ECD Automotive (ECDA) holders disclose full common stake and 9.99% cap
Filing Impact
Filing Sentiment
Form Type
3
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.
Positive
- None.
Negative
- None.
Insider Trade Summary
18 transactions reported
Mixed
18 txns
Insider
ATW Partners Opportunities Management, LLC, ATW OPPORTUNITIES MASTER FUND II LP, Defender SPV LLC, Ruiz-Gimenez Antonio, PROPPER KERRY
Role
10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| holding | Common Stock Warrant | -- | -- | -- |
| holding | Common Stock Warrant | -- | -- | -- |
| holding | Common Stock Warrant | -- | -- | -- |
| holding | Series A Preferred Stock Warrant | -- | -- | -- |
| holding | Senior Secured Convertible Note | -- | -- | -- |
| holding | Senior Secured Convertible Note | -- | -- | -- |
| holding | Senior Secured Convertible Note | -- | -- | -- |
| holding | Senior Secured Convertible Note | -- | -- | -- |
| holding | Series C Preferred Stock | -- | -- | -- |
| holding | Series C Preferred Stock | -- | -- | -- |
| holding | Series C Preferred Stock | -- | -- | -- |
| holding | Series C Preferred Stock | -- | -- | -- |
| holding | Series C Preferred Stock | -- | -- | -- |
| holding | Senior Secured Convertible Note | -- | -- | -- |
| holding | Senior Secured Convertible Note | -- | -- | -- |
| holding | Senior Secured Convertible Note | -- | -- | -- |
| holding | Senior Secured Convertible Note | -- | -- | -- |
| holding | Common Stock, par value $0.0001 per share | -- | -- | -- |
Holdings After Transaction:
Common Stock Warrant — 1,091,525 shares (Indirect, See Footnote);
Series A Preferred Stock Warrant — 15,819 shares (Indirect, See Footnote);
Senior Secured Convertible Note — 589,916,454 shares (Indirect, See Footnote);
Series C Preferred Stock — 123,307,436 shares (Indirect, See Footnote);
Common Stock, par value $0.0001 per share — 207,008,547 shares (Indirect, See Footnote)
Footnotes (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. 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. 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. Represents the maturity date. The reported security does not have a stated expiration or maturity date and is exercisable in perpetuity in accordance with its terms. 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.
FAQ
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.