UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

 FORM 10-K/A

 (Amendment No. 1)

 (Mark One)

 ANNUAL REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the fiscal year ended: December 31, 2024

 TRANSITION REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the transition period from ____________ to
_____________

 Commission File No. 001-41497

 ECD AUTOMOTIVE DESIGN, INC.

 (Exact name of registrant as specified in its charter)

 Delaware

 86-2559175

 (State or other jurisdiction of

incorporation or organization)

 (I.R.S. Employer

Identification No.)

 4390 Industrial Lane

 Kissimmee, Florida

 34758

 (Address of principal executive offices)

 (Zip Code)

 (407) 483-4825

 (Registrant's telephone number, including area code)

 Securities registered pursuant to Section 12(b) of the Act:

 Title of each class

 Trading Symbol(s)

 Name of each exchange on which registered

 Common Stock

 ECDA

 The Nasdaq Stock Market LLC

 Warrants

 ECDAW

 The Nasdaq Stock Market LLC

 Securities registered pursuant to Section 12(g)
of the Act: None.

 Indicate by check mark if the registrant is a
well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

 Indicate by check mark if the registrant is not
required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No

 Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes No

 Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding
12 months (or for such shorter period that the registrant was required to submit such files). Yes No

 Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company.
See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company,"
and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 Large accelerated filer

 Accelerated filer

 Non-accelerated filer

 Smaller reporting company

 Emerging growth company

 If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.

 Indicate by check mark whether the registrant
has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial
reporting under Section 404(b) of the Sarbanes-Oxley Act by the registered public accounting firm that prepared or issued its audit report.

 If securities are registered pursuant to Section
12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction
of an error to previously issued financial statements.

 Indicate by check mark whether any of those error
corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's
executive officers during the relevant recovery period pursuant to §240.10D-1(b).

 Indicate by check mark whether registrant is a
shell company (as defined in Rule 12b-2 of the Act). Yes No

 As of June 30, 2024, based upon the last reported
trade on that date, the aggregate market value of the voting and non-voting common equity held by non-affiliates was $ 9,003,636.

 As of July 14, 2025, there were a total of
 48,613,465 shares of the registrant's common stock issued and outstanding.

 EXPLANATORY NOTE

 On April 15, 2025, ECD
Automotive Design, Inc. (the "Company") filed its Annual Report on Form 10-K for the year ended December 31, 2024 (the "Original
Form 10-K"). The purpose of this Amendment No. 1 to the Original Form 10-K (the "Amendment") is to replace the report
of independent registered public accounting firm of Barton CPA PLLC – PCAOB ID #6968 ("Barton CPA"), included in the
Original Form 10-K (the "Original AR Letter") which contained an inadvertent typographical error in that the Original AR
Letter omitted to reference that the Company's balance sheet and financial statements for the year ended December 31, 2023 were
covered by Barton CPA's audit and included in the Original Form 10-K. The Company is hereby filing this Amendment to include a
corrected report of independent registered public accounting firm of Barton CPA PLLC, which states that Barton CPA has "audited
the accompanying balance sheets of ECD Automotive Design, Inc. and Subsidiaries (Humble Imports, Inc. d/b/a ECD Auto Design) (the "Company")
as of December 31, 2024 and 2023, and the related statements of operations, stockholders' deficit, and cash flows for the years
then ended and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present
fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations
and its cash flows for each of the years then ended, in conformity with accounting principles generally accepted in the United States
of America." In this Amendment we have included "F" pages F-1 through F-39 and the corrected report of independent
registered public accounting firm appears on pages F-2 and F-3. No other items in the "F" pages or in the Original Form 10-K
are being amended and this Amendment does not reflect any events that occurred after the filing of the Original Form 10-K. Accordingly,
this Amendment should be read in conjunction with the Original Form 10-K and the Company's other filings with the SEC subsequent
to the filing of the Original Form 10-K.

 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

 Contents

 Page

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID # 6968)

 Consolidated Financial Statements

 Consolidated Balance Sheets as of December 31, 2024 and 2023

 Consolidated Statements of Operations for the Years Ended December 31, 2024 and 2023

 Consolidated Statements of Changes in Stockholders' Deficit for the Years Ended December 31, 2024 and 2023

 Consolidated Statements of Cash Flows for the Years Ended December 31, 2024 and 2023

 Notes to Consolidated Financial Statements

 F- 1

 Certified Public Accountants and Advisors

 A PCAOB Registered Firm

 713-489-5635 bartoncpafirm.com Cypress, Texas

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM

 To the Board of Directors and

Stockholders of ECD Automotive Design, Inc. and Subsidiaries

 Opinion on the Financial Statements

 We have audited the accompanying balance sheets
of ECD Automotive Design, Inc. and Subsidiaries (Humble Imports, Inc. d/b/a ECD Auto Design) (the "Company") as of December
31, 2024 and 2023, and the related statements of operations, stockholders' deficit, and cash flows for the years then ended and
the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in
all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and
its cash flows for each of the years then ended, in conformity with accounting principles generally accepted in the United States of
America.

 Basis for Opinion

 These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our
audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the PCAOB.

 We conducted our audits in accordance with
the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were
we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an
understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of
the Company's internal control over financial reporting. Accordingly, we express no such opinion.

 Our audits included performing procedures to assess
the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond
to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating
the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 F- 2

 Other Matters

 Going Concern

 As described in Note 2 to the financial statements,
the Company has sustained significant losses and negative cash flows from operations and are dependent on debt and equity financing to
fund operations. If the Company is unable to raise sufficient funding, it may struggle to reach its future obligations.

 Accordingly, the Company has determined that these
factors raise substantial doubt as to the Company's ability to continue as a going concern for a period of one year from the date
these financial statements are issued.

 Management plans to identify adequate
sources of funding to provide operating capital for continued growth. Auditing the Company's assessment and related
disclosures regarding its ability to continue as a going concern required significant auditor judgment. This is due to the high
level of uncertainty surrounding the projections and assumptions related to the timing and likelihood of future cash flows,
including external funding. Assessing whether the Company's disclosures adequately reflect the uncertainty and risks
associated with its going concern status also demanded considerable auditor judgment and effort.

 We have served as the Company's auditor
since 2024.

 Cypress, Texas

 April 15, 2025

 F- 3

 ECD AUTOMOTIVE DESIGN, INC

 CONSOLIDATED BALANCE SHEETS

 2024

 2023

 ASSETS

 Current assets

 Cash and cash equivalents

 $
 1,476,850

 $
 8,134,211

 Accounts receivable, net

 45,022

 -

 Inventories

 11,181,806

 9,607,766

 Prepaid and other current assets

 239,864

 34,006

 Total current assets

 12,943,542

 17,775,983

 Goodwill

 1,291,098

 -

 Property and equipment, net

 483,878

 913,097

 Intangible asset, net

 12,000

 -

 Right-to-use asset

 3,404,983

 3,763,295

 Deferred tax asset

 -

 Deposit

 60,200

 77,686

 TOTAL ASSETS

 $
 18,195,701

 $
 23,368,116

 LIABILITIES, REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS' DEFICIT

 Current liabilities

 Accounts payable

 $
 2,494,664

 $
 898,445

 Accrued expenses

 1,686,598

 779,695

 Deferred revenue

 11,802,825

 16,190,861

 Floor plan payable

 1,212,000

 -

 Lease liability, current

 353,612

 314,903

 Other payable

 1,364,222

 1,549,863

 Total current liabilities

 18,913,921

 19,733,767

 Lease liability, non-current

 3,373,571

 3,727,183

 Warrant liabilities, at fair value

 486,559

 Conversion option, at fair value

 313,191

 2,724

 Convertible note, net of debt discount

 14,085,932

 10,654,444

 Total Liabilities

 37,173,174

 34,144,401

 COMMITMENTS AND CONTINGENCIES (NOTE 19)

 Redeemable preferred stock, $ 0.0001 par value, 20,000,000 authorized shares; 25,000 shares issued and outstanding as of December 31, 2024 and no shares issued and outstanding as of December 31, 2023

 Stockholders' deficit

 Common stock, $ 0.0001 par value, 1,000,000,000 authorized shares; 31,874,662 shares and 24,000,000 shares issued and outstanding as of December 31, 2024 and 2023, respectively

 3,650

 3,187

 Additional paid-in capital

 2,576,498

 -

 Other comprehensive income

)

 Accumulated deficit

 ( 21,550,926
)

 ( 10,779,475
)

 Total Stockholders' Deficit

 ( 18,977,474
)

 ( 10,776,288
)

 TOTAL LIABILITIES, REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS' DEFICIT

 $
 18,195,701

 $
 23,368,116

 The accompanying notes are an integral part
of these consolidated financial statements

 F- 4

 ECD AUTOMOTIVE DESIGN, INC

 CONSOLIDATED STATEMENTS OF OPERATIONS

 Year Ended December 31

 2024

 2023

 Revenue, net

 $
 25,165,733

 $
 19,492,606

 Cost of goods sold (exclusive of depreciation and amortization expense shown below)

 19,277,786

 14,969,683

 Gross profit

 5,887,947

 4,522,923

 Operating expenses

 Advertising and marketing expenses

 1,171,696

 641,831

 General and administrative expenses

 9,106,716

 5,144,601

 Provision for credit losses

 31,484

 123,562

 Depreciation and amortization expenses

 126,791

 148,763

 Total operating expenses

 10,436,687

 6,058,757

 Loss from operations

 ( 4,548,740
)

 ( 1,535,834
)

 Other (expense) income

 Interest expense

 ( 5,270,404
)

 ( 653,429
)

 Change in fair value of warrant liabilities

 ( 433,725
)

 -

 Change in fair value of conversion option liabilities

 ( 204,487
)

 -

 Gain on forgiveness of payable

 319,900

 -

 Resale commissions income

 134,600

 106,353

 FX exchange gain (loss)

 ( 48,071
)

 -

 Other income, net

 117,531

 65,949

 Total (expense) income, net

 ( 5,384,656
)

 ( 481,127
)

 Loss before income tax benefit

 ( 9,933,396
)

 ( 2,016,961
)

 Income tax (expense) benefit

 ( 838,055
)

 Net Loss

 $
 ( 10,771,451
)

 $
 ( 1,178,906
)

 Net loss per common share, basic and diluted

 $
 ( 0.32
)

 $
 ( 0.05
)

 Weighted average number of common shares outstanding, basic and diluted

 33,505,605

 24,875,667

 The accompanying notes are an integral part
of these consolidated financial statements

 F- 5

 ECD AUTOMOTIVE DESIGN, INC

 CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS'
DEFICIT

 YEAR ENDED DECEMBER 31, 2024 AND 2023

 Redeemable
 Preferred Stock

 Common Stock

 Additional
 Paid-in

 Other
 comprehensive

 Accumulated

 Total
 Stockholders'

 Shares

 Amount

 Shares

 Amount

 Capital

 Income

 Deficit

 Deficit

 Balance – December 31, 2022, as restated

 -

 $
 -

 24,000,000

 $
 2,400

 $
 -

 $
 -

 $
 ( 6,322,614
)

 $
 ( 6,320,214
)

 Stockholder distributions

 -

 -

 -

 -

 -

 -

 ( 2,329,357
)

 ( 2,329,357
)

 Forgiveness of stockholder loans

 -

 -

 -

 -

 -

 -

 ( 280,635
)

 ( 280,635
)

 Issuance of preferred and common shares, net of issuance costs

 25,000

 2,500,000

 94,747

 -

 -

 94,997

 Issuance of stock upon Business Combination

 -

 -

 5,374,662

 -

 -

 -

 Assets and liabilities assumed from Special Purpose Acquisition Company ("SPAC")

 -

 -

 -

 -

 ( 94,747
)

 -

 ( 667,963
)

 ( 762,710
)

 Net loss

 -

 -

 -

 -

 -

 -

 ( 1,178,906
)

 ( 1,178,906
)

 Balance – December 31, 2023 as restated

 25,000

 31,874,662

 3,187

 -

 -

 ( 10,779,475
)

 ( 10,776,288
)

 Issuance of common shares

 -

 -

 2,575,000

 2,410,183

 -

 -

 2,410,441

 Issuance of common shares to vendors

 -

 -

 200,000

 159,129

 -

 -

 159,149

 Fair value of share based compensation

 -

 -

 -

 -

 22,810

 -

 -

 22,810

 Proceeds allocated to warrants

 -

 -

 -

 -

 89,559

 -

 -

 89,559

 Stock issuance costs

 -

 -

 -

 -

 ( 105,000
)

 -

 -

 ( 105,000
)

 Conversion of redeemable preferred shares

 ( 18,500
)

 ( 2
)

 1,850,000

 ( 183
)

 -

 -

 Foreign currency translation loss

 -

 -

 -

 -

 -

)

 -

)

 Net loss

 -

 -

 -

 -

 -

 -

 ( 10,771,451
)

 ( 10,771,451
)

 Balance – December 31, 2024

 6,500

 $

 36,499,662

 $
 3,650

 $
 2,576,498

 $
)

 $
 ( 21,550,926
)

 $
 ( 18,977,474
)

 The accompanying notes are an integral part
of these consolidated financial statements

 F- 6

 ECD AUTOMOTIVE DESIGN, INC

 CONSOLIDATED STATEMENT OF CASH FLOWS

 Year Ended December 31

 2024

 2023

 Cash Flows from Operating Activities:

 Net loss

 $
 ( 10,771,451
)

 $
 ( 1,178,906
)

 Adjustments to reconcile net loss to net cash (used in) provided by operating activities

 Depreciation and amortization expenses

 126,791

 148,763

 Gain on forgiveness of payable

 319,900

 -

 Change in fair value of derivatives

 638,212

 -

 Amortization of right-to-use asset

 358,312

 330,110

 Amortization of debt discount

 1,928,576

 72,335

 Equity based compensation

 331,959

 -

 Provision for credit losses

 31,484

 123,562

 Changes in operating assets and liabilities:

 Accounts receivable

 ( 76,506
)

 491,993

 Other receivable

 -

 209,810

 Inventories

 ( 1,220,602
)

 ( 1,813,841
)

 Prepaid and other current assets

 ( 205,858
)

 ( 25,571
)

 Deferred tax asset

 ( 838,055
)

 Deposit

 17,486

 ( 1,700
)

 Accounts payable

 1,509,157

 199,536

 Accrued expenses

 1,449,977

 536,944

 Deferred revenue and customer deposits

 ( 4,388,036
)

 ( 1,302,767
)

 Other payable

 ( 335,641
)

 1,299,337

 Lease liability

 ( 314,903
)

 ( 247,492
)

 Net cash (used in) provided by operating activities

 ( 9,763,088
)

 ( 1,995,942
)

 Cash Flows from Investing Activities:

 Proceeds from sale of asset

 6,718

 -

 Purchase of assets

 ( 23,764
)

 ( 499,316
)

 Net cash used in investing activities

 ( 17,046
)

 ( 499,316
)

 Cash Flows from Financing Activities:

 Repayment of loan payable

 -

 ( 500,000
)

 Repayment of floor loan

 ( 1,675,000
)

 -

 Proceeds from floor loan

 2,887,000

 -

 Proceeds from convertible note

 1,154,681

 13,700,000

 Debt issuance costs

 ( 382,212
)

 ( 3,088,884
)

 Assets and liabilities assumed from Business Combination

 -

 ( 762,710
)

 Issuance of preferred and common shares, net of issuance costs

 1,145,000

 95,537

 Cash distributed to stockholders

 -

 ( 2,329,357
)

 Net cash provided by (used in) financing activities

 3,129,469

 7,114,586

 Effect of translation changes on cash

)

 -

 Net increase in cash and cash equivalents

 ( 6,657,361
)

 4,619,328

 Cash and cash equivalents, beginning of year

 8,134,211

 3,514,883

 Cash and cash equivalents, end of year

 $
 1,476,850

 $
 8,134,211

 Supplemental Disclosures of Cash Flow Information:

 Cash paid for interest

 $
 1,812,295

 $
 95,681

 Supplemental disclosure of noncash cash flow information

 Transfer of property and equipment to inventory

 $
 325,474

 $
 -

 Initial classification of warrant liabilities

 $
 26,551

 $

 Initial classification of conversion option liability

 $
 105,981

 $
 2,724

 Assets and liabilities acquired with the business combination

 $
 1,250,000

 $
 -

 Conversion of preferred shares into common shares

 $

 $
 -

 Paid in kind interest on convertible note

 $
 862,974

 $
 -

 Record right-to-use asset and lease liability per ASC 842

 $
 196,797

 $
 196,797

 The accompanying notes are an integral part
of these consolidated financial statements

 F- 7

 NOTE 1. NATURE OF OPERATIONS

 ECD Automotive Design, Inc (the "Company,"
"ECD," "we," "us," or "our), formerly known as EF Hutton Acquisition Corporation I ("EFHAC")
(the Company) is engaged in the production and sale of Land Rover vehicle. Since the Company's commencement of operations in 2013,
they have established a facility geared towards producing the most customized Land Rovers with the highest quality of parts and the highest
quality labor force building each vehicle. The Company primarily earns revenue from the sale of the customized vehicle directly to the
customer. Additionally, revenue is generated from providing repair or upgrade services to customers and from the sale of extended warranties.

 On December 12, 2023, ECD completed the business
combination contemplated by the merger agreement dated as of March 3, 2023 (the "Merger Agreement") by and among EFHAC, Humble
Imports Inc., d/b/a ECD Auto Design, a Florida corporation ("Humble" or "ECD"), ECD Auto Design UK, Ltd., an England
and Wales corporation (the "ECD UK"), EFHAC Merger Sub, Inc., a Florida corporation ("Merger Sub") and wholly-owned
subsidiary of EFHAC, and Scott Wallace, as the Securityholder Representative. At part of the closing Merger Sub merged with and into ECD
with ECD as the surviving corporation and becoming a wholly-owned subsidiary of EFHAC. In connection with the Merger, EFHAC changed its
name to "ECD Automotive Design Inc." or such other name designated by E.C.D. by notice to EFHAC. See Note 5 for further information.

 The business combination was accounted for as
a reverse recapitalization in accordance with GAAP. Under this method of accounting, although EFHAC acquired the outstanding equity interest
in ECD in the business combination, EFHAC is treated as the "acquired company" and ECD was treated as the accounting acquirer
for financial statement purposes. Accordingly, the Business Combination was treated as the equivalent of ECD issuing stock for the
net assets of EFHAC, accompanied by a recapitalization. The net assets of EFHAC are stated at historical cost, with no goodwill or other
intangible assets recorded.

 Furthermore, the historical financial statements
of ECD became the historical financial statements of the Company upon the consummation of the merger. As a result, the financial statements
included in this Annual Report reflect (i) the historical operating results of ECD prior to the merger; (ii) the combined results of EFHAC
and ECD following the close of the merger; (iii) the assets and liabilities of ECD at their historical cost and (iv) ECD's equity
structure for all periods presented, as affected by the recapitalization presentation after completion of the merger. See Note 5 - Reverse
Capitalization for further details of the merger.

 The Company also consolidates, ECD Audit Design
UK LTD ("ECD UK"), a private limited company incorporated on July 16, 2021 in England and Wales. ECD UK was formed for the
purpose of procuring parts overseas for the Company. ECD UK is a consolidated variable interest entity ("VIE") for which the
company is the primary beneficiary. The Company is the primary beneficiary of ECD UK as it has both the power to direct the most significant
activities impacting its economic performance and the obligation to absorb losses or receive benefits significant to them.

 F- 8

 NOTE 2. LIQUIDITY AND GOING CONCERN

 As of December 31, 2024, the Company had cash
and cash equivalents of approximately $ 1.5 million and working capital deficit of approximately $ 6.0 million. The Company recorded a net
loss of approximately $ 10.8 million and $ 1.2 million for the years ended December 31, 2024 and 2023.

 The Company's primary source of operating
funds since inception has been from cash receipts from sales and proceeds from loan payable. Immediately prior to the closing of the Business
Combination on December 12, 2023, the Company executed and delivered to the Lender a senior secured convertible note (the "December
Convertible Note"), in exchange for a loan in the principal amount of $ 15,819,209. The Convertible Note shall accrue interest at
an annual rate equal to the Prime Interest rate plus 5 % per annum which is payable monthly in cash or, upon the Company's option,
in securities of the Company provided certain conditions are met at the increased interest rate of the Prime Interest rate plus 8 % per
annum. The Company is required to pay a late charge of 12 % per annum ("Late Charges") on any amount of principal or other
amounts that are not paid when due. The Convertible Note is convertible into shares of Company Common Stock at the option of the Lender
at a conversion price of $ 10.00 per share, subject to a one-time downward adjustment on the effective date of the registration statement
providing for the resale of the Company Common Stock issuable upon conversion of the Convertible Note to a conversion price equal to the
prior 5-day volume weighted average price, subject to a floor of $ 6.00. The note has a three-year term. On August 9, 2024, the Company
executed an additional senior secured convertible note (the "August Note"), in exchange for a loan in the principal amount
of $ 1,154,681. The August Note has the same terms of the December Note. On January 8, 2025, the Company executed an additional senior
secured convertible note (the "January Note") in exchange for a loan in the principal amount of $ 1,724,100. The January Note
has the same terms as the December Note and the August Note. On February 20, 2025, the Company entered into a Business Loan and Security
Agreement with Agile Lending, LLC (the "Lending Lender") pursuant to which the Company received a term loan from the Lending
Lender in the principal amount of $ 1,575,000 (the "Loan").

 On April 4, 2025, the Company entered into a new
business loan and security agreement with an effective date of April 4, 2025 (the "New Loan Agreement") by and among an investor
(the "New Lender"), a collateral agent (the "Collateral Agent"), the Company and its subsidiary, Humble Imports
Inc., pursuant to which the Company received a term loan from the New Lender in the principal amount of $ 1,824,300 (the "New Loan").
The New Loan shall be repaid through sixty-nine (69) equal weekly payments of principal and interest in the aggregate amount of $ 35,693
per week commencing on April 15, 2025 and ending August 4, 2026 (the "Term"). During the Term, the New Loan shall accrue interest
in the aggregate amount of $ 638,505. The New Loan included an administrative expense fee of $ 40,000 and a lender's legal fee of
$ 35,000, which sum was netted out of the New Loan. The New Loan is secured by all properties, rights and assets of the Company and Collateral
Agent is designated as the collateral agent under the New Loan Agreement.

 The net proceeds of the New Loan were used to
pay off the Agile Loan in the discounted amount of $ 1,749,300, including principal and interest. Accordingly, the Agile Loan is paid off
and satisfied.

 Management's assessment of the Company's
ability to continue as a going concern involves making a judgement, at a particular point in time, about inherently uncertain future outcomes
of events or conditions. Any judgment about the future is based on information available at the time at which the judgment is made. Subsequent
events may result in outcomes that are inconsistent with judgments that were reasonable at the time they were made.

 The Company's future capital requirements
will depend on many factors, including the Company's revenue growth rate. The Company will need to raise additional financing through
loans or through equity raises. The Company cannot provide any assurance that the new financing will be available to it on commercially
acceptable terms, if at all. If the Company is unable to raise additional capital, the Company's business, results of operations
and financial condition would be materially and adversely affected.

 As a result of the above, in connection with the
Company's assessment of going concern considerations in accordance with FASB Accounting Standards Update ("ASU") 2014-15,
"Disclosures of Uncertainties about an Entity's Ability to Continue as a Going Concern", Management has determined that
the Company's liquidity condition raises substantial doubt about the Company's ability to continue as a going concern through
twelve months from the date these consolidated financial statements are available to be issued. These consolidated financial statements
do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be
necessary should the Company be unable to continue as a going concern.

 F- 9

 NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 Basis of Presentation

 The consolidated financial statements include
the accounts of ECD and ECD Auto Design UK Ltd. The accompanying consolidated financial statements have been prepared in accordance with
U.S. Generally Accepted Accounting Principles ("GAAP"), expressed in U.S. dollars. The accompanying consolidated financial
statements reflect all adjustments including normal recurring adjustments, which, in the opinion of management, are necessary to present
fairly the financial position, results of operations, and cash flows for the years presented. References to GAAP issued by the Financial
Accounting Standard Boards ("FASB") in these accompanying notes to the consolidated financial statements are to the FASB Accounting
Standards Codification ("ASC"). All significant intercompany balances and transactions have been eliminated in consolidation.

 Reclassification

 Certain amounts from prior period financial statements
have been reclassified to align with the presentation used in the current consolidated financial statements for comparative purposes.
These reclassifications had no material effect on the Company's previously issued financial statements.

 Emerging Growth Company Status

 The Company is an emerging growth company, as
defined in the JOBS Act. Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent
to the enactment of the JOBS Act, until such time as to those standards apply to private companies. The Company has elected to use this
extended transition period for complying with new or revised accounting standards that have different effective dates for public and private
companies until the earlier of the date that it (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opts
out of the extended transition period provided in the JOBS Act. As a result, these financial statements may not be comparable to companies
that comply with the new or revised accounting pronouncements as of public company effective dates.

 Use of Estimates

 The preparation of the consolidated financial
statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue
and expenses during the reporting periods. Actual results could differ from those estimates. Significant estimates include assumptions
used in revenue recognition, useful life of assets, and allowance for doubtful accounts.

 Segment Information

 Operating segments are defined as components of
an enterprise for which separate discrete financial information is evaluated regularly by the Company's Chief Executive Officer
("CEO"), who is the Chief Operating Decision Maker ("CODM"), in deciding how to allocate resources and assess
performance. The CODM reviews financial information presented on a consolidated basis for the purposes of allocating resources and evaluating
financial performance. Accordingly, the Company operates and manages its business as one operating segment and one reportable segment.

 Cash and Cash Equivalents

 The Company considers all highly liquid investments
acquired with an original maturity of three months or less at the date of purchase to be cash equivalents. Cash equivalents are stated
at cost, which approximates market value, because of the short maturity of these instruments.

 Credit Risk

 Financial instruments that potentially subject
the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal
Deposit Insurance Corporation Coverage limit of $ 250,000. As of December 31, 2024 and 2023, the Company has not experienced losses on
these accounts and management believes the Company is not exposed to significant risks on such accounts.

 F- 10

 Revenue Recognition

 Revenue is recognized when the Company transfers
promised goods or services to the customer, in an amount that reflects the consideration that the Company expects to receive in exchange
for those goods or services. In determining the appropriate amount of revenue to be recognized as the Company fulfills its obligations
under the agreement, the Company performs the following steps: (i) identification of the promised goods or services in the contract;
(ii) determination of whether the promised goods or services are performance obligations, including whether they are distinct in
the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation
of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance
obligation. The Company only applies the five-step model to contracts when it is probable that it will collect the consideration it is
entitled to in exchange for the goods or services it transfers to the customer.

 No one customer exceeded 10% of revenue for the
years ended December 31, 2024 and 2023.

 Product Revenue – Parts and Builds

 The Company generates revenue through the sale
of Land Rover vehicles directly to customers. The Company considers the build/sales contracts to be the contracts with the customer. There
is a single performance obligation in all the Company's contracts, which is to build a vehicle based on customer specifications,
transfer title and shipping terms in the arrangement. Product revenue is recognized when the product build is completed, and title has
been transferred. The Company concluded that this was the appropriate time to record revenue based on the following criteria. (1) ECD
has a right to full payment for the product. (2) The customer has legal title to the product and (3) The customer has the significant
risks and rewards of ownership of the asset. There are certain build contacts, "owner donor vehicles" where title remains
with the customer for the entire project. Under these contracts, revenue is recognized at a point in time when the truck is shipped back
to the customer.

 Upon execution of the contract, the Company bills
its customers the total consideration of the contract. The Company receives approximately 25 % to 50 % of the total consideration of the
contract from its customers as acceptance of the contract, which is initially recorded as deferred revenue. Upon completion of the build
the remaining 50 % is billed and initially recorded as deferred revenue and recognized as net revenue when the product build is completed,
and title is legally transferred.

 Service Revenue

 The Company generates revenue through providing
repair or upgrade services to its customers. The Company agrees with the customer on a budget and specific deliverable. This is typically
evidenced by a quote which represents the customer arrangement. There is a single performance obligation, which is the Company's
promise to perform the repair or upgrade work on the vehicle. The entire transaction price is allocated to this single performance obligation.
Service revenue is recognized when the repair or upgrade work is completed, and the customer receives the vehicle.

 Warranty Revenue

 The Company generates revenue through the sale
of extended warranty to customers. The customers agree to the terms and conditions at the time of purchase, which represents the customer
arrangements. The period covered by the extended warranty is usually one year. The Company has elected to apply the optional exemption
provided in ASC 606 and therefore, is not required to disclose the aggregate amount of the transaction price allocated to performance
obligations that are unsatisfied or partially unsatisfied at the end of the reporting period.

 Product Limited Warranty

 Consistent with industry practice, the Company
generally offers customers a limited warranty for work performed on the vehicle under the builds/sales contract. The customers do not
have a contractual right of return. The Company only offers a limited warranty for the work performed on the vehicle under the contract.
If a customer disputes any work performed, the Company will attempt to remedy the work, however, it shall not be required to discount
the transaction price. The Company considered this an assurance-type warranty and not a separate performance obligation.

 Warranty Reserve

 The Company provides for the estimated cost of
product warranties at the time revenue is recognized. While the Company engages in product quality programs and processes, including quality
control test driving vehicles, the warranty obligation is affected by historical warranty costs per vehicle. Should actual costs differ
from the Company's estimates, revisions to increase or decrease the estimated warranty liability may be required.

 F- 11

 Other Revenue Policies

 Sales, value add, and other taxes collected on
behalf of third parties are excluded from revenue.

 Applying the practical expedient in paragraph
ASC 606-10-32-18, the Company does not assess whether a contract has a significant financing component if the expectation at contract
inception is that the period between payment by the customer and the transfer of the promised products to the customer will be one year
or less, which is the case with substantially all customers.

 Applying the practical expedient in ASC 606-10-25-18B,
the Company accounts for shipping and handling activities related to contracts with customers as costs to fulfill the promise to transfer
the associated products. The Company records the related costs as part of the cost of goods good.

 Disaggregation of Revenue

 The following table summarizes the Company's
net revenues disaggregated by product category:

 Year Ended December 31

 2024

 2023

 Builds

 $
 24,771,840

 $
 19,317,837

 Warranty and other

 393,893

 174,769

 Total revenues, net

 $
 25,165,733

 $
 19,492,606

 Contract Liability and remaining performance
obligations

 2024

 2023

 Beginning balance, January 1

 $
 16,190,861

 $
 17,493,628

 Additional deposits received

 19,476,466

 17,454,370

 Revenue Recognized during the year at a point-in-time

 ( 23,864,501
)

 ( 18,757,137
)

 Ending balance, December 31

 $
 11,802,825

 $
 16,190,861

 As of December 31, 2024 and 2023, the Company
had customer deposits in the amount of $ 8,130,324 and $ 8,326,469, respectively and deferred revenue of $ 3,672,501 and $ 7,864,392. The
customer deposits, performance obligations not yet completed, and deferred revenue are typically recognized in revenue at a point in time
within the next twelve months as the custom build vehicles are delivered and title has been transferred to customers.

 Accounts Receivable and Allowance for Doubtful Accounts

 Accounts receivable are recorded at the original
invoice amount less an allowance for uncollectible accounts that management believes will be adequate to absorb estimated losses on existing
balances. Management estimates the allowance based on collectability of accounts receivable and prior bad debt experience. Accounts receivable
balances are written off against the allowance upon management's determination that such accounts are uncollectible. Recoveries
of accounts receivable previously written off are recorded when received. Management believes that credit risks on accounts receivable
will not be material to the financial position of the Company or results of operations. The Company had trade accounts receivable of $ 47,428
as of December 31, 2024 and a recorded allowance for doubtful accounts of $ 2,406, resulting in a net trade accounts receivable balance
of $ 45,022. The Company had trade accounts receivable of $ 138,541 as of December 31, 2023, and a recorded allowance for doubtful accounts
of $ 138,541, resulting in a net trade accounts receivable balance of $0.

 As of December 31, 2024, amounts due from one
customer exceeded 10 % of accounts receivable individually and totaled approximately 84 % of accounts receivable in the aggregate. No one
customer exceeded 10 % of accounts receivable as of December 31, 2023.

 F- 12

 Inventories

 Work in progress, work in progress – shipping
and consumables, and work in progress – labor costs reported in inventories are carried at the lower of cost or net realizable value.
Cost is determined on the basis of the direct and indirect costs that are directly attributable. The measurement of work in progress inventories
is generally based on the weighted average method. Finished goods inventory is comprised of vehicles for which the build is completed
but title has not been legally transferred, or in some cases, the vehicle has not been delivered. The measurement of finished goods inventories
is the total cost of the materials, shipping and consumables, and labor attributed to the build of each specific completed vehicle. Overhead
costs are allocated to inventory based on the rate of inventory turned for the period.

 Property and Equipment

 Property and equipment are stated at cost, less
accumulated depreciation. Depreciation is calculated using the straight-line method over the asset's estimated useful life of 5 to 15 years.
Expenditures for maintenance and repairs are expensed as incurred. When retired or otherwise disposed, the related carrying value and
accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition is
reflected in earnings.

 Long-Lived Assets

 The Company follows a "primary asset"
approach to determine the cash flow estimation period for a group of assets and liabilities that represents the unit of accounting for
a long-lived asset to be held and used. Long-lived assets to be held and used are reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be recoverable. The carrying amount of a long-lived asset is not recoverable
if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. Long-lived
assets to be disposed of are reported at the lower of carrying amount or fair value less cost to sell.

 The Company evaluates the recoverability of long-lived
assets based upon forecasted undiscounted cash flows. Should impairment in value be indicated, the carrying value of the assets will be
adjusted, based on estimates of future discounted cash flows resulting from the use and ultimate disposition of the asset. No impairments
were recognized for the years ended December 31, 2024 and 2023.

 Advertising and Marketing

 The Company follows the policy of charging the
costs of advertising and marketing to expense as incurred. The Company charged to operations $ 1,171,696 and $ 641,831 as advertising
and marketing costs for the years ended December 31, 2024 and 2023, respectively.

 Income Taxes

 Prior to the Business Combination on December
13, 2023, the Company was an S corporation. As an S corporation, the Company was not directly liable for federal income taxes. As of the
date of the Business Combination, the operations of the Company ceased to be taxed as a S corporation resulting in a change in tax status
for federal and state income tax purposes.

 F- 13

 The Company follows the asset and liability method
of accounting for income taxes under ASC Topic 740, Income Taxes ("ASC 740"). Deferred tax assets and liabilities are measured
using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered
or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes
the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

 The Company records deferred tax assets to the
extent management believes that it is more likely than not that these assets will be realized in the future. Future realization of deferred
income tax assets (meaning, items that may provide tax deductions in future periods) requires evidence that there will be sufficient taxable
income in those future periods, or within any carryback periods available under tax law. The Company evaluates the realizability of its
deferred tax assets on a quarterly basis. The majority of the Company's deferred tax assets are comprised of income tax carryforwards,
including federal and state net operating loss carryforwards ("NOLs") and non-deductible interest expense carryforwards. Some
of these carryforwards are subject to annual usage limitations and expiration, while other state NOLs and a portion of federal NOLs do
not have expirations.

 While the Company remains in a financial reporting
loss position based on a cumulative pre-tax loss for the year ended December 31, 2024, the determination of the valuation allowance is
based on its evaluation of the periods over which future taxable items are expected to be utilized to offset tax loss and deduction carryforward
items in those future periods. That is, future forecasts of our taxable income are not considered in the evaluation of realizability of
its deferred tax assets. Therefore, changes in its deferred tax asset valuation allowances will primarily be affected by changes in the
estimates of the time periods over which those future taxable items will occur.

 ASC 740 prescribes a recognition threshold and
a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax
return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities.
The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. Management has evaluated
the Company's tax positions, including its previous status as a pass-through entity for federal and state tax purposes, and has
determined that the Company has taken no uncertain tax positions that require adjustment to the condensed consolidated financial statements.
The Company's reserve related to uncertain tax positions was zero as of December 31, 2024 and December 31, 2023. Management has
evaluated the Company's tax positions, including its previous status as a pass-through entity for federal and state tax purposes,
and has determined that the Company has taken no uncertain tax positions that require adjustment to the consolidated financial statements.
There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2024 and December 31, 2023.
The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation
from its position. The open tax years for the tax returns generally include 2021 through 2023 for state and federal reporting purposes.

 Loss Per Share

 The Company accounts for net loss per share in
accordance with Accounting Standards Codification subtopic 260-10, Earnings Per Share ("ASC 260-10"), which requires presentation
of basic and diluted earnings per share ("EPS") on the face of the statement of operations for all entities with complex capital
structures and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator
of the diluted EPS. Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock
outstanding during each period. It excludes the dilutive effects of any potentially issuable common shares. Diluted net loss per share
is calculated by including any potentially dilutive share issuances in the denominator. For the year ended December 31, 2024 and 2023,
all potentially dilutive securities were not included in the calculation of diluted net income (loss) per share as their effect would
be anti-dilutive.

 F- 14

 Leases

 The Company determines if an arrangement is a
lease at inception. Operating lease right-of-use asset ("ROU asset") and short-term and long-term lease liability are included
on the face of the consolidated balance sheets.

 ROU asset represents the right to use an underlying
asset for the lease term and lease liability represents the Company's obligation to make lease payments arising from the lease.
Operating lease ROU asset and liability are recognized at commencement date based on the present value of lease payments over the lease
term. As the Company's lease does not provide an implicit rate, the Company uses an incremental borrowing rate based on the information
available at commencement date over the respective lease term in determining the present value of lease payments. The Company's
lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option.
Lease expense for lease payments is recognized on a straight-line basis over the lease term. For lease agreements with terms less than
12 months, the Company has elected the short-term lease measurement and recognition exemption, and it recognizes such lease payments on
a straight-line basis over the lease term.

 Fair Value of Financial Instruments

 The Company calculates the fair value of its assets
and liabilities which qualify as financial instruments and includes this additional information in the notes to the consolidated financial
statements when the fair value is different than the carrying value of these financial instruments. The estimated fair value of cash,
accounts receivable, accounts payable and accrued expenses, and loan payable approximate their carrying amounts due to the relatively
short maturity of these instruments. The carrying value of lease liability also approximates fair value since the instrument bears market
rates of interest. None of these instruments are held for trading purposes.

 Fair Value Measurements

 Fair value is defined as the price that would
be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement
date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives
the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the
lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

 Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

 Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

 Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

 In some circumstances, the inputs used to measure
fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is
categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

 F- 15

 Warrants

 The Company determines the accounting classification
of warrants it issues as either liability or equity classified by first assessing whether the warrants meet liability classification in
accordance with ASC 480-10, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity ("ASC
480"), then in accordance with ASC 815-40 ("ASC 815"), Accounting for Derivative Financial Instruments Indexed to, and
Potentially Settled in, a Company's Own Stock. Under ASC 480, warrants are considered liability classified if the warrants are mandatorily
redeemable, obligate the Company to settle the warrants or the underlying shares by paying cash or other assets, or warrants that must
or may require settlement by issuing variable number of shares. If warrants do not meet liability classification under ASC 480, the Company
assesses the requirements under ASC 815, which states that contracts that require or may require the issuer to settle the contract for
cash are liabilities recorded at fair value, irrespective of the likelihood of the transaction occurring that triggers the net cash settlement
feature. If the warrants do not require liability classification under ASC 815, and in order to conclude equity classification, the Company
also assesses whether the warrants are indexed to its Common Stock and whether the warrants are classified as equity under ASC 815 or
other applicable GAAP. After all relevant assessments, the Company concludes whether the warrants are classified as liability or equity.
The Company accounts for the Common Share Warrants and the Preferred Share Warrants (as defined in Note 13) (collectively, with the Common
Share Warrants, the "Warrants") in accordance with the guidance contained in ASC 815-40 under which the Warrants do not meet
the criteria for equity treatment and must be recorded as liabilities. Liability classified warrants require fair value accounting at
issuance and subsequent to initial issuance with all changes in fair value after the issuance date recorded in the statements of operations.
Equity classified warrants only require fair value accounting at issuance with no changes recognized subsequent to the issuance date.

 Redeemable Preferred Stock

 Accounting for convertible or redeemable equity
instruments in the Company's own equity requires an evaluation of the hybrid security to determine if liability classification is
required under ASC 480-10. Liability classification is required for freestanding financial instruments that are not debt in legal form
and are: (1) subject to an unconditional obligation requiring the issuer to redeem the instrument by transferring assets (i.e. mandatorily
redeemable), (2) instruments other than equity shares that embody an obligation of the issuer to repurchase its equity shares, or (3)
certain types of instruments that obligate the issuer to issue a variable number of equity shares. Securities that do not meet the scoping
criteria to be classified as a liability under ASC 480 are subject to redeemable equity guidance, which prescribes securities that may
be subject to redemption upon an event not solely within the control of the issuer to be classified outside permanent equity (i.e., classified
in temporary equity). Securities classified in temporary equity are initially measured at the proceeds received, net of issuance costs
and excluding the fair value of bifurcated embedded derivatives (if any). Subsequent measurement of the carrying value is not required
unless the instrument is probable of becoming redeemable or is currently redeemable. When the instruments are currently redeemable or
probable of becoming redeemable, the Company will recognize changes in the redemption value immediately as they occur and adjust the carrying
value of the security to equal the then current maximum redemption value at the end of each reporting period.

 Stock-based compensation

 The Company accounts for its stock-based compensation
awards in accordance with Accounting Standards Codification ("ASC") Topic 718, Compensation-Stock Compensation ("ASC
718"). ASC 718 requires all stock-based payments to employees and non-employees including grants of stock options, to be recognized
as expense in the statements of operations based on their grant date fair values.

 The Company periodically issues common stock and
common stock options to consultants for various services.

 Convertible Note

 The Company determined the fair value option of
the Convertible Note, as described in Note 12, was not appropriate. As such, the Company accounted for the Convertible Note, analyzing
the conversion options embedded in convertible notes in accordance with ASC 815. ASC 815 generally requires companies to bifurcate conversion
options embedded in convertible notes from their host instruments and to account for them as free-standing derivative financial instruments.

 The Company reviews the terms of convertible debt
issued to determine whether there are embedded derivative instruments, including embedded conversion options, which are required to be
bifurcated and accounted for separately as derivative financial instruments. In circumstances where the host instrument contains more
than one embedded derivative instrument, including the conversion option, that is required to be bifurcated, the bifurcated derivative
instruments are accounted for as a single, compound derivative instrument.

 F- 16

 Bifurcated embedded derivatives are initially
recorded at fair value and are then revalued at each reporting date with changes in the fair value reported as non-operating income or
expense. When the equity or convertible debt instruments contain embedded derivative instruments that are to be bifurcated and accounted
for as liabilities, the total proceeds received are first allocated to the fair value of all the bifurcated derivative instruments. The
remaining proceeds, if any, are then allocated to the host instruments themselves, usually resulting in those instruments being recorded
at a discount from their face value. The discount from the face value of the convertible debt, together with the stated interest on the
instrument, is amortized over the life of the instrument through periodic charges to interest expense.

 Recent Accounting Pronouncements

 In September 2022, the FASB issued ASU No. 2022-04,
"Liabilities—Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations," which
is intended to enhance the transparency surrounding the use of supplier finance programs. The guidance requires companies that use supplier
finance programs to make annual disclosures about the program's key terms, the balance sheet presentation of related amounts, the
confirmed amount outstanding at the end of the period and associated roll forward information. Only the amount outstanding at the end
of the period must be disclosed in interim periods. The guidance does not affect the recognition, measurement or financial statement presentation
of supplier finance program obligations. The Company adopted the guidance when it became effective on January 1, 2023, except for the
roll forward information, which is effective for fiscal years beginning after December 15, 2023. The Company does not have any supplier
finance programs and accordingly, the adoption did not have a material impact on the Company's consolidated financial statements,
and the Company does not believe the impact of adopting the roll-forward requirement in this accounting standard update will be material
to the consolidated financial statements.

 In October 2021, the FASB issued ASU No. 2021-08,
"Accounting for Contract Assets and Contract Liabilities from Contracts with Customers" (Topic 805). This ASU requires an
acquirer in a business combination to recognize and measure contract assets and contract liabilities (deferred revenue) from acquired
contracts using the revenue recognition guidance in Topic 606. At the acquisition date, the acquirer applies the revenue model as if it
had originated the acquired contracts. For the Company, the new guidance is effective for fiscal years beginning after December 15, 2023,
including interim periods within those fiscal years. Adoption of the ASU should be applied prospectively. Early adoption is also permitted,
including adoption in an interim period. Adoption of the ASU did not impact the Company's consolidated financial statements.

 In June 2022, the FASB issued ASU 2022-03, "Fair
Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions," which clarifies
that contractual sale restrictions are not considered in measuring fair value of equity securities and requires additional disclosures
for equity securities subject to contractual sale restrictions. The standard is effective for public companies for fiscal years beginning
after December 15, 2023. Adoption of the ASU did not impact the Company's consolidated financial statements.

 In November 2023, the FASB issued ASU 2023-07,
"Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures," which will add required disclosures of significant
expenses for each reportable segment, as well as certain other disclosures to help investors understand how the CODM evaluates segment
expenses and operating results. The new standard will also allow disclosure of multiple measures of segment profitability, if those measures
are used to allocate resources and assess performance. The amendments will be effective for public companies for fiscal years beginning
after December 15, 2023. Adoption of the ASU did not have a material impact the Company's financial position, results of operations
or cash flows.

 In December 2023, the FASB issued ASU 2023-09,
"Income Taxes (Topic 740): Improvements to Income Tax Disclosures," which requires disaggregated information about a reporting
entity's effective tax rate reconciliation as well as information on income taxes paid. The standard is intended to benefit investors
by providing more detailed income tax disclosures that would be useful in making capital allocation decisions. The standard will be effective
for public companies for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating
the impact of this accounting standard update on its consolidated financial statements.

 In November 2024, the FASB issued ASU 2024-03,
" Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of
Income Statement Expenses " ("ASU 2024-03"). The standard requires additional disclosure of certain costs and expenses
within the notes to the financial statements. The provisions of the standard are effective for annual reporting periods beginning after
December 15, 2026, and interim reporting periods beginning after December 15, 2027, with early adoption permitted. This accounting standards
update may be applied either prospectively or retrospectively. The Company is currently evaluating the impact of this accounting standard
update on its consolidated financial statements.

 F- 17

 NOTE 4. RECAPITALIZATION

 As discussed in Note 1, "Nature of Operations",
On December 12, 2023, ECD completed the business combination (the "Business Combination") contemplated by the merger agreement,
dated as of March 3, 2023 (the "Merger Agreement") by and among EFHT, Humble Imports Inc., d/b/a ECD Auto Design, a Florida
corporation ("Humble" or "ECD"), ECD Auto Design UK, Ltd., an England and Wales corporation (the "ECD UK"),
EFHAC Merger Sub, Inc., a Florida corporation ("Merger Sub") and wholly-owned subsidiary of EFHT, and Scott Wallace, as the
Securityholder Representative. The Merger Agreement was previously reported on the Current Report on Form 8-K filed by EFHT with the SEC
on March 6, 2023.

 At the Closing, pursuant to the terms of the Merger
Agreement and after giving effect to the redemptions of shares of EFHT Common Stock:

 the total consideration paid at the Closing (the "Merger Consideration") by EFHT to Humble security holders was 26,500,000 shares of Company Common Stock, 25,000 shares of Company Preferred Stock, a warrant to purchase 1,091,525 shares of Company Common Stock, and a warrant to purchase 15,819 shares of Company Preferred Stock, (the "Securities Consideration"), and a cash payment of $ 2,000,000 pro rata to the former security holders of Humble (the "Cash Consideration" and, collectively with the Securities Consideration, the "Merger Consideration");

 each share of Merger Sub common stock, par value $ 0.0001 per share ("Merger Sub Common Stock"), issued and outstanding immediately prior to the Effective Time was converted into one newly issued share of Company Common Stock of the Surviving Corporation.

 Following the filing of a Certificate of Merger
with the Florida Department of State, Merger Sub merged with and into Humble with Humble as the surviving corporation, effective December
12, 2023. Thus, Humble became a wholly-owned subsidiary of the Company. In connection with the Merger, the Company changed its name to
"ECD Automotive Design, Inc."

 Although EFHAC was the legal acquirer of ECD in
the merger, ECD is deemed to be the accounting acquirer, and the historical financial statements of ECD became the basis for the historical
financial statements of the Company upon the closing of the merger. ECD was determined to be the accounting acquirer based on evaluation
of the following facts and circumstances:

 ECD's existing stockholders have the greatest voting interest in the combined company;

 ECD's existing stockholders have the ability to control decisions regarding election and removal of directors and officers of the combined company;

 ECD is the larger entity in terms of substantive operations and employee base;

 ECD comprises the ongoing operations of the combined company; and

 ECD's existing senior management is the senior management of the combined company.

 In accordance with guidance applicable to these
circumstances, the equity structure has been restated in all comparable periods up to December 12, 2023, to reflect the number of shares
of the Company's common stock, $ 0.0001 par value per share, issued to ECD's stockholders in connection with the merger. As
such, the shares and corresponding capital amounts and earnings per share related to ECD's common stock prior to the merger have
been retroactively restated as shares reflecting the exchange ratio established in the merger.

 F- 18

 The following table reconciles the elements of
the Business Combination to the consolidated statement of changes in stockholders' deficit for the period ended December 31, 2023:

 Cash-trust and cash, net of redemptions

 $
 241,329

 Less: transaction expenses paid

 ( 241,329
)

 Net proceeds from the Business Combination

 —

 Less: recognition of SPAC closing balance sheet

 ( 762,710
)

 Reverse recapitalization, net

 $
 ( 762,710
)

 The number of shares of Common Stock issued immediately
following the consummation of the Business Combination were:

 EFHAC Class A common stock, outstanding prior to the Business Combination

 11,500,000

 Less: Redemption of EFHAC Class A common stock

 ( 11,477,525
)

 Class A common stock of EFHAC

 22,475

 EFHAC public rights shares outstanding

 1,437,500

 EFHAC founder shares outstanding

 2,875,000

 EFHAC private shares outstanding

 257,500

 EFHAC private rights shares outstanding

 32,187

 EFHAC shares issued to EF Hutton (underwriter) (1)

 750,000

 Business Combination shares

 5,374,662

 ECD Shares

 26,500,000

 Common Stock immediately after the Business Combination

 31,874,662

 (1)
 Excludes 25,000 shares granted to Ben Piggott which were issued in January 2024, and recorded as a share issuance liability in other payable on the consolidated balance sheet at December 31, 2023.

 The number of ECD shares was determined as follows:

 ECD Shares

 ECD
 Shares after
 conversion
 ratio

 Class A Common Stock (before Defender SPV shares)

 24,000,000

 Public and private placement warrants

 The 11,500,000 Public Warrants issued at the time
of EFHAC's initial public offering and 257,500 warrants issued in connection with private placement at the time of EFHAC's
initial public offering (the "Private Placement Warrants") remained outstanding and became warrants for the Company (see Note
13).

 Redemption

 Prior to the closing of the Business Combination,
certain EFHAC public shareholders exercised their right to redeem certain of their outstanding shares for cash, resulting in the redemption
of 11,477,525 shares of EFHAC Class A common stock for an aggregate payment of $ 37,261,500.

 F- 19

 NOTE 5. BNMC CONTINUATION CARS LLC BUSINESS COMBINATION

 On April 3, 2024, the Company entered into an
Asset Purchase Agreement (the "Original Asset Purchase Agreement") with BNMC Continuation Cars LLC, an Oklahoma limited liability
company and David W. Miller II (collectively "Sellers"), that was subsequently amended on April 24, 2024 Amended and Restated
Asset Purchase Agreement (the A&R Asset Purchase Agreement").The Company agreed to purchase certain assets relating to vehicle
builds, including the trademark "Brand New Muscle Car" (the "Purchased Assets") from Sellers in exchange for up
to $ 1.25 million. The price for the Purchased Assets under the A&R Asset Purchase Agreement is to be equal to $ 950,000 plus an additional
$ 300,000, for up to 3 additional new vehicle builds the Sellers refers to the Company that are accepted by the Company on or before June
24, 2024 (the "A&R Purchase Price"). The A&R Purchase Price is to be paid to Seller by the issuance of such number
of shares of Common Stock equal to (a) the A&R Purchase Price divided by (b) the closing price of the Common Stock on the five-month
anniversary of the closing date (the "Consideration Shares"). The A&R Purchase Price is to be paid by the Company to the
Sellers by the issuance of the Consideration Shares within three (3) business days of the five-month anniversary of the closing date.

 On April 24, 2024, ECD entered into an Amended
and Restated Asset Purchase Agreement (the A&R Asset Purchase Agreement") with Sellers, pursuant to which the Company agreed
to purchase certain assets relating to vehicle builds, including the trademark "Brand New Muscle Car" (the "Purchased
Assets") from Sellers in exchange for up to $ 1.25 million. The price for the Purchased Assets under the A&R Asset Purchase Agreement
shall be equal to $ 950,000 plus up to an additional $ 300,000, in increments of $ 100,000, for each new vehicle build the Sellers can refer
to the Company that are actually accepted by the Company on or before June 24, 2024 (the "A&R Purchase Price"). The A&R
Purchase Price will be paid to Seller by the issuance of such number of shares of Common Stock equal to (a) the A&R Purchase Price
divided by (b) the closing price of the Common Stock on the five month anniversary of the closing date (the "Consideration Shares").
The A&R Purchase Price will be paid by the Company to the Sellers by the issuance of the Consideration Shares within three (3) business
days of the five month anniversary of the closing date. The closing of the transactions contemplated by A&R Asset Purchase Agreement
are subject to customary representations, warranties, covenants and closing conditions.

 On April 24, 2024, following the satisfaction
or waiver of closing conditions, the Company and Sellers closed the transactions contemplated by the A&R Asset Purchase Agreement.
In connection with the closing of the A&R Asset Purchase Agreement, the Company and the Sellers executed and delivered the following
agreements: (1) the IP Assignment Agreement, dated April 24, 2024, by and between Sellers, as assignors, and ECD, as assignee (the "IP
Assignment Agreement"), (2) the Trademark License Agreement, dated April 24, 2024, by and between ECD, as licensor and Sellers,
as licensees (the "Trademark License Agreement"), and (3) Consulting Agreement, dated April 24, 2024, by and between ECD,
as the company and BNMC Films LLC, a wholly owned subsidiary of David W. Miller II, as the contractor (the "Consulting Agreement").
The additional $ 300,000 of consideration was fully earned by June 24, 2024.

 On August 11, 2024, the Company and the Sellers
entered into an Amendment (the "Amendment") to the A&R Asset Purchase Agreement, pursuant to which the parties acknowledged
that the Sellers have satisfied all conditions to the A&R Asset Purchase Agreement to fix the aggregate purchase price at $ 1,250,000
payable through the issuance of 1,250,000 shares of the Company's common stock valued at $ 1.00 per share. Pursuant to the Amendment
the Company issued the 1,250,000 shares of the Company's common stock to David W. Miller II in full satisfaction of the Company's
obligation to pay the Purchase Price as set forth in the A&R Asset Purchase Agreement.

 The assets acquired under the A&R Asset Purchase
agreement were accounted for as a business combination under FASB ASC Topic 805 Business Combinations. The Company utilized acquisition
method under ASC 805-10-05-4 to account for the business combination. The purchase price was allocated as follows:

 Consideration shares (1)

 $
 1,250,000

 Transaction costs

 87,062

 Total purchase consideration

 1,337,062

 Less: Cash deposits

 ( 137,116
)

 Inventory

 ( 27,964
)

 Deferred revenue

 137,116

 Total purchase consideration to be allocated

 1,309,098

 Less: fair value of intangible asset

 18,000

 Goodwill

 $
 1,291,098

 (1)
 Includes $ 950,000 of consideration shares and an additional $ 300,000 of consideration that was 100 % probable at the time of close.

 Fair value

 Useful life

 Brand name

 $
 18,000

 Less: accumulated amortization

 ( 6000
)

 Barnd name, net

 12,000

 F- 20

 NOTE 6. INVENTORIES

 Inventories consisted of the following:

 2024

 2023

 Inventory – work in progress

 $
 4,480,440

 $
 1,494,795

 Inventory – work in progress shipping and consumables

 640,675

 373,979

 Inventory – work in progress labor

 699,087

 421,880

 Resale inventory

 931,990

 1,110,620

 Overhead allocated to inventory

 596,707

 458,258

 Finished goods

 3,832,907

 5,748,234

 Total inventory

 $
 11,181,806

 $
 9,607,766

 NOTE 7. PREPAID AND OTHER CURRENT ASSETS

 Prepaid and other current assets consisted of
the following:

 2024

 2023

 Prepaid expenses

 $
 213,914

 $
 34,006

 Advances to employees

 $
 3,970

 —

 Other

 $
 21,980

 —

 $
 239,864

 $
 34,006

 NOTE 8. PROPERTY AND EQUIPMENT

 Property and equipment consisted of the following:

 2024

 2023

 Computer equipment

 $
 12,740

 $
 10,636

 Office furniture

 36,163

 36,412

 Manufacturing equipment

 659,974

 647,875

 Vehicles

 61,360

 456,360

 Building improvements

 3,092

 —

 773,329

 1,151,283

 Less: accumulated depreciation

 ( 289,451
)

 ( 238,186
)

 $
 483,878

 $
 913,097

 Depreciation expense related to the Company's
property and equipment was $ 120,791 and $ 123,762 for the years ended December 31, 2024 and 2023, respectively, which were included in
the accompanying consolidated statements of operations.

 F- 21

 NOTE 9. LEASES

 Prior to 2022, the Company entered into several
lease renewal agreements with landlord whereby the Company agreed to lease office space in Kissimmee, Florida. All of these lease renewal
agreements expired during the year ended December 31, 2022. The leases had rental payments from $ 1,423 per month to $ 2,801 per month.

 On August 11, 2021, the Company entered into a
lease agreement, whereby the Company agreed to lease office space in Kissimmee, Florida for a term of 137 months following the lease
commencement date. The lease commencement date was not identified until July 15, 2022 when the Company entered into the First Amendment
to the original lease agreement, pursuant to which the commencement date would be July 1, 2022. The Company will owe monthly rental payments
ranging from $ 6,512 to $ 50,039 over the term of the lease.

 The Company also has a five-year lease in the
UK for office space expiring December 16, 2026. The Company will owe monthly rental payments ranging from $ 3,092 to $ 3,401 over the term
of the lease.

 On March 23, 2023, the Company entered into a
lease agreement, whereby the Company agreed to lease warehouse space I Kissimmee, Florida for a term of 37 months following the lease
commencement date beginning on or about of March 26, 2023. The Company will owe monthly rental payments ranging from $ 5,844 to $ 6,171
over the term of the lease. The Company recorded right-to-use asset and lease liability of $ 196,796 using the Company's incremental
borrowing rate of 6.3 % at December 31, 2023.

 The Company's commercial properties are
subject to Common Are Maintenance ("CAM") charges, which represent the tenant's pro-rata share of the operating expenses
incurred by the landlord in the operation of the buildings. These expenses include, but are not limited to, property taxes, insurance
premiums, utilities for common areas, maintenance and service agreements and supplies and materials used in the operation and maintenance
of the property, cost of repairs and enhancements to common areas, owner's association fees, and cost of capital improvements or
modifications only if the capital improvements reduce operating costs. The Company's share of the CAM is paid by the Company as
additional rent based on the landlord's written estimate of the CAM for the following year. Within 150 days following the end of
each calendar year the landlord provides a statement to the Company reconciling the estimated CAM expenses for the year to the actual
costs incurred.

 Maturity analysis under the lease agreements are
as follows:

 Total

 2025

 $
 575,360

 2026

 535,719

 2027

 492,318

 2028

 508,885

 2029 and beyond

 2,765,250

 4,877,532

 Less: present value discount

 ( 1,150,349
)

 Lease liability

 $
 3,727,183

 Lease expense for the years ended December 31,
2024 and 2023 was $ 601,113 and $ 591,588, respectively.

 F- 22

 Qualitative information regarding the Company's
leases is as follows:

 The Years Ended

 2024

 2023

 Lease expenses

 Operating lease expenses

 $
 601,113

 $
 591,588

 Variable and other lease costs

 44,728

 5,395

 Total lease cost

 $
 645,841

 $
 596,983

 Other information

 Cash paid for the amounts included in the measurement of lease liabilities for operating leases:

 Operating cash flows

 $
 557,703

 $
 506,783

 Weighted-average remaining lease term (in years):

 Operating leases

 8.59

 9.53

 Weighted-average discount rate:

 Operating leases

 6.3
 %

 6.3
 %

 NOTE 10. ACCRUED EXPENSES

 Accrued expenses consisted of the following:

 2024

 2023

 Accrued commission

 $
 —

 $
 6,000

 Accrued interest

 578,456

 113,000

 Accrued bonuses

 —

 150,000

 Accrued expenses, other

 161,036

 131,859

 Warranty reserve

 529,129

 89,430

 Accrued payroll

 417,977

 289,406

 $
 1,686,598

 $
 779,695

 NOTE 11. OTHER PAYABLE

 Other payable consisted of the following:

 2024

 2023

 PPG payable (as defined below)

 $
 61,676

 $
 167,042

 Income tax payable

 1,115,559

 1,115,559

 Share issuance liability

 150,000

 250,000

 Other

 36,987

 17,262

 $
 1,364,222

 $
 1,549,863

 On February 1, 2022, the Company entered into
an Exclusive Supplier Agreement with a third party, pursuant to which the third party issues a pre-bate in the amount of $ 277,642 to the
Company in exchange for the Company's commitment to make purchases of the third party's products in the amount of $ 1,506,349
("PPG Payable"). The Company used the$ 277,642 as working capital or otherwise in the operation of the Company's collision
center business. The outstanding balance on the PPG payable was $ 61,676 and $ 167,042 recorded as other payable in the accompanying consolidated
balance sheet as of December 31, 2024 and 2023 respectively.

 F- 23

 NOTE 12. LOAN PAYABLE

 On December 15, 2021, the Company entered into
a Letter of Credit Agreement with a third party, pursuant to which the Company borrowed $ 500,000 from the third party bearing no interest
and due on December 15, 2023. As additional consideration for the loan, the Company agreed to pay the third party an amount equal to 20 %
of the Company's gross profits in connection with the Company's resales commissions during the term of the agreement. See
"Management's Discussion and Analysis of Financial Condition and Results of Operations of ECD – Other Income and Expenses
– Resale Commissions Income". As of December 31, 2022, the Company had accrued $ 6,000 of commission to be paid to such third
party (see Note 7).

 The loan balance outstanding as of December 31,
2022, was $ 500,000. The loan was repaid on December 12, 2023, in connection with the closing of the Business Combination.

 Loan and Security Agreement

 In connection with ECD's PIPE Financing,
on September 28, 2023, ECD entered into a loan and security agreement (the "Loan and Security Agreement") with Context Credit
Holdings, LP ("Edge") for a $ 10,000,000 revolving credit facility (the "Edge Facility"). Under the Edge Facility,
Edge will make borrowing base advances against ECD's accounts receivables, up to a limit of 90 % of eligible accounts receivable
as determined according to the Loan and Security Agreement. The Edge Facility has a two-year term, subject to renewal at Edge's
discretion. The advances will bear interest at a per annum rate equal to (a) the Base Rate plus (b) 7.00 %; the "Base Rate"
means the greater of (i) 6.50 % and (ii) the Wall Street Journal Prime Rate (floating with daily resets) as publicly announced to be in
effect from time to time. Pursuant to the Loan and Security Agreement, ECD may at any time terminate the Edge Facility with 60 days'
prior written notice. ECD has agreed with the Lender under the SPA that, by the closing date for the issuance of the Note, it will either
have (i) delivered an irrevocable notice to terminate the Loan and Security Agreement or (ii) entered into an intercreditor agreement
with Edge and the Collateral Agent (as defined in the SPA).

 The Edge Facility is secured by a blanket lien
on all corporate assets, including a perfected first-priority lien on and security interest in all ECD's assets, including accounts
receivables, inventory, equipment, real estate, contracts, general intangibles, and proceeds thereof. Also, each of the ECD Initial Securityholders
has entered into a personal guaranty with Edge with respect to the Edge Facility.

 In September 2023, October 2023, November 2023,
and December 2023, the Company drew an aggregate of $ 2,718,24 on the Loan and Security Agreement. On December 12, 2023, in connection
with the closing of the Business Combination, the outstanding balance on the Loan and Security Agreement was paid in full.

 Securities Purchase Agreement

 On October 6, 2023 the Company entered into a
Securities Purchase Agreement (the "SPA") with an institutional Lender (the "Lender") pursuant to which the Company
issued to the Lender a senior secured convertible note (the "December 2023 Convertible Note") in exchange for a loan in the
principal amount of $ 15,819,209. The December 2023 Convertible Note shall accrue interest at an annual rate equal to the Prime Interest
rate plus 5 % per annum which is payable monthly in cash, or upon the Company's option, in securities of the Company provided certain
conditions are met at the increased interest rate of the Prime Interest rate plus 8 % per annum. The Company is required to pay a late
charge of 12 % per annum ("Late Charges") on any amount of principal or other amounts that are not paid when due. The December
2023 Convertible Note is convertible into shares of the Company's common stock, par value $ 0.0001 per share at the option of the
Lender at a conversion price of $ 10.00 per share, subject to a one-time downward adjustment on the effective date of the registration
statement providing for the resale of the common stock issuable upon conversion of the December 2023 Convertible Note to a conversion
price equal to the prior 5-day volume weighted average price, subject to a floor of $ 6.00. The conversion price is subject to a downward
adjustment if the Company issues equity in the future at a price less than $ 10.00, except for equity issued in connection with certain
strategic acquisitions. The conversion price is also subject to a downward adjustment if the Company fails to satisfy certain performance
conditions set forth in the December 2023 Convertible Note. Upon the Lender's conversion, the conversion amount shall be equal to
 115 % of the principal amount to be converted under the December 2023 Convertible Note plus any accrued and unpaid interest and accrued
and unpaid Late Charges on such principal and interest, if any (the "Conversion Rate"). Lender's ability to convert
the December 2023 Convertible Note into shares of common stock is subject to a 4.99 % blocker, such that Lender cannot convert the Convertible
Note into shares of common stock to the extent it will make the Lender a beneficial owner of more than 4.99 % of the common stock. The
Company has the option to prepay the December 2023 Convertible Note, upon thirty (30) business day written notice, by paying the product
of the 20 % redemption premium multiplied by the greater of (i) the conversion amount to be redeemed and (ii) the product of (x) the Conversion
Rate with respect to the conversion amount to be redeemed multiplied by (y) the greatest closing sale price of the Company's common
stock on any trading day immediately preceding such notice of redemption and the date the Company makes the entire payment required.

 F- 24

 The December 2023 Convertible Note has a maturity
date of December 12, 2026 and will rank senior to all outstanding and future indebtedness of the Company and its subsidiaries. The December
2023 Convertible Notes are secured by a first priority perfected security interest in all the existing and future assets of the Company
and its direct and indirect subsidiaries, including a pledge of all of the capital stock of each of the subsidiaries. The December 2023
Convertible Note also provides that the Company and its subsidiaries execute a guaranty (the "Guaranty") to guaranty the obligations
under the December 2023 Convertible Note and the Security Agreement, that all insider stockholders of the common stock shall execute a
lock-up agreement (the "Lock-Up Agreement") restricting their sale of the common stock until six months after the registration
statement registering the shares of common stock underlying the December 2023 Convertible Note is declared effective and a joinder agreement
(the "Joinder Agreement") pursuant to which the Company and its Subsidiaries agree and consent to be parties to the Security
Agreement.

 On August 9, 2024, the Company entered into a
SPA with the Lender pursuant to which the Company issued to the Lender a senior secured convertible note (the "August 2024 Convertible
Note") in exchange for a loan in the principal amount of $ 1,154,681. The August 2024 Convertible Note has the same terms and conditions
as the December 2023 Convertible Note.

 Certain events of default under the December 2023
Convertible Note and the Series A Convertible Preferred Stock have occurred based on the following: the Company's failure to have
its resale registration statement on Form S-1 declared effective by the SEC within sixty (60) days of December 12, 2023, the financial
statements of the Company's subsidiary for the years ended December 31, 2022 and 2021 and the quarterly periods ended March 31,
2023, June 30, 2023, and September 30, 2023 were required to be restated, the fact that the Company did not file its Annual Report on
Form 10-K for the year ended December 31, 2023 (the "Form 10-K") within two (2) trading days of the filing due date of the
Form 10-K and the Company did not file its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023 (the "Form
10-Q") within two (2) trading days of the filing due date of the Form 10-Q. The Convertible Note and the Series A Convertible Preferred
Stock each provide for certain remedies based upon the occurrence of an event of default. As a result of the default the lender under
the Convertible Note who is also the holder of the Series A Convertible Preferred Stock calculated default interest on the Convertible
Note of an additional 8 % of the principal balance outstanding for seventeen (17) days in May 2024 and an additional 8 % of the principal
balance outstanding for thirty (30) days in June 2024 (the "Default Interest"). The total Default Interest calculated for
the three months ended June 30, 2024 was $ 165,233 in the aggregate. The lender has agreed to treat the Default Interest as paid-in-kind
interest ("PIK interest") and the accrued Default Interest was added to the principal balance of the Convertible note on July
1, 2024. In addition, under the terms of the December 2023 Convertible Note and the August 2024 Convertible Note, the Company has accrued
default interest from the period from the date the company failed to have its resale registration statement on Form S-1 declared effective
by the SEC in February 2024 through September 30, 2024, excluding the period for which the Lender calculated the Default Interest, in
the amount of $ 660,292 (the "Additional Default Interest"). Pursuant to the execution of the August 2024 Convertible Note,
the Lender agreed to waive the pre-existing events of default that occurred under the December 2023 Convertible Note and as a result,
the company recognized a gain on forgiveness of payable of $ 319,900 in the consolidated statements of operations.

 The December 2023 Convertible Note includes an
original issue discount of $ 2,148,217 and debt issuance costs of $ 3,088,883. The August 2024 Convertible Note includes an original issue
discount of $ 287,212 and debt issuance costs of $ 95,000. For the year ended December 31, 2024 and 2023, the Company recorded $ 753,904
and $ 29,433, respectively, of amortization expense of the debt discount and $ 1,042,141 and $ 42,901, respectively, of amortization expense
of the debt issuance costs in the consolidated statement of operations. As of December 31, 2024 and 2023, accrued interest on the December
2023 Convertible Note and the August 2024 Convertible Note, including the Additional Default Interest, was $ 569,419 and $ 113,000, respectively,
as included with accrued expenses on the accompanying condensed consolidated balance sheets. See Note 11.

 F- 25

 The table below summarizes the outstanding Convertible Note as of December
31, 2024 and 2023:

 2024

 2023

 Principal value of Convertible Note (1)

 $
 17,836,864

 $
 15,819,209

 Debt discount, net of amortization (2)

 ( 3,750,932
)

 ( 5,164,765
)

 Convertible Note payable

 $
 14,085,932

 $
 10,654,444

 (1)
 Includes $ 16,644,699 and $ 15,819,209 of principal for the December 2023 Convertible Note as of December 31, 2024 and 2023, respectively and $ 1,192,165 and $ 0 of principal for the August 2024 Convertible Note as of December 31, 2024 and 2023, respectively.

 (2)
 Includes $ 3,419,065 and $ 5,164,765 of debt discount for the December 2023 Convertible Note as of December 31, 2024 and 2023, respectively and $ 331,867 and $ 0 of debt discount for the August 2024 Convertible Note as of December 31, 2024 and 2023, respectively.

 Floor Plan Payable

 On May 15, 2024, the Company entered into a loan
agreement for up to $ 1.5 million ("Floor Plan Financing") with an institutional lender. The Floor Plan Financing represents
financing arrangements to facilitate the Company's purchase of used and trade in vehicles. All Floor Plan Financing are collateralized
by the inventory purchased. These payables become due when the Company sells the vehicle. The interest rate is prime rate plus 3 %. Interest
on outstanding floor plan payable balances are due and payable on the 15 th of each month. The outstanding balances on Floor
Plan Financings as of December 31, 2024, was $ 1,212,000. Floor Plan Financing interest expense for the year ended December 31, 2024, 2024
was $ 68,057. There was no interest expense for the year ended December 31, 2023.

 The table below presents the disaggregation of
interest expense for the years ended December 31, 2024 and 2023:

 Year ended
 2024

 Year ended
 2023

 Contractual interest expense

 $
 3,459,439

 $
 561,095

 Debt discount amortization

 753,904

 49,433

 Debt issuance cost amortization

 1,042,141

 42,901

 Finance costs and other

 14,920

 -

 Total

 $
 5,270,404

 $
 653,429

 NOTE 13. WARRANT LIABILITIES

 As part of the Senior Secured Convertible Note,
entered on December 12, 2023, the Company issued warrants to Defender SPV, LLC where each whole warrant entitles the holder to purchase
one share of the Company's common stock at an exercise price of $ 11.50 per share (the "Common Share Warrants"). Simultaneously
on December 12, 2023, with the issuance of the Series A Convertible Preferred Stock, Company issued warrants (the "Preferred Shares
Warrants") where each warrant allows the holder to purchase one share of the Company's Series A Preferred Stock at $ 17.58
per share. As of December 31, 2024 and 2023, there were 1,271,198 Common Share Warrants and 15,819 Preferred Share Warrants outstanding
and 1,091,525 Common Share Warrants and 15,819 Preferred Share Warrants outstanding, respectively.

 F- 26

 The Common Share warrants expire on the seventh
anniversary of the issuance date provided that (x) if the Holder fails to acquire at least $ 14 million in aggregate principal amount of
Senior Secured Convertible Notes at or prior to the Business Combination Closing, or (y) if a Holder Optional Redemption (as defined below)
occurs prior to the time of consummation of the Business Combination, the Common Share Warrant would automatically terminate and be null
and void. At any time after the tenth (10 th) Business Day prior to the Maturity Date, any Holder may require the Company to
redeem (a "Maturity Redemption") all or any number of Preferred Shares held by such Holder at a purchase price equal to 100 %
of the Conversion Amount of such Preferred Shares.

 Once the Common Share Warrants become exercisable,
the Company may redeem the outstanding warrants:

 in whole and not in part;

 upon written notice of redemption given after the warrants become exercisable to each warrant holder; and

 At any time on or after the initial date on which either (i) the shares of Common Stock of the Company are registered after the 1934 Act or (ii) any publicly traded common equity (or equivalent security) of any Successor Entity (or Parent Entity, as applicable) are issued in exchange for the Common Stock in the applicable Business Combination or other similar transaction (such applicable entity, the "Successor Public Company"), in either case, whether as a result of a public offering, Business Combination, recapitalization reorganization or otherwise (the "Public Company Date") but not after 11;59 p.m., New York time, on the Expiration Date.

 The Preferred Share Warrants expire on the eighteen
(18) month anniversary of the date of the Business Combination (or such later date as extended by written consent of the Company and the
Holder.

 Once the Preferred Share Warrants become exercisable,
the Company may redeem the outstanding warrants:

 in whole and not in part;

 upon written notice of redemption given after the warrants become exercisable to each warrant holder; and

 At any time on or after the later of (x) the Issuance Date and (y) the date all of the Initial Preferred Shares have been converted in full, but not after 11:59 p.m., New York Time, on the Expiration Date.

 The Common Share Warrants and the Preferred Share
Warrants are recognized as derivative liabilities in accordance with ASC 805. Accordingly, the Company recognized the warrant instruments
as liabilities at fair value as of the issuance date with the offsetting entry to debt discount. The carrying value of the instruments
will be adjusted to fair value through other income (expense) on the consolidated statement of operations at each reporting period until
they are exercised. As of December 31, 2024 and 2023, the fair value of the Common Share Warrants and the Preferred Share Warrants liabilities
are presented within warrant liabilities on the consolidated balance sheet.

 F- 27

 NOTE 14. FAIR VALUE MEASUREMENTS

 The Company accounts for certain assets and liabilities
at fair value and classifies these assets and liabilities within the fair value hierarchy (Level 1, Level 2, or Level 3).

 Assets and liabilities subject to fair value measurements
are as follows:

 As of December 31, 2024

 Level 1

 Level 2

 Level 3

 Total

 Liabilities

 Warrant liabilities – Common Share Warrants

 $
 -

 $
 -

 $
 486,495

 $
 486,495

 Warrant liabilities – Preferred Share Warrants

 -

 -

 Derivative Liability

 -

 -

 313,191

 313,191

 Total liabilities

 $
 -

 $
 -

 $
 799,749

 $
 799,749

 As of December 31, 2023, As Restated

 Level 1

 Level 2

 Level 3

 Total

 Liabilities

 Warrant liabilities – Common Share Warrants

 $
 -

 $
 -

 $

 $

 Warrant liabilities – Preferred Share Warrants

 -

 -

 -

 -

 Derivative Liability

 -

 -

 2,724

 2,724

 Total liabilities

 $
 -

 $
 -

 $
 29,007

 $
 29,007

 The Common Share Warrants and the Preferred Share
Warrants were valued using a Black-Scholes option pricing model utilizing assumptions related to the contractual terms of the instruments,
estimated volatility of the price of the Common Stock and current interest rates.

 The following table provides quantitative information
regarding Level 3 fair value measurements for Common Share Warrants and Preferred Share Warrants as of December 31, 2024.

 Preferred
 Share
 2024

 Common
 Share
 2024

 Exercise price

 $
 17.58

 $
 11.50

 Share price

 $
 0.96

 $
 0.96

 106,26

 %

 106.26
 %

 Expected life

 1.00

 4.95

 4.16
 %

 4.38
 %

 Dividend yield

 -

 -

 F- 28

 The following table provides quantitative information
regarding Level 3 fair value measurements for Common Share Warrants and Preferred Share Warrants as of December 31, 2023.

 Preferred
 Share
 2023

 Common
 Share
 2023

 Exercise price

 $
 17.58

 $
 11.50

 Share price

 $
 1.23

 $
 1.23

 40.65
 %

 40.65
 %

 Expected life

 1.00

 5.95

 4.01
 %

 4.01
 %

 Dividend yield

 -

 The following table presents a summary of the
changes in the fair value of the Private Warrants and Representative's Warrants, a Level 3 liability, measured on a recurring basis.

 Common Share
 Warrants

 Preferred Share
 Warrants

 Liability

 Fair value as of December 31, 2022

 $
 -

 $
 -

 $
 -

 Initial measurement, December 31, 2023

 -

 Fair value as of December 31, 2023, as restated

 -

 Initial measurement, August 9, 2024

 26,551

 -

 26,551

 Change in fair value

 433,661

 433,725

 Fair value as of December 31, 2024

 $
 486,495

 $

 $
 486,559

 The conversion upon the event of default derivative
liability of the Convertible Promissory Note was valued using a Black Scholes option pricing model terms related to the terms of the Convertible
Promissory Note (see Note 12), estimated volatility of the price of the Common Stock and current interest rates.

 The following table provides quantitative information
regarding Level 3 fair value measurements for the conversion upon the event of default derivative liability as of December 31, 2024.

 December 2023
 Note
 2024

 August 2024
 Note
 2024

 Exercise price

 $
 10.00

 $
 10.00

 Share price

 $
 0.96

 $
 0.96

 106.26
 %

 106.26
 %

 Expected life

 1.95

 4.95

 4.16
 %

 4.38
 %

 Dividend yield

 -

 -

 F- 29

 The following table provides quantitative information
regarding Level 3 fair value measurements for the conversion upon the event of default derivative liability as of December 31, 2023.

 2023

 Exercise price

 $
 10.00

 Share price

 $
 1.23

 40.65
 %

 Expected life

 2.95

 4.01
 %

 Dividend yield

 -

 The following table presents a summary of the
changes in the fair value of the conversion upon the event of default derivative liability, a Level 3 liability, measured on a recurring
basis.

 Derivative
 liability

 Fair value as of December 31, 2022

 $
 -

 Initial measurement, December 31, 2023

 2,724

 Fair value as of December 31, 2023, as restated

 2,724

 Initial measurement, August 9, 2024

 105,980

 Change in fair value

 204,487

 Fair value as of December 31, 2024

 $
 313,191

 There was no derivative liability as of December 31, 2022.

 NOTE 15. INCOME TAXES

 Historically, ECD was an S Corporation and as
such, the Company was not directly liable for income taxes for federal purposes. As of the date of the Business Combination (December
2023), the operations of the Company ceased to be taxed as an S Corporation resulting in a change in tax status for federal and state
income tax purposes. This change in tax status requires immediate recognition of any deferred tax assets or liabilities as of the transaction
date as the Company will now be directly liable for income taxes. The recognition of these initial deferred balances, if any, would be
recorded as an additional tax expense in the period of the transaction. In addition, the Company will accrue current and deferred tax
expense based on ongoing activity from that date.

 The components of the provision (benefit) for
income taxes were as follows (in thousands):

 For the

year ended

2024

 For the

year ended

2023

 Deferred:

 Federal

 $

 656,193

 $

 ( 656,193

)

 State and local

 181,862

 ( 181,862

)

 Foreign

 -

 ( 127,915

)

 Total deferred provision (benefit)

 ( 965,970

)

 Change in valuation allowance

 -

 127,915

 Total provision (benefit) for income taxes

 $

 $

 ( 838,055

)

 F- 30

 The effective tax rate differs from the statutory tax rates as follows
(in thousands):

 For the

year ended

2024

 For the

year ended

2023

 Tax at statutory federal rate

 21.00

 %

 21.00

 %

 Change in fair value of warrant liabilities

 ( 0.99

)%

 -

 %

 Change in fair value of conversion option

 ( 0.47

)%

 -

 %

 Other permanent items

 ( 1.19

)%

 -

 %

 State income tax

 3.66

 %

 5.39

 %

 Change in tax status

 -

 %

 9.11

 %

 Foreign tax rate differential

 0.13

 %

 0.77

 %

 Valuation allowance

 ( 31.25

)%

 ( 4.80

)%

 Other

 -

 %

 ( 0.04

)%

 Provision (benefit) for income taxes

 ( 9.11

)%

 31.43

 %

 Deferred income tax assets and liabilities result
primarily from temporary differences in the recognition of various expenses for tax and financial statement purposes, and from the recognition
of the tax benefits of net operating loss carryforwards.

 The components of the deferred income tax assets
and liabilities were as follows (in thousands):

 2024

 2023

 Deferred tax assets:

 Net operating losses and tax credit carry-forward

 $
 2,466,781

 $
 708,879

 Lease liabilities

 944,389

 1,024,083

 Organizational start-up costs

 341,540

 176,689

 Allowance for doubtful accounts

 1,997

 -

 Bonus accrual

 -

 38,017

 Inventory reserve

 3,246

 Warranty reserve

 110,424

 22,666

 Charitable contribution

 -

 OID on convertible notes

 123,254

 6,414

 Intangibles

 1,318

 -

 Gross deferred tax asset

 $
 3,993,256

 $
 1,976,848

 Less valuation allowance

 ( 3,005,895
)

 ( 127,915
)

 Net deferred tax asset

 $
 987,361

 $
 1,848,933

 Deferred tax liabilities:

 Depreciation expense

 $
 115,514

 $
 57,417

 Right of use assets

 862,758

 953,461

 Goodwill

 9,089

 -

 Total deferred tax liability

 $
 987,361

 $
 1,010,878

 Net deferred tax asset (liability)

 $
 -

 $

 As of December 31, 2024 and 2023, the Company
had federal net operating losses of approximately $ 8.9 million and $ 2.3 million, respectively, and state net operating loss carryforwards
of approximately $ 8.9 million and $ 2.3 million, respectively. As of December 31, 2024 and 2023, the Company had foreign net operating
loss carryforwards of approximately $ 0 and $ 0.5 million, respectively. The federal, state and foreign net operating loss carryforwards
generated in the tax years 2024 and 2023 will never expire. Certain Net Operating Losses in these jurisdictions are not subject to expiration.
Utilization of the net operating loss carryforwards may be subject to an annual limitation according to Section 382 of the Internal
Revenue Code of 1986 as amended, and similar provisions.

 ASC 740, Income Taxes, requires a valuation
allowance to reduce the deferred tax assets reported if, based on the weight of the evidence, it is more likely than not that some portion
or all of the deferred tax assets will not be realized. After consideration of all of the evidence, the Company has recorded a valuation
allowance against all its Federal, state and foreign deferred tax assets at December 31, 202, because management has determined it is
more likely than not that the Company will be unable to recognize the benefits of its net deferred tax assets. At December 31, 2023, the
Company only recorded a valuation allowance against its foreign deferred tax assets because management has determined that it is more
likely than not that the Company will recognize the benefits of its federal and state deferred tax assets, but not for its foreign deferred
tax assets, primarily due to its lack of revenue generating operations since inception.

 The Company recognizes interest accrued to unrecognized
tax benefits and penalties as income tax expense. The Company accrued total penalties and interest of $ 0 during the years ended December
31, 2024 and 2023 and in total, as of December 31, 2024 and 2023 has recognized penalties and interest of $ 0.

 F- 31

 As of December 31, 2024 and 2023, the Company
has not recorded an amount of gross unrecognized tax benefits for uncertain tax positions for the current or prior year planned tax filing
positions. No unrecognized tax benefits are applicable for prior periods.

 The Company files tax returns as prescribed by
the tax laws of the jurisdictions in which they operate. In the normal course of business, the Company is subject to examination by federal
and foreign jurisdictions where applicable based on the statute of limitations that apply in each jurisdiction. As of December 31,
2024, the open tax years are December 31, 2023, 2022, and 2021.

 The Company has no open tax audits with any taxing
authority as of December 31, 2024.

 The Company actively monitors domestic and global
tax law changes to account for the effects in the period the legislation is enacted, as applicable.

 NOTE 16. REDEEMABLE PREFERRED STOCK

 The Company is authorized to issue 20,000,000
shares of preferred stock with a par value of $ 0.0001 per share. At December 31, 2023 there were 25,000 shares of preferred stock issued
and outstanding. On August 30, 2024, the holders of 18,500 shares of preferred stock converted such shares for 1,850,000 shares of common
stock and as of December 31, 2024, there were 6,500 shares of preferred stock issued and outstanding. In January 2025, the conversion
of such preferred shares was reversed by the Company's transfer agent and the holder was issued 18,500 shares of preferred stock
(See Note 18). The 6,500 shares represent Series A Convertible Preferred Stock (discussed below). The Series A Convertible Preferred Stock
shall rank senior to all shares of Common Stock, and to all other classes or series of capital stock with respect to the preferences as
to dividends, distributions and payments upon the liquidation, dissolution and winding up of the Company.

 Dividend Rights

 From and after the first date of issuance of any
initial shares of Series A Convertible Preferred Stock (the "Initial Issuance Date") and prior to the date of the initial
exercise of the Preferred Warrants (the "Initial Preferred Warrant Exercise Date"), unless a triggering event has occurred
and is continuing, holders of Series A Convertible Preferred Stock shall not be entitled to dividends. From and after the Initial Preferred
Warrant Exercise Date, dividends on the Series A Convertible Preferred Stock shall commence accruing and shall be computed on the basis
of a 360-day year and twelve 30-day months and shall be payable in arrears for on the first trading day of each fiscal quarter (each,
an "Dividend Date"). Dividends shall be payable on each Dividend Date, to each record holder of Series A Convertible Preferred
Stock on the applicable Dividend Date, in shares of Common Stock ("Dividend Shares") so long as there has been no Equity Conditions
Failure; provided however, that the Company may, at its option following notice to each holder, pay dividend on any Dividend Date in cash
("Cash Dividend") or in a combination of Cash Dividend and Dividend Shares.

 Liquidation Preference

 In the event of a liquidation, dissolution or
winding-up of the Company, whether voluntary or involuntary, the stockholders of Series A Convertible Preferred Stock shall be entitled
to receive in cash out of the assets of the Company, whether from capital or from earnings available for distribution to its stockholders
(the "Liquidation Funds"), before any amount shall be paid to the holders of any of shares of junior stock, but pari passu
with any parity stock then outstanding, an amount per share of Series A Convertible Preferred Stock equal to the sum of (i) the Black
Scholes Value (as defined in the Common Warrants) with respect to the outstanding portion of all Common Warrants held by such holder (without
regard to any limitations on the exercise thereof) as of the date of such event and (ii) the greater of (A) 125 % of the Conversion Amount
(as defined below) of such Series A Convertible Preferred Stock on the date of such payment and (B) the amount per share such holder would
receive if such holder converted such Series A Convertible Preferred Stock into Common Stock immediately prior to the date of such payment,
provided that if the Liquidation Funds are insufficient to pay the full amount due to the holders and holders of shares of parity stock,
then each holder and each holder of parity stock shall receive a percentage of the Liquidation Funds equal to the full amount of Liquidation
Funds payable to such holder and such holder of parity stock as a liquidation preference, in accordance with their respective certificate
of designations (or equivalent), as a percentage of the full amount of Liquidation Funds payable to all holders of Series A Convertible
Preferred Stock and all holders of shares of parity stock.

 Conversion and Redemption Rights

 At any time after the Business Combination, each
stockholder shall be entitled to convert any portion of the outstanding Series A Convertible Preferred Stock held by such stockholder
into validly issued, fully paid and non-assessable shares of Common Stock. The number of shares of Common Stock issuable upon conversion
of any Series A Convertible Preferred Stock shall be determined by dividing (i) the Conversion Amount (as defined in the Certificate of
Designation) of such Series A Convertible Preferred Stock by (y) $ 10.00 (subject to adjustments). A stockholder's ability to convert
Series A Convertible Preferred Stock into shares of Common Stock is subject to a 4.99 % blocker, such that a stockholder cannot convert
Series A Convertible Preferred Stock into shares of Common Stock to the extent it will make the stockholder a beneficial owner of more
than 4.99 % of the Common Stock.

 F- 32

 The stockholders of Series A Convertible Preferred
Stock have redemption rights upon the occurrence of a Triggering Event (as defined in the Certificate of Designation). The Company has
the right to redeem all or any part of Series A Convertible Preferred Stock then outstanding.

 Voting and Other Preferred Rights

 Holders of Series A Convertible Preferred Stock
shall have no voting rights, except as required by law (including without limitation, the DGCL) and as expressly provided in the Certificate
of Designations.

 NOTE 17. STOCKHOLDERS' DEFICIT

 Common stock — The Company
is authorized to issue 1,000,000,000 shares of common stock with a par value of $ 0.0001 per share. At December 31, 2024
and 2023, there were 36,199,662 shares outstanding including the 1,850,000 shares of common stock that were converted from 18,500
shares of preferred stock in August 2024. In January 2025, the conversion of such preferred shares was reversed by the Company's
transfer agent (See Note 18). As of December 31, 2023, there were 31,874,662 shares of common stock issued and outstanding. Each share
of Common Stock has one vote and has similar rights and obligations.

 On October 11, 2023, ECD closed the transaction
memorialized in the Securities Purchase Agreement, dated October 6, 2023 (the "Humble SPA") by and between ECD and Defender
SPV LLC (the "Investor") pursuant to which ECD agreed to issue to the Investor (i) 39,000 shares of Series A Convertible Preferred
Stock of the Company convertible into shares of ECD Common Stock; (ii) 1,100,000 shares of ECD Common Stock; (iii) a warrant to acquire
 1,091,525 additional shares of ECD Common Stock; and (iv) a warrant to acquire 15,819 shares of ECD Series A Preferred Stock, for a purchase
price equal to $ 300,000.

 In advance of the Business Combination Closing,
 the Investor provided the Company a Conversion Notice to convert 14,000 shares of its Humble Series A Convertible Preferred Stock into
1,400,000 shares of common stock of Humble ("Humble Common Stock"). Following the Lender's conversion of 14,000 shares
of Humble Series A Convertible Preferred Stock, the Lender held 25,000 shares of Humble Series A Convertible Preferred Stock and an aggregate
of 2,500,000 shares of Humble Common Stock.

 Common Stock Issuances

 On August 8, 2024, the Company entered into a
subscription agreement with Theodore Duncan (the "Second Investor") pursuant to which the Company agreed to issue to the Second
Investor 1,000,000 shares of common stock and 100,000 warrants for an aggregate subscription price of $ 1,000,000.

 On August 11, pursuant to the satisfaction of
the terms in the Original Asset Purchase Agreement the Company issued 1,250,000 shares of common stock.

 On August 30, 2024, the holders of 18,500 shares
of Series A Convertible Preferred Stock redeemed such shares for 1,850,000 shares of common stock.

 On December 27, 2024, the Company issued 300,000
shares of Common Stock to Defender SPV LLC pursuant to the securities purchase agreement and the August 2024 Convertible Note.

 F- 33

 Warrants — As part of EFHAC's
initial public offering ("IPO"), EFHAC issued warrants to third-party investors where each whole warrant entitles the holder
to purchase one share of the Company's common stock at an exercise price of $ 11.50 per share (the "Public Warrants").
Simultaneously with the closing of the IPO, EFHAC completed the private sale of warrants where each warrant allows the holder to purchase
 one share of the Company's common stock at $ 11.50 per share. At December 31, 2024 and 2023, there are 11,500,000 Public Warrants
and 257,500 Private warrants outstanding.

 The Public Warrants and the Private Warrants expire
on the fifth anniversary of the Business Combination or earlier upon redemption or liquidation and are exercisable commencing 30 days
after the Business Combination, provided that the Company has an effective registration statement under the Securities Act covering the
shares of common stock issuable upon exercise of the warrants and a current prospectus relating to them is available (or the Company permits
holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement) and registered, qualified
or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder.

 Once the Public Warrants become exercisable, the
Company may redeem the outstanding Public Warrants:

 in whole and not in part;

 at a price of $ 0.01 per warrant;

 upon not less than 30 days' prior written notice of redemption to each warrant holder; and

 if, and only if, the reported last reported sale price of the Class A ordinary shares for any 20 trading days within a 30 -trading day period ending three business days before the Company sends the notice of redemption to the warrant holders (the "Reference Value") equals or exceeds $ 18.00 per share.

 The Company accounts for the 11,757,500 warrants
issued in connection with the IPO in accordance with the guidance contained in ASC 815. Such guidance provides that the warrants described
above are not precluded from equity classification. Equity-classified contracts are initially measured at fair value (or allocated value).
Subsequent changes in fair value are not recognized as long as the contracts continue to be classified in equity.

 On August 8, 2024, the Company entered into a
subscription agreement with Second Investor pursuant to which the Company issued 100,000 warrants (the "Duncan Warrants").
The Duncan Warrants have a termination date of August 8, 2026, and are exercisable at any time on or after the issue date. The Company
accounts for the Duncan Warrants in accordance with the guidance contained in ASC 815. Such guidance provides that the warrants are not
precluded from equity classification. Equity-classified contracts are initially measured at fair value (or allocated value). Subsequent
changes in fair value are not recognized as long as the contracts continue to be classified in equity.

 Share-based Compensation

 The Company has adopted the Equity Incentive Plan,
which plan was approved by stockholders at the Special Meeting. The purposes of the Plan is to promote the interests of the Company and
the stockholders of Company by providing (i) executive officers and other employees of the Company and its Subsidiaries (as defined below),
(ii) certain consultants and advisors who perform services for the Company and its Subsidiaries and (iii) non-employee members of the
Board with appropriate incentives and rewards to encourage them to enter into and continue in the employ and service of the Company and
to acquire a proprietary interest in the long-term success of the Company, as well as to reward the performance of these individuals in
fulfilling their personal responsibilities for long-range and annual achievements. Eligible individuals under the Plan may receive awards
of Options, Stock Appreciation Rights, Restricted Stock or Restricted Stock Units, Performance Awards and Other Stock-Based Awards.

 The maximum number of shares reserved for the
grant of awards under the Plan shall be 400,000. No recipient under the Plan may be awarded more than 100,000 shares in any calendar year,
and the maximum number of shares underlying awards of Options and Stock Appreciation Rights that may be granted to an Award Recipient
in any calendar year is 100,000.

 The authority to manage the operation of and administer
the Plan shall be vested in a committee (the "Committee"), which shall have all the powers vested in it by the terms of the
Plan, including exclusive authority to select the participants to the Plan; to make awards; to determine the type, size, terms and timing
of the awards (which need not be uniform); to accelerate the vesting of awards granted pursuant to the Plan, including upon the occurrence
of a change of control of the Company; to prescribe the form of the award agreement; to modify, amend or adjust the terms and conditions
of any award; to adopt, alter and repeal such administrative rules, guidelines and practices governing the Plan as it shall, from time
to time, deem advisable; to interpret the terms and provisions of the Plan and any award issued pursuant to the Plan. The Committee shall
be selected by the Board of Directors and shall consist solely of non-employee directors within the meaning of Rule 16b-3 that are outside
directors within the meaning of Code Section 162(m).

 Grants may be made under the Plan through the
tenth (10th) anniversary of the date it is adopted by the Board and approved by the Committee. Awards outstanding as of the date of termination
of the Plan shall not be affected or impaired by the termination of the Plan.

 F- 34

 As of December 31, 2024, no awards were granted
under the Equity Incentive Plan. Each of its four non-employee directors were expected to receive a one-time grant of stock options to
purchase up to 15,000 shares of Common Stock, exercisable at a purchase price which shall be equal to 110 % of the price per share of the
Common Stock at the Closing Date. In addition, in the first quarter of 2024 the Company entered into a consulting agreement whereby it
issued 100,000 fully paid up non-forfeitable shares of restricted common stock. The shares were issued in the three months ended June
30, 2024 All shares of Company restricted common stock will be subject to a 12-month lock-up period from the time of issuance.

 In February 2024, the Company entered into a one-year
consulting agreement (the "Agreement") with an investor relations firm for the purposes of developing, implementing and maintaining
an ongoing stock market support system for the Company with the general objective of expanding awareness in the Company. In connection
with this agreement, the Company has committed to pay $ 14,500 per month for the first four months of service and $ 12,500 per month thereafter.
The Company also issued 100,000 shares of restricted Company common stock on May 9, 2024. All shares of Company restricted Company common
stock will be subject to a 12-month lock up from the time of issuance. The agreement also provides for incentive shares as follows:

 If within six (6) months of the Effective Date of the Agreement, investors hold 2.5 million or more shares of Company common stock as a result of the investor relations firm introductions, the Company will issue 25,000 shares of restricted Company common stock to the investor relation firm with in ten (10) days of achieving such milestone.

 If within six (6) months of the Effective Date of the Agreement, investors hold 5.0 million or more shares of Company common stock as a result of the investor relations firm introductions, the Company will issue 25,000 shares of restricted Company common stock to the investor relation firm with in ten (10) days of achieving such milestone.

 If within six (6) months of the Effective Date of the Agreement, investors hold 10.0 million or more shares of Company common stock as a result of the investor relations firm introductions, the Company will issue 25,000 shares of restricted Company common stock to the investor relation firm with in ten (10) days of achieving such milestone.

 If within nine (9) months of the Effective Date of the Agreement the ten (10) day Volume Weighted Average Price ("VWAP") of Company common stock equals or exceeds $ 1.90 per share, the Company will issue 50,000 shares of restricted Company common stock to the investor relations firm within ten (10) days of achieving such milestone. All VWAP calculations shall exclude a ten (10) day trading period following any publicly announced M&A transaction.

 If within twelve (12) months of the Effective Date of the Agreement the ten (10) day Volume Weighted Average Price ("VWAP") of Company common stock equals or exceeds $ 3.90 per share, the Company will issue 50,000 shares of restricted Company common stock to the investor relations firm on the twelve (12) month anniversary of the Effective Date. All VWAP calculations shall exclude a ten (10) day trading period following any publicly announced M&A transaction.

 For the year ended December 31, 2024, the Company
recognized $ 59,149 for the 100,000 share issuance of fully paid up and non-forfeitable shares at a weighted average grant date fair value
of $ 0.59, and $ 22,810 for the incentive shares with market conditions, based on a weighted average grant date fair value of $ 0.31 per
share for the 50,000 shares in Tranche 1 and $ 0.15 per share for the 50,000 shares in Tranche 2. The fair value of the shares issued was
determined utilizing level 2 inputs including the Company's stock price and incorporating a discount for lack of marketability due
to the lock-up period. The fair value of the incentive shares with market conditions was determined by utilizing a Monte Carlo simulation
model with Level 2 inputs. The key inputs are presented in the table below:

 Valuation as of February 13, 2024

 Initial shares

 Tranche 1

 Tranche 2

 Stock price

 $
 0.8

 $
 0.8

 $
 0.8

 97.1
 %

 97.1
 %

 97.1
 %

 Remaining term

 0.75

 1.00

 1.00

 5.03
 %

 4.87
 %

 4.87
 %

 On June 11, 2024, the Company entered into a marketing
service agreement (the "Marketing Service Agreement") with an advisory firm. In connection with the Marketing Service Agreement,
the Company agreed to pay the advisory firm $ 100,000 worth of shares of the Company's common stock. The advisory services commenced
on June 12, 2024 (the "Effective Date"). The number of shares issued was based on the closing price of the Company's
common stock on the Effective Date. For the year ended December 31, 2024, the Company has recorded $ 100,000 of equity compensation expense
included in general and administrative expenses in the accompanying statements of operations.

 F- 35

 NOTE 18. RELATED PARTY TRANSACTIONS

 Related Party Policy

 EFHT's Code of Ethics requires it to avoid,
wherever possible, all related party transactions that could result in actual or potential conflicts of interests, except under guidelines
approved by the Board (or the audit committee). The Code of Ethics defines related party transactions as transactions in which (i) the
aggregate amount involved will or may be expected to exceed $ 120,000 in any calendar year, (ii) EFHT or any of EFHT's subsidiaries
is a participant, and (iii) any (A) executive officer, director or nominee for election as a director, (B) greater than 5% beneficial
owner of shares of Common Stock, or (C) immediate family member, of the persons referred to in clauses (A) and (B), has or will have a
direct or indirect material interest (other than solely as a result of being a director or a less than 10% beneficial owner of another
entity). A conflict of interest situation can arise when a person takes actions or has interests that may make it difficult to perform
his or her work objectively and effectively. Conflicts of interest may also arise if a person, or a member of his or her family, receives
improper personal benefits as a result of his or her position.

 EFHT's audit committee, pursuant to its
written charter, is responsible for reviewing and approving related party transactions to the extent that EFHT enters into such transactions.
All ongoing and future transactions between EFHT and any of EFHT's officers and directors or their respective affiliates will be
on terms believed by EFHT to be no less favorable to EFHT than are available from unaffiliated third parties. Such transactions will require
prior approval by EFHT's audit committee and a majority of EFHT's uninterested "independent" directors, or the
members of the Board who do not have an interest in the transaction, in either case who had access, at EFHT's expense, to EFHT's
attorneys or independent legal counsel. We will not enter into any such transaction unless EFHT's audit committee and a majority
of EFHT's disinterested "independent" directors determine that the terms of such transaction are no less favorable to
EFHT than those that would be available to EFHT with respect to such a transaction from unaffiliated third parties. Additionally, EFHT
requires each of EFHT's directors and executive officers to complete a directors' and officers' questionnaire that elicits
information about related party transactions.

 These procedures are intended to determine whether
any such related party transaction impairs the independence of a director or presents a conflict of interest on the part of a director,
employee or officer.

 Certain Transactions of ECD

 Beginning on January 5, 2021, ECD entered into
a verbal agreement with Overland Auto Transport Inc d/b/a Luxury Automotive Transport ("TransportCo"), a company which is
 100 % owned by Ashley Humble, Thomas Humble's father, and has ECD as its only customer. Thomas Humble, an officer and director of
ECD, and Elliot Humble, and officer of ECD, are both directors of TransportCo, however they receive no compensation for their services
to TransportCo. TransportCo assists ECD with the intermediation of transportation services for ECD's products, by locating providers
of and booking the required services. TransportCo offers ECD competitive pricing for its services. The total payments to TransportCo under
this agreement were $ 103,308 and $ 196,425 in 2024 and 2023, respectively. On September 27, 2023, we entered into a written agreement with
TransportCo (the "TransportCo Agreement") covering the services TransportCo provides to ECD and the compensation paid for
such services.

 The following table shows the Company's
expenses incurred with related parties and the relationship:

 Year Ended December 31

 Relationship

 2024

 2023

 Luxury Automotive Transport, Inc.

 Company owned by stockholder's relative

 $
 103,308

 $
 196,425

 British Food Stop

 Company owned by stockholders' relative

 50,096

 16,336

 Total expenses, net

 $
 153,404

 $
 212,761

 F- 36

 NOTE 19. COMMITMENTS AND CONTINGENCIES

 We record a liability when we believe that it
is both probable that a liability has been incurred and the amount can be reasonably estimated. Significant judgment is required to determine
both probability and the estimated amount. We review these provisions at least quarterly and adjust these provisions to reflect the impact
of negotiations, settlements, rulings, advice of legal counsel, and updated information.

 From time to time in the ordinary course of business,
the Company may be subject to various claims, charges, and litigation. At December 31, 2024 and 2023, the Company did not have any pending
claims, charges or litigation that were expected to have a material adverse impact on its financial position, results of operations or
cash flows.

 Agreement with One Drivers Club

 As previously disclosed in ECD's Current
Report on Form 8-K filed on December 6, 2024, on December 3, 2024, ECD announced that it entered into agreements One Drivers Club in furtherance
of the ECD's retail strategy. Specifically, on November 14, 2024, ECD entered into a Strategic Partnership Agreement (the "ODC
Agreement") and a Usage Agreement (the "Usage Agreement") with Member Hubs Palm Beach, LLC ("One Drivers Club")
to launch ECD's first retail showroom in West Palm Beach, Florida. One Drivers Club is the premier destination for automotive enthusiasts
who view their vehicles as not just machines, but drivers of their lifestyles. With facilities located in Bedford, NY, Chicago, IL, West
Palm Beach, FL, and Seattle WA, One Drivers Club redefines luxury car care through unparalleled concierge storage and full-service collection
management. Beyond exceptional car care, One Drivers Club is a community-a place where like-minded drivers connect over shared passions
and Members celebrate the art and prestige of driving, collecting, and owning remarkable vehicles. The ODC Agreement, entitles ECD to
use a portion of One Drivers Club's facility in West Palm Beach, Florida (the "ODC Premises") for the operation of an
ECD showroom for ECD vehicles and sale of ECD vehicles, subject to the terms of the Usage Agreement. Pursuant to the ODC Agreement, One
Drivers Club grants to ECD a non-exclusive, royalty-free, fully paid up, non-transferable and terminable right and license to use the
marks designated by One Drivers Club, and ECD grants to One Drivers Club, a non-exclusive, royalty-free, fully paid up, non-transferable
and terminable right and license to use the marks designated by ECD, for the limited purpose of the operation of the ECD showroom and
for the limited purpose of the operation of the ECD showroom and advertisement of ECD and the ECD Automobiles. Pursuant to the Usage Agreement,
(i) ECD shall pay One Drivers Club base rent of $ 225,000 per annum payable monthly, subject to 4 % annual increases for each subsequent
year for use of the ODC Premises; (ii) for a term of five ( 5) years; (iii) One Drivers Club, at ECD's cost and expense, shall complete
the interior build-out ("Build-Out") of the ODC Premises in accordance with the plans and subject to the terms set forth in
the Usage Agreement; (iv) u pon the completion of the demolition of the ODC Premises in connection with the Build-Out (the "Deposit
Date"), ECD shall issue One Drivers Club 725,000 unrestricted shares of ECD capital stock (the "ODC Shares"); provided,
however, that if the value of the ODC Shares is less than $ 500,000 as of 5:00 pm ET on the Deposit Date, ECD shall issue to One Drivers
Club that certain number of additional unrestricted shares of ECD capital stock such that the aggregate value of the ODC Shares together
with the additional unrestricted shares of ECD capital stock is equal to or greater than $ 500,000; and (v) ECD shall deposit with One
Drivers Club $ 125,000 (the "Build-Out Deposit") in cash. The Build-Out Deposit shall be held in a non-interest bearing segregated
account and shall be utilized to satisfy any outstanding Build-Out payment obligations incurred by One Drivers Club not first satisfied
from the sale of the ODC Shares and upon the completion of the Build-Out, as reasonably determined by ECD, and the satisfaction of all
Build-Out payment obligations, One Drivers Club shall return the balance of the Build-Out Deposit, if any, to ECD.

 Relationship with Ten Easy Street

 On December 12, 2024, ECD signed with Ten Easy
Street of Nantucket ("TES"), a concept showroom, showhouse and gathering space, to expand ECD's retail presence and
showcase its one-of-one vehicles as part of their curated creative lifestyle brands, furnishings and social opportunities.

 TES has agreed to showcase the Company's
custom vehicles in the designated parking spots located at TES from April 1, 2025 to December 31, 2025 (the "Showcase Term").
The Company will pay TES $ 75,000 for the Showcase Term. TES will also promote the Company's vehicles on all marketing channels during
the Showcase Term the Company will provide TES with an affiliate link that corresponds to the vehicles shown on TES's platform.
TES will receive $ 5,000 for all sales made through the affiliate link.

 F- 37

 NOTE 20. SEGMENT

 ASC Topic 280, "Segment Reporting,"
establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic
areas, and major customers. Operating segments are defined as components of an enterprise that engage in business activities from
which it may recognize revenues and incur expenses, and for which separate financial information is available that is regularly evaluated
by the Company's chief operating decision maker, or group, in deciding how to allocate resources and assess performance.

 The Company's chief operating decision maker
("CODM") has been identified as the Chief Executive Officer who reviews the assets, liabilities, operating results, and financial
metrics for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management
has determined that there is only one reportable segment.

 The CODM assesses performance for the single segment
and decides how to allocate resources based on net income or loss that also is reported on the statement of operations as net income or
loss. The measure of segment assets and liabilites is reported on the balance sheet as total assets and total liabilities. When evaluating
the Company's performance and making key decisions regarding resource allocation, the CODM reviews several key metrics included
in net income or loss, total assets and total liabilities, which include the following:

 2024

 2023,

 Inventory

 $
 11,181806

 $
 9,607,766

 Deferred revenue

 $
 11,802,825

 $
 16,190,861

 Year Ended December 31,

 2024

 2023,

 Revenue, net

 $
 25,165,733

 $
 19,492,606

 Less: Cost of goods sold

 19,277,786

 14,969,683

 Gross Profit

 5,887,947

 4,522,923

 NOTE 21. SUBSEQUENT EVENTS

 Subsequent events have been evaluated through
April 15, 2025, which represents the date the financial statements were available to be issued, and no events, other than disclosed below
have occurred through that date that would impact the financial statements.

 Additional Financings from Defender SPV LLC

 As previously disclosed in ECD's Current
Report on Form 8-K filed on January 14, 2025, on January 8, 2025, the Company entered into a securities purchase agreement (the "January
2025 SPA") with the Lender pursuant to which the Lender agreed to waive the pre-existing events of default that occurred under the
August Note and the Company Preferred Stock and the Company agreed to execute and deliver to the Lender a senior secured convertible note
(the "January 2025 Note"), in exchange for a loan in the principal amount of $ 1,724,100.

 The January 2025 SPA also provides that in connection
with the January 2025 Note, the Company will also issue to the Lender at no additional cost 500,000 shares of Common Stock and a warrant,
dated January 13, 2025, to purchase 398,364 shares of Common Stock at an exercise price of $ 11.50 per share (the "Common Share Warrant").

 F- 38

 Reversal of Series A Convertible Preferred
Stock Conversion

 In January 2025 the conversion of the 18,500 shares
of Series A Convertible Preferred Stock into 1,850,000 shares of common stock was reversed by the Company's transfer agent due to
the terms of the agreement that a stockholder's ability to convert Series A Convertible Preferred Stock into shares of Common Stock
is subject to a 4.99 % blocker, that precluded the stockholder from converting its Series A Convertible Preferred Stock into shares of
Common Stock to the extent it will made the stockholder a beneficial owner of more than 4.99 % of the Common Stock.

 Business Loan and Security Agreement

 On February 20, 2025, the Company entered into
a Business Loan and Security Agreement with Agile Lending, LLC (the "Lending Lender") pursuant to which the Company received
a term loan from the Lending Lender in the principal amount of $ 1,575,000 (the "Loan"). The Loan shall be prepaid through
thirty (30) equal weekly payments of principal and interest in the aggregate amount of $ 74,550 commencing March 3, 2025 and ending September
22, 2025. During the term the Loan shall accrue interest of $ 661,500. The principal amount of the Loan included an administrative agent
fee of $ 75,000 which was paid to the Collateral Agent out of the Loan.

 Consulting Agreement

 On February 20, 2025 (the "Effective Date"),
the Company entered into a consulting agreement with an advisor (the "Advisor") for business advisory services, guidance on
growth strategies, and networking with its contacts on a non-exclusive basis for general business purposes. Pursuant to the consulting
agreement the Company will issue 236,000 shares of the Company's common stock to the Advisor on the Effective Date.

 Loan Agreement

 On April 4, 2025, the Company entered into a new
business loan and security agreement with an effective date of April 4, 2025 (the "New Loan Agreement") by and among an investor
(the "New Lender"), a collateral agent (the "Collateral Agent"), the Company and its subsidiary, Humble Imports
Inc., pursuant to which the Company received a term loan from the New Lender in the principal amount of $ 1,824,300 (the "New Loan").
The New Loan shall be repaid through sixty-nine (69) equal weekly payments of principal and interest in the aggregate amount of $ 35,693
per week commencing on April 15, 2025 and ending August 4, 2026 (the "Term"). During the Term, the New Loan shall accrue interest
in the aggregate amount of $ 638,505. The New Loan included an administrative expense fee of $ 40,000 and a lender's legal fee of
$ 35,000, which sum was netted out of the New Loan. The New Loan is secured by all properties, rights and assets of the Company and Collateral
Agent is designated as the collateral agent under the New Loan Agreement.

 The net proceeds of the New Loan were used to
pay off the Agile Loan in the discounted amount of $ 1,749,300, including principal and interest. Accordingly, the Agile Loan is paid off
and satisfied.

 F- 39

 SIGNATURES

 Pursuant to the requirements of Section 13 or
15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

 Date: July 15, 2025

 ECD Automotive Design, Inc.

 /s/
 Scott Wallace

 Name:

 Scott Wallace

 Title:

 Chief Executive Officer

 (Principal Executive Officer)

 /s/
 Benjamin Piggott

 Name:

 Benjamin Piggott

 Title:

 Chief Financial Officer

 (Principal Financial and Accounting Officer)

 Pursuant to the requirements of the Securities
Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and
on the dates indicated.

 SIGNATURE

 TITLE

 DATE

 /s/
 Scott Wallace

 Chief Executive Officer
 and Director

 July

 Scott Wallace

 (principal executive
 officer)

 /s/ Benjamin
 Piggott

 Chief Financial Officer

 July

 Benjamin Piggott

 (principal financial
 and accounting officer)

 /s/ Emily
 Humble

 Chief Product Officer
 and Director

 July

 Emily Humble

 /s/ Patrick
 Lavelle

 Director

 July

 Patrick Lavelle

 /s/ Robert
 Machinist

 Director

 July

 Robert Machinist

 /s/ Thomas
 Wood

 Director

 July

 Thomas Wood

 271824 271824 271824 271824 10626 11181806 0001922858 true FY

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