Amendment: SEC Form SCHEDULE 13D/A filed by ECD Automotive Design Inc.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
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ECD Automotive Design, Inc. (Name of Issuer) |
Common Stock, Par Value 0.0001 Per Share (Title of Class of Securities) |
27877D302 (CUSIP Number) |
ATW Partners Opportunities Management, 1 Pennsylvania Plaza, Suite 4810
New York, NY, 10119
646-975-5542
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
(Date of Event Which Requires Filing of This Statement)

SCHEDULE 13D
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| CUSIP Number(s): | 27877D302 |
| 1 |
Name of reporting person
ATW Partners Opportunities Management, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
![]() | ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
207,008,547.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
| 13 | Percent of class represented by amount in Row (11)
100.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA |
SCHEDULE 13D
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| CUSIP Number(s): | 27877D302 |
| 1 |
Name of reporting person
Defender SPV LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
![]() | ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
207,008,547.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
| 13 | Percent of class represented by amount in Row (11)
100.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP Number(s): | 27877D302 |
| 1 |
Name of reporting person
ATW OPPORTUNITIES MASTER FUND II, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
![]() | ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
207,008,547.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
| 13 | Percent of class represented by amount in Row (11)
100.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
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| CUSIP Number(s): | 27877D302 |
| 1 |
Name of reporting person
Kerry Propper | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
![]() | ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
207,008,547.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
| 13 | Percent of class represented by amount in Row (11)
100.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN, HC |
SCHEDULE 13D
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| CUSIP Number(s): | 27877D302 |
| 1 |
Name of reporting person
Antonio Ruiz-Gimenez | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
![]() | ||||||||
| 6 | Citizenship or place of organization
SPAIN
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
207,008,547.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
| 13 | Percent of class represented by amount in Row (11)
100 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN, HC |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, Par Value 0.0001 Per Share | |
| (b) | Name of Issuer:
ECD Automotive Design, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
4390 Industrial Lane, Kissimmee,
FLORIDA
, 34758. | |
Item 1 Comment:
This Amendment No. 1 (this "Amendment") amends and supplements the Schedule 13D filed by the Reporting Persons (defined herein) on March 12, 2026 (the "Schedule 13D"). The securities to which this Amendment and Schedule 13D relate are shares of common stock, par value US$0.0001 per share (the "Common Stock"), of ECD Automotive Design, Inc. (the "Issuer"). The principal executive offices of the Issuer are located at 4390 Industrial Lane, Kissimmee, Florida 34758.
The Schedule 13D is hereby amended as set forth in this Amendment. Except as set forth herein, the Schedule 13D is unmodified. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 of the Schedule 13D is hereby amended and supplemented as follows: The shares of Common Stock reported herein were acquired in connection with (a) an exchange transaction, effective March 11, 2026, pursuant to which 3,633 Series C Preferred Shares of the Issuer held by ATW Classic Equity LLC, a Delaware limited liability company ("ATW Classic") and a wholly owned holding company of Defender SPV, were exchanged for 207,008,547 shares of the Issuer's Common Stock, reflecting an exchange rate of $0.0176 per share of Common Stock and (b) a subsequent short-form merger of ATW Classic with the Issuer, pursuant to which (i) all Common Stock of the Issuer (other than treasury stock and common stock held by the Reporting Persons) were converted into the right to receive $0.0176 in cash, subject to appraisal rights, to be paid by Defender SPV from funds contributed by the Fund to Defender SPV (the "Merger Consideration"), (ii) the remaining shares of Common Stock of the Issuer were cancelled without any payment therefor and ceased to exist and (iii) the membership interests of ATW Classic held by Defender SPV were converted into 207,008,547 shares of Common Stock and 15,223 shares of Series C Preferred Stock of Issuer. On March 20, 2026, Issuer engaged a paying agent to effect payment of the Merger Consideration. On March 23, 2026, the Issuer issued a Senior Secured Convertible Note (the "Merger Consideration Additional Note") to Defender SPV in the original principal amount of $395,859.66 to fund the Merger Consideration. No additional consideration was paid in connection with the exchange or the conversion of membership interest of ATW Classic into Common Stock and preferred stock of the Issuer. The funds used to acquire the Common Stock and preferred stock were derived from the working capital of the Fund, consisting of capital contributions from its investors. For the sake of clarity, prior to the aforementioned exchange, the Fund contributed the membership interest of ATW Classic to Defender SPV and Defender SPV contributed 18,856 Series C Preferred Shares of the Issuer to ATW Classic. The other Reporting Persons may be deemed to beneficially own the securities reported herein by virtue of their respective relationships. No funds were borrowed by the Reporting Persons to fund the acquisition of the shares of the Issuer's Common Stock, although the Reporting Persons may borrow funds in the future and may pledge any or all of such shares as collateral against such borrowings. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is hereby amended and supplemented as follows: The purpose of the Merger Consideration Additional Note, described in Item 3, was to facilitate the payment and distribution of the Merger Consideration and to provide the Issuer the financing to fund the payment of the Merger Consideration and for working capital. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (c) | Exhibit A hereto sets forth the transactions in Common Stock effected by the Reporting Persons during the past sixty (60) days. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 of the Schedule 13D is hereby amended and supplemented as follows: In connection with matters described in Item 4, the Issuer issued a Senior Secured Convertible Note, included herein as Exhibit B. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit A: Schedule of Transactions; Exhibit B: Senior Secured Convertible Note issued by the Issuer to Defender SPV, dated March 23, 2026; & Exhibit C: Joint Filing Agreement by and among ATW Partners Opportunities Management, LLC, ATW Opportunities Master Fund II, L.P., Defender SPV LLC, Kerry Propper, and Antonio Ruiz-Gimenez, dated March 25, 2026 | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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(a)