | 20,213 | - | 29,508 | - | ||||||||||||
| Depreciation and amortization expenses | 25,757 | 32,347 | 51,121 | 75,099 | ||||||||||||
| Total operating expenses | 4,001,965 | 2,586,218 | 7,721,045 | 5,115,929 | ||||||||||||
| Loss from operations | (2,613,521 | ) | (531,375 | ) | (4,568,029 | ) | (1,535,453 | ) | ||||||||
| Other income (expense) | ||||||||||||||||
| Interest expense | (2,105,348 | ) | (1,306,524 | ) | (3,962,327 | ) | (2,442,824 | ) | ||||||||
| Change in fair value of warrant liabilities | 42,744 | (286,684 | ) | 519,327 | (45,045 | ) | ||||||||||
| Change in fair value of conversion option liabilities | 88,510 | (176,194 | ) | 360,989 | (236,859 | ) | ||||||||||
| Gain on conversion of debt to preferred stock | 433,881 | - | 433,881 | - | ||||||||||||
| Foreign exchange loss | (15,338 | ) | (5,816 | ) | (8,829 | ) | (10,520 | ) | ||||||||
| Resale commissions income | 16,680 | - | 61,600 | 85,100 | ||||||||||||
| Other income (expense), net | (117,902 | ) | 267,386 | (257,223 | ) | 225,812 | ||||||||||
| Total other expense, net | (1,656,773 | ) | (1,507,832 | ) | (2,852,582 | ) | (2,831,336 | ) | ||||||||
| Loss before income taxes | (4,270,294 | ) | (2,039,207 | ) | (7,420,611 | ) | (4,366,789 | ) | ||||||||
| Income tax benefit (expense) | - | 9,712 | 400,000 | (522,568 | ) | |||||||||||
| Net loss | $ | (4,270,294 | ) | $ | (2,029,495 | ) | $ | (7,420,611 | ) | $ | (4,889,357 | ) | ||||
| Net loss per common share, basic and diluted | $ | (0.11 | ) | $ | (0.06 | ) | $ | (0.19 | ) | $ | (0.15 | ) | ||||
| Weighted average number of common shares outstanding, basic and diluted | 37,222,427 | 31,976,585 | 36,309,363 | 31,898,151 | ||||||||||||
ECD AUTOMOTIVE DESIGN, INC
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
| Six Months Ended June 30, |
||||||||
| 2025 | 2024 | |||||||
| Cash flows from operating activities: | ||||||||
| Net (loss) income | $ | (7,020,611 | ) | $ | (4,889,357 | ) | ||
| Adjustments to reconcile net income to net cash provided by (used in) operating activities | ||||||||
| Depreciation and amortization expense | 51,121 | 75,099 | ||||||
| Gain on FV conversion of debt to preferred stock | (433,881 | ) | - | |||||
| Change in fair value of warrant liabilities | (519,327 | ) | 452,045 | |||||
| Change in fair value of conversion option liabilities | (360,989 | ) | 236,860 | |||||
| Noncash lease expense | 186,909 | 176,682 | ||||||
| Income tax (benefit) expense | (400,000 | ) | - | |||||
| Amortization of debt discount | 1,123,162 | 868,616 | ||||||
| Share-based compensation | 1,948,094 | 256,959 | ||||||
| Provision for credit losses | 29,508 | (8,033 | ) | |||||
| Paid in kind interest | 2,007,292 | - | ||||||
| Inventory write off | 353,377 | - | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | (590,840 | ) | (61,062 | ) | ||||
| Inventories | 2,909,877 | 371,298 | ||||||
| Prepaid and other current assets | 28,723 | (371,462 | ) | |||||
| Deposit | - | 17,486 | ||||||
| Deferred tax asset | - | 515,444 | ||||||
| Accounts payable | (528,485 | ) | 203,802 | |||||
| Accrued expenses | 58,220 | 1,056,933 | ||||||
| Deferred revenue | (2,833,155 | ) | (3,070,627 | ) | ||||
| Other payable | (78,896 | ) | 538,468 | |||||
| Deferred tax liability | - | 7,124 | ||||||
| Lease liability | (173,105 | ) | (153,776 | ) | ||||
| Net cash used in operating activities | (4,243,007 | ) | (3,777,501 | ) | ||||
| Cash flows from investing activities: | ||||||||
| Disposal of asset | - | 6,718 | ||||||
| Purchase of assets | - | (23,764 | ) | |||||
| Net cash used in investing activities | - | (17,046 | ) | |||||
| Cash flows from financing activities: | ||||||||
| Repayment of floor plan payable | (1,271,138 | ) | (356,000 | ) | ||||
| Proceeds from floor plan payable | 557,458 | 1,677,000 | ||||||
| Proceeds from convertible note | 2,548,060 | - | ||||||
| Proceeds from note payable | 3,399,300 | - | ||||||
| Debt issuance costs | (346,267 | ) | - | |||||
| Repayment of note payable | (1,514,286 | ) | - | |||||
| Net cash provided by financing activities | 3,373,127 | 1,321,000 | ||||||
| Effect of translation changes on cash | (1,665 | ) | - | |||||
| Net (decrease) increase in cash and cash equivalents | (871,545 | ) | (2,473,547 | ) | ||||
| Cash and cash equivalents, beginning of year | 1,476,850 | 8,134,211 | ||||||
| Cash and cash equivalents, end of year | $ | 605,305 | $ | 5,660,664 | ||||
ECD AUTOMOTIVE DESIGN, INC
ADJUSTED EBITDA (Non GAAP)
| Three Months Ended June 30, |
Six Months Ended June 30, |
|||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Net (loss) income | $ | (4,270,294 | ) | $ | (2,029,495 | ) | $ | (7,020,611 | ) | $ | (4,889,357 | ) | ||||
| Excluding: | ||||||||||||||||
| Interest expense | 2,105,348 | 1,306,524 | 3,962,327 | 2,422,824 | ||||||||||||
| Income tax (benefit) expense | - | (9,712 | ) | (400,000 | ) | 522,568 | ||||||||||
| Equity compensation expense | 1,064,630 | 117,500 | 1,540,180 | 117,500 | ||||||||||||
| Non-recurring professional fees | - | 408,936 | - | 408,936 | ||||||||||||
| Gain on FV conversion of debt to preferred stock | (433,881 | ) | - | (433,881 | ) | - | ||||||||||
| Other (income) expense, net | 117,902 | (267,386 | ) | 257,223 | (225,812 | ) | ||||||||||
| Change in FV of warrant liabilities | (42,744 | ) | 286,684 | (519,327 | ) | 452,045 | ||||||||||
| Change in FV of conversion option liabilities | (88,510 | ) | 176,194 | (360,989 | ) | 236,859 | ||||||||||
| Foreign exchange loss | 15,338 | 5,816 | 8,829 | 10,520 | ||||||||||||
| Depreciation | 25,757 | 32,347 | 51,121 | 75,099 | ||||||||||||
| Adjusted EBITDA | $ | (1,506,454 | ) | $ | 27,408 | $ | (2,915,128 | ) | $ | (848,818 | ) | |||||