ECDオートモーティブデザインの適時開示・その他

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

November 20, 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 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 November 20, 2025, ECD Automotive Design, Inc. (the “Company”) issued a press release announcing the Company’s financial results for the Third Quarter 2025 (the “November 20th Release”). A copy of the November 20th 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 Exhibits 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, 2024, as amended, 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.

Item 9.01. Financial Statements and Exhibits.

The following exhibit is filed as part of, or incorporated by reference into, this Report.

No.		Description of Exhibit
99.1**		Press Release dated November 20, 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: November 24, 2025

	ECD AUTOMOTIVE DESIGN, INC.

	By:	/s/ Victoria Hay
	Name:	Victoria Hay
	Title:	Chief Financial Officer

EX-99.1 2 ex_892899.htm EXHIBIT 99.1 PRESS RELEASE DATED NOVEMBER 20, 2025 ex_892899.htm

Exhibit 99.1

ECD Automotive Design Reports Third Quarter 2025 Financial Results, Highlighting Product Diversification, Cost Reductions, and Operational Efficiency Initiatives

Product Lineup Now Includes Bespoke Porsche 911 Builds and Modern Defender & INEOS Grenadier Enhancements

KISSIMMEE, Fla., November 20, 2025 -- ECD Automotive Design, Inc. (“ECD” or the “Company”) (NASDAQ: ECDA), 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 third quarter ended September 30, 2025.

Third Quarter Highlights

●

Revenue was $5.8 million in the third quarter of 2025, compared to $6.4 million in the third quarter of 2024

●

Gross loss was $1.7 million in the third quarter of 2025, compared to gross profit of $2.0 million in the third quarter of 2024; primarily reflecting the completion of legacy builds, that are not expected to recur, and elevated tariff-related costs.

●

Net income was $2.2 million in the third quarter of 2025, compared to a net loss of $2.6 million in the third quarter of 2024, reflecting a non-cash gain related to the conversion of debt into preferred stock.

●

Continued execution of the Company’s cost-containment plan to right-size the cost structure and support disciplined growth, more than $1 million in annualized savings expected.

Recent Business Highlights

●

New collaborative line with the Chelsea Truck Company for modern Land Rover Defender and INEOS Grenadier builds enhances utilization of manufacturing resources and broadens the Company’s total addressable market.

●

Award-winning Porsche 911 marks ECD’s entry into the Porsche restoration and customization market through its Boutique Division.

Management Commentary

Speaking on the results for the quarter, Scott Wallace, CEO & Co-Founder of ECD, stated, “During the third quarter, we made significant progress in strengthening ECD’s operational foundation and right-sizing our cost structure to support disciplined, long-term growth. While our financial results reflect the impact of completing legacy builds and tariff-related headwinds, we exited the quarter leaner, more agile, and with a focus on profitability and execution.

“Our ongoing cost-containment efforts, first announced in June, are expected to result in a measurable impact, with more than $1 million in annualized savings coming from headcount and overhead reductions. Importantly, these changes were made thoughtfully, preserving our craftsmanship and production capabilities. We maintained our commitment to build quality and customer experience while ensuring the underlying operations of the business are set up for greater consistency and scalability.

“At the same time, we invested in our future by diversifying our product lineup and strengthening our brand position through innovation. The recently announced collaboration with Chelsea Truck Company expands our addressable market with more affordably priced and tastefully upgraded modern Defender and INEOS Grenadiers broadening our product mix with faster-turn, capital-efficient builds that leverage existing manufacturing capacity. In October, our first Porsche 911 build was completed, representing an exciting new avenue for growth, and was met with immediate validation at its car show debut, taking home Best in Show - European Modified Division at the 2025 Festivals of Speed.

“We believe the groundwork laid in the third quarter of 2025 will translate into improved financial performance and sustained value creation as we close out 2025 and look ahead to 2026”, concluded Mr. Wallace.

Third Quarter 2025 Financial Results

Revenue: ECD reported third quarter revenue of $5.8 million compared to $6.4 million for the prior year.

Gross Profit/Loss: ECD reported third quarter loss of $1.7 million compared to profit of $2.0 million for the prior year. This was primarily driven by a non-recurring labor and consumable release as a result of completing aged builds.

Operating expenses: Total expenses during the third quarter were $3.4 million, a $0.8 million increase from the prior-year period, primarily related to increased legal fees along with a recognition of a lease.

Operating loss: Operating loss reported during the third quarter was $5.0 million, a $4.4 million increase from the prior-year period. Increased loss was driven by reduced gross margin and increases in general and administrative costs.

Net Income: Net income reported during the third quarter was $2.2 million, a $4.8 million increase from the prior-year period loss. This is primarily driven by non-cash fair value adjustments.

Non-GAAP Adjusted EBITDA: Adjusted EBITDA, reported during the third quarter was negative $4.7 million, a $4.2 million increase from the prior-year period.

Earnings Call and Webcast

Management will host the conference call.

Date: Monday, November 24, 2025

Time: 4:30 PM Eastern Time (1:30 PM Pacific Time)

U.S. dial-in number: 877-407-4018

International number: 201-689-8471

Webcast: 3Q 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 December 8, 2025.

Toll-free replay number: 844-512-2921

International replay number: 412-317-6671

Replay passcode: 13757341

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 98 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 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

	September 30,		December 31,
	2025		2024

ASSETS
Current assets:
Cash and cash equivalents	$	157,682	$	1,476,850
Accounts receivable, net		847,559		45,022
Inventories		3,789,194		11,181,806
Prepaid and other current assets		1,847,940		239,864
Total current assets		6,642,375		12,943,542

Goodwill		1,291,098		1,291,098
Property and equipment, net		413,651		483,878
Intangible asset, net		5,250		12,000
Right-of-use assets		4,033,985		3,404,983
Deposit		60,200		60,200
TOTAL ASSETS	$	12,446,559	$	18,195,701

LIABILITIES, REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	2,902,327	$	2,494,664
Accrued expenses		1,333,958		1,686,598
Customer deposits and deferred revenue		6,893,657		11,802,825
Lease liability, current		535,248		1,212,000
Floor plan payable		85,000		353,612
Other payables		899,075		1,364,222
Total current liabilities		12,649,265		18,913,921

Lease liability, non-current		3,856,963		3,373,571
Convertible notes, net of debt discount		9,350,860		14,085,932
Warrant liabilities, at fair value		28,225		486,559
Conversion option, at fair value		17		313,191
Total liabilities		25,885,330		37,173,174

Series A preferred stock, $0.0001 par value, 20,000,000 authorized shares; 375 and 162 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively		2		1

Stockholders’ deficit:
Common stock, $0.0001 par value, 1,000,000,000 authorized shares; 1,539,644 shares and 912,262 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively		154		91
Additional paid-in capital		12,906,451		2,580,057
Other comprehensive income		(6,696)		(6,696)
Accumulated deficit		(26,338,682)		(21,550,926)
Total Stockholders’ Deficit		(13,438,773)		(18,977,474)
TOTAL LIABILITIES, REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT	$	12,446,559	$	18,195,701

ECD AUTOMATIVE DESIGN, INC.

Unaudited Condensed Consolidated Statements of Operations

	Three Months Ended			Nine Months Ended
	September 30,			September 30,
	2025		2024	2025		2024
Revenue, net	$	5,783,182	6,440,049	$	19,220,445	19,884,213
Cost of goods sold (exclusive of depreciation expense shown below)		7,454,187	4,432,509		17,738,434	14,296,197
Gross profit (loss)		(1,671,005)	2,007,540		1,482,011	5,588,016

Operating expenses:
Advertising and marketing expenses		168,925	258,138		741,307	886,119
General and administrative expenses		3,212,259	2,363,570		10,280,293	6,768,386
Provision for credit losses		13,028	-		42,536	8,033
Depreciation and amortization expenses		25,856	27,263		76,977	102,362
Total operating expenses		3,420,068	2,648,971		11,141,113	7,764,900

Loss from operations		(5,091,073)	(641,431)		(9,659,102)	(2,176,884)

Other income (expense)
Interest expense		(3,082,464)	(1,401,829)		(7,044,791)	(3,844,653)
Change in fair value of warrant liabilities		(27,636)	(118,336)		491,691	(570,381)
Change in fair value of conversion option liabilities		1,203	(124,752)		362,192	(361,611)
Gain on conversion of debt to preferred stock		10,479,055	-		10,912,936	-
Gain on forgiveness of payable		-	319,899		-	319,899
Foreign exchange loss		(12,355)	(1,534)		(21,184)	(12,054)
Resale commissions income		39,375	20,000		100,975	105,100
Other income (expense), net		(73,250)	(306,048)		(330,473)	(80,236)
Total other income (expense), net		7,323,928	(1,612,600)		4,471,346	(4,443,936)

Income (loss) before income taxes		2,232,855	(2,254,031)		(5,187,756)	(6,620,820)
Income tax benefit (expense)		-	(315,487)		400,000	(838,055)

Net income (loss)	$	2,232,855	(2,569,518)	$	(4,787,756)	(7,458,875)

Net income (loss) per common share, basic	$	1.56	(3.03)	$	(4.41)	(9.15)
Net income (loss) per common share, diluted	$	0.60	(3.03)	$	(4.41)	(9.15)
Weighted average number of common shares outstanding, basic		1,433,042	847,560		1,084,761	814,917
Weighted average number of common shares outstanding, diluted		5,322,729	847,560		1,084,761	814,917

Net income (loss)	$	2,232,855	(2,569,518)	$	(4,787,756)	(7,458,875)
Foreign currency translation gain (loss)		1,665	482		-	482
Comprehensive income (loss)	$	2,234,520	(2,569,036)	$	(4,787,756)	(7,458,393)

ECD AUTOMOTIVE DESIGN, INC

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

	Nine Months Ended
	September 30,
	2,025		2,024
Cash flows from operating activities:
Net (loss) income	$	(4,787,756)	$	(7,458,875)
Adjustments to reconcile net income to net cash provided by (used in) operating activities
Depreciation and amortization expense		76,977		102,362
Gain on FV conversion of debt to preferred stock		(10,912,936)		-
Change in fair value of warrant liabilities		(491,691)		570,381
Change in fair value of conversion option liabilities		(362,192)		361,611
Gain on forgiveness of payable		-		(319,899)
Noncash lease expense		442,867		266,866
Income tax (benefit) expense		(400,000)		-
Amortization of debt discount		3,008,128		1,460,301
Share-based compensation		2,317,469		294,459
Provision for credit losses		42,536		8,033
Paid in kind interest		3,312,972		-
Inventory write off		353,377		-
Changes in operating assets and liabilities:

Accounts receivable		(845,073)		(25,424)
Inventories		7,039,235		(933,924)
Prepaid and other current assets		(626,562)		(478,803)
Deposit		-		17,486
Deferred tax asset		-		838,055
Accounts payable		1,582,731		1,131,040
Accrued expenses		(311,425)		1,343,424
Deferred revenue		(4,909,168)		(4,162,712)
Other payables		(65,147)		(233,097)
Deferred tax liability		-		-
Lease liability		(406,840)		18,728
Net cash used in operating activities		(5,942,498)		(7,199,988)

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		(1,685,836)		(920,000)
Proceeds from floor plan payable		557,458		1,677,000
Proceeds from convertible note		3,372,020		1,154,681
Proceeds from notes payable		3,399,300		-
Debt issuance costs		(445,227)		(382,212)
Repayment of notes payable		(1,514,286)		-
Proceeds from sale of Series C Convertible Preferred Stock		939,900		-
Issuance of common stock		-		1,145,000
Net cash provided by financing activities		4,623,329		2,674,469

Effect of translation changes on cash		-		482

Net (decrease) increase in cash and cash equivalents		(1,319,169)		(4,542,083)
Cash and cash equivalents, beginning of year		1,476,850		8,134,211
Cash and cash equivalents, end of period	$	157,681	$	3,592,128

ECD AUTOMOTIVE DESIGN, INC

ADJUSTED EBITDA (Non GAAP)

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2025		2024		2025		2024
Net income (loss)	$	2,232,855	$	(2,569,518)	$	(4,787,756)	$	(7,458,875)
Excluding:
Interest expense		3,082,464		1,401,829		7,044,791		3,844,653
Income tax (benefit) expense		-		315,487		(400,000)		838,055
Equity compensation expense		369,375		37,500		1,909,555		294,459
Non-recurring professional fees		-		108,476		-		547,854
Gain on FV conversion of debt to preferred stock		(10,479,055)		-		(10,912,936)		-
Other (income) expense, net		73,250		286,048		330,473		(24,864)
Change in FV of warrant liabilities		27,636		118,336		(491,691)		570,381
Change in FV of conversion option liabilities		(1,203)		124,752		(362,192)		361,611
Gain on forgiveness of payable		-		(319,899)		-		(319,899)
Foreign exchange loss		12,355		1,534		21,184		12,054
Depreciation		25,856		27,263		76,977		102,362
Adjusted EBITDA	$	(4,656,467)	$	(468,192)	$	(7,571,595)	$	(1,232,209)