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  4. [Form 4] ECD Automotive Design, Inc. Insider Trading Activity

ECD Automotive Design (ECDA) holder adds senior secured convertible note

Filing Impact
(Moderate)
Filing Sentiment
(Positive)
Form Type
4

Rhea-AI Filing Summary

ECD Automotive Design, Inc. reported an insider-related purchase of a Senior Secured Convertible Note through entities associated with ATW. Defender SPV LLC acquired 1 note for $395,859.66, bringing its holdings to 9 notes. The note is currently convertible at $0.0170 per share into up to 39,804,893 shares of Common Stock, based on a variable conversion formula and current assumptions. Conversion is subject to a 9.99% beneficial ownership cap, which limits how many shares can be converted at any time.

Positive

  • None.

Negative

  • None.
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
Bought 1 shs ($396K)
Type Security Shares Price Value
Purchase Senior Secured Convertible Note 1 $395,859.66 $396K
Holdings After Transaction: Senior Secured Convertible Note — 9 shares (Indirect, See Footnote)
Footnotes (1)
  1. 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. The Reporting Persons currently beneficially own all outstanding shares of Common Stock of Senior Secured Convertible Note of ECD Automotive Design, Inc. (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 Senior Secured Convertible Note of the Issuer reported herein is 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.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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. Issuer Name and Ticker or Trading Symbol
ECD Automotive Design, Inc. [ ECDA ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
DirectorX10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
03/23/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
XForm filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Senior Secured Convertible Note$0.017(1)03/23/2026P103/23/2026(2)12/12/2026(3)Common Stock39,804,893(1)$395,859.669I(4)(5)See Footnote(4)(5)
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
DirectorX10% 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
DirectorX10% 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
DirectorX10% 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
DirectorX10% 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
DirectorX10% Owner
Officer (give title below)Other (specify below)
Explanation of Responses:
1. 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.
2. The Reporting Persons currently beneficially own all outstanding shares of Common Stock of Senior Secured Convertible Note of ECD Automotive Design, Inc. (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.
3. Represents the maturity date.
4. The Senior Secured Convertible Note of the Issuer reported herein is 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.
5. 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.
ATW Partners Opportunities Management, LLC By: /s/ Kerry Propper, a Managing Member03/25/2026
ATW Opportunities Master Fund II, L.P. By: /s/ Kerry Propper, a Managing Member of its General Partner03/25/2026
Defender SPV LLC By: /s/ Kerry Propper, a Managing Member of its Manager03/25/2026
Kerry Propper By: /s/ Kerry Propper, individually03/25/2026
Antonio Ruiz-Gimenez By: /s/ Antonio Ruiz-Gimenez, individually03/25/2026
** Signature of Reporting PersonDate
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 4 (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 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did ECDA report in this Form 4?

ECD Automotive Design reported that Defender SPV LLC acquired 1 Senior Secured Convertible Note for about $395,859.66. The note is a derivative security that can convert into Common Stock under a variable pricing formula, subject to ownership limits.

How many ECD Automotive Design shares are tied to the new convertible note?

The newly reported Senior Secured Convertible Note is currently calculated to be convertible into up to 39,804,893 shares of Common Stock. This estimate uses a variable conversion price of $0.0170 per share as of the transaction date and may change over time.

Who actually holds the ECD Automotive Design convertible note reported?

The Senior Secured Convertible Note is held directly by Defender SPV LLC. ATW Opportunities Master Fund II LP wholly owns Defender SPV, and ATW Partners Opportunities Management, LLC manages the fund, with Antonio Ruiz-Gimenez and Kerry Propper as control persons of the manager.

What ownership limitation applies to the ECDA Senior Secured Convertible Note?

The derivative securities are subject to a 9.99% beneficial ownership limitation. This cap prevents conversions or exercises that would cause the reporting group and its affiliates to beneficially own more than 9.99% of ECD Automotive Design’s outstanding Common Stock at any time.

Do the reporting persons claim full beneficial ownership of the ECDA securities?

No. Each reporting person disclaims beneficial ownership of the securities beyond its pecuniary interest. They state that the report should not be considered an admission of beneficial ownership for Section 16 or any other purpose, despite their relationships to Defender SPV LLC.

How many ECD Automotive Design notes does Defender SPV hold after this transaction?

After acquiring 1 additional Senior Secured Convertible Note, Defender SPV LLC holds 9 such notes in total. These positions represent indirect derivative exposure to ECD Automotive Design common stock through variable conversion terms and the stated ownership limitation.