ECD Automotive (ECDA) investors cashed out at $0.0176 per share

Rhea-AI Filing Summary

ECD Automotive Design, Inc. is now effectively wholly owned by an investor group led by ATW Partners entities after an exchange and merger transaction. ATW-related reporting persons collectively beneficially own 207,008,547 shares of common stock, representing 100% of the class.

The group obtained these shares by exchanging 3,633 Series C preferred shares for 207,008,547 common shares at $0.0176 per share, followed by a short-form merger in which other common shares were converted into the right to receive $0.0176 in cash, subject to appraisal rights. To help fund this cash consideration and working capital, the issuer issued a Senior Secured Convertible Note to Defender SPV with an original principal amount of $395,859.66.

Insights

Equity ownership and control analyst

ATW-led group consolidates 100% ownership of ECD Automotive through equity exchange, merger and a small convertible note.

The filing shows an investor group including ATW Partners Opportunities Management, LLC, Defender SPV LLC, ATW Opportunities Master Fund II, and individuals Kerry Propper and Antonio Ruiz‑Gimenez now beneficially own 207,008,547 common shares, or 100% of ECD Automotive’s common stock.

This position results from exchanging 3,633 Series C preferred shares into common stock at $0.0176 per share, and a short-form merger where remaining public common shares were cashed out for $0.0176 per share, subject to appraisal rights. A $395,859.66 Senior Secured Convertible Note issued on March 23, 2026 to Defender SPV helps fund the merger consideration and working capital.

The economic impact on former public holders depends on how $0.0176 compares to their entry price, which is not addressed here. For the reporting group, the structure concentrates full equity control while layering in a secured convertible claim via the note. Future disclosures in company filings may clarify the note’s conversion terms and post‑merger capital structure.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

ECD Automotive Design, Inc.

(Name of Issuer)

Common Stock, Par Value 0.0001 Per Share

(Title of Class of Securities)

27877D302

(CUSIP Number)

Chaya Nourafchan
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)

03/23/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

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:

7	Sole Voting Power 0.00
8	Shared Voting Power 207,008,547.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 207,008,547.00

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

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:

7	Sole Voting Power 0.00
8	Shared Voting Power 207,008,547.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 207,008,547.00

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

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

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 207,008,547.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 207,008,547.00

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

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:

7	Sole Voting Power 0.00
8	Shared Voting Power 207,008,547.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 207,008,547.00

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

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:

7	Sole Voting Power 0.00
8	Shared Voting Power 207,008,547.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 207,008,547.00

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

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.

ATW Partners Opportunities Management, LLC

Signature:	/s/ Kerry Propper
Name/Title:	Kerry Propper / a Managing Member of its Managing Member
Date:	03/25/2026

Defender SPV LLC

Signature:	/s/ Kerry Propper
Name/Title:	Kerry Propper / a Managing Member of its Manager
Date:	03/25/2026

ATW OPPORTUNITIES MASTER FUND II, LP

Signature:	/s/ Kerry Propper
Name/Title:	Kerry Propper / a Managing Member of its General Partner
Date:	03/25/2026

Kerry Propper

Signature:	/s/ Kerry Propper
Name/Title:	Kerry Propper
Date:	03/25/2026

Antonio Ruiz-Gimenez

Signature:	/s/ Antonio Ruiz-Gimenez
Name/Title:	Antonio Ruiz-Gimenez
Date:	03/25/2026

FAQ

How many ECD Automotive (ECDA) shares do the reporting persons now beneficially own?

The reporting group now beneficially owns 207,008,547 shares of ECD Automotive common stock, representing 100% of the class. This reflects the result of the preferred share exchange and subsequent short-form merger described in the amendment.

What cash amount did ECD Automotive (ECDA) common shareholders receive in the merger?

Common shareholders received the right to $0.0176 in cash per share, subject to appraisal rights. This cash payment, termed the Merger Consideration, applied to all common stock other than treasury shares and those held by the reporting persons.

How were the 207,008,547 ECD Automotive (ECDA) shares created for the reporting group?

The group received 207,008,547 common shares by exchanging 3,633 Series C preferred shares at $0.0176 per common share, then converting ATW Classic’s membership interests into common and preferred stock during a short-form merger with the issuer.

What is the Senior Secured Convertible Note mentioned in the ECD Automotive (ECDA) filing?

On March 23, 2026, ECD Automotive issued a Senior Secured Convertible Note to Defender SPV with an original principal amount of $395,859.66. The note was intended to help fund the Merger Consideration and provide additional working capital.

Who are the main reporting persons in this ECD Automotive (ECDA) Schedule 13D/A amendment?

The main reporting persons are ATW Partners Opportunities Management, LLC, Defender SPV LLC, ATW Opportunities Master Fund II, and individuals Kerry Propper and Antonio Ruiz‑Gimenez. Each is reported as sharing voting and dispositive power over 207,008,547 common shares.

What was the purpose of the Merger Consideration Additional Note for ECD Automotive (ECDA)?

The Merger Consideration Additional Note was issued to facilitate payment and distribution of the cash merger consideration and to provide financing for working capital. It supports the issuer’s obligations arising from the short-form merger transaction.