ECD Automotive (ECDA) holders disclose full common stake and 9.99% cap

Rhea-AI Filing Summary

ECD Automotive Design, Inc. received an initial Form 3 from a group of investment entities and individuals collectively described as the Reporting Persons. The filing shows indirect holdings through Defender SPV LLC in common stock, warrants, Series A and Series C preferred stock, and senior secured convertible notes.

The Reporting Persons state they currently beneficially own all outstanding shares of common stock. Many derivative securities are convertible into common stock at a conversion price of $0.009 per share, while certain warrants have exercise prices of $900 and $2,300 per share.

All derivative securities are subject to a 9.99% beneficial ownership limitation, which prevents conversion or exercise if it would result in beneficial ownership above 9.99% of ECD Automotive’s outstanding common stock after giving effect to the transaction. The Reporting Persons disclaim beneficial ownership beyond any pecuniary interest.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

ATW Partners Opportunities Management, LLC

(Last) (First) (Middle)

1 PENNSYLVANIA PLAZA,

SUITE 4810

(Street)

NEW YORK NEW YORK 10119

(City) (State) (Zip)

UNITED STATES

(Country)

2. Date of Event Requiring Statement (Month/Day/Year)
03/11/2026

3. Issuer Name and Ticker or Trading Symbol
ECD Automotive Design, Inc. [ ECDA ]

3a. Foreign Trading Symbol

5. If Amendment, Date of Original Filed (Month/Day/Year)

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.0001 per share	207,008,547	I(1)(2)	See Footnote(1)(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Common Stock Warrant	12/12/2023(3)	10/10/2030	Common Stock	1,091,525	$2,300	I(1)(2)	See Footnote(1)(2)
Common Stock Warrant	08/09/2024(3)	08/09/2031	Common Stock	79,763	$2,300	I(1)(2)	See Footnote(1)(2)
Common Stock Warrant	01/13/2025(3)	01/13/2032	Common Sock	398,364	$2,300	I(1)(2)	See Footnote(1)(2)
Series A Preferred Stock Warrant	12/12/2023(3)	10/10/2026	Preferred Stock	15,819	$900	I(1)(2)	See Footnote(1)(2)
Senior Secured Convertible Note	12/12/2023(3)	12/12/2026(4)	Common Stock	589,916,454(6)	$0.009(6)	I(1)(2)	See Footnote(1)(2)
Senior Secured Convertible Note	01/13/2025(3)	12/12/2026(4)	Common Stock	233,319,632(6)	$0.009(6)	I(1)(2)	See Footnote(1)(2)
Senior Secured Convertible Note	06/05/2025(3)	12/12/2026(4)	Common Stock	102,724,276(6)	$0.009(6)	I(1)(2)	See Footnote(1)(2)
Senior Secured Convertible Note	07/07/2025(3)	12/12/2026(4)	Common Stock	100,953,587(6)	$0.009(6)	I(1)(2)	See Footnote(1)(2)
Series C Preferred Stock	08/13/2025(3)	(5)	Common Stock	123,307,436(6)	$0.009(6)	I(1)(2)	See Footnote(1)(2)
Series C Preferred Stock	10/27/2025(3)	(5)	Common Stock	123,307,436(6)	$0.009(6)	I(1)(2)	See Footnote(1)(2)
Series C Preferred Stock	06/20/2025(3)	(5)	Common Stock	283,018,868(6)	$0.009(6)	I(1)(2)	See Footnote(1)(2)
Series C Preferred Stock	07/07/2025(3)	(5)	Common Stock	554,938,957(6)	$0.009(6)	I(1)(2)	See Footnote(1)(2)
Series C Preferred Stock	08/07/2025(3)	(5)	Common Stock	604,927,858(6)	$0.009(6)	I(1)(2)	See Footnote(1)(2)
Senior Secured Convertible Note	02/12/2026(3)	12/12/2026(4)	Common Stock	35,604,329(6)	$0.009(6)	I(1)(2)	See Footnote(1)(2)
Senior Secured Convertible Note	02/26/2026(3)	12/12/2026(4)	Common Stock	12,193,272(6)	$0.009(6)	I(1)(2)	See Footnote(1)(2)
Senior Secured Convertible Note	03/10/2026(3)	12/12/2026(4)	Common Stock	15,241,579(6)	$0.009(6)	I(1)(2)	See Footnote(1)(2)
Senior Secured Convertible Note	03/12/2026(3)	12/12/2026(4)	Common Stock	295,645,949(6)	$0.009(6)	I(1)(2)	See Footnote(1)(2)

1. Name and Address of Reporting Person^*

ATW Partners Opportunities Management, LLC

(Last) (First) (Middle)

1 PENNSYLVANIA PLAZA,

SUITE 4810

(Street)

NEW YORK NEW YORK 10119

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

ATW OPPORTUNITIES MASTER FUND II LP

(Last) (First) (Middle)

1 PENNSYLVANIA PLAZA, SUITE 4810

(Street)

NEW YORK NEW YORK 10119

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Defender SPV LLC

(Last) (First) (Middle)

1 PENNSYLVANIA PLAZA, SUITE 4810

(Street)

NEW YORK NEW YORK 10119

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Ruiz-Gimenez Antonio

(Last) (First) (Middle)

1 PENNSYLVANIA PLAZA, SUITE 4810

(Street)

NEW YORK NEW YORK 10119

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

PROPPER KERRY

(Last) (First) (Middle)

1 PENNSYLVANIA PLAZA, SUITE 4810

(Street)

NEW YORK NEW YORK 10119

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. The Common Stock, Series A Preferred Stock Warrants, Senior Secured Convertible Notes, Series C Preferred Stock, and Common Stock Warrants of ECD Automotive Design, Inc. (the "Issuer") reported herein are held by Defender SPV LLC (the "Holding Company"). ATW Opportunities Master Fund II, LP (the "Fund") wholly owns the Holding Company. ATW Partners Opportunities Management, LLC (the "Manager") serves as the investment manager to the Fund. Antonio Ruiz-Gimenez and Kerry Propper are the control persons of the Manager (all of the foregoing, collectively, the "Reporting Persons," and each a "Reporting Person"). By virtue of these relationships, the Reporting Persons may be deemed to have shared voting and dispositive power with respect to the securities owned directly by the Holding Company.

2. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each Reporting Person disclaims beneficial ownership of these securities, except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that any such Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.

3. The Reporting Persons currently beneficially own all outstanding shares of Common Stock of the Issuer. The derivative securities reported herein are subject to a 9.99% beneficial ownership limitation, which prohibits conversion or exercise to the extent that, after giving effect thereto, the Reporting Persons, together with its affiliates, would beneficially own more than 9.99% of the Issuer's outstanding Common Stock.

4. Represents the maturity date.

5. The reported security does not have a stated expiration or maturity date and is exercisable in perpetuity in accordance with its terms.

6. The conversion price of the reported security is variable and is determined in accordance with the terms of the instrument at the time of conversion. The conversion price presented herein reflects the price that would be applicable as of the date of the event requiring this statement and is based on current information and reasonable assumptions and may differ from the actual conversion price at the time of conversion, as applicable. Accordingly, the number of shares reported herein has been calculated based on such conversion price and reflects the number of shares that would be issuable upon conversion, if any.

	ATW Partners Opportunities Management, LLC By: /s/ Kerry Propper, a Managing Member	03/23/2026
	ATW Opportunities Master Fund II, L.P. By: /s/ Kerry Propper, a Managing Member of its General Partner	03/23/2026
	Defender SPV LLC By: /s/ Kerry Propper, a Managing Member of its Manager	03/23/2026
	Kerry Propper By: /s/ Kerry Propper, individually	03/23/2026
	Antonio Ruiz-Gimenez By: /s/ Antonio Ruiz-Gimenez, individually	03/23/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 3: SEC 1473 (03-26)

FAQ

What does the ECDA Form 3 filing by ATW-related entities disclose?

The Form 3 for ECD Automotive Design (ECDA) discloses that several ATW-related entities and individuals indirectly hold common stock, warrants, preferred stock, and convertible notes through Defender SPV LLC. It establishes their status as significant beneficial owners of the company’s equity and derivative securities.

Who are the Reporting Persons in the ECD Automotive Design (ECDA) Form 3?

The Form 3 lists Defender SPV LLC, ATW Opportunities Master Fund II LP, ATW Partners Opportunities Management, LLC, and individuals Antonio Ruiz-Gimenez and Kerry Propper as Reporting Persons. They may be deemed to share voting and dispositive power over securities held by Defender SPV LLC.

What securities tied to ECDA common stock are reported in this Form 3?

The filing reports common stock, common stock warrants, Series A Preferred Stock warrants, Series C Preferred Stock, and senior secured convertible notes. Many of these instruments are convertible or exercisable into ECDA common stock, generally at a stated conversion or exercise price per share.

What is the 9.99% beneficial ownership limitation mentioned for ECDA?

The Form 3 states that the derivative securities are subject to a 9.99% beneficial ownership limitation. This cap prohibits conversion or exercise if, after the transaction, the Reporting Persons and their affiliates would beneficially own more than 9.99% of ECD Automotive’s outstanding common stock.

Do the Reporting Persons claim full beneficial ownership of ECDA securities?

The Reporting Persons indicate they currently beneficially own all outstanding ECDA common stock but disclaim beneficial ownership of the reported securities beyond their pecuniary interest. This language is standard for investment managers and related entities filing under Section 16 of the Exchange Act.

What are the key conversion or exercise prices in the ECDA Form 3?

The Form 3 shows senior secured convertible notes and Series C Preferred Stock convertible into common stock at $0.009 per share. It also reports common stock and Series A Preferred Stock warrants with higher exercise prices of $2,300 and $900 per share, respectively.