UNITED STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington, D.C. 20549

 FORM 10-K

 (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

 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 April 14, 2025, there were a total of 35,385,662
shares of the registrant's common stock issued and outstanding.

 DOCUMENTS INCORPORATED BY REFERENCE

 None.

 ECD Automotive Design, Inc.

 Annual Report on Form 10-K

 Year Ended December 31, 2024

 Item 1.

 Business

 Item 1A.

 Risk Factors

 Item 1B.

 Unresolved Staff Comments

 Item 1C.

 Cyber Security

 Item 2.

 Properties

 Item 3.

 Legal Proceedings

 Item 4.

 Mine Safety Disclosures

 Item 5.

 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item 6.

 [Reserved]

 Item 7.

 Management's Discussion and Analysis of Financial Condition and Results of Operations

 Item 7A.

 Quantitative and Qualitative Disclosures About Market Risk

 Item 8.

 Financial Statements and Supplementary Data

 Item 9.

 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 Item 9A.

 Controls and Procedures

 Item 9B.

 Other Information

 Item 9C.

 Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 Item 10.

 Directors, Executive Officers and Corporate Governance

 Item 11.

 Executive Compensation

 Item 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item 13.

 Certain Relationships and Related Transactions, and Director Independence

 Item 14.

 Principal Accounting Fees and Services

 Item 15.

 Exhibit and Financial Statement Schedules

 Item 16.

 Form 10-K Summary

 i

 INTRODUCTORY NOTES

 Use of Terms

 Except as otherwise indicated
by the context and for the purposes of this report only, references in this report to "we," "us," "our,"
and "the Company" are to ECD Automotive Design, Inc., a Delaware corporation, and its consolidated subsidiaries. In addition,
in this annual report:

 " Business Combination " refers to the transactions contemplated by the Merger Agreement, which closed on December 12, 2023.

 " Closing Date " refers to December 12, 2023, the date on which the Business Combination is consummated.

 " Closing " refers to the closing of the transactions contemplated under the Merger Agreement.

 " Common Stock " refers to our common stock, par value $0.0001.

 " Charter " refers to the Second Amended and Restated Certificate of Incorporation, which took effect upon the Closing.

 " Common Shares Warrants " refers to our 1,091,525 Common Shares Warrants held by Defender SPV LLC entitling the holder to purchase shares of our common stock, par value $0.0001 at $11.50 per share of common stock.

 " Convertible Note " means the offering of senior secured convertible notes of ECD with an aggregate principal funding equal to $15,819,209, in a private placement immediately prior to consummation of the Business Combination pursuant to the definitive agreements, dated October 6, 2023, by and among EFHT and the Lender.

 " ECD " or the " Company " refers to ECD Automotive Design, Inc., a Delaware corporation, formerly known as EF Hutton Acquisition Corporation I prior to the closing of the Business Combination.

 " EF Hutton " refers to EF Hutton LLC.

 " EFHT " refers to EF Hutton Acquisition Corporation I, a Delaware corporation, now known as ECD Automotive Design, Inc. after the closing of the Business Combination.

 " Exchange Act " refers to the Securities Exchange Act of 1934, as amended.

 " Humble " refers to Humble Imports, Inc d/b/a ECD Auto Design, a Florida corporation.

 " Initial Shareholders " refers to the shareholders of EFHT immediately prior to the IPO.

 " IPO " refers to the initial public offering of 11,500,000 units of EFHT consummated on September 13, 2022, including the 1,500,000 units after the full exercise of the over-allotment option on September 8, 2022.

 " Merger Agreement " refers to
 that certain Agreement and Plan of Merger, dated March 3, 2023, by and among EF Hutton Acquisition Corporation I, Humble Imports Inc,
 d/b/a ECD Auto Design, a Florida corporation, ECD Auto Design UK, Ltd., an England and Wales corporation, EFHT Merger Sub, Inc., a Florida
 corporation, and Scott Wallace, as the Securityholder Representative, amended on October 14, 2023.

 " Preferred Shares Warrants " refers to our 15,189 Preferred Shares Warrants held by Defender SPV LLC entitling the holder to purchase shares of our preferred stock, par value $0.0001 at $1,000 per share of preferred stock.

 " Securities Act " refers to the Securities Act of 1933, as amended.

 " Sponsor " refers to EF Hutton Partners LLC.

 " underwriters " refers to EF Hutton and Craig-Hallum Capital Group, the underwriters in the IPO.

 " US Dollars," " $ " and " USD$ " refer to the legal currency of the United States.

 " U.S. GAAP " refers to accounting principles generally accepted in the United States.

 " Warrants " refers to the issued and outstanding warrants of ECD which entitle the holder to purchase one share of Common Stock at an exercise price of $11.50 per share.

 ii

 Special Note Regarding Forward-Looking Statements

 This report contains forward-looking
statements that are based on our management's beliefs and assumptions and on information currently available to us. All statements
other than statements of historical facts are forward-looking statements. These statements relate to future events or to our future financial
performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity,
performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed
or implied by these forward-looking statements. Forward-looking statements include, but are not limited to, statements about:

 our goals and strategies;

 our future business development, financial condition and results of operations;

 expected changes in our revenue, costs or expenditures;

 growth of and competition trends in our industry;

 our expectations regarding demand for, and market acceptance of, our products;

 our expectations regarding our relationships with investors, institutional funding partners and other parties with whom we collaborate;

 fluctuations in general economic and business conditions in the markets in which we operate; and

 relevant government policies and regulations relating to our industry.

 In some cases, you can identify
forward-looking statements by terms such as "may," "could," "will," "should," "would,"
"expect," "plan," "intend," "anticipate," "believe," "estimate,"
"predict," "potential," "project" or "continue" or the negative of these terms or other
comparable terminology. These statements are only predictions. You should not place undue reliance on forward-looking statements because
they involve known and unknown risks, uncertainties and other factors, which are, in some cases, beyond our control and which could materially
affect results. Factors that may cause actual results to differ materially from current expectations include, among other things, those
listed under Item 1A " Risk Factors " and elsewhere in this report. If one or more of these risks or uncertainties occur,
or if our underlying assumptions prove to be incorrect, actual events or results may vary significantly from those implied or projected
by the forward-looking statements. No forward-looking statement is a guarantee of future performance.

 In addition, statements that
"we believe" and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon
information available to us as of the date of this report, and while we believe such information forms a reasonable basis for such statements,
such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive
inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are
cautioned not to unduly rely upon these statements.

 The forward-looking statements
made in this report relate only to events or information as of the date on which the statements are made in this report. Except as expressly
required by the federal securities laws, there is no undertaking to publicly update or revise any forward-looking statements, whether
as a result of new information, future events, changed circumstances or any other reason.

 Trademarks, Trade Names and Service Marks

 We own or have rights to trademarks,
service marks and trade names that we use in connection with the operation of our business, including our corporate name, logos and website
names. Other trademarks, service marks and trade names appearing in this report are the property of their respective owners. Solely for
convenience, some of the trademarks, service marks and trade names referred to in this report are listed without the
and symbols, but we will assert, to the fullest extent under applicable law, our rights to our trademarks, service marks and trade
names. This report may include trademarks, service marks and trade names owned by us or other companies. All trademarks, service marks
and trade names included in this Annual Report are the property of their respective owners.

 iii

 ITEM 1. BUSINESS.

 History of ECD

 All our founders grew up in
England, around 40 miles from the Solihull plant, a car manufacturing factory at Lode Heath, Solihull, United Kingdom, where Land Rover
Defenders first started to be built. From an early age, our founders naturally developed their passion for such English vehicles. In 2012,
two of our founders moved to the United States, where they opened their specialized automotive dealership. In addition to commercializing
the Land Rover Defenders they were importing, the ECD founders, noticing that their passion was shared by a select class of consumers,
started investing long working hours on the customization of those vehicles in accordance with those consumers' individual tastes.
As a development of that initial entrepreneurial endeavor, ECD was founded on March 5, 2013, combining high quality classic vehicles with
custom, modern performance.

 Initially, ECD outsourced
some aspects of its production process, such as painting and upholstery. However, to achieve its ideal level of quality of its final products,
ECD restructured its internal processes to create and customize each vehicle from the ground up, taking control of each step of the production,
from sourcing the base vehicle to final quality control checks, bringing all the elements of production in-house.

 ECD

 Overview

 ECD is an award winning, custom-car
builder in the Restomod sector with a focus on classic motor vehicles of various models of both two-door and four-door styles. Among those
awards are the "Top 5 Restorations" award by The Robb Report in 2022. Our mission is to bring new life to iconic brands by
building fully-customized, 1-of-1 designs of these luxury vehicles – setting the customer in the center of the experience. We have
sought to become the world's best Land Rover customization and production facility since our start in 2013, aiming at producing
the most customized Land Rovers. In addition, the company customizes the Jaguar E-Type, Ford Mustang and Toyota FJ40.

 Our headquarters, known as
the "Rover Dome," is a 100,000-square-foot manufacturing facility located in Kissimmee, Florida, where one hundred (105) employees
are currently located, including 67 talented craftsmen and technicians, who combined hold sixty-six (66) certifications from the ASE,
and three (3) master level ASE certifications, one of the highest levels of certification a mechanic can receive. See "ECD's
Business–Our Strengths–ECD Team."

 We restore classic Land Rover
vehicles manufactured from the 1960's through to the late 1990's, including the Range Rover Classic, Land Rover Series (IIA
and III), Land Rover Defenders, and, since July 2022, Jaguar E-Types. Additionally, in 2024 we entered the Classic Ford Mustang market
as well as the Toyota FJ40 market. Occasionally we have restored other models from the same car manufacturers. The duration of a typical
process, from the point of initial contract signing through to delivery of the vehicle, is approximately 12 to 14 months. Our in-house
team of ASE-Certified highly trained technicians can upgrade any engine, including Chevrolet V8's, Land Rover V8's, Cummins
diesel engines and new electric drivetrains, performing all the necessary body work, drivetrain selection and installation, every stitch
in the interior, paint work, up to placement of the last nut and bolt. Our team provides clients with all the necessary tools to understand
all the available customization possibilities, and our master-certified technicians hand-build a completely restored vehicle in approximately
2,200 man-hours, replacing and customizing substantially all of its components: including the engine, color, seating, stitching, electronics
and cosmetic finishes.

 Currently, all the stages
of the building process are completed in-house. We refer to each rebuilt vehicle as a project, whose name is chosen by the customer. Since
the start of our operations, we have built over 600 projects, and we currently have (67) contracted projects in our pipeline. We currently
operate two production lines, the North Line, where we build Range Rover Classic, Land Rover Series (IIA and III) and Land Rover Defenders,
and the South Line, which commenced operation in July 2022 and is flexible in what it can deliver. In addition we have opened a division
called ECD Boutique, which focuses on higher selling price projects, such as Porsche 911s and Jaguar Low Drag E-Types, which are built
in a single bay rather than a production line.

 We target high net worth individuals,
who have large amounts of discretionary income and who tend to be less sensitive to underlying economic cyclicality, providing them with
a one-of-a kind luxury automotive design experience for each of our unique custom builds. We generate our revenue primarily from the direct
sales of customized vehicle, as well as by providing repair or upgrade services to customers. Recently we have begun to build a handful
of available-on-demand vehicles, for clients in the market for immediate delivery. Our ability to sell the on-demand units in a timely
manner will be enhanced in 2025 as we execute on our previously announced retail locations in West Palm Beach FL and Nantucket MA. We
also generate revenue from the sale of extended warranties and, we earn commissions on the resale of used vehicles. We had total revenue
of $25.1 million, $19.5million for the years ended December 31, 2024 and 2023, respectively. Additionally, we had a net loss $10.8
million and $1.2 million for the years ended December 31, 2024 and 2023 respectively. In 2024, we delivered a 23.4% gross margin, up 100
basis points from a year ago. This is substantially higher than the mass market automobile industry average (consisting of Honda, Toyota,
Volkswagen, Stellantis, General Motors and Ford) of 15.7% and on par with other luxury car manufacturers such as Ferrari, Aston Martin,
Porsche, Mercedes and BMW, who had gross margins of 50.1%, 40.8%, 26.4%, 19.6% and 17.0%, respectively. When our anticipated third production
line is operating at full capacity ( see " Information About ECD–Our Business–Our Strengths "), our
target is to have total annual revenues of between $70.0 million and $80.0 million, and a gross margin between 35.0% and 40.0%.

 In July 2021, two of our founders,
Emily Humble and Thomas Humble, opened ECD UK, a wholly-owned subsidiary of ECD, which acts as our UK logistic center and sources vehicles
that meet our standards and specific budget. ECD UK purchases such vehicles and ships them to ECD's facility in Florida. ECD UK
also assists in sourcing rare, obsolete and special parts required in ECD's build process. We fund, on a monthly basis, the costs
of those vehicles and parts, as well as ECD UK's operating expenses, including rent and payroll. ECD UK currently has four (4) employees
and one (1) sub-contractor in the UK. Our affiliation with ECD UK enables us to control our process from the sourcing of the base vehicles
to the delivery of the customized product to the customer. On June 7, 2023, we consummated the UK Contribution through a Stock Purchase
Agreement, dated June 7, 2023 (the "UK SPA"), by and between Emily Jayne Humble, ECD Auto Design UK, Ltd. and Humble Imports
Inc d/b/a ECD Auto Design. Pursuant to the UK SPA, ECD acquired 100% of the ordinary shares issued by ECD UK, and now ECD UK is a wholly
owned subsidiary of ECD. A copy of the UK SPA is attached as Exhibit 10.15.

 Our Successful Market Approach

 We have revolutionized the
luxury automotive sector by offering our clients a true passion luxury brand experience. The ECD client experience is unlike any other
customer experience in the sector and is one of the core reasons for our revenue compound annual growth rate of 37.7% over the past
three years. During this period of time, growth was driven by a 28% annual increase in units sold and a 9% annual increase in the average
selling price. This growth is also attributable to the underlying expansion in the sector and our decision to add new models and expand
our manufacturing capacity. The total time frame from the execution of the sales contract to delivery is from 12 to 14 months,
depending on the options and customization level selected by the client. ECD has established that, during the waiting period, the
client should have repeated and enjoyable contact with the company. This is not the norm in the automotive industry where, generally,
the waiting period is viewed as a negative down period. Accordingly, we developed a "white-glove" immersive experience, with
a CRM system that creates a client contact point every two weeks. At each of those contact points, the client is invited to make a design
decision about the custom build, ranging from exterior paint color all the way to the size and shape of the needle on the gauge
cluster. ECD is aware that its clients are not limited by their cash resources, but, as is typical in the automotive customization
sector, they are "choice-starved", with limited opportunity to contribute creatively to the design and build of their vehicles.
The ECD process removes this problem and gives the client a true one-of-one custom vehicle. The by-product of this journey and high level
of customization are the additional upgrades, which cost an average of $73,394, and may be as high as $150,000 over the $258,394 base
contract price per vehicle. ECD's upgrade options also deliver higher margins, which improves the gross profit per vehicle.
ECD has successfully taken the problem of the typical waiting period for a luxury vehicle and created a high-end immersive client
experience, while driving revenue and margins with a high return on investment on what is typically viewed as customer service overhead.
The direct result of this client journey is what we believe is extraordinary client satisfaction and loyalty. Approximately 20%
of our sales are made to repeat clients.

 ECD's Target Market

 The classic car dealers market
size in the US, which comprises sales, services and restoration, is valued at $2.5 billion, measured in total revenue, according to the
updated industry analysis completed by IBIS World, Products and Services Segmentation, March 2025 ("IBIS World Report").

 Source: Classic Car Dealers in the US - Market Research Report (2015-2030)

 Competition and Market Share

 The automotive industry is
constantly and quickly evolving, particularly with regards to developments in electric vehicle technologies, driver assistance technologies,
and other emerging and growing automotive technologies and regulations. Despite being fiercely competitive, with many well-established
and emerging competitors, we believe that our team, knowledge, experience, and attention to detail provide us with competitive advantages
in the industry. While we strive to continuously utilize and offer cutting edge technology in our vehicle production, these technologies
will compete with new technologies that may be used or offered by our competitors in the future.

 We compete with a wide variety
of luxury automotive companies, including large-scale luxury auto manufacturers (such as Porsche, Ferrari, Lamborghini, Land Rover, and
Rolls-Royce), custom luxury automotive manufacturers (such as Apocalypse and Lexani Motorcars), and custom luxury automotive restoration
and design companies (Arkonik Ltd. Twisted Automotive, Monarch Defender, Revology, Velocity Restorations and Gateway Bronco). Some of
our competitors offer custom restored and redesigned versions of the same or similar model vehicles offered by us, including Arkonik Ltd.
and Twisted Automotive. Arkonik Ltd., based in the UK, has been in business for approximately 12 years. Similar to ECD, Arkonik restores
and customizes Land Rover Defenders and in 2020 introduced an electric vehicle chassis in their portfolio. Twisted Automotive, also based
in the UK, has been in business for more than 22 years. Twisted also restores and customizes Land Rover Defenders in the UK and in the
US, and has an affiliate, Twisted Marine, which restores and customizes boats. ECD has been called the "Singer" of Defenders
and E-Types, driving a comparison between our company and Singer Group, Inc., or Singer Vehicle Design ("Singer"). Based in
California, Singer, has been in business since 2009 and specializes in client-directed restoration and customization of 1989 - 1994 Porsche
911s. Similar to ECD, Singer is known for its quality and bespoke customization. Other competitors offering custom restored and redesigned
versions of the same or similar model vehicles offered by ECD (mainly Defender restorations and builds) include Himalaya based in South
Carolina, Rover Trophy based in Connecticut, and Monarch Defender based in Iowa. ECD believes it competes favorably on the basis of its
quality, incremental upgrades, extensive customization options and customer service. Additionally, we believe we gain competitive advantage
by having all our vehicles substantially entirely hand-built and restored by our ASE certified technicians, contrary to our competitors,
which mostly use third-party contractors in a substantial part of their processes. Based on ECD's research and knowledge of the
market, ECD estimates that, in 2024, its production represented over a quarter of the Land Rover Defender restoration and customization
market in the US.

 ECD also faces competition
from both traditional automotive manufacturers such as Jaguar/Land Rover, Mercedes-Benz, Ford, and General Motors, and an increasing number
of newer companies focused on the restoration and customization of vehicles. ECD expects this competition to increase, particularly in
the electric vehicle market, as the transportation sector continues to shift towards low-emission, zero-emission, or carbon neutral solutions.

 Future builds and vehicles
are expected to compete with both traditional luxury internal combustion vehicles from established automotive manufacturers and electric
and other alternative fuel vehicles from both new manufacturers and established automotive manufacturers, many of which have entered or
have announced plans to enter the alternative fuel and electric vehicle market.

 ECD believes the primary competitive
factors on which it will compete include:

 product quality, reliability, and safety;

 product performance;

 extensive customization options;

 hand-built restored vehicles by our ASE certified technicians;

 design, styling, and luxury;

 service options and customer experience;

 client-centered, client-focused build and customization;

 management team experience in classic car restoration and customization;

 manufacturing and supply chain efficiencies;

 brand recognition and prestige, particularly in the Defender restoration and customization industry; and

 product price.

 ECD believes that it is favorably
positioned to compete on the basis of those factors. However, many of the large-scale automotive brands and manufacturers have substantially
greater financial, technical, manufacturing, marketing, and other resources than ECD. Such potential competitors may be able to deploy
greater resources to the design, development, manufacturing, distribution, promotion, sales, marketing and support of their products.
Additionally, these major players have greater name recognition, longer operating histories, larger sales forces, broader customer and
industry relationships and other tangible and intangible resources that exceed ECD's. Smaller and growing competitors may become
more significant, particularly if they associate with larger competitors in the automotive industry. Furthermore, many of ECD's
larger competitors operate with a traditional sales and dealer distribution model for vehicles that may be viewed more favorably by potential
customers. These competitors also compete with ECD in recruiting and retaining qualified research and development, sales, marketing and
management personnel, one of our most valuable resources, as well as in acquiring technologies complementary to, or necessary for, ECD's
products. Additional mergers and acquisitions in the luxury automotive markets may result in even more resources being concentrated in
ECD's traditional competitors.

 ECD's Business

 Our Strengths

 Growing Luxury SUV Segment

 We specialize in building
British Luxury vehicles, a market segment that has grown significantly over the past decade Our vehicles, which can be outfitted with
several choices of engines, are all highly-powered and have impressive acceleration, top speed and off-road ability, that can compete
with and often outperform other manufacturers' vehicles in the same segment. For consumers that prefer a more energy-efficient vehicle,
the performance of our EV drivetrain offers a green and energy-efficient option.

 Electric Drivetrain Systems and the Electrification
of Classics

 We believe the automotive
industry is being shaped by changing market demand and government regulations for electrification and fuel efficiency and low emissions
output vehicles. In line with this trend, to introduce a cross platform, drop in, customizable EV system, we are working with Ampere EV,
LLC, an Atlanta, Georgia-based company specialized in the design and integration of electric vehicle systems and who was featured in the
Specialty Equipment Market Association ("SEMA") Show of 2023, an important event for the car industry that brings together
manufacturers, industry professionals, and consumers. By creating an ecosystem of controllers, batteries, HV junction boxes, and other
EV system components, Ampere EV offers a one-stop solution for an electric drivetrain. For such EV vehicle builds, ECD will use the same
kit across the entire range of our portfolio vehicles, which allows ease of installation, use, reliability and warranty, while giving
confidence in our brand.

 On March 7, 2023, we entered
into an exclusivity agreement with Ampere EV as our EV kit builder (the "Ampere Agreement"). A copy of the Ampere Agreement
is filed as Exhibit 10.17 to this annual report. The Ampere Agreement, effective for 2 years counted from its execution date, and automatically
renewable for one (1) year, grants us the exclusive right throughout the United States to purchase, market, and sell Ampere EV's
products, namely the "Ampere 6 Battery Atom Drive System (84kWh)", and the "Ampere 3 Battery Atom Drive System (42kWh)", which shall be used by us solely for Land Rover Series 1, 2 and 3; Land Rover Defender 90, 110 and 130; Land Rover Range Rover Classic;
and Jaguar XKE Series 1, 2 and 3 models. We are also entitled to affix our own label to any product purchased pursuant to the Ampere Agreement,
provided that we do not alter, remove, obstruct or deface any labeling affixed to the products by Ampere EV.

 Electric drivetrains are simple,
efficient and require almost no maintenance when compared with their ICE counterparts, allowing a new generation of customers to own classic
cars. ECD's EV vehicles can be as clean and ecofriendly as a new Tesla, with the advantage of not adding to the number of vehicles
being put into circulation.

 Vendors and Supply Chain

 After 10 years of operations,
we have developed a large vendor base of industry specialists who are constantly available for our team. We have several specialist vendors
with whom we have exclusivity agreements, notably a two-year agreement (which renews automatically for another year) with our current
electric drivetrain provider, Ampere EV, meaning we are the only company in the United States that can purchase, market and sell our EV
setup in Land Rover Defenders, Range Rovers, Land Rover Series or Jaguar E-Types. We benefit from a network of multiple key vendors, mostly
in the United States and in the UK. Domestic vendors are often used to source components for the V8 conversions, electrical, paint and
upholstery components, whereas UK vendors are mostly required to obtain Land Rover or Jaguar specific parts, due to their greater availability
in that region. Due to our size and ordering power, we can exercise considerable leverage with our suppliers to maintain a robust inventory
supply. Below is a list of our 10 largest vendors based on purchase amounts:

 Turn Key Powertrain, Inc. – Domestic US vendor of Chevrolet V8 drivetrain kits, who provides us with approved-for-road-use Chevrolet V8 engines. We get special dealer pricing with this company.

 Border Holdings (U.K.) Ltd. – Britpart and Allmakes 4x4 - UK vendor of genuine and aftermarket Land Rover parts, who provides us with the key Land Rover specific parts that are not readily available in the USA. We are a reseller of their parts and have a rebate arrangement with this company

 Rovers North, Inc. – A domestic supplier of genuine and aftermarket Land Rover parts, with quality proprietary parts and kits, and often used in case of Britpart and Allmakes 4x4 back orders. We get special dealer pricing with this company, as well as substantial discounted ground shipping.

 Autosales, Incorporated (also known as Atech Motorsports) – Commercial division of a larger brand, Summit Racing, who provides us with many parts for Chevrolet V8 conversions. We get special dealer pricing with this company.

 Ligentia UK Limited – Shipping partner for vehicles and parts coming out of the UK. Trusted to move vehicles and parts via RORO and container shipping.

 GWL Logistics, LLC – Import broker used for all non-courier-based shipments. Works in parallel with Ligentia Global for import, customs processes and release of goods from all countries.

 Ben's Paint Supply, LLC – Domestic supplier for paint, paint shop consumables and equipment. It sponsors our uniforms and is a key strategic partner for the growth of our paint shop. We mix our own paint, using mainly PPG warrantied products, providing a high-quality guaranteed finishing. We are offered considerable discount rates and support for growth.

 Wurth USA Inc. – International company that provides us with hardware, and many lines of shop consumables. It is a service-based relationship where Wurth sends their local representative two times per week to service our account. Service levels are very high, as is quality and supply. Discount levels are reviewed twice per year to ensure ECD is getting the best available pricing.

 Garrett Leather Corporation – Domestic US supplier for most leathers, materials, threads and other upholstery supplies for all our builds, and a second sponsor of our uniforms. Garrett offers a high-quality product, great client support and a large portfolio to allow ultimate customization of all our interiors.

 Crutchfield New Media, L.C.C. – Domestic supplier for almost all in-car entertainment, they supply us high-quality components, significant discounts, fast and free shipping, and an easy warranty process.

 In 2025, we plan on strengthening
these long-standing vendor relationships, introduce KPIs (such as delivery on-time and on-budget, high fulfillment rate and customer service)
and service level agreements (such as inventory records accuracy, quality assurance on receipt, credit terms, return material authorizations,
continuous improvement, cost reduction, and customer feedback) that both protect and enhance the ECD production process, while maintaining
relationships with current vendors and developing new key vendors.

 Occasionally, customers bring
their own base models for customization. However, in most cases, we import our vehicles from Europe by means of our subsidiary, ECD UK,
benefitting from the National Highway Traffic Safety Administration (NHTSA) "25-year" rule, which allows for the import of
a vehicle into the United States that is at least 25 years old without having to comply with certain federal motor vehicle safety standards
(FMVSS). When we rebuild such vehicles, we install US compliant drivetrains, using mostly Chevrolet crate systems. The US vehicles we
purchase to rebuild US vehicles, such as NAS (North American Specification) compliant Defenders and Range Rover Classics, are in compliance
with US carbon emissions standards. See "Government Approvals and Regulations–The Clean Air Act" below.

 We employ a Bill of Material
(BOM) Analysis specialist to analyze all data from a finance and purchasing perspective. This allows us to have a perspective of the data
behind the journey of our parts from order to dispatch to the vehicle on the production line, providing us up to date and factual delivery
timetables, and allowing us to safely predict the cost of upcoming builds using last price or average price, which enables us to make
adaptations or upsells where necessary.

 Warranty

 We allocate a portion of revenue
for each built vehicle to fund the warranty options we provide to our customers. We have historically operated the warranty business within
this budget annually. Each of our vehicles is sold with a two-year, 50,000-mile bumper-to-bumper warranty, as standard. This warranty
is an industry leader and has helped us establish our market position. Upon such two-year period, we offer each customer an option to
extend their warranty for one to three years, on a bumper-to-bumper or drivetrain only model.

 Our warranty claim process
comprises three stages once an issue is reported:

 (a)

 Upon our customer's contact, we activate a local specialist in one of our approved centers for repair, and we settle the invoice directly with the vendor;

 (b)

 If the issue is not solved in the first stage, a warranty-trained ECD technician travels to the customer's location for driveway repair; and

 (c)

 If the issue still persists, the customer may return us the vehicle to our headquarters in Florida for repair.

 Our customers do not have
a contractual right of return. We offer a limited warranty only for the work performed on the vehicle under the contract. If disputed
by the customer, we strive to resolve issues, but the transaction price is not subject to discount.

 Transparency and Client-Centered Process

 We believe we are one of the
most visible brands in the business, and the most transparent builder of any classic vehicle. We maintain a live YouTube channel to enhance
our aimed transparency with respect to our current and potential customers. We build true one-of-a-kind vehicles for our customers, in
comparison to the customizing possibilities offered by traditional car manufacturers, usually limited to the vehicles' colors, leather
and stitch patterns.

 Additionally, our customers
are completely involved during the whole building process. Every two weeks during the production stage they receive communications from
our client services team with video and photo images updates, as well as substantially descriptive written content. Our customers are
also free to contact us at any time via phone, email, text or by means of their individual client portal, working alongside our in-house
design team to build the vehicle in accordance with their exact specifications.

 The ECD team follows an online
build sheet process during production of each vehicle. This process has been refined over the years to produce a high-quality build that
is repeatable and predictable, allowing us to de-skill certain areas due to a well-documented, easy to follow process. See "Information
About ECD–Description of Products and Services–ECD Build Production Process."

 U.S.-Based Sales

 Our products are sold directly
to customers by means of direct online sales through our advanced digital platform, in person in our headquarters and through our retail
locations in West Palm Beach FL and Nantucket MA. We believe that our sales approach provides an opportunity to control the customer experience
and ensure that customer interactions are on-brand and pressure-free. Our sales team utilizes Hubspot, which has enabled us to capture
and manage leads from the pipeline to the ultimate sale of the vehicle. Most importantly, this software has allowed the logging of all
objections from clients that did not close, giving us the ability to pull leads from several years and apply targeted outreach to them
through a soft sales channel.

 As part of our team dedicated
to our customers' experience, we currently have a Chief Experience Officer, a Head of Sales and Design, and a Client Services Manager.
As we grow, we intend to hire an additional sales manager for sales of new and used vehicles, and another sales manager dedicated to the
design/upgrade process.

 ECD Team

 Our technical expertise is
central to our success. We have built a strong and qualified team over the past 10 years, with sixty-nine (69) ASE certifications and
four (4) master level ASE certifications. The ASE is a non-profit organization that provides certification for automotive professionals
in the United States, and it offers a variety of certifications that cover several areas of automotive repair and service, including engine
repair, brakes, electrical systems, and more. ASE certifications demonstrate that an automotive technician has achieved a certain level
of knowledge and skill in their field, requiring the individual to pass a series of exams and meeting specific work experience requirements.
This means that our technicians have demonstrated their proficiency and competence in their area of expertise. By emphasizing ASE certifications
and promoting our mechanics' expertise, we demonstrate our commitment to providing high-quality service and attracting customers
who prioritize quality workmanship.

 We encourage all members of
our team to take the ASE tests, with no limit on the number of tests they may take, and we offer paid leave for employees to take the
tests, as well as a one-off bonus and salary increase for passing them. We have a 98% retention rate in terms of our mechanics. Our mechanics
are the center of our operations and are responsible to maintain our quality standards. We have implemented a demanding selection process
to join our teams, with rigorous interviews, hands-on testing, psychometric profiling and structured review periods.

 Currently, our team is constituted
as follows:

 Direct Department Reports

 Number of Direct Reports

 Chief Executive Officer

 Five employees, comprising of the Chief Financial Officer, Chief Revenue Officer, Chief Production Officer, Chief Experience Officer and Chief Technical Officer

 Five employees, comprised of the Controller, Financial Analyst, Netsuite Specialist, Accounts Payable, Tax & Title and Procurement.

 Chief Experience Officer

 No direct reports

 Chief Revenue Officer

 Two employees comprised of Head of Sales, Head of Design

 Chief Technology Officer

 One direct report, head of vehicle engineering

 Chief Production Officer

 Five direct reports, comprised
of Head of Quality, Head of Production, Head of Paint, Head of Warranty and the Office Manager

 Manufacturing Model

 We believe we benefit from
a manufacturing model that is more efficient than that adopted by most of our competitors. Using a push manufacturing model, we are, to
our knowledge, the builders with one of the lowest process times (or the rate at which a product is completed to meet customers'
demand), ranging from four to five days. Most builders adopt a model in which a vehicle stays in one spot and a small group of technicians
gather around to build it. This requires specialist-focus on every vehicle. By comparison, we conduct several parallel processes in our
production line and have our different teams of mechanics accessing the vehicles in several stages of production, which allows us to allocate
highly skilled members of our team specifically where we need them. See item "ECD Build Production Process" below.

 Nationwide Service Dealer Network

 The number of our vehicles
on the roads have enabled us to establish a nationwide network of tested and reliable service and repair centers for any warranty or required
service for our vehicles. This gives our clients confidence in our customer support service and helps us keep our warranty costs within
budget.

 Management

 Most of our executive-level
roles are currently occupied by the founders of the business, who work in the business full-time along-side the CEO. This allows timely
reaction to any business issues, a quick management review process and positive action taken swiftly to resolve them.

 Our Growth Plans

 The Rover Dome facility is
configured to run three production lines. We currently operate two production lines. In 2024, we delivered 82 vehicles among Land Rover
Defenders, Land Rover Series and Range Rover Classics. On our second production line, the South Line, which opened in July 2022 is a fluid
line, capable of building a range of our products. We currently use our third East Line for quality control and warranty services.

 To help achieve these goals,
we also intend to (i) scale marketing by building our relationship with the press and social influencers; and (ii) execute on our retail
strategy, where we have a physical presence in West Palm Beach FL and Nantucket MA.

 In addition to increasing
sales revenue by selling and building more vehicles, we intend to increase our gross profit by driving higher average selling price and
leveraging fixed costs by selling additional units. Currently, due to our cash flow, we work on a just-in-time manufacturing model. With
available capital, we would maintain a larger inventory supply that would allow us to better negotiate our terms and conditions with vendors,
including advance committed purchase orders, as well as to consolidate shipping, avoid the payment of premiums for back orders and associated
shipping costs.

 We plan to increase the variety
of the car makes and models that we customize, and to shorten the delivery time frames for all customizations. In July 2022, we added
to our portfolio the production of Jaguar E-Type, and we added the Ford Mustang and Toyota FJ40 in 2024. We are also implementing initiatives
to introduce new revenue streams, such as the buy-back of used cars; developing new sales locations by developing drivers' clubs;
and increasing our warranty revenue.

 Marketing

 Our target customers are high
net worth individuals. We have an internal database that classifies our potential clients by net worth, property and luxury vehicles owned,
to whom we send direct marketing e-mails. Additionally, we attend outreach events that are curated for our high net worth public, such
as exotic car festivals for owners and luxury car storage facilities. Our marketing efforts to reach a wider audience through mainstream
media have yielded positive results, as prestigious luxury brands such as Robb Report, Forbes, and Vanity Fair have consistently featured
us.

 ECD has built a strong brand
presence through various online outlets, including newsletters, press releases with photos and videos of each finished vehicle, search
engine optimization via a proprietary content strategy, a YouTube channel with daily live streams, among others. We expect that our future
marketing expansion initiatives will include expanding our management team; hiring and training new personnel; expanding design, manufacturing,
sales and service facilities; implementing and enhancing administrative infrastructure, systems and processes, including in connection
with our transition to a public company; and establishing sales, service, supply and manufacturing operations in new markets. We have
recruited industry specialist script writers for content writing, and we are also adding Google Compliance 4 Cornerstone Strategy as a
marketing tool, which gives us marketing advantages when potential customers use the search tool using certain key words that may relate
to our business. Additionally, we intend to create cadence of truck spotlights through press releases to highlight the variety of ECD's
builds.

 ECD's Products

 ECD Models

 Our goal with each vehicle
is to retain the character of the vehicles and modernize them in terms of drivetrain and how our customers live with the vehicles. Our
builds include traditional models, such as Land Rover Defender D110 with GM LT1 and LT4 engines and Range Rover Classic with GM LT1 engines,
among others; as well as electric builds, such as Land Rover Defender D90 and Range Rover Classic with electric drivetrains. Below is
a description of all our current models.

 Custom Defender ECD D90

 The restored custom Defender 90 is a luxurious
 two-door SUV known for its nimble chassis that dominates in agility, performance, and off-road capabilities. The iconic D90 is available
 in both a soft-top and hard-top model capable of seating up to 6 people

 Starting Price: $259,995

 Custom Defender ECD D110

 A custom Defender 110 is not an average four-door.
 It's built ready to meet the demands of daily driving as well as rigorous off-road adventures. The Custom Defender 110 is designed
 with the original pedigree and modernized with sleek styling and innovations. A custom Defender 110 from ECD is a daring version of a
 classic icon.

 Starting Price: $262,995

 Custom Defender ECD D130

 The custom Defender ECD D130 is longer than the
 Defender 110 and has seating for up to 5 with a large pick-up bed.

 Starting Price: $269,995

 Custom ECD RRC

 We have added the custom Range Rover Classic (RRC),
 both SWB and LWB, to our model lineup, each hand-built to your specifications at our headquarters. A custom RRC is available in three
 distinct trims: Retro, Custom, and Signature. Each comes with a variety of premium interior and exterior features that take each build
 to a level of unprecedented luxury. Using the same approach to construct the new RRC's as we do with our custom Defenders, the build
 process begins with our Luxury Design Experience, a fully immersive experience where each client designs every feature of their vehicle,
 inside and out.

 Body: Hard Top

 Starting Price: $259,995

 Custom ECD Series IIA and III

 The ECD Series IIA and III are the perfect rendition
 of the nostalgia of a vintage icon combined with modern luxury and performance suitable for daily use.

 Starting Price: $259,995

 Jaguar E-Type – Roadster and Coupe

 The Jaguar E-Type was introduced in our portfolio
 in July 2022. The ECD Jaguar E-Type is an iconic classic car from the 1960s, with a timeless design and modern capabilities that have
 been brought back to life by expert restoration.

 Drivetrain: I6 / V8 / V12 / EV

 Starting Price: $299,995

 Custom Defender Beach Runner

 A custom Defender Beach Runner is built on a Defender
 110 chassis. It's built ready to meet the demands of day at the beach, and transportation for the family. It features a customized
 21-in-1 accessories carrier with many extras like a cooler, bike rake, grill, serving table, and more to make your beach day complete.

 Body: Soft Top

 Drivetrain: V8

 Starting Price: $259,995

 Toyota FJ40

 The iconic Toyota FJ. From its rugged boxy proportions
 to its powerful four-wheel-drive system, every detail of the FJ has been meticulously crafted. At ECD, we're not just restoring
 vehicles; we're customizing legends into one-of-one luxury vehicles.

 Body: Hard or Soft Top

 Drivetrain: V8

 Starting Price: $239,995

 Classic Mustang

 The 1967 Mustang was introduced in our portfolio
 in 2024. The Ford Mustang stands as a symbol of American innovation and individuality. At ECD Auto Design, we honor its legacy by crafting
 bespoke restorations that seamlessly blend vintage charm with modern luxury and performance.

 Body: Fast Back or Convertible

 Drivetrain: V8

 Starting Price: $279,995

 We implemented a 5% increase prices in2025, both
for vehicles and related upgrades.

 ECD 2023 EV

 Our system presents clear
advantages in the marketplace over our competitors, including advanced GUI (Graphic User Interface), as well as smaller and lighter battery
packs, being all new components with factory warranty. Additionally, our system includes the DC Fast Charging ready and operational.

 Our EV setup has unique features
when compared to other available products in the "Restomod" world:

 (i)

 It uses intelligent graphic user interface combined into the entertainment system screen, with an enhanced OEM feel.

 (ii)

 The DC Fast Charging, also known as Level 3 charging, is a type of EV charging that allows for rapid charging of the vehicle's battery. Unlike Level 1 and Level 2, which use alternating current (AC) to charge the battery, DC Fast Charging uses direct current (DC) to provide a high-power charging solution; and

 (iii)

 It also features efficient packaging and cooling of batteries, uses and maintains charge more effectively, as well as a Cascadia motor connected to an enhanced Land Rover four-wheel drive system.

 ECD Custom Dashboard and AC system

 We have developed the ECD
proprietary dashboard system, which presents more functionality and a cleaner design. We also removed a step from the building process,
which used to be outsourced where old AC lines were brazed, and the system then charged. Our new system allows us to build our dashboard
entirely in house and control quality.

 ECD Proprietary Wiring Harness

 We are developing a higher
quality wiring and connections systems to our vehicles, resulting in a more reliable and modern vehicle wiring system. This system allows
ECD to have a standardized wiring installing and troubleshooting process across all models.

 ECD Custom Hardwood Kits

 Initially an outsourced activity,
which resulted in issues related to quality, value for money and timing issues. We can now create wood install kits for almost any specification,
in the customers chosen materials and colors. We are also developing additional storage boxes which are also built to match the hardwood
used in the project.

 Clients' Journey

 On average, a typical project
with a client takes approximately 12 to 14 months following contract signing. The standard process is comprised of 21 milestones and 65
tasks, covering the design and specifications of every single aspect of the custom build, and it's overseen by a Land Rover technician.

 When our customers start their
journey with ECD, they will work with our designer to understand the purpose to which the vehicle will be used, and receive guidance in
view of the numerous possible combinations the vehicle's body style, drivetrain, wheels, tires, accessories, paint color, and interior
style, colors and textures. During the whole project, we have the customer in the center of the process, with a team of six people dedicated
to each customer, who has a decision to make with respect to their vehicle every two weeks. This process can be done with an in-home consultation
or by visiting our Florida headquarters design studio. Once the customers made their selections, we send them mock-ups for further review,
fine-tuning our designs.

 The following summarizes stages
of the clients' journey when acquiring our vehicles:

 (i)

 Request Form

 Clients complete a simple
build request form online. Once completed, the ECD teams are immediately notified and begin the process of bringing the new clients to
their own journey.

 (ii)

 Enrollment

 We offer our clients a portal
where the company provides bi-weekly updates throughout the build process. The portals are managed by ECD's concierge department.
At the enrollment stage, clients are also provided with a welcome package that contains a small selection of paint and fabric samples,
as well as booklets that outline additional accessories and options.

 (iii)

 Introductions

 Clients meet with our Head
of Automotive Design to review any questions they may have regarding the design process. At this point, clients schedule times to visit
our design studio in Kissimmee, FL. Once on-site, clients see an array of samples to outline how they want their vehicle configured.

 (iv)

 Custom Build Draft Designs

 Clients receive digital 3D
renderings that illustrate the interior and exterior parts of the vehicle, and in real time we implement any changes to the design intended
by the customer by means of the online system named Sketchfab, to which both the customer and the ECD design team has access. At this
point, clients can make any edits if something does not look like it was envisioned.

 (v)

 Approval

 Clients are presented with
final renderings of the vehicle, which include all of the items discussed with the Head of Automotive Design on steps (iii) and (iv) above.
Clients get a chance to review the complete build inside and out and approve the design before it is sent off to the production team.
On March 8, 2022, positioning ourselves on the cutting edge of virtual trends within the automotive industry, we started crafting a photorealistic
design video of each customer's unique custom build, allowing them to visualize their dream car months ahead of completion. Therefore,
once the design is finally decided, we now turn that initial 3D renderings into a 3D animated movie. Such design video is created with
3D creation tool Unreal Engine by Epic Games, presenting lifelike animation with dynamic physics and lighting effects, showing the vehicle
in different scenarios and environments.

 Our design center locations
have a plethora of design features that allow each truck to have a differentiating item in comparison with the rest. Options range from
interior and exterior colors, leather, accessories, wheels and tires, body kit, off-road kit, upgraded brakes, suspension and more powerful
engines, among others.

 (vi)

 Research of Base Vehicle and Fabrication

 From the start of the clients'
journey in ECD, our team begins to conduct a search to find the right vehicle to match each client's specifications. Each custom
build begins with one of the following Land Rover Defender, Range Rover Classic models, Land Rover Series or Jaguar E-Types ground up
restoration. We then fully disassemble the base vehicle, all the way down to the chassis, and all components are inspected, when a decision
is made to refurbish or replace such components. In sequence, we start the ECD building process, building up the chassis to the vehicle
and moving the vehicle through the entire production process, documenting it with photos and videos that are uploaded into the client's
portal. Once completed, the vehicle is taken to the Head of Quality Control for a 662-point inspection.

 (vii)

 Delivery

 When vehicles are ready for
delivery, we load the truck with a roadside emergency kit, along with an assortment of ECD merchandise and, as part of our customers'
experience, an ornament made with one of the original parts of the vehicle prior to its customization.

 ECD Build Production Process

 ECD. builds each vehicle following
the completion of a sale and also builds inventory of vehicles for its two retail locations. As such, the Company is unable to dictate
its manufacturing output as its customers' demand for specific models is fluid. To effectively meet this requirement for flexibility,
ECD believes that it benefits significantly from the production efficiencies that derive from being a small volume manufacturer. These
efficiencies are achieved primarily by implementing "dynamic labor" and "dynamic manufacturing" practices throughout
the production process. To create dynamic labor, ECD trains and requires each its technical employees to be expert at performing a limited
number of discrete tasks across both of its production lines. Dynamic manufacturing refers to ECD's ability to use its equipment
on each of its production lines to produce any of its vehicles. The cumulative result of these practices is that ECD has the flexibility
to use its employees and production lines interchangeably to build any of the vehicles in its product line.

 The Company expects to continue
these practices as it scales its production with additional lines in the future. This interchangeability that is integral to the Company's
operations, combined with the effective use of work-off and service bays, maximizes the Company's ability to quickly and efficiently
respond to changing production requirements and to extract the maximum possible output from its production facilities.

 Our standard production process,
which involves 2,200 man-hours and 662 checkpoints, is currently comprised of two lines of production, the North Line and the South Line,
including the following stages, each of which is extensively documented and reported to the customers:

 Tear Down / Media Blast / Frame Repair / Frame Coating

 The acquired/donor vehicle
is completely disassembled, the vehicle's frame is sent to be stripped down, repaired and realigned, then hot-dip galvanized. After
this 16-day process it is sent to the assembly line.

 Painting

 In our painting section we
prepare the bulkhead, tub, doors and, subsequently, the front end and exterior trims. The vehicle's body is carefully prepared before
being hand-painted with premium paint. Our in-house paint facility can precisely match any color the customer desires. We mix all the
paint on-site, and we use PPG products, such as PPG Deltron, the same used in Ferrari products, the highest-end finish in terms of painting
of the vehicle. The color of the vehicle is also extremely customizable, allowing the customers to bring us color samples that we can
then match to the vehicle and hand-polished to a glass-like finish. In view of the importance of this section to the finishing of each
project, and to maintain our quality standards, each panel may only be introduced to the line of production once approved by our lead
painter, whose decision precedes the production manager's decision regarding such aspect. We also maintain a work-off bay for repaint
work, service work or touch-ups, then avoiding disrupting our main production lines.

 Parallel Processes

 Alongside the main production
stages happening in the assembly line, we conduct parallel processes that feed the main line, which we call the "Create it, Build
it and Live it" process. This section includes the electrical work ("create it"), the sub cosmetics work ("build
it") and upholstery ("live it").

 Our electricians prepare the
main harness and sub harness. We remove anything from our base vehicle that will not be used and add the new elements as chosen by our
customer, such as Wi-Fi system and rear A/C. Each vehicle we build uses over 2,000 feet of wiring. Every harness is wired by hand and
custom made for each vehicle.

 Our sub cosmetics team builds
doors and wings.

 Our upholstery team prepares
the seats, dashboard and trims.

 Roller

 Vehicle frame is taken to
the rolling frame for the installation of the suspension and brake systems chosen by the customer. The body of the vehicle is progressively
built up as the vehicle moves along the rolling frame, allowing multiple mechanics to access the vehicle at any one time.

 Drivetrain

 Engine and fuel systems are
then installed.

 Body Alignment

 Our electricians start installing
the harness prepared in our "create it" section. Basic body panels are installed, including the door internals and trims,
carpeting and dashboard.

 Afterwards, seats, doors,
trims, headliner and exterior trim are installed. From a premium Puma leather dashboard to the quilted hand-stitching of the rear seat,
our craftsmen will wrap your vehicle's interior in the leather design and color of choice.

 Initial Inspection

 As our builds work through
the phases of production, each technician, via a tablet, completes their part of the quality control process in real time. At the end
of the Final Assembly stage, the whole team has a four-day period to inspect the vehicle and assess any eventual quality issue. In sequence,
our Quality Control (QC) manager completes the same inspection checklist, and any issues are addressed by our Master Certified QC lead
technician prior to shipping.

 Fine Tune

 At this stage, any drivability
issues are addressed, such as any tuning issue, vibration, fit and finish, body alignment, electrical function failure in a fuse, among
others.

 Quality

 Test miles, paint touch ups,
air conditioning, pre-shipping and final inspection. Through each step of the process, the vehicle goes through a robust quality control
inspection comprising 640 points, which our quality control manager takes approximately six hours to complete. Our vehicles are then taken
out for a 1,000-mile test drive before delivery.

 Intellectual Property

 ECD's methods and processes
in building its vehicles are highly proprietary and specific to its business. However, regulatory protection (such as, for example, patent
or trademark registration with the United States Patent and Trademark Office and copyright registration with the United States Copyright
Office) for such processes is largely unavailable, and therefore, ECD relies on its contractual rights and state and local trade secret
laws to enforce the proprietary nature of its know-how, methods and processes. ECD does so by requiring all employees and all other individuals
that may come in contact with ECD's know-how, methods and process to sign nondisclosure agreements and work-for-hire agreements,
as applicable. ECD has also developed a strong brand presence in the industry. ECD's success in protecting this brand depends upon
ECD's ability to secure national trademark registrations. ECD has two federal trademark applications pending with the U.S. Patent
and Trademark Office, and ECD uses logos featuring these marks in ECD's business. Additionally, ECD owns various website domain
names and maintains various social media accounts. ECD closely polices all its intellectual property.

 Source and Availability of Materials

 ECD relies on successfully
purchasing used automobiles that it then restores and customizes. ECD UK locates and purchases these vehicles in the United Kingdom, and
imports them to ECD's headquarters located in Kissimmee, Florida, United States. Occasionally, customers source their own base vehicle
model. All vehicles that ECD works on were originally built and sold by an unaffiliated third-party manufacturer, and ECD does not control
the price, availability, or original quality of those vehicles. Further, all vehicles that ECD purchases have been previously used by
unaffiliated third-party consumers. Despite ECD having a process to assess the quality of the base vehicles it purchases, including accident
background checks, our safety protocol and quality inspection processes may be insufficient to identify all defects of the vehicles and
compromise the quality standards of our products. As a result, the price, availability, and quality of such automobiles can fluctuate
significantly.

 ECD is also dependent on ECD's
components suppliers, many of whom are international and single source suppliers for the components they supply. Typical components that
ECD purchases include, without limitation, base vehicles, batteries, engines, vehicle parts, and paint. ECD uses most or all of these
components in every project that it completes, depending on its customer's specifications. ECD has major suppliers located in the
United States and in the United Kingdom. ECD has limited to no control over the pricing or availability of the components that it purchases
from its suppliers. Also, lead times can vary for materials and components needed by ECD's supply chain contractors, and changes
in global economic conditions, financial markets, and trade relations all directly affect ECD's supply chain and the availability
of materials needed to complete ECD's services.

 Government Approvals and Regulations

 ECD operates in the automotive
industry, which is subject to extensive and complex regulation. The automotive industry is generally subject to environmental laws and
regulations, including without limitation regulations regarding emissions and the use of hazardous materials. ECD has also recently entered
into the electric vehicle market. Laws and regulations relating to electric vehicle technologies, driver assistance technologies, lithium-ion
batteries, and other emerging and growing automotive technologies are rapidly evolving in various jurisdictions.

 ECD works with a third-party
Occupational Safety and Health Administration (OSHA) company, Safety Consultants USA, to conduct regular inspections and assist ECD with
maintaining compliance. This partnership underscores ECD's commitment to providing a safe and healthy workplace for its employees
while ensuring compliance with applicable safety regulations.

 Importing Vehicles

 ECD must comply with U.S.
Customs and Border Protection import policies during the process of importing vehicles from the UK. ECD plans to continue operating in
compliance with such policies when importing vehicles. ECD is required to complete U.S. Environmental Protection Agency ("EPA")
Form 3520-1 and DOT Form HS-7 during this process. Vehicles imported by ECD must comply with or be exempt from various environmental and
safety regulations, as described more fully below. ECD is also subject to regulation by the U.S. Department of Agriculture, which requires
the undercarriages of vehicles imported by ECD to be free of foreign soil.

 Environmental Regulations Generally

 The automotive industry is
subject to extensive environmental regulations, including without limitation laws and regulations regarding emissions, environmental protection,
lithium-ion batteries, energy sources, and the storage, handling, treatment, transportation, and disposal of hazardous materials. Compliance
with all applicable environmental regulations will continue to be an important aspect of the operations of ECD.

 The Clean Air Act

 Under the Clean Air Act (42
U.S.C. §7401 et seq.), motor vehicles may be imported by any person and do not have to be shown to be in compliance with emission
requirements before they are entitled to admissibility if the motor vehicles are more than 25 years old. Age is determined by subtracting
the year of production (as opposed to model year) from the year of importation. Most vehicles imported to the United States by ECD were
originally produced more than 25 years before the time of import and, accordingly, are not subject to the Clean Air Act. Vehicles that
are imported by ECD that are exempt from the Clean Air Act become subject to the Clean Air Act upon ECD's replacement of such vehicles'
engine with a new engine; thus, all vehicles sold by ECD are subject to the Clean Air Act and must meet certain emissions requirements
thereunder. Additionally, ECD provides a pollution statement, a HSMV 84058, with each vehicle that it sells.

 NHTSA Regulations

 The NHTSA has issued various
regulations regarding motor vehicles, including without limitation the DOT Federal Motor Vehicle Safety Standards ("FMVSS").
A motor vehicle that is at least 25 years old can be lawfully imported into the United States without regard to whether it complies with
all applicable FMVSS. Such vehicles would be entered under Box 1 on the HS-7 Declaration form to be given to U.S. Customs and Border Protection
(CBP) at the time of importation. The 25-year period runs from the date of the vehicle's manufacture to the time of importation.
If the date of manufacture is not identified on a label permanently affixed to the vehicle by its original manufacturer, to establish
the age of the vehicle, the documentation available such as an invoice showing the date the vehicle was first sold or a registration document
showing that the vehicle was registered at least 25 years ago should be provided. Absent such information, a statement from a recognized
vehicle historical society identifying the age of the vehicle could be used. Vehicles imported to the United States by ECD were originally
manufactured at least 25 years before the time of import and, accordingly, are not required to comply with all FMVSS at the time of such
importation.

 Motor Vehicle Manufacturer and Dealer Regulations

 Various state laws in the
U.S. regulate the manufacture and sale of automobiles. Some states require automobile manufacturers and dealers to obtain licenses to
sell vehicles to individuals in such states. ECD currently holds a license as an independent dealer of motor vehicles in the State of
Florida. If ECD expands to have locations in states outside of Florida, then ECD will need to comply with the laws and regulations of
such states governing manufacturers and dealers.

 Lithium-Ion Battery Regulations

 ECD uses lithium-ion batteries
in its electric drivetrain vehicles. U.S. federal law regulates the use, storage, and disposal of these batteries. All lithium-ion batteries
used by ECD must comply with the U.S. Department of Transportation's Hazardous Materials Regulations (HMR; 49 C.F.R., Parts 171-180)
and other regulations issued by the Pipeline and Hazardous Materials Safety Administration regarding lithium-ion batteries in electric
vehicles. The batteries used by ECD are intended to comply with all applicable regulations.

 Foreign Laws and Regulations

 ECD UK and ECD may become
subject to foreign laws and regulations including without limitation laws and regulations governing exporting motor vehicles, environmental
matters, and motor vehicle safety.

 Registrations and Licenses

 ECD has the following registrations
and licenses to operate its business:

 1.

 Florida Secretary of State corporation registration #P13000020892.

 2.

 Florida Secretary of State fictitious name registrations:

 3.

 ECD Auto Design (Registration #G18000076141 expires 12/31/2023)

 4.

 ECD Drivers Club (Registration #G21000065169 expires 12/31/2026)

 5.

 Florida Department of Revenue Resale Certificate for Sales Tax, Certificate No. 59-8016372720-8.

 6.

 Florida Department of Agriculture and Consumer Services, Motor Vehicle Repair Shop Registration No. MV95827.

 7.

 Florida Department of Highway and Motor Vehicles License as Independent Dealer in Motor Vehicle, License #VI / 1065276/1.

 8.

 Osceola County, Florida Business Tax Account #149194.

 9.

 Osceola County, Florida Building Permit #P22000729 for electrical sign.

 10.

 Osceola County, Florida Certificate of Occupancy Permit #P21-002864 issued 10/7/2021.

 11.

 Osceola County, Florida Certificate of Completion, Permit #P21-061019 issued 1/4/2023.

 ECD UK has the following registrations
and licenses to operate its business:

 1.

 UK Register of Companies for England and Wales, Company Number 13515056 issued to the ECD UK.

 2.

 UK HM Revenue & Customs Certificate of Registration for Value Added Tax, Registration No. 388-9698-93 issued to the ECD UK.

 3.

 UK HM Revenue & Customers Economic Operators Registration and Identification (EORI) No. GB388969893000 issued to the ECD UK.

 Employees and Human Capital Resources

 As of the date of this annual
report, ECD has one hundred five (105) full-time employees. ECD employees are mostly located in the State of Florida and at our UK facility
in Burton-On-Trent UK ECD believes that continued success requires ECD to attract and retain highly-skilled employees. ECD strives to
attain this goal by offering its employees competitive salaries and benefits. Each ECD Securityholder also performs services for ECD on
a full-time basis.

 ECD UK, our wholly-owned subsidiary,
currently has four (4) full-time employees and one (1) sub-contractor in the UK.

 Contractors

 ECD substantially completes
all builds in house, but does outsource some tasks, including transportation services through a related party, Transport Co. The company
also outsources media blasting and galvanizing. For additional information related to the outsourcing of our transportation services,
 see item "Certain Relationships and Related Transactions–Related Party Policy–Certain Transactions of ECD."
We also outsource professionals for accounting, legal services, marketing (SEO and digital marketing) and immigration matters.

 Recent Developments

 ECD's Nasdaq
Listing

 As
previously disclosed in ECD's Current Report on Form 8-K filed on February 16, 2024, on February 14, 2024, ECD received a notice
(the "February Notice") from The Nasdaq Stock Market LLC ("Nasdaq"), stating that the Company's listed securities
failed to comply with the $50,000,000 market value of listed securities ("MVLS") requirement for continued listing on The
Nasdaq Global Market in accordance with Nasdaq Listing Rule 5450(b)(2)(A).

 As
previously disclosed in ECD's Current Report on Form 8-K filed on March 8, 2024, on March 7, 2024, ECD received another Notice from
Nasdaq, stating that the Company's listed securities failed to maintain a minimum Market Value of Publicly Held Shares ("MVPHS")
of $15,000,000 which is a requirement for continued listing on The Nasdaq Global Market in accordance with Nasdaq Listing Rule 5450(b)(2)(C).

 On
August 13, 2024, ECD received a delisting notice from Nasdaq stating that ECD had not regained compliance with the Nasdaq Listing Rule
5450(b)(2)(A) as of August 12, 2024. ECD requested an appeal of the delisting determination before the Nasdaq Hearings Panel (the "Panel")
which stayed any suspension or delisting of ECD's securities pending the hearing before the Panel that was scheduled for September
26, 2024.

 As
previously disclosed in ECD's Current Report on Form 8-K filed on September 16, 2024, on September 11, 2024, ECD received a notice
that Nasdaq approved ECD's application to list its shares of common stock on the Nasdaq Capital Market. ECD securities commenced
trading on the Nasdaq Capital Market at the opening of business on September 13, 2024, and the August 13, 2024 delisting notice and the
pending the hearing before the Panel have been withdrawn and cancelled as moot.

 As
previously disclosed in ECD's Current Report on Form 8-K filed on December 11, 2024, on December 6, 2024, ECD received a notice
(the "December Notice") from Nasdaq notifying the Company that, because the Company is delinquent in filing its Form 10-Q
for the quarter ended September 30, 2024, the Company no longer complies with Nasdaq Listing Rule 5250(c)(1) which requires companies
with securities listed on Nasdaq to timely file all required periodic reports with the SEC. The Notice provided that the Company shall
have 60 calendar days to submit a plan to regain compliance with the Listing Rule, and if Nasdaq accepts the Company's plan, Nasdaq
can grant the Company an exception of up to 180 calendar days from the Filing's due date, or until May 19, 2025, to regain compliance
with the Listing Rule. ECD is diligently working to complete its Form 10-Q for the quarter ended September 30, 2024, and expects to complete
and file the Form 10-Q for the quarter ended September 30, 2024 with the SEC to regain compliance with the Listing Rule prior to the expiration
of the 60 day period. By letter, dated January 31, 2025, ECD provided Nasdaq a plan to regain compliance with the Listing Rule and requested
Nasdaq to grant ECD an exception until May 19, 2025 to regain compliance with the Listing Rule. ECD is currently waiting for Nasdaq's
response to the January 31, 2025 letter.

 Brand New Muscle Car
Acquisition

 On
April 3, 2024, ECD entered into an Asset Purchase Agreement (the "BNMC APA") with BNMC Continuation Cars LLC, an Oklahoma
limited liability company and David W. Miller II (collectively the "Sellers"), pursuant to which the Company agreed to purchase
certain assets relating to vehicle builds, including the trademark "Brand New Muscle Car," from the Sellers in exchange for
$1.5 million (the "Purchase Price"). The BNMC APA is attached hereto as Exhibit 2.4.

 As
previously disclosed in ECD's Current Report on Form 8-K filed on April 30, 2024, 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 the 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
foregoing description of the A&R Asset Purchase Agreement, the IP Assignment Agreement, the Trademark License Agreement, the Consulting
Agreement and the transactions and documents contemplated thereby does not purport to be complete and is qualified in its entirety by
reference to the A&R Asset Purchase Agreement, filed as Exhibit 2.5 hereto and incorporated herein by reference, the IP Assignment
Agreement, filed as Exhibit 10.26 hereto and incorporated herein by reference, the Trademark License Agreement, filed as Exhibit 10.27
hereto and incorporated herein by reference, and the Consulting Agreement, filed as Exhibit 10.28 hereto and incorporated herein by reference.

 On
August 11, 2024, the Company and BNMC Continuation Cars LLC and David W. Miller II (collectively 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 will promptly issue 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
foregoing summary of the Amendment does not purport to be complete and is qualified in its entirety by reference to the actual Amendment,
a copy of which is attached hereto as Exhibit 10.41, and is incorporated herein by reference.

 Investor Relations and Marketing Services Agreements

 On February 13, 2024, we entered
into a one-year investor relations consulting agreement (the "MZ Agreement") with MZHCI, LLC, a MZ Group Company ("MZHCI"),
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 the MZ Agreement, we have committed to pay $14,500 per month for the first four
months of service and $12,500 per month thereafter. We also agreed to issue 100,000 shares of restricted Company common stock to MZHCI.
All shares of Company restricted Company common stock issued to MZHCI will be subject to a 12-month lock up from the time of issuance.
The MZ Agreement also provides for incentive shares as follows:

 If within six (6) months of the Effective Date of the MZ Agreement, investors hold 2.5 million or more shares of Company common stock as a result of MZHCI 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 MZ Agreement, investors hold 5.0 million or more shares of Company common stock as a result of MZHCI 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 MZ Agreement, investors hold 10.0 million or more shares of Company common stock as a result of MZHCI 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 MZ 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 MZHCI 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 MZ 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 MZHCI 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.

 As of March 31, 2024, we paid
$29,000 to MZHCI pursuant to the MZ Agreement. On May 9, 2024, the we issued 100,000 shares of common stock to MZHCI pursuant to the MZ
Agreement.

of the MZ Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the MZ Agreement,
which is attached hereto respectively as Exhibit 10.32.

 On June 11, 2024, the Company
entered into a marketing services agreement with Outside The Box Capital Inc. ("OTBC") commencing on June 12, 2024 and terminating
on December 12, 2024 (the "MS Agreement"). As compensation for OTBC services rendered under the MS Agreement, the Company
agreed to issue 100,000 shares of the Company's common stock to OTBC, valued at $100,000, based on the closing stock price on June
12, 2024.

of the MS Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the MS Agreement,
which is attached hereto respectively as Exhibit 10.33.

 Floor Loan

 On May 15, 2024, the Company
entered into a loan agreement with First National Bank of Pasco for a revolving line of credit in the principal amount of up to $1,500,000.
The Company granted the First National Bank of Pasco a security interest in certain assets for the payment of the indebtedness. The collateral
to secure the line of credit is first title liens on inventory (used ECD-produced vehicles) advanced under the agreement. The agreement
will remain in effect until all loans have been paid in full including principal, interest, costs, expenses, attorney's fees, and
other fees and charges have been paid in full or if the parties agree in writing to terminate the agreement. As of March 15, 2025, the
Company has drawn $660,000 under the loan agreement. The Company anticipates winding down this facility over the next several months.

of the loan agreement and security agreement does not purport to be complete and is qualified in its entirety by the terms and conditions
of the Business Loan Agreement, dated May 15, 2024, between ECD Automotive Design, Inc. and First National Bank of Pasco, the Commercial
Security Agreement, dated May 15, 2024, between ECD Automotive Design, Inc. and First National Bank of Pasco and the Promissory Note in
the amount of $1,500,000, dated May 15, 2024, between ECD Automotive Design, Inc. and First National Bank of Pasco, copies of which are
incorporated by reference and attached hereto, respectively, as Exhibits 10.29, 10.30 and 10.31.

 Black Dog Traders
Agreements

 On
June 4, 2024, ECD entered into agreements with Black Dog Traders to produce branded classic Toyota FJ SUVs. Black Dog Traders specializes
in customizing and modernizing Toyota Land Cruisers. Tailor-made in Dallas Texas to go anywhere and do anything. The perfect blend of
classic and modern, with an emphasis on performance and comfort. For more information, visit www.blackdogtraders.com.

 On
June 4, 2024, ECD entered into a strategic partnership agreement (the "Black Dog Agreement") with DOJA, LLC (the "Representative"),
pursuant to which the Representative is engaged to refer potential clients to ECD who are interested in purchasing certain vehicles, and
the Representative grants to ECD an exclusive, revocable, non-transferable, non-sublicensable license, with the right to use the mark
"BLACK DOG TRADERS" (the "Mark") solely with respect to certain vehicles, and also the right of first refusal
to hold an exclusive license to use the Mark in connection with any automobiles other than those certain vehicles. The Representative
shall receive a fee in connection with each of the following: (i) ECD's sale of certain vehicles to a customer as a result of the
Representative's referral, or (ii) ECD's sale of certain vehicles if such vehicles are branded with the Mark but where the
Representative did not make the referral.

 On
June 4, 2024, ECD entered into a consulting agreement ("Black Dog Consulting Agreement") with Austin R. Peterson, founder
and owner of Black Dog Traders, pursuant to which Austin R. Peterson shall provide consulting services, and ECD shall pay Austin R. Peterson
in the amount of $15,000 per month.

 The
foregoing summary of the Black Dog Agreement and the Black Dog Consulting Agreement does not purport to be complete and is qualified in
its entirety by reference to the actual Black Dog Agreement and the Black Dog Consulting Agreement, a copy of which is attached hereto
as Exhibit 10.34 and Exhibit 10.35, respectively, and is incorporated herein by reference.

 Private Sales of Securities

ECD's Current Report on Form 8-K filed on January 16, 2024, on January 11, 2024, ECD and Benjamin Piggott entered into a securities
subscription agreement (the "January 2024 Subscription Agreement"), pursuant to which ECD issued and sold in a private transaction
25,000 shares of Common Stock to Benjamin Piggott at a price of $10.00 per share or an aggregate purchase price of $250,000.00. A copy
of the January 2024 Subscription Agreement is attached hereto as Exhibit 10.13.

 As
previously disclosed in ECD's Current Report on Form 8-K filed on August 12, 2024, on August 8, 2024, ECD and Theodore Duncan entered
into a securities subscription agreement (the "August 2024 Subscription Agreement"), pursuant to which ECD issued and sold
in a private transaction 1,000,000 shares of Common Stock and a warrant agreement to purchase 100,000 shares of Common Stock at an exercise
price of $0.01 per share (the "Warrant Agreement") to Theodore Duncan for an aggregate purchase price of $1,000,000. The foregoing
summary of the August 2024 Subscription Agreement and the Warrant Agreement does not purport to be complete and is qualified in its entirety
by reference to the actual agreements which are filed hereto as Exhibit 10.30 and Exhibit 10.31, and are incorporated herein by reference.

 As
previously disclosed in ECD's Current Report on Form 8-K filed on August 12, 2024, as amended on August 16, 2024, on August 9, 2024,
ECD entered into a securities purchase agreement (the "August SPA") with Defender SPV LLC (the "Lender") pursuant
to which the Lender agreed to waive the pre-existing events of default that occurred under the December Note and the Company Preferred
Stock and the Company agreed to execute and deliver to the Lender a senior secured convertible note (the "August Note"), in
exchange for a loan in the principal amount of $1,154,681. The foregoing summary of the August SPA and the August Note does not purport
to be complete and is qualified in its entirety by reference to the actual agreements forms of which are filed hereto as Exhibit 10.38
and Exhibit 10.39, and are incorporated herein by reference.

 The
August SPA also provides that in connection with the August Note, the Company will also issue to the Lender at no additional cost 300,000
shares of Common Stock and a warrant to purchase 79,673 shares of Common Stock at an exercise price of $11.50 per share (the "Common
Share Warrant"). A copy of the Common Share Warrant is attached hereto as Exhibit 10.40.

 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 foregoing summary of the January 2025 SPA and the January 2025 Note does not purport to be complete and is qualified
in its entirety by reference to the actual agreements forms of which are filed hereto as Exhibit 10.46 and Exhibit 10.47, and are incorporated

 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"). A copy of the form of Common Share Warrant is attached hereto as Exhibit
10.48.

 In
connection with the January 2025 SPA, on January 13, 2025, the Company and the Lender entered into a registration rights agreement (the
"Registration Rights Agreement"), pursuant to which the Lender has been granted certain customary registration rights with
respect to (i) the Commitment Shares and (ii) the shares of Common Stock underlying (x) the January 2025 Note and (y) the Common Share
Warrant (collectively, the "Registrable Securities"). Pursuant to the Registration Rights Agreement, the Company has agreed
to file a registration statement with the SEC to register the Registrable Securities within 45 days after the closing of the transaction
and to have such registration statement effective within 90 days of such closing.

 The foregoing description of the Registration Rights Agreement does
not purport to be complete and is qualified in its entirety by the terms and conditions of the form of Registration Rights Agreement which
is attached hereto as Exhibit 10.49 and is incorporated herein by reference.

 Black Bridge Referral
Agreement

 On
August 22, 2024, ECD entered into a referral agreement (the "Black Bridge Referral Agreement") with Black Bridge Motors, LLC
("Black Bridge) to produce branded classic Land Rover Defender SUVs at ECD's Kissimmee, Florida facility. Black Bridge offers
re-engineered solutions to classic car ownership that provides a modern driving experience while retaining the vehicle's iconic design.
For more information, visit www.blackbridgemotors.com.

 Pursuant
to the Black Bridge Referral Agreement, Black Bridge is engaged to refer potential clients to ECD who are interested in purchasing certain
vehicles, and Black Bridge grants to ECD an exclusive, revocable, non-transferable, non-sublicensable license, with the right to use its
branding, subject to terms in the Black Bridge Referral Agreement. During the term of the Black Bridge Referral Agreement, Black Bridge
shall receive a fee in connection with ECD's sale of vehicles to a customer as a result of the Black Bridge's referral, as
follows: (i) for the first 5 referred vehicles sold. ECD shall pay a fee equal to 5% of the vehicle sales price; (ii) for the next 6-10
referred vehicles sold. ECD shall pay a fee equal to 7.5% of the vehicle sales price and (iii) for all referred vehicles sold after the
first 10 referred vehicles sold, ECD shall pay a fee equal to 10% of the vehicle sales price.

 The
foregoing summary of the Black Bridge Referral Agreement does not purport to be complete and is qualified in its entirety by reference
to the actual Black Bridge Referral Agreement, a copy of which is attached hereto as Exhibit 10.42, and is incorporated herein by reference.

 Officer and Director
Resignations and Appointments

 As
previously disclosed in ECD's Current Report on Form 8-K filed on September 20, 2024, on September 16, 2024, ECD received the resignation
of Raymond Cole as Chief Financial Officer of the Company effective immediately. Mr. Cole's resignation was due to personal reasons
and was not the result of any disagreement with the Company on any matter relating to the Company's operations, policies or practices.
On the same date, Mr. Benjamin Piggott was appointed as the Company's Chief Financial Officer by the Company's board of directors
(the "Board"). A copy of Mr. Piggott's employment agreement is attached hereto as Exhibit 10.24.

 In conjunction with the appointment of Mr. Piggott as CFO, on
September 16, 2024, Mr. Piggott and Thomas Humble both resigned from their positions as members of the Board. Prior to his resignation,
Mr. Piggott served as the Chairman of the Board and a member of the Company's Audit Committee, Compensation Committee and Nominating
Committee. Mr. Humble did not serve on any committees of the Board. The resignations of Mr. Piggott and Mr. Humble from the Board were
not the result of any disagreement with the Company on any matter relating to the Company's operations, policies or practices.
Additionally, on September 16, 2024, the Company's Chief Executive Officer, Scott Wallace, was appointed as the Chairman of the
Board.

 As
previously disclosed in ECD's Current Report on Form 8-K filed on December 11, 2024, on November 11, 2024, Keven Kastner ("Mr.
Kastner") started working for ECD as the Chief Revenue Officer. The Company and Mr. Kastner entered into an employment agreement,
dated December 9, 2024, for a term of one year (the "Employment Agreement"). The Employment Agreement is attached hereto as
Exhibit 10.25. Mr. Kastner will be tasked with driving sales and price point growth through new market channels for the Company. Mr. Kastner
will also be responsible for managing all aspects of the revenue stream within the organization, with the aim of meeting or exceeding
annual projections. No family relationships exist between Mr. Kastner and any of the Company's directors or other executive officers.

 Agreement with One
Drivers Club

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.

 The
foregoing summaries of the ODC Agreement and Usage Agreement do not purport to be complete and is qualified in its entirety by reference
to the actual ODC Agreement and Usage Agreement, a copies of which are attached hereto as Exhibits 10.43 and 10.44, and are incorporated

 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.

 The
foregoing summary of the Ten Easy Street Agreement does not purport to be complete and is qualified in its entirety by reference to the
actual Ten Easy Street Agreement, a copy of which is attached hereto as Exhibit 10.45, and is incorporated herein by reference.

 Annual Stockholders
Meeting

 On
December 27, 2024, ECD held its 2024 annual meeting of stockholders (the "Annual Meeting"). On November 27, 2024, the record
date for the Annual Meeting, there were 36,199,662 shares of common stock of the Company entitled to be voted at the Annual Meeting, 21,334,357
shares of common stock of the Company or 58.94 % of which were represented in person or by proxy. The Incentive Plan Amendment Proposal
to approve an amendment to the Company's 2023 Equity Incentive Plan to increase the number of shares of common stock reserved under
the Plan from 400,000 shares to 2,500,000 shares, the Director Proposal to elect Robert Machinist and Patrick Lavelle as the Class I directors
to serve until the 2027 annual meeting and until his respective successor has been duly elected and qualified or until his earlier resignation,
removal or death, and the Auditor Ratification Proposal to ratify the appointment of Barton CPA PLLC, as the Company's independent
registered public accounting firm for the year ending December 31, 2024 were approved by the stockholders at the Annual Meeting. The results
of the ECD's Annual Meeting were previously reported in ECD's Current Report on Form 8-K filed on December 30, 2024.

 ITEM 1A. RISK FACTORS.

 An investment in our securities
involves a high degree of risk. You should carefully consider the risks described below before making an investment decision. Our business,
prospects, financial condition, or operating results could be harmed by any of these risks, as well as other risks not known to us or
that we consider immaterial as of the date of this annual report. The trading price of our securities could decline due to any of these
risks, and, as a result, you may lose all or part of your investment. The following discussion should be read in conjunction with ECD's
financial statements and notes thereto included herein. You should carefully consider the following risk factors in addition to the other
information included in this annual report, including matters addressed in the section titled "Special Note Regarding Forward-Looking
Statements."

 Risks Related to ECD

 ECD has a limited operating history with
a history of losses, and expects to incur significant expenses for the near term.

 ECD has a limited operating
history. ECD's business is difficult to evaluate due to its relatively brief operating history, and its prospects will be dependent
on its ability to meet a number of challenges. Because ECD has a limited operating history, you may not be able to evaluate its prospects
accurately. ECD's ability to create, design, develop, manufacture, and deliver automobiles of high quality on schedule and on a
large scale is unproven, which may make it more difficult for ECD to forecast and plan for its capital requirements.

 If we fail to manage our growth effectively,
our business could be harmed.

 ECD's operations are
subject to all the risks inherent with growing business enterprises. The Business Combination will significantly increase ECD's
visibility in the luxury automotive market, which may result in an increased demand for ECD's products. To manage ECD's growth
effectively, ECD must continue to be able to launch new products and increase its production capacity to meet changing consumer preferences
and ECD's customers' demand in a timely and cost-effective manner. These efforts may require substantial financial expenditures,
commitments of resources, developments of our processes, and other investments and innovations. As we grow, we may not be able to execute
those efforts as quickly as other more efficient organizations may. If ECD does not successfully manage our growth, we may not be able
to timely fulfil orders, which could have a material adverse effect on ECD's business, prospects, results of operations and financial
condition.

 ECD's business strategy may not be
successfully implemented, which could negatively impact its financial results and stock price.

 The success of ECD's
strategy depends on several factors, including its ability to introduce new products and services that meet customer needs and preferences,
expand into new markets and geographies, attract and retain qualified personnel, manage ECD's expenses and costs, implement new
vehicle production lines and increase the capacity of existing ones, and respond to changes in market conditions, industry trends, and
customer demand. However, there can be no assurance that ECD will be able to effectively execute its strategy, which could adversely affect
its business, financial condition, and results of operations. Any delays, cost overruns, or other issues associated with implementing
the strategy could negatively impact ECD's financial results and its ability to attract and retain investors.

 Moreover, ECD may face competition
from other businesses that are better positioned to implement similar strategies, which could make it more difficult for ECD to achieve
its objectives. As a result, there is a risk that ECD's strategy may not be successfully implemented, which could materially and
adversely affect its business, financial condition, and results of operations.

 ECD's vehicles are highly customized
and may not perform in a manner consistent with customers' expectations.

 ECD customizes its vehicles
based on significant input from each of its customers. Customizations include several aspects of the vehicle's performance and aesthetics,
and involve the work of highly skilled mechanics and automotive designers. As a result, every vehicle that ECD develops is unique, and
is usually not available for customers to "test drive" prior to taking delivery, as would be customary in ready-made luxury
vehicles dealerships. Customers' eventual dissatisfaction may be based on performance, aesthetics, or other features of the vehicle.
While most customers usually only communicate such dissatisfaction to ECD directly, if a customer discloses, and/or publicizes their experience
and subjective opinions on social media and other public platforms, it could negatively affect ECD's reputation and have a material
adverse effect on ECD's business and prospects.

 ECD's business is highly dependent
on the price, availability and quality of base vehicles.

 ECD's business depends
on its ability to successfully purchase used automobiles. All vehicles used by ECD were originally built and sold by an unaffiliated third-party
manufacturer. Additionally, all vehicles that ECD purchases have been previously used by unaffiliated third-party consumers. ECD has a
process to assess the quality of the base vehicles it purchases, including accident background checks; however, our safety protocol and
quality inspection processes may be insufficient to identify all defects of the vehicles and compromise the quality standards of our products,
which could have a negative impact in our customers' satisfaction and, consequently, in our results of operations. Furthermore,
ECD does not control the price fluctuation, product availability, or original quality of those vehicles. As a result, the price, availability,
and quality of such automobiles can fluctuate significantly. Such fluctuations may lengthen ECD's delivery timelines and may increase
ECD's cost of locating, purchasing, importing, deconstructing, and retrofitting the vehicles, any of which could have a material
and adverse effect on ECD's business, prospects, results of operations and financial condition.

 ECD's ability to predict future demand
for its vehicles and inventory is limited, which limits the accuracy of ECD's financial forecasts.

 ECD operates a just-in-time
manufacturing model, which requires it to maintain certain inventory to serve as input to its processes. ECD currently keeps in inventory
more than two thirds of the manufacturing parts to be used in each of its processes. ECD's ability to predict demand for its vehicles,
including demand for particular body styles, models or trim levels, is limited. The demand for ECD's vehicles can vary significantly
as a result of factors outside of ECD's control (such as, for example, general economic conditions, the popularity of Land Rover
or Jaguar base models and unforeseen cancellation of customers' orders). Further, delays beyond expected wait times could also impact
customers' decisions on whether to ultimately complete a purchase of an ECD vehicle. ECD routinely provides estimated delivery times
to ECD's prospective customers, but such delivery times may vary considerably, depending on the availability of materials and labor
needed to complete the project. Due to ECD's limited ability to predict demand for ECD's vehicles, ECD may be unable to accurately
forecast its future revenues, expenses and inventory requirements.

 Currently, ECD has no historical
basis for making projections about the demand for certain of its vehicles or the ability of its supply chain contractors to develop, manufacture,
and deliver the material ECD needs to operate. If ECD fails to manage its inventory effectively and accurately predict its manufacturing
requirements, it could incur additional costs associated with excess inventory or inadequate inventory, which could affect the production
process and delivery of its vehicles and adversely affect ECD's business, prospects, results of operations and financial condition.

 ECD does not have a diversified range of
operations or portfolio of investments, and ECD's business is highly specific to the customization and restoration of Land Rover
Series, Land Rover Defenders, Range Rover Classics, Jaguar, Ford Mustang and Toyota FJ car models.

 ECD has no plans to own any
assets or have any activities not associated with custom vehicle restoration. Thus, ECD is not, and will not be in the foreseeable future,
diversified as to the type of assets it owns and manages. The effects on cash available for distribution to shareholders resulting from
a downturn in the automobile industry will be more pronounced than if ECD had diversified its business and investments.

 ECD currently depends on revenues
from a limited number of vehicle models and manufacturers and expects this to continue for the foreseeable future. ECD currently only
customizes Land Rover Series, Range Rover Classics, Land Rover Defenders, Jaguar E-Types, Ford Mustang and Toyota FJ and some occasional
other models from the same car manufacturer. ECD does not have expertise in any other car manufacturers or models. ECD's business
is entirely dependent upon the availability of vehicles with respect to which ECD has design and manufacturing know-how and expertise.
Should any of these models become unavailable, cost-prohibitive, or subject to a manufacturer or government recall requirement, this will
significantly limit the services that ECD can provide, which will in turn materially and adversely affect ECD's business, prospects,
results of operations and financial condition.

 ECD's ability to create, design, develop,
manufacture, and deliver automobiles of high quality on schedule and on a large scale is unproven.

 ECD has only recently started
to operate in the Energized Electric Vehicle (EV) industry. Its ability to create, design, develop, manufacture, and deliver automobiles
of high quality on schedule and on a large scale is unproven, which may make it more difficult for ECD to forecast and plan for its capital
requirements.

 ECD estimates that approximately
a fifth of its vehicles are EV. Any increase in the cost, or reduced availability, of EV propulsion systems used by ECD may lead to higher
production costs for ECD's EVs and could jeopardize its ability to successfully deliver on its EV strategy, which may adversely
affect its business and results of operations.

 ECD's business is highly specialized
and dependent on a continuing demand for high-end, luxury customer passenger vehicles.

 ECD's vehicles are highly
customized and are referred to in the industry as "exotic" cars, with a relatively high base model price. For many of its
consumers, vehicles purchased from ECD are not the consumers' primary source of transportation. ECD's future growth is dependent
on the continuing consumer demand for high-end custom passenger vehicles, the prospects of which are subject to many uncertainties, including
the global economy, unforeseeable health crises, and/or other force majeure events. Any change in the economic climate could result in
consumers curbing their spending, and it is likely that luxury items, such as ECD's vehicles, would be among the items first affected
by any such reduced spending, which would in turn adversely affect ECD's business, prospects, results of operations and financial
condition.

 ECD may fail to adequately obtain, maintain,
enforce and protect ECD's intellectual property and may not be able to prevent third parties from unauthorized use of ECD's
intellectual property and proprietary technology.

 ECD's methods and processes
in building its vehicles are highly proprietary and specific to its business. However, regulatory protection (such as, for example, patent
or trademark registration with the United States Patent and Trademark Office and copyright registration with the United States Copyright
Office) for such processes is largely unavailable. ECD establishes and protects its intellectual property and proprietary technology through
a combination of licensing agreements, third-party nondisclosure and confidentiality agreements and other contractual provisions. Despite
ECD's efforts to obtain and protect intellectual property rights, there can be no assurance that these protections will be available
or adequate in all cases to prevent ECD's competitors, or other third parties, from copying, reverse engineering or otherwise obtaining
and using ECD's technology or products. Failure to adequately obtain, maintain, enforce and protect ECD's intellectual property
could result in its competitors offering identical or similar products, potentially resulting in the loss of ECD's competitive advantage
and adversely affect ECD's business.

 ECD's business depends on the success
of its marketing strategies.

 ECD plans to enhance its brand
recognition, improve its brand reputation, and grow its client base by substantial investments in marketing and business development activities.
However, ECD cannot guarantee that its marketing strategies or spending will have their anticipated effect or generate revenue. ECD faces
a number of challenges in the sale and marketing of its vehicles, including, without limitation:

 ECD competes with other luxury automotive manufacturers for consumer spending;

 demand in the luxury automobile industry is highly volatile;

 ECD may not be able to keep up with consumer demand, thereby resulting in unreasonably lengthy delivery timeframes of its customer vehicles;

 the final delivered aesthetic, performance, and quality of ECD's vehicles may vary from estimates and may not meet customer's expectations;

 ECD's brand image could be harmed due to negative publicity affecting its suppliers, vendors, and the vehicle makes or models that ECD customizes; and

 it is expensive to establish a strong brand, and ECD may not succeed in establishing, maintaining, and strengthening the ECD brand in a cost-efficient manner, or at all.

 ECD may not succeed in continuing
to maintain and strengthen its reputation and brand, and ECD's reputation and brand could be harmed by negative publicity with respect
to us, our directors, officers, employees, shareholders, business partners, or the automotive industry in general. If ECD is unable to
efficiently enhance its brand and market its vehicles, this may have a material and adverse effect on ECD's business, prospects,
financial condition, and operating results.

 ECD's success is dependent on the
continued leadership and experience of ECD Initial Securityholders, and the loss of their services may have a material and adverse effect
on ECD's operations and financial condition.

 ECD's success is dependent
to a large degree principally on the personal efforts, experience, and abilities of the ECD Initial Securityholders. The ECD Initial Securityholders
are responsible for all operational, strategic, financial, and legal decisions of ECD. See item "Directors and Executive Officers"
for additional information about each of the ECD Initial Securityholders' roles and contributions to ECD. The loss of any of the
ECD Initial Securityholders' services may have a material adverse effect on ECD's business, prospects, results of operations
and financial condition, and there can be no assurance that ECD would be able to attract qualified replacement personnel. ECD does not
anticipate purchasing any "key man" insurance on any of the ECD Initial Securityholders. In the event that any ECD Initial
Securityholder dies or becomes incapacitated, ECD will not only have to compensate for the loss of their talent and experience, but will
also have to incur the cost of having to find a replacement for their services (such as by means of recruiting agencies) and will have
to negotiate a new compensation structure for the replacement personnel, whose compensation could be significantly higher than that previously
paid to such ECD Initial Securityholder. In addition to the potentially substantial cost of having to find replacement personnel, the
loss of any ECD Initial Securityholder as a service provider to ECD could divert management's attention from operations, which could
have a material adverse effect on ECD's business, financial condition and operating results.

 ECD may lose or fail to attract and retain
key management personnel and salaried employees.

 An important aspect of ECD's
competitiveness is its ability to attract and retain key salaried employees and management personnel, such as ECD's mechanics. ECD's
ability to do so is influenced by a variety of factors, including the compensation we pay and the competitiveness of our overall compensation
package. ECD may not be as successful as competitors at recruiting, assimilating and retaining highly skilled personnel. The loss of the
services of any member of senior management or a key salaried employee could have an adverse effect on ECD's business.

 The requirements of being a public company
may strain our resources and distract our management, which could make it difficult to manage our business, particularly after we are
no longer an "emerging growth company."

 As a public company, we are
subject to the reporting requirements of the Exchange Act and the requirements of the Sarbanes-Oxley Act. The Company did not timely file
its Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 and the Company may not be able to timely file its Exchange
Act reports in the future. These requirements may place a strain on our systems and resources. The process of becoming, and operating
as, a public company may also distract our management from focusing on our business and strategic priorities. Further, we may not be able
to issue debt or equity on terms acceptable to us and we may not be able to attract and retain employees as desired.

 We may also not fully realize
the anticipated benefits of the Business Combination and of being a public company, or the realization of such benefits may be delayed,
if any of the risks identified in this "Risk Factors" section, or other events, were to occur.

 Furthermore, as an "emerging
growth company" as defined in the JOBS Act, we are permitted to, and intend to take advantage of certain exemptions from various
reporting requirements that are applicable to other public companies that are not emerging growth companies. When these exemptions cease
to apply, we expect to incur additional expenses and devote increased management effort towards ensuring compliance with them. We cannot
predict or estimate the amount of additional costs we may incur as a result of becoming a public company or the timing of such costs.

 ECD may incur losses and costs because of
warranty claims and product liability and intellectual property infringement actions that may be brought against ECD.

 ECD faces an inherent business
risk of exposure to warranty claims and product liability in the event that ECD's customized vehicles fail to perform as expected
and, in the case of product liability, such failure of ECD's vehicles results in bodily injury and/or property damage. The customization
of vehicles is a complex and precise process. ECD's customers specify quality, performance and reliability standards. If any flaws
in ECD's customized vehicles were to occur, ECD could experience a rate of failure in our products that could result in significant
delays in shipment and re-work or repair and replacement costs. Although ECD engages in extensive product quality programs and processes,
these may not be sufficient to avoid failures, which could cause ECD to:

 lose net revenue;

 incur increased costs such as warranty expense and costs associated with customer support;

 experience delays, cancellations or rescheduling of orders for ECD's vehicles;

 experience increased returns or discounts; or

 damage ECD's reputation,

 all of which could negatively affect
our financial condition and results of operations.

 Warranty reserves will include
the ECD management team's best estimate of the projected costs to repair or to replace items under warranty. Such estimates are
inherently uncertain, particularly in light of ECD's limited operating history and the limited field data available to it. Despite
having historically accurately estimated our reserves for expenses related to our warranty programs, changes to such estimates based on
real-world observations may cause material changes to ECD's warranty reserves in the future. If ECD's reserves become inadequate
to cover future maintenance requirements on its vehicles, its business, prospects, financial condition and results of operations could
be materially and adversely affected. ECD may become subject to significant and unexpected expenses as well as claims from ECD's
customers. There can be no assurances that then-existing reserves will be sufficient to cover all claims.

 ECD's business could be adversely
affected by computer malware, viruses, ransomware, hacking, phishing attacks and security threats, including cybersecurity threats and
related disruptions, which could result in security and privacy breaches and interruption in service.

 ECD depends on digital technologies,
including information systems, infrastructure and cloud applications and services, including those of third parties with which ECD may
deal. Computer malware, viruses, physical or electronic break-ins and similar disruptions could lead to interruption and delays in
ECD's services and operations and loss, misuse or theft of data. Computer malware, viruses, ransomware, hacking and phishing attacks
against online networks have become more prevalent and may occur on ECD's systems in the future. Sophisticated and deliberate cyberattacks
to, or security breaches in, ECD's systems or infrastructure, or the systems or infrastructure of third parties or the cloud, could
lead to corruption or misappropriation of ECD's assets, proprietary information and sensitive or confidential data. As an early-stage
company without significant investments in data security protection, ECD may not be sufficiently protected against such occurrences. ECD
may not have sufficient resources to adequately protect against, or to investigate and remediate any vulnerability to, cyber incidents.
Insurance may not be sufficient to cover significant expenses and losses related to cyber-attacks. Efforts to prevent cyber attackers
from entering computer systems are expensive to implement, and ECD may not be able to cause the implementation or enforcement of such
preventions with respect to its third-party vendors. ECD's chief executive officer, under the direction of the Board, is primarily
responsible for monitoring and addressing risks and threats related to information technology and cyber security. ECD uses third-party
service providers, such as GoDaddy Mediatemple, Inc., d/b/a Sucuri, and Omni Springs, LLC, to provide ECD with services related to monitoring
its website, e-mail, spam protection, among others, also take steps to protect the security and integrity of ECD's information technology
systems and ECD's and its customers' information. However, there can be no assurance that such systems and measures will not
be compromised due to intentional misconduct, as well as by software bugs, human error, or technical malfunctions. Though it is difficult
to determine what, if any, harm may directly result from any specific interruption or attack, any failure to maintain performance, reliability,
security and availability of systems and technical infrastructure may, in addition to other losses, harm ECD's reputation, brand
and ability to attract customers.

 Risks Related to ECD's Business and Industry

 The luxury automotive industry has significant
barriers to entry that ECD must continue to overcome to manufacture and sell custom luxury vehicles at scale.

 The luxury automotive industry
has significant barriers to entry, including large capital requirements, investment costs of designing, manufacturing, and distributing
vehicles, the need for specialized design and development expertise, regulatory requirements, establishing a brand name and image, a lack
of consistency relating to customer preferences with respect to their custom vehicles; long lead times to bring refurbished vehicles to
market from the concept and design stage; the need for specialized design and development expertise; and the need to establish sales and
service locations.

 If ECD is not able to efficiently
overcome these barriers, there may be an adverse effect on the business, prospects, results of operations and financial condition of ECD,
and ECD may be unable to grow or scale its business.

 The custom, luxury automotive market is highly competitive and
ECD may not be successful in competing in this industry.

 The custom, luxury automotive
industry is extremely competitive in multiple aspects, including with respect to price, quality and customer recognition. Our current
and potential competitors may be able to devote greater resources to the design, development, manufacturing, distribution, promotion,
sale, servicing, and support of their products. In addition, some of our competitors have longer operating histories, larger and more
established sales forces, broader customer and industry relationships and other resources than we do. Our competitors may be in a stronger
position to respond quickly to new technologies and may be able to design, develop, market and sell their products more effectively than
we do.

 ECD may not be able to successfully
implement new technologies or adapt its products and services in a timely manner, inability which could adversely affect ECD's competitive
advantage and its ability to build and maintain brand recognition and attract and retain customers.

 ECD operates in a regulatory environment
that is evolving and uncertain. ECD may not be able to respond quickly enough to changes in regulations, technology and technological
risks, and to develop ECD's intellectual property into commercially viable products.

 To date there is limited regulation
on mass retrofitting of vehicles. As such, new laws and regulations could be adopted in the United States and abroad. Further, existing
laws and regulations may be interpreted in new ways that could impact ECD's operations and attribute additional restrictions and
regulatory requirements to its business and operations. The additional cost and time needed to provide information to authorities and
to comply with such regulations could negatively impact ECD's business.

 Changes in legislative, regulatory
or industry requirements or in competitive technologies may render certain of ECD's products obsolete or less attractive. ECD's
ability to anticipate changes in technology and regulatory standards and to successfully develop and introduce new and enhanced products
on a timely basis are significant factors affecting ECD's ability to remain competitive and to maintain or increase ECD's
revenues. ECD cannot assure that certain of our products will not become obsolete or that ECD will be able to achieve the technological
advances that may be necessary for ECD to remain competitive and maintain or increase ECD's revenues in the future. ECD is also
subject to the risks generally associated with the introduction and application of new products, including lack of market acceptance,
delays in product development or production and failure of products to operate properly. The pace of ECD's development and introduction
of new and improved products depends on ECD's ability to implement successfully improved technological innovations in design, engineering,
manufacturing and internal management (such as a computerized cash collection and data processing system, certain computer hardware, and
operating and accounting software), all of which require extensive capital investment. Any limits to capital expenditure could reduce
ECD's ability to develop and implement improved technological innovations, which may materially reduce demand for ECD's products
and adversely affect ECD's business.

 Risks Related to Financing Our Business

 ECD may require additional financing after
the Business Combination.

 ECD's business and industry
is highly capital-intensive. ECD projects that it will continue to incur significant operating costs, including for production ramp up,
raw material procurement, general and administrative expenses to scale operations, and sales, marketing, and distribution expenses as
it builds its brand and markets its vehicles. ECD will also incur additional costs associated with operating as a public company following
the Business Combination.

 The net proceeds from the
Note Financing and from the Business Combination may not be sufficient to meet all of the capital needs of ECD in the long-term. As a
result, ECD may need to raise additional funds by means of equity financing or debt financing to implement its business strategy ("Additional
Financing") and, if such Additional Financing is obtained, the interests of ECD's shareholders may be subordinated and/or
diluted, as applicable. Any future debt financing may involve agreements that include covenants limiting or restricting our ability to
take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends. Those restrictions could
adversely impact ECD's ability to conduct its operations and execute its business plan. To the extent that ECD raises additional
capital through the sale of equity or convertible debt securities, investors' ownership interests in ECD will be diluted, and the
terms of these securities may include liquidation or other preferences that adversely affect investors' rights as a common shareholder.
At this time, ECD does not have any firm commitment for an Additional Financing and there can be no assurance that any Additional Financing
will be available or on terms and conditions acceptable to ECD. The inability to obtain Additional Financing may have a material adverse
effect on ECD's business, prospects, results of operations and financial condition.

 General Risk Factors Applicable to ECD

 General economic conditions may materially
and adversely affect ECD's business.

 The ECD's success is
dependent on the disposable income of its customers. A worldwide or national economic downturn could have a significant impact on ECD's
business. ECD's revenues derive primarily from restoring and customizing luxury vehicles, which are discretionary purchases. From
this perspective, a deterioration in general economic conditions or decreases in consumer confidence in the economy could result in a
decline in sales if, as a result, customers reduce their discretionary spending.

 Inflationary pressures and persistently
high prices and uncertain availability of inputs used by ECD and ECD's suppliers, or instability in logistics and related costs,
could negatively impact ECD's profitability. Pending tariffs proposed by the Trump Administration, may also negatively impact the
cost structure of ECD's supply chain, and ECD may not be able to pass these price increases on to its customers.

 Increases in prices, including because of inflation
and rising interest rates, for inputs that ECD and ECD's suppliers use in manufacturing products, systems, components and parts,
or increases in logistics and related costs, have led in the past and may lead in the future to higher production costs for parts, components
and vehicles. The pending tariffs proposed by the Trump Administration, may also negatively impact the cost structure of ECD's supply
chain, and ECD may not be able to pass these price increases on to its customers.

 Geopolitical risks, fluctuations
in supply and demand, fluctuations in interest rates, any weakening of the U.S. dollar in comparison with other currencies, and other
economic and political factors have created and may continue to create pricing pressure for ECD's inputs. These inflationary pressures
could, in turn, negatively impact ECD's profitability because we may not be able to pass all of those costs on to our customers
or require our suppliers to absorb such costs.

 ECD's business is highly dependent
on international and single-source component suppliers, and any changes in governmental regulations and international trade relations
conditions may materially and adversely affect ECD's business.

 ECD's business relies
heavily on a limited number of suppliers for the materials and services necessary for its operations. This concentration of suppliers
creates a significant risk for ECD, as any disruption in its supply chain could lead to delays, increased costs, or a failure to meet
customer demand.

 If ECD were to lose one or
more of these suppliers, it may not be able to find a suitable replacement in a timely manner, which could lead to a disruption in ECD's
operations and a decline in its financial performance. Furthermore, ECD's reliance on a limited number of suppliers may limit its
ability to negotiate favorable terms, including pricing and delivery schedules. If ECD's suppliers were to increase their prices,
ECD may not be able to pass on these increased costs to its customers, which could negatively impact ECD's profitability. As a result,
any significant disruption or loss of a key supplier could have a material adverse effect on ECD's business, financial condition,
and results of operations. ECD may need to seek alternative sources of supply or develop in-house capabilities to mitigate this risk,
which could be costly and time-consuming.

 ECD's reliance on successfully
importing automobiles could subject ECD to risks, including risk relating to international relations, import and export laws and regulations,
inventory availability, and others. Typical components that ECD purchases include base vehicles and vehicle parts. ECD uses all of these
components in every project that it completes, depending on its customer's specifications. ECD imports its base vehicles and certain
components from the United Kingdom to its Kissimmee, Florida, U.S. headquarters. Changes in U.S. and U.K. trade policy; changes to customs
requirements or procedures (e.g., inspections) or new or higher tariffs on certain foreign goods, such as steel and certain vehicle parts;
new or evolving non-tariff barriers or domestic preference procurement requirements; enforcement of, changes to, withdrawals from or impediments
to implementing free trade agreements; changes in foreign currency exchange rates and interest rates; impact of changes to and compliance
with U.S. and foreign countries' export controls, economic sanctions and other similar measures; liabilities resulting from U.S.
and foreign laws and regulations, including, but not limited to, those related to the Foreign Corrupt Practices Act and certain other
anti-corruption laws, all may result in increased costs for goods imported into the U.S. and have a material adverse effect on ECD's
financial condition or results of operations.

 Pandemics, epidemics, disease outbreaks
and other public health crises, such as the COVID-19 pandemic, have disrupted our business and operations, and future public health crises
could materially adversely impact our business, financial condition, liquidity and results of operations.

 Pandemics, epidemics or disease
outbreaks in the U.S. or globally, including the COVID-19 pandemic, have disrupted, and may in the future disrupt, our business, which
could materially affect our results of operations, financial condition, liquidity and future expectations. Any such events may adversely
impact our global supply chain and global manufacturing operations and cause us to again suspend our operations. In particular, we could
experience among other things: (1) global supply disruptions; (2) labor disruptions; (3) an inability to manufacture; (4) an inability
to sell to our customers; (5) a decline in design studio traffic and customer demand during and following the pandemic; (6) lower than
expected pricing on vehicles sold; and (7) an impaired ability to access credit and the capital markets. Any new pandemic or other public
health crises, or future public health crises, could have a material impact on our business, financial condition and results of operations
going forward.

 Risks Related to Ownership of the Company Common
Stock

 The market price of our equity securities
may be volatile, and your investment could suffer or decline in value.

 The stock markets, including
the Nasdaq, on which certain of our securities are listed, have from time to time experienced significant price and volume fluctuations.
Even if an active, liquid and orderly trading market develops and is sustained for the Common Stock and our Warrants, the market price
of the Common Stock and our Warrants may be volatile and could decline significantly. Given the substantial amount of redemptions in connection
with the Business Combination and the relative lack of liquidity in our stock, sales of our Common Stock under the registration statement
of which this prospectus is a part could result in a significant decline in the market price of our securities.

 On April 11, 2025, the closing
price of our Common Stock was $0.58 and the exercise price per share of the Warrants is $11.5. The exercise price of the Warrants is significantly
higher than the current market price of our Common Stock and accordingly, it is highly unlikely that Warrant holders will exercise their
Warrants in the foreseeable future. Cash proceeds associated with the exercises of the Warrants are dependent on our stock price and given
the recent price volatility of our Common Stock and relative lack of liquidity in our stock, there is no certainty that warrant holders
will exercise their warrants and, accordingly, we may not receive any cash proceeds in relation to our outstanding Warrants. In addition,
the trading volumes in shares of the Company Common Stock may fluctuate and cause significant price variations to occur. There can be
no assurance that the market prices of shares of the Company Common Stock will not fluctuate widely or decline significantly in the future
in response to a number of factors, including, among others, the following:

 the realization of any of the risk factors presented in this annual report;

 actual or anticipated differences in our estimates, or in the estimates of analysts, for our revenues, earnings, results of operations, level of indebtedness, liquidity or financial condition;

 failure to comply with the requirements of Nasdaq;

 variance in our financial performance from the expectations of market analysts;

 publication (or lack of publication) of research reports about the Company;

 failure of securities analysts to initiate or maintain coverage of us, changes in financial estimates by any securities analysts who follow us or our failure to meet these estimates or the expectations of investors;

 new laws, regulations, subsidies, or credits or new interpretations of existing laws applicable to us;

 actual or anticipated variations in our quarterly operating results;

 announcements by the Company or its competitors of significant business developments;

 the Company's ability to obtain adequate working capital financing;

 loss of any strategic relationships;

 actions by the Company's stockholders (including transactions in shares of the Company Common Stock);

 changes in applicable laws or regulations, court rulings, enforcement, and legal actions;

 sale of shares of the Company Common Stock or other securities in the future;

 changes in market valuations of similar companies and general market conditions in our industry;

 the trading volume of shares of the Company Common Stock;

 additions or departures of key management personnel;

 speculation in the press or investment community;

 continuing increases in market interest rates, which may increase the Company's cost of capital;

 changes in our industry;

 actual, potential, or perceived control, accounting, or reporting problems;

 changes in accounting principles, policies, and guidelines;

 other events or factors, including but not limited to those resulting from infectious diseases, health epidemics and pandemics (including but not limited to the ongoing COVID-19 pandemic) natural disasters, war, acts of terrorism, or responses to these events;

 our ability to execute the Company's business plan;

 actual, potential or perceived control, accounting or reporting problems;

 changes in the estimation of the future size and growth rate of our markets;

 broad disruptions in the financial markets, including sudden disruptions in the credit markets; and

 general economic and market conditions.

 In addition, the securities
markets have periodically experienced extreme price and volume fluctuations that are unrelated to the operating performance of particular
companies. These market fluctuations may also materially and adversely affect the market price of the Company Common Stock. In the past,
following periods of volatility in the market price of a company's securities, securities class action litigation has often been
instituted against that company. If the Company were involved in any similar litigation it could incur substantial costs and its management's
attention and resources could be diverted from running the business and implementing its business plan, which would have a material adverse
effect on us.

 The Company will issue shares of the Company
Common Stock or other equity or convertible debt securities without approval of the holders of the Company Common Stock, which would dilute
then-existing ownership interests and may depress the market price of the Company Common Stock.

 The Company may continue to
require capital investment to support its business and may issue additional shares of the Company Common Stock or other equity or convertible
debt securities of equal or senior rank in the future without approval of its stockholders in certain of circumstances.

 The Company's issuance
of additional shares of the Company Common Stock or other equity or convertible debt securities would have the following effects: (i)
the Company's existing stockholders' proportionate ownership interest in the Company would decrease; (ii) the amount of cash
available per share, including for payment of dividends in the future, may decrease; (iii) the relative voting power of each previously
outstanding shares of the Company Common Stock may be diminished; and (iv) the market price of the Company Common Stock may decline.

 If securities or industry analysts do not
publish research, publish inaccurate or unfavorable research, or cease publishing research about the Company, its share price and trading
volume could decline significantly.

 The trading market for the
Company Common Stock will depend, in part, on the research and reports that securities or industry analysts publish about the Company
or its business. the Company may be unable to sustain coverage by well-regarded securities and industry analysts. If either no or only
a limited number of securities or industry analysts maintain coverage of the Company, or if these securities or industry analysts are
not widely respected within the general investment community, the demand for the Company Common Stock could decrease, which might cause
its share price and trading volume to decline significantly. In the event that the Company obtains securities or industry analyst coverage
or, if one or more of the analysts who cover the Company downgrade their assessment of the Company or publish inaccurate or unfavorable
research about the Company's business, the market price and liquidity for the Company Common Stock could be negatively impacted.

 The resales of shares of the Company Common
Stock issued to ECD Securityholders and other significant stockholders may cause the market price of the Company Common Stock to drop
significantly, even if the Company's business is doing well.

 Immediately after Closing,
the ECD Securityholders held approximately 74.5% of the outstanding shares of the Company Common Stock, approximately 4.3% of which will
be eligible for sale pursuant to the Company Lock-Up Agreement and the Sponsor Lock-Up Agreement. Certain of the Company stockholders
will be restricted, subject to certain exceptions, from selling any of the Company Common Stock that they receive in or hold at the Effective
Time, which restrictions will expire and therefore additional the Company Common Stock will be eligible for resale six months after the
Effective Time.

 Subject to the Company Lock-Up
Agreements, the ECD Securityholders that are a party thereto (which are ECD's four executive officers and directors) may sell the
Company Common Stock pursuant to Rule 144 under the Securities Act ("Rule 144"), if available. In these cases, the resales
must meet the criteria and conform to the requirements of that rule, including, waiting until one year after the Company's filing
with the SEC of Form 10-type information reflecting the Business Combination.

 Upon expiration of the Lock-Up
Periods, and upon effectiveness of the registration statement that the Company files pursuant to the Amended and Restated Registration
Rights Agreement or upon satisfaction of the requirements of Rule 144, certain former EFHT stockholders and certain other significant
stockholders of the Company may sell large amounts of the Company Common Stock in the open market or in privately-negotiated transactions,
which could have the effect of increasing the volatility in the Company's share price or putting significant downward pressure on
the price of the Company Common Stock.

 We do not expect that the Company will pay
dividends in the foreseeable future after the Merger.

 We expect that the Company
will retain most, if not all, of its available funds and any future earnings after the Merger to fund its operations and the development
and growth of its business. As a result, we do not expect that the Company will pay any cash dividends on the Company Common Stock in
the foreseeable future.

 Following completion of the
Business Combination, the Company's board of directors will have complete discretion as to whether to distribute dividends. Even
if the board of directors decides to declare and pay dividends, the timing, amount, and form of such dividends, if any, will depend on
the future results of operations and cash flow, capital requirements and surplus, the amount of distributions, if any, received by the
Company from its subsidiaries, the Company's financial condition, contractual restrictions, and other factors deemed relevant by
the board of directors. There is no guarantee that the shares of the Company Common Stock will appreciate in value after the Business
Combination or that the trading price of the shares will not decline. Holders of the Company Common Stock should not rely on an investment
in shares of the Company Common Stock as a source for any future dividend income.

 The existence of indemnification rights
to the Company's directors, officers, and employees may result in substantial expenditures by the Company and may discourage lawsuits
against its directors, officers, and employees.

 The Amended Charter and bylaws,
contain indemnification provisions for its directors, officers, and employees. Such indemnification obligations could result in the Company
incurring substantial expenditures to cover the cost of settlement or damage awards against its directors, executive officers, and employees,
which it may be unable to recoup. These provisions and resultant costs may also discourage the Company from bringing a lawsuit against
its directors and executive officers for breaches of their fiduciary duties and may similarly discourage the filing of derivative litigation
by its stockholders against its directors and officers even though such actions, if successful, might otherwise benefit the Company and
its stockholders.

 If ECD fails to develop or maintain an effective
system of internal control over financial reporting, it may not be able to accurately report its financial results or prevent financial
fraud. As a result, current and potential stockholders could lose confidence in its financial reporting.

 ECD is subject to the risk
that its independent registered public accounting firm could communicate to its board of directors that it has deficiencies in its internal
control structure that they consider to be "significant deficiencies." A "significant deficiency" is defined as
a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is more than a remote likelihood
that a material misstatement of the entity's financial statements will not be prevented or detected by the entity's internal
controls.

 Effective internal control
is necessary to provide reliable financial reports and effectively prevent fraud. If ECD cannot provide reliable financial reports or
prevent fraud, it could be subject to regulatory action or other litigation and its operating results could be harmed.

 ECD's intended business,
operations, and accounting are expected to be substantially more complex than ECD's has been to date. It may be time consuming,
difficult, and costly for the Company to develop and implement the internal control and reporting procedures required by the Exchange
Act. the Company may need to hire additional financial reporting, internal control, and other finance personnel in order to develop and
implement appropriate internal control and reporting procedures. If ECD is unable to comply with the internal control over financial reporting
requirements of the Exchange Act, then it may not be able to obtain the required independent accountant certifications, which may preclude
it from keeping its filings current with the SEC. The Company did not timely file its Quarterly Report on Form 10-Q for the quarter ended
September 30, 2023 and the Company may not be able to timely file its Exchange Act reports in the future.

 Further, a material weakness
in the effectiveness of internal control over financial reporting could result in an increased chance of fraud and the loss of customers,
reduce ECD's ability to obtain financing, and require additional expenditures to comply with these requirements, each of which could
have a material adverse effect on its business, results of operations, and financial condition.

 If ECD is unable to implement
and maintain effective internal control over financial reporting, including as applicable standards governing internal control are modified,
supplemented, or amended from time to time, ECD may not be able to ensure that it can conclude on an ongoing basis that it has effective
internal control over financial reporting. Failure to achieve and maintain effective internal control over financial reporting could cause
ECD to face regulatory action and cause investors to lose confidence in its reported financial information, either of which could adversely
affect the value of ECD's Common Stock.

 Agreements governing our debt obligations
include financial and other covenants that provide limitations on our business and operations under certain circumstances, and failure
to comply with any of the covenants in such agreements could adversely impact us.

 Our financing agreements,
including those in connection with the Senior Secured Convertible Note and other financing agreements that we may enter into from time
to time, contain certain affirmative, negative, and financial covenants, and other customary events of default. Certain covenants in our
financing agreements are subject to important exceptions, qualifications, and cure rights. If we fail to comply with such covenants, if
any other events of default occur for which no waiver or amendment is obtained, or if we are unable to timely refinance the debt obligations
subject to such covenants or take other mitigating actions, the holders of our indebtedness could, among other things, declare outstanding
amounts immediately due and payable, adjust the conversion ratio under the convertible note, and, subject to the terms of relevant financing
agreements, repossess or foreclose on collateral, including certain of our assets used in our business. The acceleration of significant
indebtedness, the downward adjustment of the conversion ratio or actions to repossess or foreclose on collateral may cause us to renegotiate,
repay, or refinance the affected obligations, and there is no assurance that such efforts would be successful or on terms we deem attractive.
In addition, any acceleration or actions to repossess or foreclose on collateral under our financing agreements could result in a downgrade
of any credit ratings then applicable to us, which could result in additional events of default or limit our ability to obtain additional
financing.

 On December 12, 2023, the
Company, through its predecessor EFHT, issued a Senior Secured Convertible Note with an aggregate principal amount equal to $15,819,209
to Defender SPV LLC (the "Lender") (the "Convertible Note"), pursuant to the previously disclosed Stock Purchase
Agreement dated October 6, 2023. Certain events of default under the Convertible Note 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, 2024,
the fact that 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 and due to the fact that the Company did
not file its Annual Report on Form 10-K for year ended December 31, 2023 (the "Form 10-K") within two (2) trading days of
the filing due date for the Form 10-K. The Convertible Note provides for certain remedies based upon the occurrence of an event of default.
The Company has spoken with the lender under the Convertible Note and plans to attempt to negotiate and enter into a default waiver agreement
with the lender. However, there can be no assurances that the Company will be able to negotiate a waiver agreement with the lender. If
the lender seeks to enforce its remedies under the Convertible Note and the lender is successful in obtaining such remedies, then such
event could have a material negative effect on the business and finances of the Company.

 We do not have the right to control the
timing and amount of the issuance of our Common Stock to Lender and, accordingly, it is not possible to predict the actual number of shares
we will issue pursuant to the conversion of a Convertible Note at any one time or in total.

 We do not have the right to
control the timing and amount of any issuances of our shares of Common Stock to the Lender upon conversion of the Convertible Note. The
Convertible Note is convertible into 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 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 an event of default under the Convertible Note occurs or if the Company fails to satisfy certain performance conditions
set forth in the Note. Upon the Lender's conversion of the Convertible Note, the conversion amount shall be equal to 115% of the
principal amount to be converted under the Convertible Note plus any accrued and unpaid interest, and accrued and unpaid Late Charges
on such principal and interest, if any (the "Conversion Rate").

 Our stockholders will experience significant
dilution as a result of conversion of the Convertible Note and exercise of outstanding warrants held by the Lender.

 Our stockholders may experience
significant dilution as a result of the conversion of the Convertible Note exercising of warrants. Immediately prior to the closing of
the Business Combination on December 12, 2023, EFHT closed the debt financing transaction contemplated by the Securities Purchase Agreement,
dated October 6, 2023 (the "SPA"), by and between EFHT and Defender SPV LLC (the "Lender"). Pursuant the SPA,
EFHT executed and delivered to the Lender the Convertible Note, in exchange for a loan in the principal amount of $15,819,209. The Note
is convertible into 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 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 an event of default under the Convertible Note occurs or if the Company fails to satisfy certain performance conditions set forth in
the Note. Upon the Lender's conversion of the Convertible Note, the conversion amount shall be equal to 115% of the principal amount
to be converted under the Convertible Note plus any accrued and unpaid interest, and accrued and unpaid Late Charges on such principal
and interest, if any (the "Conversion Rate").

 In addition, ECD also issued
to the Lender a warrant to purchase 1,091,525 shares of ECD Common Stock ("Common Shares Warrant") at an exercise price of
$11.50 per share, which became immediately exercisable upon the closing of the Business Combination, and a warrant to purchase 15,819
shares of Series A Convertible Preferred Stock ("Preferred Shares Warrant") at an exercise price of $900 per share, which
will become exercisable at any time on or after the later of (i) the issuance date of the Preferred Shares Warrant and (y) the date all
of the initial Series A Convertible Preferred Stock issued to the Investor have been converted in full. Our stockholders will experience
significant dilution as a result of conversion of the Convertible Note and exercise of outstanding warrants held by the Lender.

 Risks Related to Intellectual Property

 Confidentiality agreements with employees
and others may not adequately prevent disclosure of trade secrets and other proprietary information and disclosure of our trade secrets
or proprietary information could compromise any competitive advantage that we have, which could have a materially adverse effect on our
business.

 Our success depends, in part,
on our ability to protect our proprietary rights to the technologies used in our products and our proprietary technology. We depend heavily
upon confidentiality agreements with our officers, employees, consultants, and subcontractors to maintain the proprietary nature of our
technology. These measures may not afford us complete or even sufficient protection and may not afford an adequate remedy in the event
of an unauthorized disclosure of confidential information. If we fail to protect and/or maintain our intellectual property, third parties
may be able to compete more effectively against us, we may lose our technological or competitive advantage, and/or we may incur substantial
litigation costs in our attempts to recover or restrict use of our intellectual property. In addition, others may independently develop
technology similar to ours, otherwise avoiding the confidentiality agreements, or produce patents that would materially and adversely
affect our business.

 Our failure to secure trademark registrations
could adversely affect our ability to market our products and operate our business.

 Our trademark applications
in the United States and any other jurisdictions where we may file may not be allowed registration, and we may not be able to maintain
or enforce our registered trademarks. During trademark registration proceedings, we may receive rejections. Although we are given an opportunity
to respond to those rejections, we may be unable to overcome such rejections. In addition, in the USPTO and in corresponding foreign agencies,
third parties are given an opportunity to oppose pending trademark applications and to seek to cancel registered trademarks. Opposition
or cancellation proceedings may be filed against our applications and/or registrations, and our applications and/or registrations may
not survive such proceedings. Failure to secure such trademark registrations in the United States and in foreign jurisdictions could adversely
affect our ability to market our products and our business.

 There can be no assurance we will be able
to comply with the continued listing standards of Nasdaq for our Common Stock.

 Our Common Stock and our Public
Warrants are listed on the Nasdaq Capital Market, respectively, under the symbols "ECDA" and "ECDAW," respectively.
In order to maintain such listing, we must satisfy minimum financial and other continued listing requirements and standards. In the event
we fail to comply with the continued listing requirements of Nasdaq, we can provide no assurance that any action taken by us to restore
compliance with listing requirements would prevent our Common Stock from dropping below the Nasdaq minimum bid price requirement, improve
our stockholders' equity or otherwise prevent future non-compliance with Nasdaq's continued listing requirements. In such
event, Nasdaq would delist our Common Stock. If our Common Stock or Warrants are subsequently delisted, it would likely have a negative
effect on the price of such securities and would impair your ability to sell or purchase such securities when you wish to do so.

 Concentration of ownership among ECD's
existing executive officers, directors and their affiliates may prevent new investors from influencing significant corporate decisions.

 Our directors and executive
officers and their affiliates as a group beneficially own approximately 77.3% of our outstanding Common Stock. As a result, these stockholders
will be able to exercise a significant level of control over all matters requiring stockholder approval, including the election of directors,
any amendment of our certificate of incorporation and any approval of significant corporate transactions. This control could have the
effect of delaying or preventing a change of control or changes in management and will make the approval of certain transactions difficult
or impossible without the support of these stockholders.

 Sales of a substantial number of shares
of our securities in the public market could cause the price of our securities to fall.

 As of April 11, 2025, we had
approximately 35,385,662 outstanding shares of Common Stock and 25,000 shares of Preferred Stock. We also had outstanding (1) Warrants
to purchase 11,757,500 shares of our Common Stock, which are exercisable at an exercise price of $11.50 per share, (2) Common Shares Warrants
to purchase 1,569,562 shares of Common Stock, which are exercisable at a variable exercise price per share; (3) Common Stock Warrants
to purchase 100,000 shares of Common Stock, which are exercisable at an exercise price of $0.01 per share and (4) Preferred Shares Warrants
to purchase 15,819 shares of our Preferred Stock, which are exercisable at a variable exercise price per share. On April 11, 2025, the
closing price on Nasdaq for our Common Stock was $0.58 and for our Public Warrants was $0.02.

 In addition, 400,000 shares
of Common Stock will be available for future issuance under the 2023 Equity Incentive Plan. To the extent such warrants are exercised,
or we grant additional stock options or other stock-based awards under the 2023 Equity Incentive Plan, additional shares of Common Stock
will be issued, which will result in dilution to the holders of our Common Stock and increase the number of shares eligible for resale
in the public market.

 Furthermore, although the
shares of Common Stock issued in the Business Combination are subject to lock-up restrictions, as described elsewhere in this annual report,
upon the lapse of these lock-up restrictions, a substantial number of additional shares of Common Stock will become eligible for resale
in the public market.

 Sales of a substantial number
of shares of Common Stock or warrants in the public market or the perception that these sales might occur could depress the market price
of the Common Stock and/or warrants and could impair our ability to raise capital through the sale of additional equity securities. We
are unable to predict the effect that sales may have on the prevailing market price of our Common Stock and warrants.

 The grant and future exercise of registration
rights may adversely affect the market price of our securities upon consummation of the Business Combination.

 Pursuant to the amended and
restated registration rights agreement entered into in connection with the Business Combination and which is described elsewhere in this
annual report, certain stockholders can demand that we register their registrable securities under certain circumstances and will also
have piggyback registration rights for these securities in connection with certain registrations of securities that we undertake. Following
the consummation of the Business Combination, we intend to file and maintain an effective registration statement under the Securities
Act covering such securities.

 The registration of these
securities will permit the public resale of such securities. The registration and availability of such a significant number of securities
for trading in the public market may have an adverse effect on the market price of our securities post-Business Combination.

 Our amended and restated certificate of
incorporation grants our board the power to issue additional shares of common and preferred stock and to designate series of preferred
stock, all without stockholder approval.

 We are authorized to issue
1,020,000,000 shares of capital stock, of which 20,000,000 shares is authorized as preferred stock. Our board of directors, without any
action by our stockholders, may designate and issue shares of preferred stock in such series as it deems appropriate and establish the
rights, preferences and privileges of such shares, including dividends, liquidation and voting rights, provided it is consistent with
Delaware law.

 The rights of holders of our
preferred stock that may be issued could be superior to the rights of holders of Common Stock. The designation and issuance of shares
of capital stock having preferential rights could adversely affect other rights appurtenant to shares of the Common Stock. Further, any
issuances of additional stock (common or preferred) will dilute the percentage of ownership interest of then current holders of our capital
stock and may dilute the book value per share.

 Neither ECD nor EFHT has ever paid cash
dividends on its capital stock, and we do not anticipate paying dividends in the foreseeable future.

 Neither ECD nor EFHT has ever
paid cash dividends on any of its capital stock and we currently intend to retain any future earnings to fund the growth of our business.
Any determination to pay dividends in the future will be at the discretion of our board of directors and will depend on our financial
condition, operating results, capital requirements, general business conditions and other factors that the board may deem relevant. As
a result, capital appreciation, if any, of our Common Stock will be the sole source of gain for the foreseeable future.

 The trading price our securities is likely
to be volatile, and you may not be able to sell our securities at or above the price you paid.

 We expect the trading price
of our Common Stock and Warrants to be volatile and could be subject to wide fluctuations in response to various factors, some of which
are beyond our control. These factors include:

 actual or anticipated fluctuations in operating results;

 failure to meet or exceed financial estimates and projections of the investment community or that we provide to the public;

 issuance of new or updated research or reports by securities analysts or changed recommendations for our stock or the industry in general;

 announcements by us or our competitors of significant acquisitions, strategic partnerships, joint ventures, collaborations or capital commitments;

 operating and share price performance of other companies that investors deem comparable to us;

 our focus on long-term goals over short-term results;

 the timing and magnitude of our investments in the growth of our business;

 actual or anticipated changes in laws and regulations affecting our business;

 additions or departures of key management or other personnel;

 disputes or other developments related to our intellectual property or other proprietary rights, including litigation;

 our ability to market new and enhanced products and technologies on a timely basis;

 sales of substantial amounts of the Common Stock by executive officers, directors or significant stockholders or the perception that such sales could occur;

 changes in our capital structure, including future issuances of securities or the incurrence of debt;

 the impact of the COVID-19 pandemic and the response of governments and business to the pandemic; and

 general economic, political and market conditions.

 In addition, the stock market
in general, and Nasdaq in particular, has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate
to the operating performance of those companies. Broad market and industry factors may seriously affect the market price of our securities,
regardless of our actual operating performance. In addition, in the past, following periods of volatility in the overall market and the
market price of a particular company's securities, securities class action litigation has often been instituted against these companies.
This litigation, if instituted against us, could result in substantial costs and a diversion of our management's attention and resources.

 If securities or industry analysts issue
an adverse opinion regarding our Common Stock or do not publish research or reports about us, the price and trading volume of our securities
could decline.

 The trading market for our
Common Stock and Warrants will depend in part on the research and reports that equity research analysts publish about us and our business.
We do not control these analysts or the content and opinions included in their reports. Securities analysts may elect not to provide research
coverage of our company and such lack of research coverage may adversely affect the market price of our Common Stock and Warrants. The
price of our Common Stock and Warrants could also decline if one or more equity research analysts downgrade their recommendations with
respect to our Common Stock and Warrants, change their price targets, issue other unfavorable commentary or cease publishing reports about
us or our business. If one or more equity research analysts cease coverage of the company, we could lose visibility in the market, which
in turn could cause the price of our securities to decline.

 We may redeem your unexpired warrants prior
to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.

 We may redeem outstanding
Warrants prior to their exercise at a time that is disadvantageous to you, thereby significantly impairing the value of such warrants.
We will have the ability to redeem outstanding Warrants at any time after they become exercisable and prior to their expiration, at a
price of $0.01 per warrant, provided that the closing price of Common Stock equals or exceeds $18.00 per share (as adjusted for share
sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 trading day
period ending on the third trading day prior to the date on which a notice of redemption is sent to the warrant holders. The Private Warrants
have terms and provisions that are identical to those of the warrants sold as part of the Public Warrants, including with respect to redeemability.

 We will not redeem the Warrants
as described above unless a registration statement under the Securities Act covering the Common Stock issuable upon exercise of such Warrants
is effective and a current prospectus relating to the Common Stock is available throughout the 30-day redemption period. If and when the
Warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities
for sale under all applicable state securities laws. Redemption of the outstanding Warrants could force you (i) to exercise your
Warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) to sell your Warrants
at the then-current market price when you might otherwise wish to hold your Warrants, or (iii) to accept the nominal redemption price
which, at the time the outstanding Warrants are called for redemption, is likely to be substantially less than the market value of your
Warrants.

 The value received upon exercise
of the Warrants (1) may be less than the value the holders would have received if they had exercised their Warrants at a later time
where the underlying share price is higher and (2) may not compensate the holders for the value of the Warrants.

 In the event we elect to redeem
the Warrants that are subject to redemption, we will mail the notice of redemption by first class mail, postage prepaid, not less than
thirty days prior to the redemption date to the registered holders of the Warrants to be redeemed at their last addresses as they appear
on the registration books. Any notice mailed in such manner will be conclusively presumed to have been duly given whether or not the registered
holder received such notice, and we are not required to provide any notice to the beneficial owners of such warrants. Additionally, while
we are required to provide such notice of redemption, we are not separately required to, and do not currently intend to, notify any holders
of when the Warrants become eligible for redemption. If you do not exercise your Warrants in connection with a redemption, including because
you are unaware that such Warrants are being redeemed, you would only receive the nominal redemption price for your Warrants.

 Anti-takeover provisions contained in our
amended and restated certificate of incorporation and bylaws, and in applicable law, could impair a takeover attempt.

 Our amended and restated certificate
of incorporation and bylaws afford certain rights and powers to our board of directors that could contribute to the delay or prevention
of an acquisition that it deems undesirable, including:

 a classified board of directors with three-year staggered terms, which could delay the ability of stockholders to change the membership of a majority of our board of directors;

 the ability of our board of directors to issue shares of preferred stock and to determine the price and other terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquiror;

 the right of our board of directors to elect a director to fill a vacancy created by the expansion of our board of directors or the resignation, death or removal of a director, which may prevent stockholders from being able to fill vacancies on our board of directors;

 the requirement that a special meeting of stockholders may be called only by our board of directors or the chairman of the board of directors, which could delay the ability of our stockholders to force consideration of a proposal or to take action, including the removal of directors; and

 We are also subject to Section 203
of the Delaware General Corporation Law and other provisions of Delaware law that limit the ability of stockholders in certain situations
to effect certain business combinations. Any of the foregoing provisions and terms that has the effect of delaying or deterring a change
in control could limit the opportunity for stockholders to receive a premium for their shares of Common Stock, and could also affect the
price that some investors are willing to pay for the Common Stock.

 Our amended and restated certificate of
incorporation provides, subject to limited exceptions, that the Court of Chancery of the State of Delaware will be the sole and exclusive
forum for certain stockholder litigation matters, which could limit stockholders' ability to obtain a favorable judicial forum for
disputes with us or our directors, officers, employees or stockholders.

 Our amended and restated certificate
of incorporation requires, to the fullest extent permitted by law, that derivative actions brought in our name, actions against directors,
officers and employees for breach of fiduciary duty and other similar actions may be brought in the Court of Chancery in the State of
Delaware or, if that court lacks subject matter jurisdiction, another federal or state court situated in the State of Delaware. These
provisions will not apply to suits brought to enforce any liability or duty created by the Securities Act, the Securities Exchange Act,
or any other claim for which the federal courts have exclusive jurisdiction. Any person or entity purchasing or otherwise acquiring any
interest in shares of our capital stock shall be deemed to have notice of and consented to the forum provisions in the amended and restated
certificate of incorporation. In addition, the amended and restated certificate of incorporation and bylaws will provide that, to the
fullest extent permitted by law, claims made under the Securities Act must be brought in federal district court.

 This choice of forum provision
may limit a stockholder's ability to bring a claim in a judicial forum that it finds favorable for disputes with us or any of our
directors, officers, other employees or stockholders, which may discourage lawsuits with respect to such claims and result in increased
costs for investors to bring a claim. Alternatively, if a court were to find the choice of forum provision contained in the amended and
restated certificate of incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with
resolving such action in other jurisdictions, which could harm our business, operating results and financial condition.

 General Risk Factors

 Damage to our reputation or our brand could
negatively impact our business, financial condition, and results of operations.

 We must grow the value of
our brand to be successful. We intend to develop a reputation based on the high quality of our products, services, and trained personnel.
If we do not make investments in areas such as marketing and advertising, as well as personnel training, the value of our brand may not
increase or may be diminished. Any incident, real or perceived, regardless of merit or outcome, that adversely affects our brand, such
as, but not limited to, vehicle quality, workmanship and delivery times, could significantly reduce the value of our brand, expose us
to negative publicity, and damage our overall business and reputation.

 We may pursue acquisitions of complementary
businesses or technologies, which could divert the attention of management and which may not be integrated successfully into our existing
business.

 We may pursue acquisitions
or licenses of technology to, among other things, expand the scope of products and services we provide. We cannot guarantee that we will
identify suitable acquisition candidates, that acquisitions will be completed on acceptable terms, or that we will be able to successfully
integrate the operations of any acquired business into our existing business. The acquisition and integration of another business or technology
would divert management attention from other business activities, including our core business. In addition, we may borrow money or issue
capital stock to finance acquisitions. Such borrowings might not be available on terms as favorable to us as our current borrowing terms
and may increase our leverage, and the issuance of capital stock could dilute the interests of our stockholders.

 We depend on certain key personnel.

 We substantially rely on the
efforts of our current senior management, including our co-founder and Chief Executive Officer, Scott Wallace and our co-founders Thomas
Humble, Emily Humble and Elliot Humble. Our business would be impeded or harmed if we were to lose their services. In addition, if we
are unable to attract, train, and retain highly skilled technical, managerial, product development, sales, and marketing personnel, we
may be at a competitive disadvantage and unable to develop new products or increase revenue. The failure to attract, train, retain and
effectively manage employees could negatively impact our research and development, sales and marketing and reimbursement efforts. In particular,
the loss of sales personnel could lead to lost sales opportunities as it can take several months to hire and train replacement sales personnel.
Uncertainty created by turnover of key employees could adversely affect our business.

 Members of our board of directors will have
other business interests and obligations to other entities.

 None of our independent directors
will be required to manage our business as their sole and exclusive function and they may have other business interests and may engage
in other activities in addition to those relating to us, provided that such activities do not compete with the business of our company
or otherwise breach their agreements with us. We are dependent on our directors and executive officers to successfully operate our company.
Their other business interests and activities could divert time and attention from operating our business.

 We will need to carefully manage our expanding
operations to achieve sustainable growth.

 To achieve increased revenue
levels, market our products internationally, complete clinical studies and develop future products, we believe that we will be required
to periodically expand our operations, particularly in the areas of manufacturing, sales and marketing, and quality assurance. As we expand
our operations in these areas, management will face new and increased responsibilities. To accommodate any growth and compete effectively,
we must continue to upgrade and improve our information systems, procedures, and controls across our business, as well as expand, train,
motivate, and manage our work force. Our future success will depend significantly on the ability of our current and future management
to operate effectively. Our personnel, systems, procedures, and controls may not be adequate to support our future operations. If we are
unable to effectively manage our expected growth, this could have a material adverse effect on our business, financial condition, and
results of operations.

 Downturns or volatility in general economic
conditions could have a material adverse effect on our business, financial condition, results of operations and liquidity.

 Our revenues and profitability
depend significantly on general economic conditions and the demand for our products in the markets in which our customers are located.
Weaknesses in the global economy and financial markets, including the current weaknesses resulting from the ongoing COVID-19 pandemic
or geopolitical instability, could lead to lower demand for our products. A decline in customer demand can affect the need that customers
have for our products, and the money or insurance available to pay for our vehicles. Any further adverse changes in economic conditions,
including any recession, economic slowdown or disruption of credit markets, or the outbreak of war or conflict, may also lead to lower
demand for our products. Volatile and uncertain economic conditions can make it difficult to accurately forecast and plan future business
activities.

 All of these factors related
to general economic conditions, which are beyond our control, could adversely impact our business, financial condition, results of operations
and liquidity.

 Our management team has limited experience
managing a public company.

 Most members of our management
team have limited or no experience managing a publicly-traded company, interacting with public company investors, and complying with the
increasingly complex laws, rules and regulations that govern public companies. There are significant obligations that we will be
subject to relating to reporting, procedures and internal controls, and our management team may not successfully or efficiently manage
our transition to being a public company. These new obligations and added scrutiny will require significant attention from our management
and could divert their attention away from the day-to-day management of our business, which could adversely affect our business, operating
results and financial condition.

 Inadequate internal controls could result
in inaccurate financial reporting.

 If we fail to maintain an
effective system of internal controls, we may not be able to accurately report our financial results. As a result, our stockholders could
lose confidence in our financial reporting, which could adversely affect results of our business and our enterprise value.

 We will need to undertake
significant efforts to strengthen our processes and systems and adapt them to changes as our business evolves (including with respect
to becoming a publicly traded company). This continuous process of maintaining and adapting our internal controls is expensive and time-consuming,
and requires significant management attention. We cannot be certain that our internal control measures will, in the future, provide adequate
control over our financial processes and reporting. Furthermore, as our business evolves and if we expand through acquisitions of other
companies or make significant investments in other companies or enter into joint development and similar arrangements, our internal controls
may become more complex and we will require significantly more resources to ensure our internal controls remain effective. Failure to
implement required new or improved controls, or difficulties encountered in their implementation, could harm our operating results or
cause us to fail to meet our reporting obligations. If we or our independent registered public accounting firm identify material weaknesses,
the disclosure of that fact, even if quickly remediated, could reduce the market's confidence in our financial statements and harm
our enterprise value.

 Management identified a material weakness
in our internal control over financial reporting as of December 31, 2023 that required us to restate the financial statements in our third
quarter Form 10-Q and our December 31, 2022 audited financial statements. If we are unable to develop and maintain an effective system
of internal control over financial reporting, we may not be able to accurately report our financial results in a timely manner, which
may adversely affect investor confidence in us, materially and adversely affect our business and operating results and subject us to litigation
and claims.

 A material weakness is a
deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility
that a material misstatement of our annual or interim consolidated financial statements will not be prevented, or detected and corrected
on a timely basis.

 Effective internal controls
are necessary to provide reliable financial reports and reduce the risk of fraud. We continue to evaluate measures to remediate the material
weakness. These remediation measures may be time consuming and costly and there is no assurance that these initiatives will ultimately
have the intended effects.

 If any new material weaknesses
are identified in the future, any such newly identified material weakness could limit our ability to prevent or detect a misstatement
of our accounts or disclosures that could result in a material misstatement of our annual or interim consolidated financial statements.
In such case, we may be unable to maintain compliance with securities law requirements regarding timely filing of periodic reports in
addition to applicable NASDAQ listing requirements, investors may lose confidence in our financial reporting and our share price may decline
as a result. We cannot assure you that the measures we have taken to date, or any measures we may take in the future, will be sufficient
to avoid potential future material weaknesses.

 Additionally, if our revenue
and other accounting, auditing or tax systems do not operate as intended or do not scale with anticipated growth in our business, the
effectiveness of our internal controls over financial reporting could be adversely affected. Any failure to develop, implement, or maintain
effective internal controls related to our revenue and other accounting, auditing or tax systems and associated reporting could materially
adversely affect our business, results of operations, and financial condition or cause us to fail to meet our reporting obligations.

 We have encountered difficulties
with growth and change. If we fail to address these difficulties in assessing data usage, if the personnel handling our accounting, auditing
or finance function fail to perform at an appropriate level for a public company, or if other weaknesses in internal controls are detected,
it may be determined that we have a material weakness. In addition, most of our employees who work within our accounting, auditing and
financial reporting functions have limited to no experience managing a publicly traded company and have limited to no experience implementing,
monitoring and enforcing the internal financial, auditing and accounting controls for a publicly traded company. The identification of
a material weakness could result in regulatory scrutiny and cause investors to lose confidence in our reported financial condition and
otherwise have a material adverse effect on our business, financial condition, cash flow or results of operations.

 We are in the process of designing
and implementing measures to improve our internal control over financial reporting to remediate any possible material weaknesses, primarily
by implementing additional review procedures within our accounting, auditing and finance department, hiring additional staff, designing
and implementing information technology and application controls in our financially significant systems, and, if appropriate, engaging
external auditing and accounting experts to supplement our internal resources in our computation and review processes. While we are designing
and implementing measures to remediate the material weaknesses, we cannot predict the success of such measures or the outcome of our assessment
of these measures at this time. We can give no assurance that these measures will remediate either of the deficiencies in internal control
or that additional material weaknesses or significant deficiencies in our internal control over financial reporting will not be identified
in the future. Our failure to implement and maintain effective internal control over financial reporting could result in errors in our
consolidated financial statements that may lead to a restatement of our consolidated financial statements or cause us to fail to meet
our reporting obligations.

 As a public company, we are
required, pursuant to Section 404 of the Sarbanes-Oxley Act, to furnish a report by management on, among other things, the effectiveness
of our internal control over financial reporting for each annual report on Form 10-K to be filed with the SEC. This assessment will need
to include disclosure of any material weaknesses identified by our management in our internal control over financial reporting. We are
required to disclose changes made in our internal controls and procedures on a quarterly basis. To comply with the requirements of being
a public company, we expect to need to undertake various actions, such as implementing new internal controls and procedures and hiring
accounting or internal audit staff. Failure to comply with the Sarbanes-Oxley Act could potentially subject us to sanctions or investigations
by the SEC, the NYSE or other regulatory authorities, as well as subject us to litigation and claims, any of which would require additional
financial and management resources. We have begun the costly and challenging process of compiling the system and processing documentation
necessary to perform the evaluation needed to comply with Section 404, but we may not be able to complete our evaluation, testing and
any required remediation in a timely fashion.

 As a public company, we have incurred and
expect to continue to incur increased expenses associated with the costs of being a public company.

 We have and expect to continue
to face a significant increase in insurance, legal, auditing, accounting, administrative and other costs and expenses as a public company
that we did not currently incur as a private company. The Sarbanes-Oxley Act, including the requirements of Section 404 of that Act, as
well as rules and regulations subsequently implemented by the SEC, the Dodd-Frank Act and the rules and regulations promulgated and to
be promulgated thereunder, the Public Company Accounting Oversight Board ("PCAOB"), the SEC and the NASDAQ, impose additional
reporting and other obligations on public companies. Compliance with public company requirements have and will continue to increase our
costs and make certain activities more time-consuming. A number of those requirements require us to carry out activities that we have
not done previously. For example, we recently created new board committees and adopted new internal controls and disclosure controls and
procedures. In addition, additional expenses associated with SEC reporting requirements have and will continue to be incurred. Furthermore,
if any issues in complying with those requirements are identified (for example, if our independent registered accounting firm identifies
a material weakness or significant deficiency in the internal control over financial reporting), we could incur additional costs to remediate
those issues, and the existence of those issues could adversely affect our reputation or investor perceptions of it. Being a public company
has and may in the future make it more difficult or costly for us to obtain certain types of insurance, including director and officer
liability insurance. We may ultimately be forced to accept reduced policy limits and coverage with increased self-retention risk or incur
substantially higher costs to obtain the same or similar coverage in the future. Furthermore, if we are unable to satisfy our obligations
as a public company, we could be subject to delisting of our common stock, fines, sanctions and other regulatory action and potentially
civil litigation.

 The additional reporting and
other obligations imposed by various rules and regulations applicable to public companies has and is expected to continue to increase
legal and financial compliance costs and the costs of related legal, auditing, accounting and administrative activities. These increased
costs will require us to divert a significant amount of money that could otherwise be used to expand the business and achieve strategic
objectives. Advocacy efforts by shareholders and third parties may also prompt additional changes in governance and reporting requirements,
which could further increase costs

 Our actual operating results may differ
significantly from our guidance.

 From time to time, we provide
forward-looking estimates regarding our future performance that represent our management's estimates as of a point in time. These
forward-looking statements are based on projections prepared by our management. These projections are not prepared with a view toward
compliance with published guidelines of the American Institute of Certified Public Accountants, and neither our independent registered
public accountants nor any other independent expert or outside party compiles or examines the projections and, accordingly, no such person
expresses any opinion or any other form of assurance on our projections.

 Projections are based upon
a number of assumptions and estimates that, while presented with numerical specificity, are inherently subject to significant business,
economic and competitive uncertainties and contingencies, many of which are beyond our control and are based upon specific assumptions
with respect to future business decisions and conditions, some of which will change. The principal reason that we provide forward looking
information is to provide a basis for our management to discuss our business outlook with stockholders. Forward-looking statements are
necessarily speculative in nature, and it can be expected that some or all of the assumptions of our forward-looking statements will not
materialize or will vary significantly from actual results. Accordingly, our forward-looking statements are only an estimate of what management
believes is realizable as of the date of release. Actual results will vary from our forward-looking statements and the variations may
be material. In light of the foregoing, investors are urged not to rely upon, or otherwise consider, our guidance in making investment
decisions.

 We qualify as an "emerging growth
company" within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available
to emerging growth companies, it could make our securities less attractive to investors and may make it more difficult to compare our
performance to the performance of other public companies.

 We qualify as an "emerging
growth company" as defined in Section 2(a)(19) of the Securities Act, as modified by the JOBS Act. As such, we are eligible
for and intend to take advantage of certain exemptions from various reporting requirements applicable to other public companies that are
not emerging growth companies for as long as we continue to be an emerging growth company, including (a) the exemption from the auditor
attestation requirements with respect to internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley
Act, (b) the exemptions from say-on-pay, say-on-frequency and say-on- golden parachute voting requirements, and (c) reduced
disclosure obligations regarding executive compensation in our periodic reports and proxy statements. We will remain an emerging growth
company until the earliest of (i) the last day of the fiscal year in which the market value of Common Stock that are held by non-affiliates
exceeds $700.0 million as of June 30 of that fiscal year, (ii) the last day of the fiscal year in which we have total annual
gross revenue of $1.235 billion or more during such fiscal year (as indexed for inflation), (iii) the date on which we have issued
more than $1 billion in non-convertible debt in the prior three-year period or (iv) the last day of the fiscal year following the
fifth anniversary of the date of the first sale of Common Stock in the Company's initial public offering of units, which was consummated
on September 13, 2022 (the "IPO"). In addition, Section 107 of the JOBS Act also provides that an emerging growth company
can take advantage of the exemption from complying with new or revised accounting standards provided in Section 7(a)(2)(B) of
the Securities Act as long as it is an emerging growth company. An emerging growth company can therefore delay the adoption of certain
accounting standards until those standards would otherwise apply to private companies. We have elected not to opt out of such extended
transition period and, therefore, we may not be subject to the same new or revised accounting standards as other public companies that
are not emerging growth companies. Investors may find our securities less attractive because we will rely on these exemptions, which may
result in a less active trading market for our securities.

 ITEM 1B. UNRESOLVED STAFF COMMENTS.

 ITEM 1C. CYBERSECURITY.

 Cybersecurity risk management
is part of the Company's overall risk management. Our cybersecurity risk management is designed to provide a framework for handling
cybersecurity threats and incidents, including threats and incidents associated with the use of services provided by third-party service
providers. We rely on the cybersecurity protections of many of our third party service providers. Our primary third party service providers,
utilize two (2) factor authorization as well as login and password protections with email verifications.

 Our Board has overall oversight
responsibility for our risk management, including our cybersecurity risk management. Management is responsible for identifying, considering
and assessing material cybersecurity risks on an ongoing basis, establishing processes to ensure that such potential cybersecurity risk
exposures are monitored. Any significant cybersecurity incidents are reported to the audit committee of the Board, which consists of only
independent directors. We have not experienced any cybersecurity incidents in fiscal years 2023 or 2022.

 Despite our efforts, we cannot
eliminate all risks from cybersecurity threats, or provide assurances that we have not experienced an undetected cybersecurity incident.

 ITEM 2. PROPERTIES.

 ECD leases its manufacturing
facility of over 100,000 square feet, which is located in the Trinity Industrial Center at 4930 Industrial Lane, Unit 107, Kissimmee,
FL 34758 (the "Trinity Center Lease"). A copy of the Trinity Center Lease is attached as Exhibit 10.16 to this annual report.
ECD UK leases 7,432 square feet at Unit 5, "Q" Block", The Crown Industrial Estate, Oxford Street, Burton Upon Trent,
Staffordshire.

 We believe that all our properties
have been adequately maintained, are generally in good condition, and are suitable and adequate for our business.

 ITEM 3. LEGAL PROCEEDINGS.

 From time to time, we may
become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject
to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We
are currently not aware of any such legal proceedings or claims that we believe will have a material adverse effect on our business, financial
condition or operating results.

 ITEM 4. MINE SAFETY DISCLOSURES

 ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

 Market Information

 Our Common Stock and our Warrants
are listed on the Nasdaq Capital Market, under the symbols "ECDA" and "ECDAW," respectively. As of April 11, 2025,
the closing sale price of our Common Stock and the closing sales price of our Public Warrants were $0.58 and $0.02, respectively.

 Number of Holders of our Common Stock

 As of April 11, 2025, there
were 33 holders of record of our Common Stock and 7 holders of record of our Public Warrants. In computing the number of holders of record
of our common stock and warrants, each broker-dealer and clearing corporation holding shares on behalf of its customers is counted as
a single stockholder.

 Dividend Policy

 We have not paid any cash
dividends on our Common Stock to date. The payment of cash dividends by us in the future will be dependent upon our revenues and earnings,
if any, capital requirements and general financial condition. The payment of any dividends will be within the discretion of our board
of directors.

 Securities Authorized for Issuance under Equity Compensation Plans

 See Item 12 " Security
Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters."

 Recent Sales of Unregistered Securities

 The Company has not sold any
within the past three years which were not registered under the Securities Act except as follows:

 Private Placements in Connection with the
EFHT's IPO

 EF Hutton Partners, LLC, EFHT's
sponsor, purchased an aggregate of 3,450,000 shares of our common stock for an aggregate purchase price of $25,000. These shares are collectively
referred to herein as "Founder Shares." Thereafter on March 7, 2022, EFHT's sponsor surrendered to EFHAC 575,000 founder
shares for cancellation, leaving the sponsor with 2,875,000 founder shares. On March 8, 2022, EFHT's sponsor transferred an aggregate
total of 708,738 founder shares. Then on April 5, 2022, three of EFHT's initial stockholders transferred an aggregate amount of
141,624 founder shares back to EFHT's sponsor. On May 23, 2022, EFHT's sponsor transferred an aggregate amount of 57,500 founder
shares to the other three initial stockholders.

 As of July 27, 2022, the founder
shares were held by the following individuals and entities (who we refer to collectively as the "initial stockholders" throughout
this Form S-4) as follows: the sponsor owns 2,250,386 founder shares, EFHT's Chief Financial Officer, Kevin M. Bush owns 91,624
founder shares, EFHT's directors, Thomas Wood owns 50,000 founder shares, Stanley Hutton Rumbough owns 50,000 founder shares, Anne
Lee owns 50,000 founder shares, Paul Hodge Jr. owns 133,248 founder shares and SHR Ventures, LLC owns 249,742 founder shares.

 Prior to the IPO, EFHT entered
into agreements with certain anchor investors that committed each anchor investor to purchase 9.9% tranches of the Units or the actual
Units allocated to it. Additionally, each of the ten 9.9% anchor investors purchased 75,000 founder shares from certain initial stockholders,
for a total of 750,000 founder shares, at the original purchase price of founder shares or $0.009 per share. Each anchor investor acquired
from the initial founder share owners on a pro-rata basis, an indirect economic interest in the founder shares.

 On September 8, 2022, EFHT's
sponsor, SHR Ventures LLC, Paul Hodge, Jr. and Kevin Bush purchased an aggregate of 257,500 Private Units in a private placement at $10.00
per Private Unit.

 No underwriting discounts
or commissions were paid with respect to the foregoing sales.

 PIPE Investment

 Convertible Note

 On October 6, 2023, EFHT and
Defender SPV LLC entered into a definitive Stock Purchase Agreement pursuant to which EFHT agreed to issue a senior secured convertible
note (the " Convertible Note ") with an aggregate principal amount equal to $15,819,209 to Defender SPV LLC in exchange
for a loan in the original principal amount of $15,819,209 in a private placement to be consummated immediately prior to the consummation
of the Business Combination.

 Convertible Notes

 On December 12, 2023, EFHT
issued the Convertible Note with an aggregate principal amount equal to $15,819,209 to Defender SPV LLC, pursuant to the previously disclosed
Stock Purchase Agreement dated October 6, 2023.

 Underwriter and Vendor Shares

 At the closing of the Business
Combination, the Company issued an aggregate of 750,000 shares of common stock to EF Hutton LLC, in partial satisfaction of fees due to
such parties in connection with the Business Combination.

 Private Sale

 On January 11, 2024, the Company
completed the sale of 25,000 shares of Common Stock to Benjamin Piggott, a director of the Company, at a price of $10.00 per share for
an aggregate purchase price of $250,000, in a private transaction. A copy of the Subscription Agreement is attached hereto as Exhibit
10.13.

 Description of Securities

 The following description
summarizes the most important terms of ECD's securities. The following summary does not purport to be complete and is subject to
the Amended Charter, the Certificate of Designation of the Series A Convertible Preferred Stock, the Common Shares Warrant, the Preferred
Shares Warrant, and the amended and restated bylaws and the provisions of applicable law. A copy of the Amended Charter, the Certificate
of Designation of the Series A Convertible Preferred Stock, the Common Shares Warrant, the Preferred Shares Warrant, and the amended and
restated bylaws is attached as Exhibit 3.3, Exhibit 3.4, Exhibit 4.1, Exhibit 4.2, and Exhibit 3.5 to this annual report, respectively.
The stockholders are encouraged to read the applicable provisions of the DGCL, the Amended Charter, the Certificate of Designation of
the Series A Convertible Preferred Stock, the Common Shares Warrant, the Preferred Shares Warrant, and the amended bylaws in their entirety
for a complete description of the rights and preferences of ECD's securities following the Business Combination.

 Authorized and Outstanding Stock

 We are a Delaware company
and our affairs are governed by its certificate of incorporation, as amended and restated from time to time, and the Delaware General
Corporation Law, which we refer to as the "DGCL" or "Delaware Law" below, and the common law of the State of Delaware.
The Amended Charter authorizes the issuance of (i) 1,000,000,000 shares of common stock, par value $0.0001 per share (the "Common
Stock"), and (ii) 20,000,000 shares of preferred stock, par value $0.0001 per share (the "Preferred Stock").

 New ECD's Series A Convertible Preferred
Stock Following the Business Combination

 In connection with the Closing
of the Business Combination, ECD filed the Certificate of Designations, a copy of which is attached hereto as Exhibit 3.4, designating
a number of shares of "Series A Convertible Preferred Stock" of ECD. The authorized number of Series A Convertible Preferred
Stock is Fifty Four Thousand, Eight Hundred and Nineteen (54,819) shares. Such shares of Series A Convertible Preferred Stock shall have
all of the rights, preferences and privileges set forth in the Certificate of Designations as more fully described below.

 Rank

 The Series A Convertible Preferred
Stock ranks senior to all shares of ECD Common Stock, and to all other classes or series of capital stock of ECD (such junior stock is
referred to herein collectively as "Junior Stock") with respect to the preferences as to dividends, distributions and payments
upon the liquidation, dissolution and winding up of ECD.

 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 ECD Common Stock ("Dividend Shares") so long as there has been
no Equity Conditions Failure; provided however, that ECD 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 ECD, whether voluntary or involuntary, the stockholders of Series A Convertible Preferred Stock shall be
entitled to receive in cash out of the assets of ECD, 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 ECD 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 ECD Common Stock. The number of shares of ECD 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 ECD 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.

 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).
After the completion of the Business Combination, ECD will have 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.

 Common Shares Warrant

 At closing of the Business
Combination, ECD issued to the Investor a warrant to purchase 1,091,525 shares of ECD Common Stock ("Common Shares Warrant")
at an exercise price of $11.50 per share, which became immediately exercisable upon the closing of the Business Combination. The Common
Shares Warrant is attached hereto as Exhibit 4.1.

 Preferred Shares Warrant

 At closing of the Business
Combination, ECD issued to the Investor a warrant to purchase 15,819 shares of ECD Series A Convertible Preferred Stock ("Preferred
Shares Warrant") at an exercise price of $900 per share, which will become exercisable at any time on or after the later of (i)
the issuance date of the Preferred Shares Warrant and (y) the date all of the initial Series A Convertible Preferred Stock issued to the
Investor have been converted in full. The Preferred Shares Warrant is attached hereto as Exhibit 4.2.

 Transfer Agent

 The transfer agent and registrar
for our securities is Continental Stock Transfer & Trust Company.

 ITEM 6. [Reserved]

 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.

 The following discussion
and analysis summarizes the significant factors affecting our operating results, financial condition, liquidity and cash flows as of and
for the periods presented below. The following discussion and analysis should be read in conjunction with our financial statements and
the related notes thereto included elsewhere in this report. The discussion contains forward-looking statements that are based on the
beliefs of management, as well as assumptions made by, and information currently available to, management. Actual results could differ
materially from those discussed in or implied by forward-looking statements as a result of various factors, including those discussed
below and elsewhere in this report, particularly in the sections titled "Risk Factors" and "Special Note Regarding Forward-Looking
Statements."

 Unless the context otherwise
requires, references in this "Management's Discussion and Analysis of Financial Condition and Results of Operations"
to "ECD," "we", "us", "our", and the "Company" are intended to refer to (i)
following the Business Combination (as defined below), the business and operations of ECD and its consolidated subsidiaries, and (ii)
prior to the Business Combination, ECD (the predecessor entity in existence prior to the consummation of the Business Combination) and
its consolidated subsidiary.

 Business Overview and Strategy

 ECD is an award winning, custom-car
builder with a focus on British classic vehicles. We provide clients a one-of-a kind immersive luxury automotive design experience for
each of its unique custom builds, where customers may design every aspect of the vehicle. In sequence, our highly trained technicians,
master-certified ASE craftsmen, hand-built, from the ground up, in 2,200 man-hours, a completely restored vehicle, replacing substantially
its every single component– customizing the engine, the color, the seating, the stitching, the electronics and the cosmetic finishes.
All elements of the process are completed in-house. We primarily earn our revenue from the sale of the customized vehicle directly to
the customer, as well as by providing repair or upgrade services to customers, and from the sale of extended warranties. Occasionally
we earn commissions on resale of used vehicles. Our revenues, net, were $25.1 million and $19.5 million for the years ended December 31,
2024 and 2023, respectively. We had net loss of $10.8 million and $1.2 million for the years ended December 31, 2024 and 2023, respectively.

 The Company's business
is subject to retail industry trends and conditions and the sales of new and used vehicles. Worldwide economic conditions impact consumer
spending and if the global macroeconomic environment deteriorates, this could have a negative effect on the Company's revenues and
earnings.

 Although we believe that
our product is geared towards a certain customer base that is not as vulnerable to the global economic conditions, there are certain levels
of volatility related to domestic and international markets, increased competition by manufacturers, technological advancements, customer
acceptance, discretionary consumer spending and general economic conditions. All of our products are subject to price fluctuations
in materials and labor costs, which could affect the carrying value of inventories and gross margins in the future.

 Our headquarters, known as
the "Rover Dome," is a 100,000-square-foot facility located in Kissimmee, FL, where as of December 31, 2024,
105 employees were located, including 67 talented craftsmen and technicians, who hold a combined 66 National Institute for ASE and 3 master
level certifications. ECD, by means of ECD UK, operates a logistics center in the United Kingdom where its professionals work to source
and transport over-25-year-old work vehicles back to the United States for restoration.

 Merger with EF Hutton Acquisition Corporation I

 On December 12, 2023, ECD
Automotive Design, Inc., formerly known as EF Hutton Acquisition Corporation I (the "Company" or the "Registrant"),
completed the business combination (the "Business Combination") contemplated by the merger agreement, dated as of March 3,
2023, as amended on October 14, 2023 (the "Merger Agreement") by and among EF Hutton Acquisition Corporation I ("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 Securitiyholder 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."

 Prior to the Merger, on October
6, 2023, ECD amended its articles of incorporation which authorized 100 shares of common stock with no par value to authorize 500,000,000
shares of common stock with no par value and 20,000,000 shares of Preferred Stock with no par value. Included in this amendment, the Company
created and designated 54, 819 shares of preferred stock as "Series A Convertible Preferred Stock."

 Effective 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 Convertible Preferred Stock, for a purchase price equal to $300,000.

 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 Convertible Note shall accrue interest at an annual rate equal to the Prime Interest rate plus 5%
per annum which is payable quarterly 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 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 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 Convertible Note. Upon
the Lender's conversion, the conversion amount shall be equal to 115% of the principal amount to be converted under the 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 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 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.

 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.

 Recent Developments

 On August 9, 2024, we entered into a securities
purchase agreement (the "August 2024 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. In connection with the August 2024 SPA,
the Company agreed to issue the Lender 300,000 restricted shares of Common Stock.

 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.

 On April 3, 2024, we 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, into an 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, following the satisfaction
or waiver of the 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, we issued 1,250,000 shares of common stock
pursuant to the satisfaction of the terms of the Original Asset Purchase Agreement.

 On August 8, 2024, we 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.

 Key Factors Affecting Results of Operations

 We have set out below a discussion
of the key factors that have affected our financial performance and that are expected to impact our performance going forward. These factors
present significant opportunities for us but also pose risks and challenges, including those discussed below and in the section of this
proxy statement/prospectus titled "Risk Factors".

 Supply Chain Management

 During March 2020, a global
pandemic was declared by the World Health Organization related to the rapidly growing outbreak of COVID-19. The pandemic has significantly
impacted the economic conditions in the United States, as federal, state, and local governments have reacted to the public health crisis,
creating significant uncertainties in the United States, as well as the global economy. In the interest of public health and safety, U.S.
jurisdictions (national, state, and local) where our primary operations and those of many of our customers are located, required mandatory
business closures and capacity limitations, or other restrictions for those that were permitted to continue to operate. In view of such
restrictions, we interrupted our operations on April 1, 2020 and paid all staff a retained reduced rate during the closure. We progressively
resumed production as from May 1, 2020, reaching our standard production levels by June 2020. Such interruption caused us to produce six
fewer vehicles in 2020 compared to the budget.

 Due to the 2020 COVID-19
pandemic, our operations were primarily impacted by the disruption in the global supply chain and price increases in materials and shipping
costs, but not in our internal operations, as we and our major suppliers were considered part of the essential activities. In 2020, the
cost of available shipping increased due to the lack of port workers and tractor trailer drivers, which negatively affected the transit
of cargo ships and caused delays in the delivery of merchandise. At the time, we mostly relied on the Ports of Brunswick and Savannah
for the delivery of our parts and materials into the United States. Consequently, in order to mitigate such impacts, we have included
additional shipping routes to our operations, namely the Ports of Baltimore, Jacksonville, and Everglades (Miami). In 2021, we avoided
impacts to our operations by stocking raw materials and internal inventory prior to our closure in April 2020, ensuring that we would
be able to operate at a normal pace once we resumed operations.

 During 2022, our North Line
was open and operating at its full capacity completing four to five full builds per month.

 We continue to explore opportunities
to reduce our costs, improve efficiencies, and increase our margins. As a result of these efforts, in July 2021, two shareholders of the
Company opened ECD UK. ECD UK was formed to facilitate procuring parts and vehicles overseas for the Company. For additional information,
 see item "Summary – The Parties to the Business Combination – Humble Imports Inc".

 Manufacturing Facility Expansion

 On August 11, 2021, we entered
into a lease agreement, whereby the Company agreed to lease 100,000 sq. ft. of manufacturing, warehouse, and office space in Kissimmee,
Florida, for a term of 125 months following the lease commencement date. The new state-of-the art facility allows for production efficiencies,
enables us to scale our productions, and positions us for extensive growth. We increased our production by approximately 20% in 2023 utilizing
one shift. We added an additional 10,000 sq. ft. space in the second half of 2024 to accommodate the storage of delivery ready vehicles
as well as base vehicles shipped from ECD UK.

 Our Growth Plans

 We introduced Jaguar E-type
in 2022, which we sell at a higher price point and with a higher gross margin as compared to our traditional Land Rover Defender, Range
Rover and Land Rover Series models. In 2024 we added the Ford Mustang and Toyota FJ our lineup.

 We anticipate opening new
marketing channels in 2025. We intend to (i) include outreach events in the U.S. locations where we have experienced high customer demand,
(ii) introduce various events on-site with attendance of market influencers increasing customer participation, (iii) scale marketing by
increasingly building our relationship with the press and social influencers; and (iv) leverage our retail locations in Palm Beach FL
and Nantucket MA.

 Key Business Metrics

 We use certain key metrics
and financial measures not prepared in accordance with GAAP to evaluate and manage our business.

 Adjusted EBITDA

 We define adjusted EBITDA,
a non-GAAP financial measure, as earnings (loss) before interest expense, income tax expense (benefit), depreciation and amortization,
as adjusted to exclude transaction expenses. See "Non-GAAP Financial Measures" for a reconciliation of GAAP net loss to adjusted
EBITDA. We utilize adjusted EBITDA as an internal performance measure in the management of our operations because we believe the exclusion
of these non-cash charges allow for a more relevant comparison of our results of operations to other companies in our industry. Adjusted
EBITDA should not be viewed as a substitute for net loss calculated in accordance with GAAP, and other companies may define adjusted EBITDA
differently.

 The following table provides
a reconciliation of net loss to adjusted EBITDA to net loss for the periods presented:

 For the year ended

 2024

 2023

 $
 (10,771,451
)

 $
 (1,178,906
)

 Excluding:

 Interest expense

 5,270,404

 653,429

 Income tax (benefit) expense

 Equity compensation expense

 331,959

 -

 Non-recurring professional fees (1)

 709,763

 -

 Other (income) expense, net

 (117,531
)

 65,949

 Change in FV of warrant liabilities

 433,725

 -

 Change in FV of conversion option liabilities

 204,487

 -

 (319,900
)

 -

 Foreign exchange loss

 48,071

 -

 Gain on sale of trade in vehicles

 (59,265
)

 -

 Depreciation and amortization

 (126,791
)

 Transaction cost

 -

 1,285,000

 Adjusted EBITDA

 (3,558,474
)

 1,812,290
)

 (1)

 The Company has included non-recurring professional fees as a component of adjusted EBITDA as these expenses were incurred in connection with the restatements of the 2022, 2023 and first half 2024 financial statements, the suspension of BF Borgers CPA PC and related matters. The Company expects to incur additional fees through March 31, 2025 relating to the aforementioned matters.

 Adjusted EBITDA decreased
$5.4 million for the year ended December 31, 2024 as compared to the year ended December 31, 2023. This decrease was driven by the increase
in costs due to public company costs and costs related to the restatements of the 2022, 2023 and first half of 2024 financial statements.

 Components of Results of Operations

 We manage our business globally
within one operating segment, which is consistent with how our management reviews our business, makes investment and resource allocation
decisions and assesses operating performance.

 Net Revenues

 Our Net Revenues consist
of product revenue, service revenue, and warranty revenue. Each of the categories is described below.

 Product Revenue – Parts and Builds

through the sale of rebuilt or upgraded Land Rover Defender, Range Rover Classics, Land Rover Series, Jaguar E-Type, Ford Mustang and
Toyota FJ vehicles directly to customers. There is a single performance obligation in all of the Company's contracts, which is the
Company's promise to transfer the Company's product to customers based -the transfer of title or shipping terms in the arrangement.
The entire transaction revenue is allocated to this performance obligation. Product revenue is recognized after a customer sends the final
balance due, and our client services team carry out all of the necessary paperwork to assign title/registration to the customer, or deliver
the vehicle to the customer.

 Upon execution of the contract,
the Company bills its customers the total consideration of the contract. The Company receives from 25% to 50% of the total consideration
of the contract from its customers as acceptance of contract, excluding any upgrades, which are initially recorded in customer deposits,
and are recognized as net revenue when the products are shipped.

 Service Revenue

through providing repair or upgrade services to customers. The Company agrees with the customer on a budget and deliverable. This is typically
evidenced by an email, including the quote of our works, prepared by the accounting software Xero, which represents the customer arrangement.
There is a single performance obligation, which is the Company's promise to perform the retrofit, 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

through the sale of extended warranties 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 two years. 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.

 Cost of Goods Sold

 Our cost of goods sold primarily
consists of cost of materials, labor costs, shipping and freight, customs and duty, outside services, an allocation of overhead expenses,
as well as tools and supplies used in the manufacturing facility. Labor costs are tracked by direct labor, warranty labor, and quality
control labor.

 Sales and Marketing Expenses

 The Company's sales
and marketing expenses primarily consist of advertising costs, public relations, marketing and promotional expenses, travel costs, and
printing expenses. We expect selling and marketing expenses will increase in absolute terms with the continued growth of our business
and the introduction of new marketing channels.

 General and Administrative Expenses

 The Company's general
and administrative expenses primarily consist of salaries, benefits and other personnel related costs, professional fees, information
technology, outside services, transportation costs, occupancy costs, employee recruitment and training costs, and general office expenses.
We expect general and administrative expenses will increase in absolute terms to support the continued growth of our business. We also
expect to incur additional expenses as a result of operating as a public company, including expenses necessary to comply with the rules
and regulations applicable to companies listed on a national securities exchange and related to compliance and reporting obligations pursuant
to the rules and regulations of the SEC, as well as higher expenses for general and director and officer insurance, investor relations
and other professional services.

 Depreciation Expense

 The Company's depreciation
expense consists of depreciation of our long-term assets, building improvements, manufacturing equipment and tooling, office equipment,
and furniture and fixtures. Depreciation is calculated using the straight-line method over the asset's estimated useful life of
5 to 15 years.

 Other Income and Expenses

 The Company's other
income and expenses primarily consist of interest income and expense, gain (loss) on sale of assets, resale commissions income, and other
income and expense items. These categories are described in more detail below.

 Resale Commissions Income

 Our resale commission income
represents commissions earned from the resale of used vehicles originally built by us that we buy back from customers.

 Interest Expense

 Interest expense represents
interest on the loan under Letter of Credit Agreement with a third party and interest on the Convertible Note.

 Gain (Loss) on Sale of Assets

 Gain or loss on sale of assets
represents any gain or loss realized from disposition of the Company's long-term assets.

 Other Income and Expense

 The Company's other
income and expenses represent foreign currency exchange gains and losses, interest income, and other miscellaneous items, such as vendor
refunds. Our interest income represents bank interest earned on cash in the Company's savings account.

 Results of Operations

 To provide readers with meaningful
comparisons, the following analysis provides comparisons of the financial results for the years ended December 31, 2024 and 2023. We analyze
and explain the differences between periods in the specific line items of the Consolidated Statements of Operations and Comprehensive
(Loss) Income. The following table sets forth our results of operations for the periods presented:

 For the years ended

 Variance

 Variance

 2024

 2023

 ($)

 (%)

 Revenue, net

 $

 $

 $
 5,673,127

 29.1
 %

 Cost of goods sold

 19,277,786

 14,969,683

 4,308,103

 28.8
 %

 Gross profit

 5,887,947

 4,522,923

 $
 1,365,024

 30.2
 %

 Operating expenses:

 Advertising and marketing expenses

 1,171,696

 641,831

 529,865

 82.6
 %

 General and administrative expenses

 9,106,716

 5,144,601

 3,962,115

 77.0
 %

 Provision for credit losses

 31,484

 123,562

 (92,078
)

 (74.5
)%

 Depreciation and amortization expenses

 126,791

 (21,972
)

 (14.8
)%

 Total operating expenses

 10,436,687

 6,058,757

 4,377,930

 72.3
 %

 Loss from operations

 (4,548,740
)

 (1,535,834
)

 (3,012,906
)

 196.2
 %

 Other income (expense):

 Interest expense

 (5,270,404
)

 (653,429
)

 (4,616,975
)

 706.6
 %

 Change in fair value of warrant liabilities

 (433,725
)

 -

 (423,725
)

 100.0
 %

 Change in fair value of conversion option

 (204,487
)

 -

 (204,487
)

 100.0
 %

 -

 100.0
 %

 Resale commissions (loss) income

 134,600

 106,353

 28,247

 26.6
 %

 Foreign exchange loss

 (48,071
)

 -

 (48,071
)

 100.0
 %

 Other income (expense), net

 117,531

 65,949

 51,582

 78.2
 %

 Total other (loss) income

 (5,384,656
)

 (481,127
)

 (4,903,529
)

 1,019.2
 %

 Loss before income taxes

 (9,933,396
)

 (2,016,961
)

 (7,916,435
)

 392.5
 %

 Income tax benefit

 (838,055
)

 (1,676,110
)

 (200.0
)%

 $
 (10,771,451
)

 $
 (1,178,906
)

 $
 (9,592,545
)

 813.7
 %

 Year Ended December 31, 2024 Compared to
the Year Ended December 31, 2023

 Continuing Operations

 The tables presented in this
section set forth, for the periods indicated, certain Statement of Operations data for the years ended December 31, 2024, and December
31, 2023.

 Net Revenue by Product Category

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

 2024

 2023

 Change

 Change %

 Builds

 24,771,840

 19,317,837

 5,454,003

 28.2
 %

 Parts

 $
 124,523

 $
 41,341

 $
 83,182

 201.2
 %

 Warranty

 269,370

 133,428

 135,942

 101.9
 %

 Total revenues, net

 $

 $

 $
 5,673,127

 29.1
 %

 Vehicle builds represented
98.4% of the revenue for the year ended December 31, 2024, compared to 99.1% for the year ended December 31, 2023, and increased $5,454,003
for the year ended December 31, 2024, as compared to the prior year. The primary driver of the revenue increase for the year ended December
31, 2024 compared to the prior year was the increase in average selling price per vehicle by $33,808 and increased production due growth
in underlying demand for the company's products. The increased average selling price contributed $338,080 to the increase in Builds
revenue and the increase in production contributed $5,115,923 to the increase in revenue.

 Parts, service, and warranty
represent a small portion of our revenue. Those categories combined represented 1.6% of the revenue for the year ended December 31, 2024,
compared to 0.9% for the year ended December 31, 2023, an increase of $219,124 for the year ended December 31, 2024, as compared to the
year ended December 31, 2023.

 Gross Profit and Gross Margin Percentage

 2024

 2023

 Change

 Change %

 Builds

 6,471,418

 4,705,850

 1,765,568

 37.5
 %

 25.7
 %

 24.1
 %

 1.6
 %

 Warranty and others

 (583,471
)

 (182,927
)

 (400,544
)

 219.0
 %

 (2.3
)%

 (0.9
)%

 (1.4
)%

 Total Gross Profit

 $
 5,887,947

 4,522,923

 1,365,024

 30.2
 %

 23.4
 %

 23.2
 %

 24.1
 %

 Gross margins in the Builds
category increased by 37.5% during the year ended December 31 2024, compared to the year ended December 31, 2023, due to an increase in
the average selling price of the vehicle and an increase in the number of units sold. Increased average selling price was driven by both
organic price increases as well as enhanced upgrades versus a year ago.

 Gross margins in the
Warranty and others category for the full year, 2024 decreased as compared to full year, 2023, mostly attributable to an increase in warrant
reserve expense.

 Operating Expenses

 2024

 2023

 Change

 Change %

 Operating expenses:

 Advertising and marketing expenses

 $
 1,171,696

 $
 641,831

 $
 529,865

 82.6
 %

 General and administrative expenses

 9,106,716

 5,144,601

 3,962,115

 77.0
 %

 Provision for credit losses

 31,484

 123,562

 (92,078
)

 (74.5
)%

 Depreciation and amortization expenses

 126,791

 (21,972
)

 (14.8
)%

 Total operating expenses

 $
 10,436,687

 $
 6,058,757

 $
 4,377,930

 72.3
 %

 The Company experienced an
overall increase in operating expenses of $4,377,930 for the year ended December 31, 2024, as compared to the year ended
December 31, 2023.

31, 2024, advertising and marketing expenses increased $529,865, compared to the year ended December 31, 2023. This increase was primarily
attributable to an increased volume of advertising and printing as the Company increased its advertising, promotions, and social media
presence in response to higher online traffic as well as due to the increased price of web advertising compared to the prior year.

 General and administrative
expenses increased $3,962,115 during the year ended December 31 2024, as compared to the year ended December 31, 2023. The primary
driver for the increase in general and administrative expenses for the year ended December 31, 2024 as compared to the year ended December
31, 2023 was due to the growth and expansion of our operations as well as costs related to being a public company, coupled with one-time
costs of approximately $2,000,000 associated with the restatement of the 2022, 2023 and first half 2024 financial statements. Other increases
were related to an increase in office salaries of $800,000, higher occupancy costs of approximately $95,000, and an increase in insurance
expense of approximately $109,000 increased general and administrative expenses.

31, 2024, provision for credit losses decreased $92,078, as compared to the year ended December 31, 2023.

31, 2024, depreciation expense decreased $21,972, as compared to the year ended December 31, 2023. This decrease was primarily due to
disposals of vehicles during the year.

 Other (Expense)Income

 2024

 2023

 Change

 Change %

 Interest expense

 $
 (5,270,404
)

 $
 (653,429
)

 $
 (4,616,975
)

 706.6
 %

 Change in fair value of warrant liabilities

 (433,725
)

 -

 (433,725
)

 100.0
 %

 Change in fair value of conversion option

 (204,487
)

 -

 (204,487
)

 100.0
 %

 -

 100.0
 %

 Resale commissions income

 134,600

 106,353

 28,247

 26.6
 %

 Foreign exchange loss

 (48,071
)

 -

 (48,071
)

 100.0
 %

 Other income, net

 117,531

 65,949

 51,582

 78.2
 %

 Total other (loss) income

 $
 (5,384,656
)

 $
 (481,127
)

 $
 (4,903,529
)

 1,019.2
 %

31, 2024, other income (expense), net increased $4,903,529, as compared to the year ended December 31, 2023 primarily due to an increase
in interest expense.

31, 2024, interest expense increased $4,616,975 as compared to the year ended December 31, 2023, primarily due to the accrued interest
and amortization of debt discount and debt issuance costs on the December 2023 Convertible Note, August 2024 Convertible Note, including
the Additional Default Interest and the interest on the Floor Plan Payable.

31, 2024, change in fair value of warrant liabilities and change in fair value of conversion option increased 100% as compared to the
year ended December 31, 2023 due to the warrants and conversion option liabilities associated with the December 2023 Convertible Note
and the August 2024 Convertible Note.

31, 2024, gain on forgiveness of payable increased 100% as compared to the year ended December 31, 2023 due to default waiver granted
from the Lender related to the December 2023 Convertible Note.

 For the year ended December 31, 2024, other income increased $51,582
as compared to the year ended December 31, 2023 due to an increase in the gain on sale of trade in vehicles.

 Liquidity and Going Concern

 Uses and Availability of Funds

 Our primary sources of funds
are customer deposits, collections of deferred revenue, and proceeds from loan payable. The Company relies on customer deposits to fund
working capital requirements. Upon execution of the contract, the Company bills its customers the total consideration of the contract.
The Company receives from 25% to 50% of the total consideration of the contract, except for upgrades, from its customers as acceptance
of contract, which are initially recorded in customer deposits, and are recognized as net revenue when the products are titled or delivered.
As of December 31, 2024, the Company had customer deposits in the amount of $8,130,324 and deferred revenue for vehicles that were completed,
but title had not been transferred to the customer as of December 31, 2024 of $3,672,501.

 Our primary uses of capital
are, and we expect will continue to be, inventory purchases, manufacturing costs, compensation and related expenses, advertising and marketing,
legal and other regulatory expenses, general administrative costs, and capital expenditures. Our capital requirements will depend on many
factors, including our revenue growth rate, the timing and amount of cash received from customers, the expansion of sales and marketing
activities and the timing and extent of spending to support development efforts.

 Financial Condition

 We are subject to credit
risks, particularly if any of deferred revenue represent a limited number of customers. If we are unable to collect our deferred revenue
as it becomes due, it could adversely affect our liquidity and working capital position.

 Generally, we have been able
to collect our deferred revenue in the ordinary course of business. We hold vehicles as collateral to secure payment from customers. We
do not have trade credit insurance for any of our customers to mitigate accounts receivable risk.

 As of December 31, 2023, we
had cash and cash equivalents of $1,476,850. 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 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 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 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 note has a three-year term.

 On August 9, 2024, the Company
executed and delivered 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, net of debt discount of $363,718. See Note 12 for further information. In connection with
the August 2024 Convertible Note, the Company will also issue to the Lender at no additional cost 300,000 shares of Common Stock and a
warrant to purchase 79,673 shares of Common Stock at an exercise price of $11.50 per share. The Company issued 300,000 shares of Common
Stock in December 2024.

 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. 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 to purchase 398,364 shares of Common Stock at an exercise price
of $11.50 per share. The Company issued 500,000 shares of Common Stock in January 2025.

 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.

 Cash Flows

 Cash flows for the year ended December 31,
2024 and 2023

 As of December 31, 2024, we
had a working capital deficit of $5,970,379, which includes cash and cash equivalents of $1,476,850 compared with a working
capital deficit of $1,957,784 at December 31, 2023, which included cash and cash equivalents of $8,134,211. Increases in inventory,
and cash were primary drivers that resulted in the decrease in the working capital deficit. We plan to use our current cash position as
well as collections from accounts receivable, and the cash generated from our operations, when applicable, to fund the current operations
of the business. The following table summarizes our cash flow activity for the periods presented:

 For the Year Ended

 2024

 2023

 Cash (Used In) Provided By

 Operating Activities

 $
 (9,763,088
)

 $
 (1,995,942
)

 Investing Activities

 (17,046
)

 (499,316
)

 Financing Activities

 3,129,469

 7,114,586

 Effect of translation changes on cash

 (6.696
)

 -

 Net (decrease) increase in cash and cash equivalents

 $
 (6,657,361
)

 $
 4,619,328

 Net cash (used in) provided by operating activities

 Operating activities used cash of $9,763,088 for the year ended December
31, 2024, primarily due to the increase in inventory, and decrease in deferred revenue, partially offset by an increase in accounts payable,
and accrued expenses.

 Operating activities used
cash of $1,995,942 for the year ended December 31, 2023, primarily due to the increase in inventory, increase in deferred tax asset, and
decrease in deferred revenue, partially offset by an increase in other payable, accounts payable, and accrued expenses.

 Net cash used in investing activities

 Investing activities used
cash of $17,046 for the year ended December 31, 2023, related to purchase of warehouse equipment.

 Investing activities used
cash of $499,316 for the year ended December 31, 2023, related to purchase of warehouse and office equipment.

 Net cash provided (used in) by financing activities

 Financing activities provided
cash of $3,129,469 for the year ended December 31, 2024, primarily related to proceeds net of repayments of floor loans, the issuance
of common shares, and proceeds from the August 2024 Convertible Note.

 Financing activities provided
cash of $7,114,586 for the year ended December 31, 2023, primarily related to proceeds from the Convertible Note and the issuance of shares
offset by distributions to the shareholders, debt issuance costs, cash distributed to stockholders, assets and liabilities assumed from
the Business Combination, and repayment of the loan payable of $500,000.

 Contractual Obligations and Commitments

 The following table summarizes
our future material cash requirements from our contractual lease obligations at December 31, 2024:

 Total Future Lease Obligations

 2025

 575,360

 2026

 535,720

 2027

 492,318

 2028

 508,885

 And thereafter

 2,765,297

 $
 4,877,580

 We regularly review our cash
funding requirements and attempt to meet those requirements through a combination of cash on hand, cash provided by operations, available
borrowings and possible future public or private debt and/or equity offerings. At times, we evaluate possible acquisitions of, or investments
in, businesses that are complementary to ours, which transactions may require the use of cash. We believe that our cash, other liquid
assets, operating cash flows, credit arrangements, and access to equity capital markets, taken together, provides adequate resources to
fund ongoing operating expenditures for the next twelve months. In the event that they do not, we may require additional funds in the
future to support our working capital requirements, or for other purposes, and may seek to raise such additional funds through the sale
of public or private equity and/or debt financings, as well as from other sources. No assurance can be given that additional financing
will be available in the future or that if available, such financing will be obtainable on terms favorable when required.

 Impact of Inflation and Currency Fluctuation

 While it is difficult to
accurately measure the impact of inflation due to the imprecise nature of the estimates required, we have experienced varying levels of
inflation during the year ended December 31, 2024, resulting in part from various supply chain disruptions, increased shipping and transportation
costs, increased product costs, increased labor costs in the supply chain and other disruptions caused by the COVID-19 pandemic and the
uncertain economic environment. The Company has been actively working to mitigate these factors through a combination of sales price adjustments
and other sourcing strategies, as such issues have continued into 2025. Severe increases in inflation could affect the global and U.S.
economies and could have an adverse impact on our business, financial condition, and results of operations. Inflation did not have a material
impact on our operations for the years ended December 31, 2024, or December 31, 2023.

 We transact business in foreign
currencies and are exposed to risks resulting from fluctuations in foreign currency exchange rates. Accounts relating to foreign operations
are translated into U.S. dollars using prevailing exchange rates at the relevant period end. Net currency exchange gains (losses) were
not material for the years ended December 31, 2024, and 2023.

 Seasonality

 We typically do not experience seasonality in
our operations.

 Related Party Transactions

 The Company has related
party transactions consisting of payments for services provided by companies owned by certain family members of the shareholders. See
Note 18 of the Notes to the Consolidated Financial Statements of this Annual Report on Form 10-K.

 Recent Accounting Pronouncements

 We are required to adopt
certain new accounting pronouncements. See Note 4 of the Notes to the Consolidated Financial Statements of this Annual Report on Form
10-K.

 Critical Accounting Policies and Estimates

 General

 Management's discussion
and analysis of our financial condition and results of operations is based on our consolidated financial statements, which are prepared
in conformity with accounting principles generally accepted in the United States of America. The preparation of these financial statements
requires us to make certain estimates, judgments, and assumptions that we believe are reasonable based upon the information available.
These estimates and assumptions can be subjective and complex and may affect the reported amounts of assets and liabilities, revenues,
and expenses reported in those financial statements. As a result, actual results could differ from such estimates and assumptions. During
2021 and 2022, there have been continuous changes to the global economic situation, as a consequence of the COVID-19 pandemic. It is possible
that this could cause changes to estimates, as a result of the financial circumstances of the markets in which the Company operates, and
the health of the global economy. Such changes to estimates could potentially result in impacts that would be material to the consolidated
financial statements.

 While our significant accounting
policies are described in more detail in Note 4 to our consolidated financial statements appearing elsewhere in this Annual Report on
Form 10-K, we believe that the following accounting policies are those most critical to the judgments and estimates used in the preparation
of our consolidated financial statements.

 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.

 Product Revenue – Parts and Builds

through the sale of Land Rover vehicle 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 of the Company's contracts, which is to build a vehicle based on
customer specifications, transfer title or delivery of product under the terms in the arrangement. Product revenue is recognized when
the product build is completed and title has been transferred, or product is delivered. 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 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

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

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.

 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.

 Inventories

 Work in progress –
shipping and consumables, and work in progress – labor costs reported in inventories are carried at a lower of cost or net realizable
value. Cost is determined on the basis of the direct and indirect costs that are directly attributable to the product. The measurement
of inventories is generally based on the weighted average method. 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.

 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.

 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. The
Company's reserve related to uncertain tax positions was zero as of December 31, 2023 and 2022.

 We account for income taxes
under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax
consequences (meaning, inclusions of income and deductions in income tax returns to be filed in future periods) of events that have been
included in the financial statements. These items may be referred to as "temporary differences." Under this method, deferred
tax assets and liabilities are determined based on the differences between their financial statement carrying amount (or, basis) and the
carrying amount for taxes (or, tax basis) using enacted tax rates in effect for the year in which the differences are expected to affect
income in the future tax filings. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in
the period that includes the enactment date.

 We record deferred tax assets
to the extent we believe 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. We evaluate the realizability of our deferred
tax assets on a quarterly basis. To be realized, there must be an objective and verifiable basis for the expectation of taxable income
in future periods to offset, or "consume," the deferred tax assets. The evaluation includes the consideration of all available
factors, both positive and negative, regarding (i) the estimated future reversals of existing taxable temporary differences (that is,
deferred tax liabilities), (ii) forecasted future taxable income, exclusive of those reversing temporary differences and carryforwards,
(iii) historical taxable income in prior carryback periods, if carryback is permitted, and (iv) potential tax planning strategies that
may be employed to prevent an operating loss or tax credit carryforward from expiring unused. The verifiable evidence, such as future
reversals of existing temporary differences and the ability to carryback, are considered before estimated future taxable income (exclusive
of temporary differences and tax planning strategies) is considered because future taxable income estimates are more subjective. The majority
of our 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 we remain in a financial
reporting loss position based on a cumulative pre-tax loss for the three-year period ended December 31, 2023, the determination of
the valuation allowance is based on our 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 our deferred tax assets. Therefore, changes in our 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. At December 31,
2023, there was no deferred tax asset valuation allowance.

 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.

 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. 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.

 Subsequent Events

 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").

 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.

 Recent Developments

 ECD's Nasdaq
Listing

 As
previously disclosed in ECD's Current Report on Form 8-K filed on February 16, 2024, on February 14, 2024, ECD received a notice
(the "February Notice") from The Nasdaq Stock Market LLC ("Nasdaq"), stating that the Company's listed securities
failed to comply with the $50,000,000 market value of listed securities ("MVLS") requirement for continued listing on The
Nasdaq Global Market in accordance with Nasdaq Listing Rule 5450(b)(2)(A).

 As
previously disclosed in ECD's Current Report on Form 8-K filed on March 8, 2024, on March 7, 2024, ECD received another Notice from
Nasdaq, stating that the Company's listed securities failed to maintain a minimum Market Value of Publicly Held Shares ("MVPHS")
of $15,000,000 which is a requirement for continued listing on The Nasdaq Global Market in accordance with Nasdaq Listing Rule 5450(b)(2)(C).

 On
August 13, 2024, ECD received a delisting notice from Nasdaq stating that ECD had not regained compliance with the Nasdaq Listing Rule
5450(b)(2)(A) as of August 12, 2024. ECD requested an appeal of the delisting determination before the Nasdaq Hearings Panel (the "Panel")
which stayed any suspension or delisting of ECD's securities pending the hearing before the Panel that was scheduled for September
26, 2024.

 As
previously disclosed in ECD's Current Report on Form 8-K filed on September 16, 2024, on September 11, 2024, ECD received a notice
that Nasdaq approved ECD's application to list its shares of common stock on the Nasdaq Capital Market. ECD securities commenced
trading on the Nasdaq Capital Market at the opening of business on September 13, 2024, and the August 13, 2024 delisting notice and the
pending the hearing before the Panel have been withdrawn and cancelled as moot.

 As
previously disclosed in ECD's Current Report on Form 8-K filed on December 11, 2024, on December 6, 2024, ECD received a notice
(the "December Notice") from Nasdaq notifying the Company that, because the Company is delinquent in filing its Form 10-Q
for the quarter ended September 30, 2024, the Company no longer complies with Nasdaq Listing Rule 5250(c)(1) which requires companies
with securities listed on Nasdaq to timely file all required periodic reports with the SEC. The Notice provided that the Company shall
have 60 calendar days to submit a plan to regain compliance with the Listing Rule, and if Nasdaq accepts the Company's plan, Nasdaq
can grant the Company an exception of up to 180 calendar days from the Filing's due date, or until May 19, 2025, to regain compliance
with the Listing Rule. ECD is diligently working to complete its Form 10-Q for the quarter ended September 30, 2024, and expects to complete
and file the Form 10-Q for the quarter ended September 30, 2024 with the SEC to regain compliance with the Listing Rule prior to the expiration
of the 60 day period. By letter, dated January 31, 2025, ECD provided Nasdaq a plan to regain compliance with the Listing Rule and requested
Nasdaq to grant ECD an exception until May 19, 2025 to regain compliance with the Listing Rule. ECD is currently waiting for Nasdaq's
response to the January 31, 2025 letter.

 As
previously disclosed in ECD's Current Report on Form 8-K filed on February 7, 2025, ECD received a notice on February 5, 2025 (the
"February 2025 Notice") from Nasdaq notifying the Company that the Company's common stock failed to maintain a minimum
bid price of $1 per share, based upon the closing bid price for the last 30 consecutive business days. Accordingly the Company failed
to comply with Rule 5550(a)(2) the Nasdaq Listing Rules (the "Rules"). The February 2025 Notice has no immediate effect on
the listing of the Company's common stock on Nasdaq. Rule 5810(c)(3)(A) provides the Company a compliance period of 180 calendar
days, or until August 4, 2025, in which to regain compliance. If at any time during this 180 day period the closing bid price of the
Company's common stock is at least $1 for a minimum of ten consecutive business days, Nasdaq will provide the Company written confirmation
of compliance with the Rules and this matter will be closed. If the Company does not regain compliance within the compliance period,
or if the Company fails to satisfy another Nasdaq requirement for continued listing, Nasdaq could provide notice that the Company's
securities will become subject to delisting. In such event, Nasdaq rules would permit the Company to appeal the decision to reject any
delisting determination to a Nasdaq Hearings Panel.

 Brand New Muscle Car
Acquisition

 On
April 3, 2024, ECD entered into an Asset Purchase Agreement (the "BNMC APA") with BNMC Continuation Cars LLC, an Oklahoma
limited liability company and David W. Miller II (collectively the "Sellers"), pursuant to which the Company agreed to purchase
certain assets relating to vehicle builds, including the trademark "Brand New Muscle Car," from the Sellers in exchange for
$1.5 million (the "Purchase Price"). The BNMC APA is attached hereto as Exhibit 2.4.

 As
previously disclosed in ECD's Current Report on Form 8-K filed on April 30, 2024, 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 the 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
foregoing description of the A&R Asset Purchase Agreement, the IP Assignment Agreement, the Trademark License Agreement, the Consulting
Agreement and the transactions and documents contemplated thereby does not purport to be complete and is qualified in its entirety by
reference to the A&R Asset Purchase Agreement, filed as Exhibit 2.5 hereto and incorporated herein by reference, the IP Assignment
Agreement, filed as Exhibit 10.26 hereto and incorporated herein by reference, the Trademark License Agreement, filed as Exhibit 10.27
hereto and incorporated herein by reference, and the Consulting Agreement, filed as Exhibit 10.28 hereto and incorporated herein by reference.

 On
August 11, 2024, the Company and BNMC Continuation Cars LLC and David W. Miller II (collectively 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 will promptly issue 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
foregoing summary of the Amendment does not purport to be complete and is qualified in its entirety by reference to the actual Amendment,
a copy of which is attached hereto as Exhibit 10.41, and is incorporated herein by reference.

 Investor Relations and Marketing Services Agreements

 On February 13, 2024, we
entered into a one-year investor relations consulting agreement (the "MZ Agreement") with MZHCI, LLC, a MZ Group Company ("MZHCI"),
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 the MZ Agreement, we have committed to pay $14,500 per month for the first four
months of service and $12,500 per month thereafter. We also agreed to issue 100,000 shares of restricted Company common stock to MZHCI.
All shares of Company restricted Company common stock issued to MZHCI will be subject to a 12-month lock up from the time of issuance.
The MZ Agreement also provides for incentive shares as follows:

 If within six (6) months of the Effective Date of the MZ Agreement, investors hold 2.5 million or more shares of Company common stock as a result of MZHCI 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 MZ Agreement, investors hold 5.0 million or more shares of Company common stock as a result of MZHCI 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 MZ Agreement, investors hold 10.0 million or more shares of Company common stock as a result of MZHCI 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 MZ 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 MZHCI 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 MZ 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 MZHCI 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.

 As of March 31, 2024, we
paid $29,000 to MZHCI pursuant to the MZ Agreement. On May 9, 2024, the we issued 100,000 shares of common stock to MZHCI pursuant to
the MZ Agreement.

of the MZ Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the MZ Agreement,
which is attached hereto respectively as Exhibit 10.32.

 On June 11, 2024, the Company
entered into a marketing services agreement with Outside The Box Capital Inc. ("OTBC") commencing on June 12, 2024 and terminating
on December 12, 2024 (the "MS Agreement"). As compensation for OTBC services rendered under the MS Agreement, the Company
agreed to issue 100,000 shares of the Company's common stock to OTBC, valued at $100,000, based on the closing stock price on June
12, 2024.

of the MS Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the MS Agreement,
which is attached hereto respectively as Exhibit 10.33.

 Floor Loan

 On May 15, 2024, the Company
entered into a loan agreement with First National Bank of Pasco for a revolving line of credit in the principal amount of up to $1,500,000.
The Company granted the First National Bank of Pasco a security interest in certain assets for the payment of the indebtedness. The collateral
to secure the line of credit is first title liens on inventory (used ECD-produced vehicles) advanced under the agreement. The agreement
will remain in effect until all loans have been paid in full including principal, interest, costs, expenses, attorney's fees, and
other fees and charges have been paid in full or if the parties agree in writing to terminate the agreement. As of June 12, 2024, the
Company has drawn $900,000 under the loan agreement.

of the loan agreement and security agreement does not purport to be complete and is qualified in its entirety by the terms and conditions
of the Business Loan Agreement, dated May 15, 2024, between ECD Automotive Design, Inc. and First National Bank of Pasco, the Commercial
Security Agreement, dated May 15, 2024, between ECD Automotive Design, Inc. and First National Bank of Pasco and the Promissory Note in
the amount of $1,500,000, dated May 15, 2024, between ECD Automotive Design, Inc. and First National Bank of Pasco, copies of which are
incorporated by reference and attached hereto, respectively, as Exhibits 10.29, 10.30 and 10.31.

 Black Dog Traders
Agreements

 On
June 4, 2024, ECD entered into agreements with Black Dog Traders to produce branded classic Toyota FJ SUVs. Black Dog Traders specializes
in customizing and modernizing Toyota Land Cruisers. Tailor-made in Dallas Texas to go anywhere and do anything. The perfect blend of
classic and modern, with an emphasis on performance and comfort. For more information, visit www.blackdogtraders.com.

 On
June 4, 2024, ECD entered into a strategic partnership agreement (the "Black Dog Agreement") with DOJA, LLC (the "Representative"),
pursuant to which the Representative is engaged to refer potential clients to ECD who are interested in purchasing certain vehicles, and
the Representative grants to ECD an exclusive, revocable, non-transferable, non-sublicensable license, with the right to use the mark
"BLACK DOG TRADERS" (the "Mark") solely with respect to certain vehicles, and also the right of first refusal
to hold an exclusive license to use the Mark in connection with any automobiles other than those certain vehicles. The Representative
shall receive a fee in connection with each of the following: (i) ECD's sale of certain vehicles to a customer as a result of the
Representative's referral, or (ii) ECD's sale of certain vehicles if such vehicles are branded with the Mark but where the
Representative did not make the referral.

 On
June 4, 2024, ECD entered into a consulting agreement ("Black Dog Consulting Agreement") with Austin R. Peterson, founder
and owner of Black Dog Traders, pursuant to which Austin R. Peterson shall provide consulting services, and ECD shall pay Austin R. Peterson
in the amount of $15,000 per month.

 The
foregoing summary of the Black Dog Agreement and the Black Dog Consulting Agreement does not purport to be complete and is qualified in
its entirety by reference to the actual Black Dog Agreement and the Black Dog Consulting Agreement, a copy of which is attached hereto
as Exhibit 1034 and Exhibit 10.35, respectively, and is incorporated herein by reference.

 Private Sales of Securities

 As
previously disclosed in ECD's Current Report on Form 8-K filed on January 16, 2024, on January 11, 2024, ECD and Benjamin Piggott
entered into a securities subscription agreement (the "January 2024 Subscription Agreement"), pursuant to which ECD issued
and sold in a private transaction 25,000 shares of Common Stock to Benjamin Piggott at a price of $10.00 per share or an aggregate purchase
price of $250,000.00. A copy of the January 2024 Subscription Agreement is attached hereto as Exhibit 10.13.

 As
previously disclosed in ECD's Current Report on Form 8-K filed on August 12, 2024, on August 8, 2024, ECD and Theodore Duncan entered
into a securities subscription agreement (the "August 2024 Subscription Agreement"), pursuant to which ECD issued and sold
in a private transaction 1,000,000 shares of Common Stock and a warrant agreement to purchase 100,000 shares of Common Stock at an exercise
price of $0.01 per share (the "Warrant Agreement") to Theodore Duncan for an aggregate purchase price of $1,000,000. The foregoing
summary of the August 2024 Subscription Agreement and the Warrant Agreement does not purport to be complete and is qualified in its entirety
by reference to the actual agreements which are filed hereto as Exhibit 10.36 and Exhibit 10.37, and are incorporated herein by reference.

 As
previously disclosed in ECD's Current Report on Form 8-K filed on August 12, 2024, as amended on August 16, 2024, on August 9, 2024,
ECD entered into a securities purchase agreement (the "August SPA") with Defender SPV LLC (the "Lender") pursuant
to which the Lender agreed to waive the pre-existing events of default that occurred under the December Note and the Company Preferred
Stock and the Company agreed to execute and deliver to the Lender a senior secured convertible note (the "August Note"), in
exchange for a loan in the principal amount of $1,154,681. The foregoing summary of the August SPA and the August Note does not purport
to be complete and is qualified in its entirety by reference to the actual agreements forms of which are filed hereto as Exhibit 10.38
and Exhibit 10.39, and are incorporated herein by reference.

 The
August SPA also provides that in connection with the August Note, the Company will also issue to the Lender at no additional cost 300,000
shares of Common Stock and a warrant to purchase 79,673 shares of Common Stock at an exercise price of $11.50 per share (the "Common
Share Warrant"). A copy of the Common Share Warrant is attached hereto as Exhibit 10.40.

 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 foregoing summary of the January 2025 SPA and the January 2025 Note does not purport to be complete and is qualified
in its entirety by reference to the actual agreements forms of which are filed hereto as Exhibit 10.46 and Exhibit 10.47, and are incorporated

 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"). A copy of the form of Common Share Warrant is attached hereto as Exhibit
10.48.

 In
connection with the January 2025 SPA, on January 13, 2025, the Company and the Lender entered into a registration rights agreement (the
"Registration Rights Agreement"), pursuant to which the Lender has been granted certain customary registration rights with
respect to (i) the Commitment Shares and (ii) the shares of Common Stock underlying (x) the January 2025 Note and (y) the Common Share
Warrant (collectively, the "Registrable Securities"). Pursuant to the Registration Rights Agreement, the Company has agreed
to file a registration statement with the SEC to register the Registrable Securities within 45 days after the closing of the transaction
and to have such registration statement effective within 90 days of such closing.

 The
foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by the terms
and conditions of the form of Registration Rights Agreement which is attached hereto as Exhibit 10.49 and is incorporated herein by reference.

 Black Bridge Referral
Agreement

 On
August 22, 2024, ECD entered into a referral agreement (the "Black Bridge Referral Agreement") with Black Bridge Motors, LLC
("Black Bridge) to produce branded classic Land Rover Defender SUVs at ECD's Kissimmee, Florida facility. Black Bridge offers
re-engineered solutions to classic car ownership that provides a modern driving experience while retaining the vehicle's iconic
design. For more information, visit www.blackbridgemotors.com.

 Pursuant
to the Black Bridge Referral Agreement, Black Bridge is engaged to refer potential clients to ECD who are interested in purchasing certain
vehicles, and Black Bridge grants to ECD an exclusive, revocable, non-transferable, non-sublicensable license, with the right to use its
branding, subject to terms in the Black Bridge Referral Agreement. During the term of the Black Bridge Referral Agreement, Black Bridge
shall receive a fee in connection with ECD's sale of vehicles to a customer as a result of the Black Bridge's referral, as
follows: (i) for the first 5 referred vehicles sold, ECD shall pay a fee equal to 5% of the vehicle sales price; (ii) for the next 6-10
referred vehicles sold, ECD shall pay a fee equal to 7.5% of the vehicle sales price and (iii) for all referred vehicles sold after the
first 10 referred vehicles sold, ECD shall pay a fee equal to 10% of the vehicle sales price.

 The
foregoing summary of the Black Bridge Referral Agreement does not purport to be complete and is qualified in its entirety by reference
to the actual Black Bridge Referral Agreement, a copy of which is attached hereto as Exhibit 10.42, and is incorporated herein by reference.

 Officer and Director
Resignations and Appointments

 As
previously disclosed in ECD's Current Report on Form 8-K filed on September 20, 2024, on September 16, 2024, ECD received the resignation
of Raymond Cole as Chief Financial Officer of the Company effective immediately. Mr. Cole's resignation was due to personal reasons
and was not the result of any disagreement with the Company on any matter relating to the Company's operations, policies or practices.
On the same date, Mr. Benjamin Piggott was appointed as the Company's Chief Financial Officer by the Company's board of directors
(the "Board"). A copy of Mr. Piggott's employment agreement is attached hereto as Exhibit 10.24.

 In
conjunction with the appointment of Mr. Piggott as CFO, on September 16, 2024, Mr. Piggott and Thomas Humble both resigned from their
positions as members of the Board. Prior to his resignation, Mr. Piggott served as the Chairman of the Board and a member of the Company's
Audit Committee, Compensation Committee and Nominating Committee. Mr. Humble did not serve on any committees of the Board. The resignations
of Mr. Piggott and Mr. Humble from the Board were not the result of any disagreement with the Company on any matter relating to the Company's
operations, policies or practices. Additionally, on September 16, 2024, the Company's Chief Executive Officer, Scott Wallace, was
appointed as the Chairman of the Board.

 As
previously disclosed in ECD's Current Report on Form 8-K filed on December 11, 2024, on November 11, 2024, Keven Kastner ("Mr.
Kastner") started working for ECD as the Chief Revenue Officer. The Company and Mr. Kastner entered into an employment agreement,
dated December 9, 2024, for a term of one year (the "Employment Agreement"). The Employment Agreement is attached hereto as
Exhibit 10.25. Mr. Kastner will be tasked with driving sales and price point growth through new market channels for the Company. Mr. Kastner
will also be responsible for managing all aspects of the revenue stream within the organization, with the aim of meeting or exceeding
annual projections. No family relationships exist between Mr. Kastner and any of the Company's directors or other executive officers.

 Agreement with One
Drivers Club

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.

 The
foregoing summaries of the ODC Agreement and Usage Agreement do not purport to be complete and is qualified in its entirety by reference
to the actual ODC Agreement and Usage Agreement, a copies of which are attached hereto as Exhibits 10.43 and 10.44, and are incorporated

 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.

 The
foregoing summary of the Ten Easy Street Agreement does not purport to be complete and is qualified in its entirety by reference to the
actual Ten Easy Street Agreement, a copy of which is attached hereto as Exhibit 10.45, and is incorporated herein by reference.

 Annual Stockholders Meeting

 On
December 27, 2024, ECD held its 2024 annual meeting of stockholders (the "Annual Meeting"). On November 27, 2024, the record
date for the Annual Meeting, there were 36,199,662 shares of common stock of the Company entitled to be voted at the Annual Meeting, 21,334,357
shares of common stock of the Company or 58.94 % of which were represented in person or by proxy. The Incentive Plan Amendment Proposal
to approve an amendment to the Company's 2023 Equity Incentive Plan to increase the number of shares of common stock reserved under
the Plan from 400,000 shares to 2,500,000 shares, the Director Proposal to elect Robert Machinist and Patrick Lavelle as the Class I directors
to serve until the 2027 annual meeting and until his respective successor has been duly elected and qualified or until his earlier resignation,
removal or death, and the Auditor Ratification Proposal to ratify the appointment of Barton CPA PLLC, as the Company's independent
registered public accounting firm for the year ending December 31, 2024 were approved by the stockholders at the Annual Meeting. The results
of the ECD's Annual Meeting were previously reported in ECD's Current Report on Form 8-K filed on December 30, 2024.

 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

 The full text of our audited consolidated
financial statements begins on page F-1 of this annual report.

 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE.

 ITEM 9A. CONTROLS AND PROCEDURES.

 a) Evaluation of Disclosure Controls and Procedures

 We conducted an evaluation,
under the supervision and with the participation of our management, of the effectiveness of the design and operation of our disclosure
controls and procedures. The term "disclosure controls and procedures," as defined in Rules 13a-15(e) and 15d-15(e) under
the Securities and Exchange Act of 1934, as amended ("Exchange Act"), means controls and other procedures of a company that
are designed to ensure that information required to be disclosed by the company in the reports it files or submits under the Exchange
Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's
rules and forms. Disclosure controls and procedures also include, without limitation, controls and procedures designed to ensure that
information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated
to the company's management, including its principal executive and principal financial officers, or persons performing similar functions,
as appropriate, to allow timely decisions regarding required disclosure.

 (b) Management's Report on Internal
Control Over Financial Reporting.

 Management is responsible
for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule
13a-15(f). Our internal control system is designed to provide reasonable assurance to management and to our Board of Directors regarding
the preparation and fair presentation of published financial statements. Under the supervision and with the participation of management,
including our Principal Executive Officer and Principal Financial Officer, management conducted an evaluation of the effectiveness of
our internal control over financial reporting based on the framework in Internal Control-Integrated Framework issued
by the Committee of Sponsoring Organizations of the Treadway Commission. Our management has concluded that in light of the accounting
errors described in the Explanatory Note included herein and Note 2 to the notes to the financial statements included herein, a material
weakness exists in our internal control over financial reporting as of December 31, 2024 and 2023. As a result, management concluded that
our internal control over financial reporting was not effective as of December 31, 2024 at a reasonable assurance level.

 Material Weaknesses in Internal Control over
Financial Reporting

 A material weakness, as defined
in the standards established by the Sarbanes-Oxley is a deficiency, or a combination of deficiencies, in internal control over financial
reporting such that there is a reasonable possibility that a material misstatement of our annual or interim consolidated financial statements
will not be prevented or detected on a timely basis.

 In connection with the re-audit
of our financial statements as of and for the fiscal years ended December 31, 2024 and December 31, 2023, we identified a material weakness
in our internal control over financial reporting as of December 31, 2023 and December 31, 2024. During this period, we outsourced its
day-to-day accounting tasks due to limited accounting and financial reporting personnel and other resources needed to ensure adherence
to our internal controls and procedures. We did not have our own finance function and had limited finance and accounting professionals
with the requisite experience to appropriately perform the supervision and review of the information received from our third-party accounting
service provider.

 The lack of U.S. GAAP experience
from the outsourced accounting firm combined with the limited availability of experienced team to supervise the third-party service provider
resulted in the disclosed material weakness.

 Notwithstanding these material
weaknesses, we have concluded that our audited consolidated financial statements included in this Annual Report on Form 10-K/A are fairly
stated in all material respects in accordance with U.S. GAAP for each of the periods restated therein.

 Plan for Remediation of Material Weakness in Internal Controls over
Financial Reporting

 We have begun to design and
implement certain remediation measures to address the above-described material weakness and enhance our internal control over financial
reporting. We are taking the following actions to improve the design and operating effectiveness of our internal control in order to remediate
this material weakness:

 Insource our accounting and finance functions and hire capable and experienced professionals to build a strong in-house accounting team; and

 Implement Netsuite Enterprise Resource Planning software to strengthen our ability to keep records of its accounting and financial information

 Our remediation efforts are
ongoing and we will continue our initiatives to consider additional skilled resources in program management, accounting, and finance related
functions and to expand the effort to implement and document policies, procedures, and internal controls. Remediation of the identified
material weaknesses and strengthening of our internal control environment will require a substantial effort through the end of 2024 and
beyond. We will assess the ongoing operating effectiveness of the new and existing controls in future periods. The material weaknesses
cannot be considered completely remediated until the applicable controls have operated for a sufficient period of time and we have concluded,
through testing, that these controls are operating effectively.

 c) Changes in Internal Control over Financial
Reporting

 As part of the ongoing process
of improving internal controls, from September 2024 – January 2025, the Company retained a consultant who previously served as a
director of Financial Planning and Analysis at Textron to improve its internal financial processes and external reporting procedures.
These steps included:

 The implementation of a monthly income statement close procedure

 Monthly balance sheet reconciliation

 Enhanced general ledger entry procedures

 Monthly tracking of revenue recognition and cost of goods sold analysis to align with SEC reporting requirements

 Monthly reconciliation versus the annual budget

 With these procedures in place,
the Company has hired a Corporate Controller in January 2025, who has prior experience serving as a Controller at Rev Group, a publicly
traded vehicle manufacturing company, whose annual revenue exceeding $2B. In addition, it has moved the accounts receivable / accounts
payable function from a part time position to a full-time position. The company has also tightened controls around access to NetSuite
and check writing / signing.

 Other than noted above, during
the most recently completed fiscal year ended December 31, 2024, there was no change in our internal control over financial reporting
(as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially
affect, our internal control over financial reporting with the exception of the ongoing implementation of our plan to remediate the material
weakness described above.

 ITEM 9B. OTHER INFORMATION.

 None.

 ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT
INSPECTIONS.

 None.

 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

 Directors and Executive Officers

 The following table sets forth
certain information about our current directors and executive officers:

 Name

 Age

 Title

 Chief Executive Officer and Chairman

 Chief Product Officer and Director

 Thomas Humble

 Chief Experience Officer

 Elliot Humble

 Chief Technology Officer

 Keven Kastner

 Chief Revenue Officer

 Thomas Wood

 Robert Machinist

 Patrick Lavelle

 Background of Directors and Executive Officers

is one of the Founders of ECD, a director and he currently serves as ECD's Chief Executive Officer and Chairman of the Board. Before
joining ECD in 2023, Mr. Wallace served as RDM at Greene King P.L.C. and for Duke Street Capital in the UK. In those roles, Mr. Wallace
was responsible for the marketing direct reports and the regional sales directors with the goal of generating revenue and maximizing ROI
by means of creative and cost-effective marketing strategies while driving sales using CRM data and conversion tracking. Mr. Wallace also
owned a marketing agency, and had the benefit of being on the non-client side of marketing, which allowed him an in-depth review of skills
required to integrate full in-house marketing teams and save agency fees in future businesses. As one of the original founders of ECD,
Mr. Wallace's two core skills in marketing and capital allocation were critical as the company grew revenue. Mr. Wallace holds a
degree in Tourism from the University of Central England, Birmingham. Mr. Wallace is qualified to serve as a director due to his experience
as ECD's Chief Executive Officer, as well as his extensive experience in marketing and sales, the European public sector, and the
venture capital industry.

 Mr. Wallace's extensive
industry knowledge, investment experience and career restomod business qualify him to serve on the board of directors.

 Benjamin Piggott is
the Chief Financial Officer of ECD. Prior to being the CFO, Mr. Piggott was the Chairman and Chief Executive Officer of EFHT and the Chairman
of ECD. Mr. Piggott was a Managing Director at EF Hutton since its inception in June 2020 – August 2024. Prior to joining EF Hutton,
Mr. Piggott was Head of Corporate Development at Laird Superfood (NYSE American: LSF), a plant-based, omni-channel natural food company
based in Sisters, Oregon. Mr. Piggott had served as an investor in the company and later joined as Head of Corporate Development, assisting
in capital raising efforts, including Laird Superfood's IPO on September 23, 2020. While at Laird Superfood, Mr. Piggott built a
strong pipeline of acquisition candidates in the natural food and beverage sector by vetting over 100 companies. Mr. Piggott also helped
to successfully negotiate the sale of a minority equity stake in the company to Danone S.A. Prior to Laird Superfood, Mr. Piggott spent
fifteen years in the investment industry, ten of which were with the Small Cap Team at Fidelity Management & Research Company where
he served as both a research analyst and sector portfolio manager. Mr. Piggott also spent two years at Legg Masson Capital Management
as a generalist covering small mid-cap companies. During his tenure on the buy-side, Mr. Piggott covered various sectors, both domestically
and internationally, including consumer, technology, healthcare, energy, industrials and utilities. Mr. Piggott received his Bachelor
of Science in Finance from Bentley University in 2002.

is one of the Founders of ECD, a director and currently serves as ECD's Chief Product Officer and Head of Client Services. Mrs.
Humble is an experienced leader within the education sector, having headed the development of new performing arts establishments within
both the public and private sectors. In addition to founding ECD, in 2013, Ms. Humble started the performing arts academy, Dance Station
Orlando, across the Greater Orlando Area, recruiting over 400 students within the first three (3) years. Ms. Humble sold her academy and
returned to the ECD team full-time in 2020 to focus on enhancing the client experience. Ms. Humble holds a BA in Ballet Education from
The Royal Academy of Dance in London, England, and a postgraduate certificate in education (PGCE) in Post Compulsory Education from the
University of Wolverhampton in Sutton Coldfield, England. In her most recent position as the supervisor of the Quality Control Team, Mrs.
Humble has been focused on using data to drive quality forward in not only the QC team, but within each department on the production line.
Ms. Humble is qualified to serve as a director due to her experience as ECD's Chief Product Offer and Head of Client Services, as
well as her expertise in client relations and experience within both the public and private sectors.

 Ms. Humble's extensive
industry knowledge and career restomod business qualify him to serve on the board of directors.

 Keven Kastner
is the Chief Revenue Officer of ECD. Before joining the Company, Mr. Kastner served as the director of sales and marketing at Moss Motors
Ltd., where he played a pivotal role in enhancing the brand presence of this classic British auto parts provider. At AMSOIL, Inc., he
excelled as a Marketing Manager, driving growth for their synthetic lubricants and fuel additives. As the former CEO of Iron Dog, Mr.
Kastner led the world's longest, toughest snowmobile race, traversing 2,500 miles of Alaskan backcountry for seven years, showcasing
his ability to navigate challenging markets and build resilient organizations. Kevin Kastner's leadership journey also includes
helping launch the commercial utility boat segment at Alumaski's MacKinnon Marine, where he served as Marketing Director and CEO.
His educational background includes studying Mechanical Engineering at the University of Oklahoma and Southern Nazarene University.

 Thomas Humble
is one of the Founders of ECD, a director and currently serves as ECD's Chief Experience Officer and Sales Director. Mr. Humble
has also served as a director for Overland Auto Transport d/b/a Luxury Automotive Transport and co-owner of Luxury Automotive Transport
since 2019. Mr. Humble is a top-ranked sales director recognized for leading the sales efforts for several international organizations
across Europe, including Nike Corporation, Volkswagen, Audi, and Porsche, before transitioning to self-employment in the United States.
Mr. Humble has managed ECD's business from its start in 2013, covering import/export of vehicles and all shipping logistics, sourcing
vehicles for clients, managing outsourced vendors, and all interaction with clients. Over the years, Mr. Humble has been involved in everything
from facility leases, hiring staff, quality control, product development, and the entire client experience. As the CXO, Mr. Humble manages
every aspect of the process including client services, sales, design, client journey, delivery, and warranty. Mr. Humble is qualified
to serve as a director due to his experience as ECD's Chief Experience Officer and Sales Director, as well as his extensive operational
expertise and experience in the automotive industry.

 Elliot Humble
is a Founder and the Chief Technical Officer of ECD. He also co-owns and serves as a director for Overland Auto Transport d/b/a Luxury
Automotive Transport since 2019. Mr. Humble has 20 years of experience in the automotive customization, technology, and maintenance industries.
His experience includes working with large retail companies such as Halfords and leading sport technology companies such as Hawkeye and
FR Systems. Since ECD's inception in 2013, he has played a key role in nearly every aspect of the customer experience and all ECD products.
His responsibilities span all areas of the business, including procurement, planning, design, product development, import/export, shipping
logistics, vehicle sourcing, vendor management, and client relations. Throughout his time with ECD, Mr. Humble has been involved in many
areas of the business, including production planning and processes, quality control, product development, the customer journey, and software
system implementations. As CTO, he oversees many aspects of the sales and build process, including product options, development, design,
implementation, production, QC, and customer service. Mr. Humble's qualifications as CTO are derived from his extensive operational experience
in the automotive industry, a lifelong passion for all things automotive, and a solutions-based approach to industry challenges and opportunities.

 Thomas Wood
is a director of ECD and was an independent director of EFHT. Mr. Wood is a serial entrepreneur, having started and taken multiple energy
companies public over the course of his career. Since 2022, Mr. Wood has been the Executive Chairman and founder of Advanced Mining Drilling
Technologies LLC, which is a private company currently developing battery metals extraction technology. He is also the Chairman and co-founder
of XtremeX Mining Technology Corp. which is a coil tubing patented mining technology targeted at precious metals and battery metals discovery
and testing. In 2017, Mr. Wood was a sponsor and the CFO of National Energy Services Reunited Corp. (NASDAQ: NESR), a $200 million SPAC,
that successfully completed a business acquisition with Gulf Energy SAOC and National Petroleum Services on June 6, 2018. Mr. Wood was
instrumental in the IPO of the SPAC and the search of merger candidates and remains an active board member of the Company. He has over
35 years of experience in establishing and growing public and private companies that provide or use oil and gas contract drilling services.
Since December 1990, he has served as the Chief Executive Officer of Round Up Resource Service Inc., a private investment company. Mr.
Wood founded Xtreme Drilling Corp. (TSX: XDC), an onshore drilling and coil tubing technology company, in May 2005 and served as its Executive
Chairman until May 2011 and its Chief Executive Officer and Director from May 2011 through August 2016. He is the founder of Savanna Energy
Services Corp. (TSE: SVY), a North American energy services provider, where he served as the Chairman from 2001 to March 2005. He also
served as Director at various companies engaged in the exploration and production of junior oil and gas, including Wrangler West Energy
Corp. from April 2001 to 2014; New Syrus Capital Corporation from 1998 to 2001 and Player Petroleum Corporation from 1997 to 2001. In
addition, Mr. Wood served as the President, Drilling and Wellbore Service, of Plains Energy Services Ltd. from 1997 to 2000 and Wrangler
Pressure Control from 1998 to 2001. He served as the President of Round-Up Well Servicing Inc. from 1988 to 1997 and Vice President of
Shelby Drilling from 1981 to 1987. Mr. Wood holds a BA in Economics from University of Calgary.

 Mr. Wood's extensive
knowledge, investment experience, and career analyzing and advising companies across sectors qualify him to serve on the board of directors.

 Robert Machinist
is a director of ECD. Mr. Machinist served as Chief Executive Officer and Chairman of the board of directors of Troika Media
Group (Nasdaq: TRKA) from March 2018 to May 2022, and as the chairman of the board of directors of Atlantic International Corp.
since its formation in October 2022. Mr. Machinist has extensive experience both as a principal investor and operator in a broad
range of businesses, as well as acting an owner-operator of diversified businesses related with investment banking. From 2014 to 2018,
he has been the Vice Chairman of Pyrolyx A.G. (S26.DU), the first environmentally-friendly and sustainable method of recovering high-grade
carbon back from end-of-life-tires. Most recently, he has been the chairman and an original founding board member of CIFC Corp. (Nasdaq:
CIFC), a publicly-listed credit manager with over $14.0 billion of assets under management, which was sold in December 2016.
In addition, he has been the chairman of the Board of Advisors of MESA, a merchant bank specializing in media and entertainment industry
transactions, which was sold to Houlihan Lokey in 2016. Mr. Machinist has also been a partner of Columbus Nova, a leading private investment
fund. He runs a private family investment company whose activities include The Collectors Car Garage and a number of real estate development
businesses. From November 1999 until December 2002, Mr. Machinist served as managing director and head of investment banking for
the Bank of New York and its Capital Markets division. Mr. Machinist was also previously president and one of the principal
founders of Patricof & Co. Capital Corp. (APAX Purchasers) and its successor companies, from April 1986 to November 1999. Mr. Machinist
is currently the Chairman of the International Board for the Weizmann Institute of Science and the Chairman of Investment Committee for
Maimonides Medical Center. Mr. Machinist has been a trustee and Vice Chairman of Vassar College, a member of its Executive Committee,
and one of three trustees responsible for managing Vassar College's Endowment. Mr. Machinist is currently a member of Parachute
Health, LLC's board of directors. Mr. Machinist earned a bachelor of arts degree in Philosophy and in Chemistry from Vassar
College in Poughkeepsie, New York. Mr. Machinist undertook graduate work in biochemistry at the Weizmann Institute of Science
in Rehovot, Israel.

 Mr. Machinist's
extensive knowledge, investment experience, and career analyzing and advising companies across sectors qualify him to serve on the board
of directors.

 Patrick Lavelle
is a director of ECD. Mr. Lavelle served in various roles in VOXX International Corp., former Audiovox Corp., since 1977, and was elected
President and CEO of the company in May 2005. Mr. Lavelle has also served as Vice President of VOXX International, Senior Vice President,
and President of VOXX Electronics Corp. Mr. Lavelle was elected to the VOXX International Board of Directors in 1993 and serves as a Director
of most of VOXX International's operating subsidiaries. Mr. Lavelle joined VOXX International as an audio salesman and held numerous
sales management positions before being appointed Vice President of Mobile Accessory Products in 1980. Under Mr. Lavelle's direction,
VOXX International diversified into the mobile electronics category and quickly became a dominant manufacturer of automotive entertainment
and security systems. By 1992, VOXX International's Mobile Division was consolidated into VOXX Electronics Corp, and Mr. Lavelle
became its first President. Under Mr. Lavelle's management, the company has been actively growing inorganically, and it has expanded
its lines and brands, including by developing a significant international business. Some of the acquired brands include well-known names
such as Klipsch, RCA, Acoustic Research, Jensen, Code Alarm, Pioneer, Onkyo, as well as international brands such as Magnat, Heco, and
Mac Audio. A veteran of the consumer electronics industry, Mr. Lavelle takes an active role in the Consumer Technology Association (CTA),
where he has held several key positions over the years, such as Chairman of the In-Vehicle Electronics Board, Chairman of the Consumer
Technology Association, and member of its Executive Board. Currently, Mr. Lavelle sits on the CTA Executive Board as an Industry Advisor,
where he has previously served as chair. He is active in his community and serves on the Board of Trustees at his alma mater, Marist College,
in New York, as well as Marist College's Executive Board, and is Chairman of Marist's Advancement Committee. Mr. Lavelle BA
in History from Marist College in 1973.

 Mr. Lavelle's extensive
knowledge, investment experience, and career analyzing and advising companies across sectors qualify him to serve on the board of directors.

 Board Composition

 The board of directors consists
of five (5) members. In accordance with our amended and restated certificate of incorporation, our board of directors is divided into
three classes,

 Class I directors consist
of Robert Machinist and Patrick Lavelle, qualified as independent directors, whose terms will expire at our 2027 annual meeting of stockholders;

 Class II directors consist
of Thomas Wood, also qualified as independent director, whose term will expire at our 2025 annual meeting of stockholders; and

 Class III directors consist
of Scott Wallace, and Emily Humble, whose terms will expire at our 2026 annual meeting of stockholders.

 The term of Class I, Class
II, and Class III directors will end in 2027, 2025, and 2026, respectively. Each class of directors then shall be elected to serve a three-year
term. The primary responsibilities of our Board are to provide oversight, strategic guidance, counseling and direction to management.
Our Board will meet on a regular basis and additionally, as required.

 At each annual meeting of
stockholders to be held after the initial classification, the successors to directors whose terms then expire will be elected to serve
from the time of election and qualification until the third annual meeting following their election and until their successors are duly
elected and qualified. This classification of our board of directors may have the effect of delaying or preventing changes in our control
or management.

 Family Relationships

 Thomas Humble and Emily Humble
are husband and wife and Thomas Humble and Elliot Humble are brothers. Other than that there are no familial relationships among our directors
and executive officers.

 Involvement in Certain Legal Proceedings

 To the best of our knowledge,
except as described below, none of our directors or executive officers has, during the past ten years:

 been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offences);

 had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time;

 been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity;

 been found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

 been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

 been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

 The Board's Role in Risk Oversight

 The Company's Board
has extensive involvement in the oversight of risk management related to us and our business and accomplishes this oversight through the
regular reporting to our Board by the audit committee. The audit committee represents our Board by periodically reviewing our accounting,
reporting and financial practices, including the integrity of our financial statements, the surveillance of administrative and financial
controls and our compliance with legal and regulatory requirements. Through its regular meetings with management, including the finance,
legal, internal audit and information technology functions, the audit committee reviews and discusses all significant areas of our business
and summarizes for the Board all areas of risk and the appropriate mitigating factors. In addition, our Board receives periodic detailed
operating performance reviews from management.

 Board Meetings and Committees

 During our last fiscal year,
each of our directors attended at least 75% of the aggregate of (i) the total number of Board meetings and (ii) the total number of meetings
of the committees on which the director served.

 Independent Directors

 Nasdaq's rules generally
require that independent directors must comprise a majority of listed company's board of directors. Our Board has determined that
Thomas Wood, Robert Machinist and Patrick Lavelle qualify as independent directors, as defined under the listing rules of Nasdaq, and
our Board consist of a majority of independent directors, as defined under the rules of the SEC and the listing rules of Nasdaq relating
to director independence requirements. In addition, we are subject to the rules of the SEC and Nasdaq relating to the membership, qualifications
and operations of the audit committee, as discussed below.

 Committees of the Board of Directors

 The Company's Board
has three standing committees: an audit committee, a compensation committee and a nominating committee, each of which has the composition
and responsibilities described below. Members serve on these committees until their resignation or until otherwise determined by our Board.
Subject to phase-in rules and a limited exception, Nasdaq rules and Rule 10A-3 of the Exchange Act require that the audit committee of
a listed company be comprised solely of independent directors, Nasdaq rules require that the compensation committee of a listed company
be comprised solely of independent directors, and that the nominating committee of a listed company be comprised solely of independent
directors if formed by less than 3 members. Each committee operates under a charter that was approved by the Board. The Board may from
time to time establish other committees.

 Audit Committee

 The Company's audit
committee consists of Thomas Wood, Robert Machinist and Patrick Lavelle, each of whom is an independent director under applicable Nasdaq
listing standards. Thomas Wood is chair of the audit committee. The audit committee's duties, which are specified in the Audit Committee
Charter, include, but are not limited to:

 the appointment, compensation, retention, replacement, and oversight of the work of the independent registered public accounting firm engaged by us;

 pre-approving all audit and permitted non-audit services to be provided by the independent registered public accounting firm engaged by us, and establishing pre-approval policies and procedures;

 setting clear hiring policies for employees or former employees of the independent registered public accounting firm, including but not limited to, as required by applicable laws and regulations;

 setting clear policies for audit partner rotation in compliance with applicable laws and regulations;

 obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (i) the independent registered public accounting firm's internal quality-control procedures, (ii) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues and (iii) all relationships between the independent registered public accounting firm and us to assess the independent registered public accounting firm's independence;

 reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and

 reviewing with management, the independent registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory, or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities.

 Financial Expert on Audit Committee

 The Company's audit
committee will, at all times, be composed exclusively of "independent directors" who are "financially literate"
as defined under applicable Nasdaq listing standards. Nasdaq's standards define "financially literate" as being able
to read and understand fundamental financial statements, including a company's balance sheet, income statement, and cash flow statement.

 In addition, we must certify
to Nasdaq that the committee has, and will continue to have, at least one member who has past employment experience in finance or accounting,
requisite professional certification in accounting, or other comparable experience or background that results in the individual's
financial sophistication. The Board has determined that Thomas Wood qualifies as an "audit committee financial expert," as
defined under rules and regulations of the SEC.

 Compensation Committee

 The Company's compensation
committee consists of Patrick Lavelle, Robert Machinist and Thomas Wood, each of whom is an independent director under applicable Nasdaq
listing standards. Patrick Lavelle is chair of the compensation committee. The compensation committee's duties, which are specified
in the Compensation Committee Charter, include, but are not limited to:

 determining, or recommending to the Board for determination, the compensation of our executive officers, including our chief executive officer;

 overseeing and setting compensation for the members of our Board;

 administering our equity compensation plans;

 overseeing our overall compensation policies and practices, compensation plans, and benefits programs; and

 preparing the compensation committee report that the SEC will require in our annual proxy statement.

 Nominating Committee

 We have established a nominating
committee of the board of directors. Robert Machinist, Patrick Lavelle and Thomas Wood serve as members of our nominating committee. Robert
Machinist is chair of the nominating committee Under the Nasdaq listing standards, director nominees must either be selected, or recommended
for the Board's selection, either by independent directors constituting a majority of the Board's independent directors, in
a vote in which only independent directors participate, or by a nominations committee comprised solely of independent directors.

 We have adopted a compensation
committee charter, which details the principal functions of the nominating committee, including:

 determining
the qualifications, qualities, skills, and other expertise required to be a director and to develop, and recommend to the Board for its
approval, criteria to be considered in selecting nominees for director (the "Director Criteria");

 identifying
and screening individuals qualified to become members of the Board, consistent with the Director Criteria;

 making
recommendations to the Board regarding the selection and approval of the nominees for director to be submitted to a stockholder vote
at the annual meeting of stockholders, subject to approval by the Board;

 reviewing
the Board's committee structure and composition and to make recommendations to the Board regarding the appointment of directors
to serve as members of each committee and committee chairmen annually;

 developing
and recommending to the Board for approval a policy for the review and approval of related party transactions and reviewing, approving
and overseeing any transaction between the Company and any related person on an ongoing basis in accordance with the Company's
related party transaction approval policy;

 developing
and recommending to the Board for approval standards for determining whether a director has a relationship with the Company that would
impair its independence;

 reviewing and discussing with management disclosure of the Company's corporate governance practices;

 developing and recommending to the Board for approval an officer succession plan and reviewing it periodically with the Chief Executive Officer; and

 reviewing any director resignation letter tendered in accordance with the Company's director resignation policy set out in the Company's corporate governance guidelines, and evaluating and recommending to the Board whether such resignation should be accepted.

 The nominating committee will
also consider director candidates recommended for nomination by our stockholders during such times as they are seeking proposed nominees
to stand for election at the next annual meeting of stockholders (or, if applicable, a special meeting of stockholders). Our stockholders
that wish to nominate a director for election to our board of directors should follow the procedures set forth in our bylaws.

 We have not formally established
any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying
and evaluating nominees for director, the nominating committee considers educational background, diversity of professional experience,
knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of
our stockholders.

 Insider
Trading Policy

 We have adopted insider trading
policies and procedures governing the purchase, sale, and other dispositions of the our securities by directors, officers and employees.
Such policies are reasonably designed to promote compliance with insider trading laws, rules and regulations, and the listing standards
of Nasdaq. Our insider trading policy is filed as an exhibit to this Annual Report on Form 10-K.

 Code of Business Conduct and Ethics

 The Company has adopted a
code of business conduct and ethics that applies to all of our employees, officers, and directors, including our executive officers. The
full text of the code of business conduct and ethics is available on the investor relations page on our website. We intend to post any
amendment to our code of business conduct and ethics, and any waivers of its requirements, on our website or in filings under the Exchange
Act to the extent required by applicable rules or regulations or listing requirements of Nasdaq. Information on or that can be accessed
through our website is not part of this annual report.

 Board Diversity

 While we do not have a formal
policy on diversity, our board of directors, as part of its review of potential director candidates, considers each candidate's
character, judgment, skill set, background, reputation, type and length of business experience, personal attributes, and a particular
candidate's contribution to that mix. While no particular criteria are assigned specific weights, the board of directors believes
that the backgrounds and qualifications of our directors, as a group, should provide a composite mix of experience, knowledge, backgrounds
and abilities that will allow our board of directors to be effective, collegial and responsive to the nature of our business and our needs,
and satisfy the requirements of applicable the rules and regulations, including the rules and regulations of the SEC.

 Communication with our Board of Directors

 Stockholders and interested
parties may communicate with our board of directors, any committee chairperson or the non-management directors as a group by writing to
the board or committee chairperson in care of ECD Automotive Design, Inc., 4390 Industrial Lane, Kissimmee, Florida 34758. Each communication
will be forwarded, depending on the subject matter, to the board of directors, the appropriate committee chairperson or all non-management
directors.

 Clawback Policy

 Our board of directors has
adopted a clawback policy (the "Clawback Policy") permitting the Company to seek the recoupment of incentive compensation
received by any of the Company's current and former executive officers (as determined by the board in accordance with Section 10D
of the Exchange Act and the Nasdaq rules) and such other senior executives/employees who may from time to time be deemed subject to the
Clawback Policy by the board (collectively, the "Covered Executives"). The amount to be recovered will be the excess of the
incentive compensation paid to the Covered Executive based on the erroneous data over the incentive compensation that would have been
paid to the Covered Executive had it been based on the restated results, as determined by the board. If the board cannot determine the
amount of excess incentive compensation received by the Covered Executive directly from the information in the accounting restatement,
then it will make its determination based on a reasonable estimate of the effect of the accounting restatement.

 Section 16(a) Beneficial Ownership Reporting
Compliance

 Our executive officers, directors
and 10% stockholders are required under Section 16(a) of the Exchange Act to file reports of ownership and changes in ownership with the
SEC. Copies of these reports must also be furnished to us.

 Based solely on our review
of the copies of such reports received by us, and on written representations by our officers and directors regarding their compliance
with the applicable reporting requirements under Section 16(a) of the Exchange Act, we believe that, with respect to the fiscal year ended
December 31, 2024, all such reports were filed timely, except Benjamin Piggott filed a Form 4 on January 23, 2025 approximately eight
(8) days late.

 ITEM 11. EXECUTIVE COMPENSATION.

 References to the "Company,"
"ECD," "our," "us" or "we" in the following section refer to ECD Automotive Design, Inc.
prior to the Business Combination.

 We are currently considered
an "emerging growth Company" within the meaning of the Securities Act for purposes of the SEC's executive compensation
disclosure rules. Accordingly, we are required to provide a Summary Compensation Table, as well as limited narrative disclosures regarding
executive compensation for our last two completed fiscal years and an Outstanding Equity Awards at Fiscal Year End Table for our last
completed fiscal year. These reporting obligations extend only to the following "Named Executive Officers," who are the individuals
who served as our principal executive officer and the next two most highly compensated executive officers as of April 11, 2025.

 This section discusses material
components of the executive compensation programs for ECD's executive officers who area named in the "Summary Compensation
Table" below. In 2024, ECD's "named executive officers" and their positions were as follows:

 Scott
Wallace, Chief Executive Officer 1;

 Thomas
Humble, Chief Experience Officer 2;

 Elliot
Humble, Chief Technology Officer 3;

 Benjamin
Piggott, Chief Financial Officer 4;

 Keven
Kastner, Chief Revenue Officer 5; and

 Emily
Humble, Chief Product Officer 6.

 (1)

 Scott Wallace's employment agreement is attached hereto as Exhibit 10.19;

 (2)

 Thomas Humble's employment agreement is attached hereto as Exhibit 10.20;

 (3)

 Elliot Humble's employment agreement is attached hereto as Exhibit 10.21; and

 (4)

 Benjamin Piggott's employment agreement is attached hereto as Exhibit 10.24;. and

 (5)

 Keven Kastner's employment agreement is attached hereto as Exhibit 10.25

 (6)

 Emily Humble's employment agreement is attached hereto as Exhibit 10.23

 This discussion may contain
forward-looking statements that are based on ECD's current plans, considerations, expectations, and determinations regarding future
compensation programs.

 Summary Compensation Table

 The following table contains
information pertaining to the compensation of ECD's named executives for the year ending December 31, 2024.

 Name of the Officer

 Title

 Year

 Salary

 Bonus (3)

 Other

Compensation (6)

 Elliot Humble

 Chief Technology Officer

 2023

 $

 100,000 (1) / $320,000

 (2)

 -

 $

 4,000

 2022

 $

 99,999

 $

 21,852

 $

 6,000

 2021

 $

 99,999

 $

 23,161

 $

 6,000

 Chief Executive Officer and Director

 2023

 $

 125,000 (1) / $425,000

 (2)

 -

 $

 5,200

 2022

 $

 130,000

 $

 23,900

 $

 7,200

 2021

 $

 130,000

 $

 20,230

 $

 7,200

 Thomas Humble

 Chief Experience Officer and Director

 2023

 $

 125,000 (1) / $320,000

 (2)

 -

 $

 5,000

 2022

 $

 40,000

 (4)

 $

 24,150

 $

 3,600

 2021

 $

 85,000

 (5)

 $

 18,901

 $

 5,400

 2024

 $

 315,000

 (2)

 -

 $

 -

 Keven Kastner

 2024

 Chief Product Officer and Director

 2023

 $

 130,000 (1) / $320,000

 (2)

 -

 $

 5,000

 2022

 $

 80,000

 $

 10,400

 $

 4,000

 2021

 $

 40,000

 $

 -

 $

 -

 (1)

 Salary prior to Business Combination

 (2)

 Salary post Business Combination

 (3)

 Does not include monthly dividends paid upon the achievement of certain KPIs.

 (4)

 ECD UK paid an additional $39,774 to Thomas Humble in 2022.

 (5)

 ECD UK paid an additional $18,568 to Thomas Humble in 2021.

 (6)

 Includes 401(k) match by ECD and bonus paid in that year.

 (7)

 Bonus to be determined by the Board in its sole discretion, which bonus may be based upon the Company's total revenue, profitability, and any other factors, all as determined at the sole discretion of the Board.

 Narrative Disclosure to Summary Compensation
Table

 The compensation of ECD's
named executive officers generally consists of base salary and benefits. In making executive compensation decisions, the ECD's Board
has considered such factors as they deem appropriate in their exercise of discretion and business judgment, including a subjective assessment
of the named executive officer's performance, the amount of vested and unvested equity held by the officer, amounts paid to ECD's
other executive officers and competitive market conditions.

 Appointment of Chief Financial Officer

 Mr. Benjamin Piggott was appointed
as the Company's Chief Financial Officer in September 2024. In connection with this appointment, the Company entered into an employment
agreement with Mr. Piggott, pursuant to which he will receive an annual base salary of $315,000. Mr. Piggott will also be eligible to
receive a discretionary annual performance bonus and benefits described in the item below.

 Mr. Piggott received a one-time
grant of fully vested options for purchase of up to 100,000 shares of common stock of the Company in January 2025.

 Post-Business Combination Executive Compensation

 Following the consummation
of the Business Combination, the Company intends to develop an executive compensation program that is designed to align compensation with
the Company's business objectives and the creation of stockholder value, while enabling the Company to attract, retain, incentivize,
and reward individuals who contribute to the long-term success of the Company. Decisions on the executive compensation program will be
made by the compensation committee.

 The Company intends to enter
into employment agreements with each of its NEOs and its Chief Financial Officer and Emily Humble in the form attached as Exhibits 10.16
to 10.20 to this annual report, setting forth the initial terms and conditions of such officers' employment with the Company. See
Item "Directors and Executive Officers of the Company After the Business Combination". Effective as of the closing of the
Business Combination, the NEOs' and the Chief Financial Officer's terms of employment shall be of two (2) years, which shall
automatically renew for successive one (1) year periods. Compensation shall be comprised of (i) a base salary, as described in the previous
table and in the preceding item, (ii) annual or quarterly discretionary bonus, which may be based upon the Company's total revenue,
profitability, and any other factors, all as determined at the sole discretion of Company's Board of Directors, (iii) an automobile
allowance of $2,000.00 per month, (iv) full premiums that are applicable to any healthcare, vision, and/or dental benefit plans in which
each NEO or the Chief Financial Officer participates (including the full premiums of such coverage with respect to the spouse of the employee),
and (v) participation in the Company's 401(k) plan.

 Benefits and Perquisites

 ECD provides its NEOs medical
insurance with All Savers of UHC, for which ECD contributes 75% toward the medical coverage for the NEOs, while spouses and family coverage
may be added at the NEOs' expense.

 Upon the closing of the Business
Combination, the Company may provide the NEOs and the Chief Financial Officer with such benefits as are available to other employees of
the Company. During the term of the employment, such employee will be eligible to participate in all benefit plans, practices, and programs
maintained by the Company, as in effect from time to time (collectively, "Employee Benefit Plans"), to the extent consistent
with applicable law and the terms of the applicable Employee Benefit Plans. The Company shall not pay any benefit to the extent the benefit
would create an excise tax under the parachute rules of Section 280G of the Code.

 The Company's NEO and
Chief Financial Officer will also be entitled to twenty (20) days per calendar year (prorated for partial calendar years) of paid time
off and such additional paid time off as may be mutually agreed upon between the employee and the Company.

 401(k) Plan

 ECD maintains a 401(k) plan
for employees. The 401(k) plan is intended to qualify under Section 401(a) of the Internal Revenue Service Code, so that contributions
to the 401(k) plan by employees or by ECD and the investment earnings thereon, are not taxable to the employees until withdrawn, and so
that contributions made by ECD, if any, will be deductible by ECD when made. Employees may elect to reduce their current compensation
by up to the statutorily prescribed annual limits and to have the amount of such reduction contributed to their 401(k) plans. The 401(k)
plan permits ECD to make contributions up to the limits allowed by law on behalf of all eligible employees. ECD currently makes matching
contributions under its 401(k) plan in the amount of 100% of the first 3% of each employees' contribution, and 50% of the next 2%
contributed by each employee.

 Equity Plans

 The Company has adopted the
Equity Incentive Plan, which plan was approved by stockholders at the Special Meeting. The following is a description of the terms of
the Equity Incentive Plan. This description is qualified in its entirety by reference to the plan document, a copy of which is attached
to this annual report as Exhibit 10.14 and incorporated herein by reference. Any capitalized terms used below are defined within the plan
document.

 General. 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.

 Shares Subject to Award.
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.

 Administration. 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 and are outside directors within the meaning of Code Section 162(m).

 Eligibility. The Equity
Incentive Plan is open to any directors, officers and employees of the Company or any of its Subsidiaries or Affiliates, and prospective
officers and employees who have accepted offers of employment from the Company or its Subsidiaries or Affiliates.

 Duration, Termination and
Amendment. 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.

 Director Compensation

 Following the Business Combination,
the Company implemented a compensation plan for its non-employee directors. Pursuant to this plan, non-employee directors will receive
a cash payment in the amount of $12,500 per each quarterly meeting of the Company that such director attends, up to a maximum of $50,000
per year, in addition to 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.

 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

 Security Ownership of Certain Beneficial Owners
and Management

 The following table sets forth
information regarding the beneficial ownership of shares of Company Common Stock, as of May 1, 2024 by:

 each person known by the Company to be the beneficial owner of more than 5% of a class of voting securities on;

 each of the Company's officers and directors; and

 all executive officers and directors of the Company as a group.

 Beneficial ownership is determined
in accordance with SEC rules and includes voting or investment power with respect to securities. Except as indicated by the footnotes
below, the Company believes, based on the information furnished to it, that the persons and entities named in the table below have, or
will have immediately after Closing, sole voting and investment power with respect to all shares of Company Common Stock that they beneficially
own, subject to applicable community property laws. Any shares of Company Common Stock subject to options or Warrants exercisable within
60 days from Closing are deemed to be outstanding and beneficially owned by the persons holding those options or Warrants for the purpose
of computing the number of shares beneficially owned and the percentage ownership of that person. They are not, however, deemed to be
outstanding and beneficially owned for the purpose of computing the percentage ownership of any other person.

 Subject to the paragraph above,
percentage ownership of Company Common Stock and Voting Percentage is based on 35,385,662 shares of Company Common Stock outstanding on
April 11, 2025, but does not take into account any shares underlying 11,757,500 public and private Warrants or any other warrants issued
and outstanding as of such date.

 Name and Address of Beneficial Owner (1)

 Number of
 Shares of
 Common
 Stock

 %

 12,240,000

 34.6
 %

 Thomas Humble

 5,280,000

 14.9
 %

 Elliot Humble

 1,200,000

 3.4
 %

 5,280,000

 14.9
 %

 Patrick Lavelle

 -

 -

 Robert Machinist

 -

 -

 Thomas Wood

 50,000

 *

 731,640
 (2)

 2.0
 %

 Kevin Kastner

 All directors and executive officers after the Business Combination as a group (9 individuals)

 24,758,640

 70.0
 %

 Five Percent Holders

 Defender SPV LLC

 1,195,599

 3.4
 %

 *

 Less than 1%

 (1)

 Unless otherwise indicated, the business address of each of our officers and directors is 4390 Industrial Lane, Kissimmee, Florida 34758.

 (2)

 Does not include warrants to acquire 70,834 shares of Company Common Stock at $11.50 per share.

 Securities Authorized for Issuance Under Equity Compensation Plans

 The were 2,500,000 shares
of Common Stock authorized for issuance under our incentive plans as of December 31, 2024.

 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE.

 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. A copy of the TransportCo Agreement is attached to this annual report as Exhibit 10.18, and is incorporated

 On January 11, 2022, ECD entered
into verbal agreements with Wallace USA, a company owned by Scott Wallace and his wife Karen Wallace, pursuant to which Wallace USA provided
administrative services to ECD including the management of ECD's Warranty Department. Payments by ECD to Wallace USA under this
agreement amounted to $18,382 in 2023. In 2023, ECD ceased to make any further payments to Wallace USA.

 Director Independence

 Nasdaq listing standards require
that a majority of ECD's board of directors be independent. For a description of the director independence, see the section of this
annual report entitled "ECD's Directors and Executive Officers—Conflicts of Interest," above, for additional information.

 Recent Sales of Unregistered Securities

 The Company has not sold any
within the past three years which were not registered under the Securities Act except as follows:

ECD's Current Report on Form 8-K filed on October 11, 2023, on October 6, 2023, EFHT and an institutional investor (the "Lender")
entered into a definitive Stock Purchase Agreement pursuant to which EFHT agreed to issue a senior secured convertible note (the " Convertible
Note ") with an aggregate principal amount equal to $15,819,209 was to be issued to the Lender in exchange for a loan in the
original principal amount of $15,819,209 in a private placement to be consummated immediately prior to the consummation of the Business
Combination.

ECD's Current Report on Form 8-K filed on December 18, 2023, on December 12, 2023, EFHT issued the Convertible Note with an aggregate
principal amount equal to $15,819,209 to Defender SPV LLC, pursuant to the previously disclosed Stock Purchase Agreement dated October
6, 2023.

ECD's Current Report on Form 8-K filed on January 16, 2024, on January 11, 2024, ECD and Benjamin Piggott entered into a securities
subscription agreement (the "January 2024 Subscription Agreement"), pursuant to which ECD issued and sold in a private transaction
25,000 shares of Common Stock to Benjamin Piggott at a price of $10.00 per share or an aggregate purchase price of $250,000.00. A copy
of the January 2024 Subscription Agreement is attached hereto as Exhibit 10.13.

 As
previously disclosed in ECD's Current Report on Form 8-K filed on August 12, 2024, on August 8, 2024, ECD and Theodore Duncan entered
into a securities subscription agreement (the "August 2024 Subscription Agreement"), pursuant to which ECD issued and sold
in a private transaction 1,000,000 shares of Common Stock and a warrant agreement to purchase 100,000 shares of Common Stock at an exercise
price of $0.01 per share (the "Warrant Agreement") to Theodore Duncan for an aggregate purchase price of $1,000,000. The foregoing
summary of the August 2024 Subscription Agreement and the Warrant Agreement does not purport to be complete and is qualified in its entirety
by reference to the actual agreements which are filed hereto as Exhibit 10.36 and Exhibit 10.37, and are incorporated herein by reference.

 As
previously disclosed in ECD's Current Report on Form 8-K filed on August 12, 2024, as amended on August 16, 2024, on August 9, 2024,
ECD entered into a securities purchase agreement (the "August SPA") with Defender SPV LLC (the "Lender") pursuant
to which the Lender agreed to waive the pre-existing events of default that occurred under the December Note and the Company Preferred
Stock and the Company agreed to execute and deliver to the Lender a senior secured convertible note (the "August Note"), in
exchange for a loan in the principal amount of $1,154,681. The foregoing summary of the August SPA and the August Note does not purport
to be complete and is qualified in its entirety by reference to the actual agreements forms of which are filed hereto as Exhibit 10.38
and Exhibit 10.39, and are incorporated herein by reference.

 The
August SPA also provides that in connection with the August Note, the Company will also issue to the Lender at no additional cost 300,000
shares of Common Stock and a warrant to purchase 79,673 shares of Common Stock at an exercise price of $11.50 per share (the "Common
Share Warrant"). A copy of the Common Share Warrant is attached hereto as Exhibit 10.40.

 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 foregoing summary of the January 2025 SPA and the January 2025 Note does not purport to be complete and is qualified
in its entirety by reference to the actual agreements forms of which are filed hereto as Exhibit 10.46 and Exhibit 10.47, and are incorporated

 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"). A copy of the form of Common Share Warrant is attached hereto as Exhibit
10.48.

 In
connection with the January 2025 SPA, on January 13, 2025, the Company and the Lender entered into a registration rights agreement (the
"Registration Rights Agreement"), pursuant to which the Lender has been granted certain customary registration rights with
respect to (i) the Commitment Shares and (ii) the shares of Common Stock underlying (x) the January 2025 Note and (y) the Common Share
Warrant (collectively, the "Registrable Securities"). Pursuant to the Registration Rights Agreement, the Company has agreed
to file a registration statement with the SEC to register the Registrable Securities within 45 days after the closing of the transaction
and to have such registration statement effective within 90 days of such closing.

 The foregoing description of the Registration Rights Agreement does
not purport to be complete and is qualified in its entirety by the terms and conditions of the form of Registration Rights Agreement which
is attached hereto as Exhibit 10.49 and is incorporated herein by reference.

 Related Party Transactions Policy Following
the Business Combination

 Upon consummation of the Business
Combination, our board of directors adopted a written Related Party Transactions Policy that sets forth our policies and procedures regarding
the identification, review, consideration and oversight of "related party transactions." For purposes of the policy only,
a "related party transaction" is a transaction, arrangement or relationship (or any series of similar transactions, arrangements
or relationships) in which we or any of our subsidiaries are participants involving an amount that exceeds $120,000, in which any "related
party" has a material interest.

 Transactions involving compensation
for services provided to us as an employee, consultant or director will not be considered related party transactions under this policy.
A "related party" is any executive officer, director, nominee to become a director or a holder of more than 5% of any class
of our voting securities, including any of their immediate family members and affiliates, including entities owned or controlled by such
persons.

 Under the policy, the related
party in question or, in the case of transactions with a holder of more than 5% of any class of our voting securities, an officer with
knowledge of a proposed transaction, must present information regarding the proposed related party transaction to our audit committee
(or, where review by the our audit committee would be inappropriate, to another independent body of our board of directors) for review.

 Our audit committee will approve
only those transactions that it determines are fair to us and in our best interests. All of the transactions described above were entered
into prior to the adoption of such policy.

 Related Party Policy

 Our code of ethics requires
us 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 of directors (or the audit committee). Related-party transactions are defined as transactions in
which (1) the aggregate amount involved will or may be expected to exceed $120,000 in any calendar year, (2) we or any of our
subsidiaries is a participant, and (3) any (a) executive officer, director or nominee for election as a director, (b) greater
than 5% beneficial owner 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.

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

 ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.

 Service Fees Paid to the Independent Registered Public Accounting
Firm

 The Audit Committee appointed
 Barton CPA PLLC ("Barton") as our independent registered public accounting firm for the fiscal year 2024.

 Prior to the reaudit, the
Audit Committee had appointed BF Borgers Certified Public Accountants P.C. ("BF Borgers") and Marcum LLP ("Marcum")
as our independent registered public accounting firm for the fiscal year 2023.

 Independent Registered Public Accounting Firm Fees and Services

 The following table sets forth
the aggregate audit fees billed to us by our independent registered public accounting firm, Barton CPA PLLC, Marcum LLP and BF Borgers
CPA, and fees paid to Barton CPA PLLC, Marcum LLP and BF Borgers CPA for services in the fee categories indicated below for fiscal years
2024 and 2023. The Audit Committee has considered the scope and fee arrangements for all services provided by Marcum LLP and BF Borgers,
taking into account whether the provision of non-audit services is compatible with maintaining BF Borgers' independence, and has
pre-approved the services described below (in thousands):

 Year Ended

 2024

 2023

 Audit Fees(1)

 $

 $

 Audit-Related Fees

 -

 -

 Tax Fees

 -

 -

 All Other Fees

 -

 -

 Total

 $

 (1)

 Audit fees consist of the aggregate fees for professional services rendered for the audit of our consolidated financial statements, quarterly review of interim consolidated financial statements and consents and comfort letters related to registration payments and review of documents filed with the SEC.

 Audit Committee Pre-Approval Policy

 The Audit Committee has determined
that all services performed by Barton are compatible with maintaining the independence of Barton. The Audit Committee's policy
on approval of services performed by the independent registered public accounting firm is to pre-approve all audit and permissible non-audit
services to be provided by the independent registered public accounting firm during the fiscal year. The Audit Committee reviews each
non-audit service to be provided and assesses the impact of the service on the firm's independence.

 ITEM 15. EXHIBIT AND FINANCIAL STATEMENT SCHEDULES.

 (a) List of Documents Filed as a Part of This Report:

 The Company's financial
statements, as indicated by the Index to Consolidated Financial Statements set forth below, begin on page F-1. Financial statement schedules
have been omitted because they are not applicable or the required information is included in the financial statements or notes thereto.

 (1) Index to Financial Statements.

 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

 Page

 REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM (BF Borgers CPA PC PCAOB ID # 5041)

 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

 (2) Index to Financial Statement Schedules:

 All schedules have been omitted
because the required information is included in the financial statements or the notes thereto, or because it is not required.

 (3) Index to Exhibits:

 See exhibits listed under Part (b) below.

 (b) Exhibits:

 No.

 Description of Exhibit

 2.1

 Merger Agreement, dated March 3, 2023 by and among EF Hutton Acquisition Corporation I, Humble Imports Inc. d/b/a ECD Auto Design, ECD Auto Design UK, Ltd. and EFHAC Merger Sub, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on March 6, 2023).

 2.2

 First Amendment, dated October 14, 2023, to the Merger Agreement by and between EF Hutton Acquisition Corporation I, Humble Imports Inc., d/b/a E.C.D. Auto Design, ECD Auto Design UK, Ltd., EFHAC Merger Sub, Inc. and Scott Wallace as Securityholder Representative (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on October 17, 2023).

 2.3

 Certificate of Merger, dated December 12, 2023 (incorporated by reference to Exhibit 2.3 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 18, 2023).

 2.4

 Asset Purchase Agreement, dated April 3, 2024, by and between ECD Automotive Design Inc., BNMC Continuation Cars LLC and David W. Miller II (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on April 5, 2024).

 2.5

 Amended and Restated Asset Purchase Agreement, dated April 4, 2024, by and between ECD Automotive Design Inc., BNMC Continuation Cars LLC and David W. Miller II (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on April 30, 2024)

 3.1

 Amended and Restated Certificate of Incorporation of EF Hutton Acquisition Corporation I. (incorporated by reference to Exhibit 3.1 to the Amendment No. 3 to the registration statement on Form S-4, filed by the Registrant with the SEC on November 6, 2023).

 3.2

 Amendment to the Amended and Restated Certificate of Incorporation of EF Hutton Acquisition Corporation I (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 18, 2023).

 3.3

 Second Amended and Restated Certificate of Incorporation of EF Hutton Acquisition Corporation I (incorporated by reference to Exhibit 3.3 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 18, 2023).

 3.4

 Certificate of Designation of the Series A Convertible Preferred Stock of ECD Automotive Design, Inc., par value $0.0001 per share (incorporated by reference to Exhibit 3.4 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 18, 2023).

 3.5

 Amended and Restated Bylaws of EF Hutton Acquisition Corporation I (incorporated by reference to Exhibit 3.3 to the Amendment No. 3 to the registration statement on Form S-4, filed by the Registrant with the SEC on November 6, 2023).

 3.6

 Second Amended and Restated Bylaws of ECD Automotive Design, Inc. (incorporated by reference to Exhibit 3.6 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 18, 2023).

 4.1

 Warrant to Purchase Common Stock of ECD Automotive Design, Inc. (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 18, 2023).

 4.2

 Warrant to Purchase Series A Convertible Preferred Stock of ECD Automotive Design, Inc. (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 18, 2023).

 10.1

 Company Lock-Up Agreement, dated December 12, 2023, by and among the undersigned and EF Hutton Acquisition Corporation I (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 18, 2023).

 10.2

 Sponsor Lock-Up Agreement, dated December 12, 2023, by and among the undersigned and EF Hutton Acquisition Corporation I (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 18, 2023).

 10.3

 Restrictive Covenant Agreement, dated December 12, 2023, by and among EF Hutton Acquisition Corporation I, Humble Imports d/b/a ECD Auto Design (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 18, 2023).

 10.4

 Amended and Restated Registration Rights Agreement, dated December 12, 2023 by and among certain stockholders and EF Hutton Acquisition Corporation I (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 18, 2023).

 10.5

 Satisfaction and Discharge Agreement Amendment, dated October 14, 2023, by and between EF Hutton Acquisition Corporation I, EF Hutton, division of Benchmark Investments, LLC ("EF Hutton") and Humble Imports Inc. d/b/a E.C.D. Auto Design (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on October 17, 2023).

 10.6

 Amended and Restated Satisfaction and Discharge Agreement Amendment, dated December 12, 2023, by and between EF Hutton Acquisition Corporation I, and EF Hutton LLC (f/k/a EF Hutton, division of Benchmark Investments, LLC) and Humble Imports Inc., d/b/a E.C.D. Auto Design (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 13, 2023).

 10.7

 Senior Secured Promissory Note, dated December 12, 2023, issued by EF Hutton Acquisition Corporation I to Defender SPV LLC (incorporated by reference to Exhibit 10.7 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 18, 2023).

 10.8

 Security Agreement, dated December 12, 2023, by and among EF Hutton Acquisition Corporation I, Humble Imports Inc. d/b/a ECD Auto Design, ECD Auto Design UK, Ltd., and Defender SPV LLC (incorporated by reference to Exhibit 10.8 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 18, 2023).

 10.9

 Intellectual Property Security Agreement, dated December 12, 2023 by Humble Imports Inc. d/b/a ECD Auto Design, ECD Auto Design UK, Ltd in favor of Defender SPV LLC (incorporated by reference to Exhibit 10.9 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 18, 2023).

 10.10

 Registration Rights Agreement, dated December 12, 2023, by and between EF Hutton Acquisition Corporation I and Defender SPV LLC (incorporated by reference to Exhibit 10.10 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 18, 2023).

 10.11

 Guaranty, dated December 12, 2023 by and among Humble Imports Inc. d/b/a ECD Auto Design, ECD Auto Design UK, Ltd. and Defender SPV LLC (incorporated by reference to Exhibit 10.11 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 18, 2023).

 10.12

 Lock-up Agreement, dated December 12, 2023, by and among EF Hutton Acquisition Corporation I and certain securityholders of EF Hutton Acquisition Corporation I and Humble Imports Inc. d/b/a ECD Auto Design (incorporated by reference to Exhibit 10.12 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 18, 2023).

 10.13

 Securities Subscription Agreement, dated January 11, 2024, between ECD Automotive Design, Inc. and Benjamin Piggott (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on January 16, 2024).

 10.14

 The ECD Automotive Design, Inc. 2023 Equity Incentive Plan (incorporated by reference to Exhibit 4.7 to the registration statement on Form S-4 filed with the Securities and Exchange Commission on November 6, 2023).

 10.15

 Stock Purchase Agreement, dated June 7, 2023 (the "UK SPA"), by and between Emily Jayne Humble, ECD Auto Design UK, Ltd. and Humble Imports Inc d/b/a ECD Auto Design (incorporated by reference to Exhibit 10.14 to the registration statement on Form S-4 filed with the Securities and Exchange Commission on November 6, 2023).

 10.16

 LEASE, dated August 11, 2021 (the "Effective Date"), is made by and between Hanover Poinciana McClane, LLC, a Florida limited liability company ("Landlord"), and Humble Imports Inc., a Florida corporation (d/b/a ECD Automotive Design) (the "Tenant') for a portion of the real property and improvements to be located at 4930 Robert McLane Boulevard, Kissimmee. Florida 34758, known, or to be known, as Trinity Industrial Center and the FIRST AMENDMENT TO LEASE (this "Amendment") is made this 15th day of July, 2022, by and between Hanover Poinciana McClane, LLC, a Florida limited liability company ("Landlord"), and Humble Imports Inc., a Florida corporation ("Tenant") (incorporated by reference to Exhibit 10.13 to the registration statement on Form S-4 filed with the Securities and Exchange Commission on November 6, 2023).

 10.17

 MASTER SALES AND EXCLUSIVITY AGREEMENT, dated March 7, 2023 by and between Ampere EV, LLC and Humble Imports, Inc. d/b/a ECD Auto Design, (incorporated by reference to Exhibit 10.15 to the registration statement on Form S-4 filed with the Securities and Exchange Commission on November 6, 2023).

 10.18

 Independent Contractor Agreement, dated September 27, 2023, between Humble Imports, Inc. and Overland Auto Transport Inc d/b/a Luxury Automotive Transport, (incorporated by reference to Exhibit 10.23 to the registration statement on Form S-4 filed with the Securities and Exchange Commission on November 6, 2023)

 10.19

 Employment Agreement by and between ECD Automotive Design, Inc. and Scott Wallace (incorporated by reference to Exhibit 10.19 to the Annual Report on Form 10-K filed with the Securities and Exchange Commission on May 3, 2024).

 10.20

 Employment Agreement by and between ECD Automotive Design, Inc. and Thomas Humble (incorporated by reference to Exhibit 10.20 to the Annual Report on Form 10-K filed with the Securities and Exchange Commission on May 3, 2024).

 10.21

 Employment Agreement by and between ECD Automotive Design, Inc. and Elliot Humble (incorporated by reference to Exhibit 10.21 to the Annual Report on Form 10-K filed with the Securities and Exchange Commission on May 3, 2024).

 10.22

 Employment Agreement by and between ECD Automotive Design, Inc. and Raymond Cole (incorporated by reference to Exhibit 10.22 to the Annual Report on Form 10-K filed with the Securities and Exchange Commission on May 3, 2024).

 10.23

 Employment Agreement by and between ECD Automotive Design, Inc. and Emily Humble (incorporated by reference to Exhibit 10.23 to the Annual Report on Form 10-K filed with the Securities and Exchange Commission on May 3, 2024).

 10.24

 Employment Agreement by and between ECD Automotive Design, Inc. and Benjamin Piggott (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on September 20, 2024).

 10.25

 Employment Agreement by and between ECD Automotive Design, Inc. and Kevin Kastner (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 11, 2024).

 10.26

 IP Assignment Agreement, dated April 24, 2024, by and between BNMC Continuation Cars LLC and David W. Miller II, as assignors, and ECD Automotive Design, Inc., as assignee (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on April 30, 2024).

 10.27

 Trademark License Agreement, dated April 24, 2024, by and between ECD Automotive Design, Inc., as licensor and BNMC Continuation Cars LLC and David W. Miller II, as licensees (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on April 30, 2024).

 10.28

 Consulting Agreement, dated April 24, 2024, by and between ECD Automotive Design, Inc., as the company and BNMC Films LLC, as the contractor (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on April 30, 2024).

 10.29

 Business Loan Agreement, dated May 15, 2024, between ECD Automotive Design, Inc. and First National Bank of Pasco (incorporated by reference to Exhibit 10.4 to the Quarterly Report on Form10-Q filed with the Securities and Exchange Commission on June 27, 2024).

 10.30

 Commercial Security Agreement, dated May 15, 2024, between ECD Automotive Design, Inc. and First National Bank of Pasco (incorporated by reference to Exhibit 10.5 to the Quarterly Report on Form10-Q filed with the Securities and Exchange Commission on June 27, 2024).

 10.31

 Promissory Note in the amount of $1,500,000, dated May 15, 2024, between ECD Automotive Design, Inc. and First National Bank of Pasco (incorporated by reference to Exhibit 10.6 to the Quarterly Report on Form10-Q filed with the Securities and Exchange Commission on June 27, 2024).

 10.32

 Investor Relations Consulting Agreement, dated February 13, 2024, among MZHCI, LLC and ECD Automotive Design, Inc. (incorporated by reference to Exhibit 10.7 to the Quarterly Report on Form10-Q filed with the Securities and Exchange Commission on June 27, 2024).

 10.33

 Marketing Services Agreement, dated June 11, 2024 among Outside The Box Capital Inc. and ECD Automotive Design, Inc. (incorporated by reference to Exhibit 10.8 to the Quarterly Report on Form10-Q filed with the Securities and Exchange Commission on June 27, 2024).

 10.34

 Strategic Partnership Agreement, dated June 4, 2024, between Humble Imports, Inc. and Doja, LLC (incorporated by reference to Exhibit 10.34 to the Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 19, 2025).

 10.35

 Consulting Agreement, dated June 4, 2024, between Humble Imports, Inc. and Austin R. Peterson (incorporated by reference to Exhibit 10.35 to the Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 19, 2025).

 10.36

 Subscription Agreement, dated August 8, 2024 by and between ECD Automotive Design, Inc. and Theodore Duncan (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on August 12, 2024).

 10.37

 Warrant Agreement, dated August 8, 2024 by and between ECD Automotive Design, Inc. and Theodore Duncan (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on August 12, 2024).

 10.38

 Form of Securities Purchase Agreement, dated as of August 9, 2024 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on August 12, 2024).

 10.39

 Form of Senior Secured Convertible Note, dated as of August 9, 2024 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on August 12, 2024).

 10.40

 Form of Common Share Warrant, dated as of August 9, 2024 (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on August 12, 2024).

 10.41

 Amendment, dated August 11, 2024, to the Amended and Restated Asset Purchase Agreement, dated April 24, 2024, by and between ECD Automotive Design Inc., BNMC Continuation Cars LLC and David W. Miller II (incorporated by reference to Exhibit 10.14 to the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 19, 2024).

 10.42

 Referral and License Agreement, dated as of August 22, 2024, between Humble Imports, Inc. and Brack Bridge Motors, LLC (incorporated by reference to Exhibit 10.42 to the Amendment No. 1 to the Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 19, 2025).

 10.43

 Strategic Partnership Agreement, dated November 14, 2024, between Humble Imports, Inc. and Member Hubs Palm Beach, LLC (incorporated by reference to Exhibit 10.43 to the Amendment No. 1 to the Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 19, 2025).

 10.44

 Usage Agreement, dated November 14, 2024, between Humble Imports, Inc. and Member Hubs Palm Beach, LLC (incorporated by reference to Exhibit 10.44 to the Amendment No. 1 to the Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 19, 2025).

 10.45

 Brand Partnership Agreement, dated November 9, 2024, between Humble Imports, Inc. and Ten Easy Street LLC (incorporated by reference to Exhibit 10.45 to the Amendment No. 1 to the Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 19, 2025).

 10.46

 Form of Securities Purchase Agreement, dated as of January 8, 2025 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on January 14, 2025).

 10.47

 Form of Senior Secured Convertible Note, dated as of January 13, 2025 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on January 14, 2025).

 10.48

 Form of Common Share Warrant, dated as of January 13, 2025 (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on January 14, 2025).

 10.49

 Form of Registration Rights Agreement, dated January 13, 2025 (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on January 14, 2025).

 10.50

 Form of Business Loan and Security Agreement, dated February 20, 2025, by and among Agile Capital Funding, LLC, Agile Lending, LLC, ECD Automotive Design Inc. and Humble Imports Inc. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on February 28, 2025).

 10.51

 Form of Consulting Agreement, dated February 20, 2025, by and among Agile Capital Funding, LLC, ECD Automotive Design Inc. and Hudson Growth Ventures LLC (incorporated by reference to Exhibit 10.24 to the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on March 25, 2025).

 14.1

 Code of Ethics (incorporated by reference to Exhibit 14.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 18, 2023).

 19.1

 Insider Trading Policy.

 21.1

 List of Subsidiaries (incorporated by reference to Exhibit 21.1 to the Annual Report on Form 10-K filed with the Securities and Exchange Commission on May 3, 2024).

 31.1*

 Certification of Principal Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 31.2*

 Certification of Principal Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 32.1*

 Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 32.2*

 Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 97.1

 Clawback Policy (incorporated by reference to Exhibit 97.1 to the Annual Report on Form 10-K filed with the Securities and Exchange Commission on May 3, 2024).

 99.1

 Audit Committee Charter (incorporated by reference to Exhibit 99.1 to the Annual Report on Form 10-K filed with the Securities and Exchange Commission on May 3, 2024).

 99.2

 Compensation Committee Charter (incorporated by reference to Exhibit 99.2 to the Annual Report on Form 10-K filed with the Securities and Exchange Commission on May 3, 2024).

 99.3

 Nominations and Corporate Governance Committee Charter (incorporated by reference to Exhibit 99.3 to the Annual Report on Form 10-K filed with the Securities and Exchange Commission on May 3, 2024).

 101.INS*

 101.SCH*

 101.CAL*

 101.DEF*

 101.LAB*

 101.PRE*

 104*

 *

 Filed herewith.

 ITEM
16. FORM 10-K SUMMARY

 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 the related statements of operations, stockholders' deficit, and cash flows for the year 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 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 and auditing standards generally accepted in the United States. 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

 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

 $

 $

 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

 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
)

 -

 -

 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
)

 -

 -

 -

 -

 -

 -

 ( 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

 -

 -

 -

 -

 -

)

 -

)

 -

 -

 -

 -

 -

 -

 ( 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:

 $
 ( 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

 -

 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.

 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.

 F- 9

 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.

 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.

 F- 10

 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.

 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.

 F- 11

 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

 $

 $

 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

 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.

 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
 %

 F- 22

 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

 Preferred Share

 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

 2024

 2023,

 Revenue, net

 $

 $

 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.

 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: April 15, 2025

 ECD Automotive Design, Inc.

 /s/ Scott Wallace

 Name:

 Title:

 Chief Executive Officer

 (Principal Executive Officer)

 /s/ Benjamin Piggott

 Name:

 Title:

 (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

 (principal executive officer)

 /s/ Benjamin Piggott

 (principal financial and accounting officer)

 /s/ Emily Humble

 Chief Product Officer and Director

 /s/ Patrick Lavelle

 Patrick Lavelle

 /s/ Robert Machinist

 Robert Machinist

 /s/ Thomas Wood

 Thomas Wood

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