UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM
 10-K/A

 (Amendment
No. 1)

 (Mark
One)

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

 For
the fiscal year ended: December 31, 2023

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)

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

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

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

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

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

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

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.

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.

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).

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

 As
of June 30, 2023, 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 $ 43,784,117.

 As of February 14, 2025, there were a total of
 35,149,663 shares of the registrant's common stock issued and outstanding.

 DOCUMENTS
INCORPORATED BY REFERENCE

 None.

 EXPLANATORY
NOTE

 ECD Automotive Design, Inc (the "Company,"
"ECD," "we," "us," or "our), formerly known as EF Hutton Acquisition Corporation I ("EFHAC")
(the Company) is filing this Amendment No. 1 (this "Amendment") to its Annual Report on Form 10-K for the year ended December
31, 2023, as filed with the Securities and Exchange Commission (the "SEC") on May 3, 2024 (the "Original Form 10-K")
to restate our consolidated financial statements, including the notes thereto, for the fiscal years ended December 31, 2023 and 2022,
to include the Report of Independent Registered Public Accounting Firm prepared by Barton CPA PLLC ("Barton"), and to make
certain other changes as described herein.

 Restatement
Background

 Barton
was engaged by the Audit Committee of our Board of Directors (the "Audit Committee") to be the our independent registered
public accounting firm as a result of the SEC's order on May 3, 2024 suspending our prior independent registered public accounting
firm, BF Borgers CPA PC, from appearing and practicing as an accountant before the SEC. The Audit Committee engaged Barton to re-audit
our financial statements for the two fiscal years ended December 31, 2023 included in the Original Form 10-K (the "Previously Issued
Financial Statements"). In connection with Barton's audit, we identified certain accounting errors relating to the presentation,
timing, omission and classification of a number of items in the Previously Issued Financial Statements. Following discussions with our
management and Barton, the Audit Committee determined that our Previously Issued Financial Statements will be restated to make the required
corrections, necessary to comply with U.S. Generally Accepted Accounting Principles ("U.S. GAAP") as further described below.

 The
restated and re-audited consolidated financial statements (the "Restated Audited Financial Statements") update and revise
items in the Original Form 10-K, including:

 Receivable, Deferred Revenue, and Revenue – a reconciliation of customer accounts and revenue cut-off caused adjustments
 to these accounts related to the timing of revenue recognition.

 Inventory
 – Reconciliation of inventory resulted in a reduction of inventory primarily related to (1) a write off of shipping and
 consumables, (2) decrease in inventory overhead allocation to inventory and (3) a cut-off adjustment for finished goods inventory.

 Resale
 Commissions income – Resale commissions income represents the commissions earned on vehicles that are traded in and resold
 by the Company. A reconciliation of customer accounts caused a decrease to resale commissions income.

 and other liabilities – certain accruals were adjusted based on better information being received at the time of the re-audit.

 The
 restatement also includes corrections for other errors identified as immaterial, individually and in the aggregate, to our consolidated
 financial statements.

 For
additional details of each line change, please refer to the section named "Restatement of Previously Issued Financial Statements
as of and for the Fiscal Years Ended December 31, 2023 and 2022" in Note 2 Correction of Previously Issued Financial Statements.

 We
have concluded that in light of the errors described above, a material weakness exists in the Company's internal control over financial
reporting and that the Company's disclosure controls and procedures were not effective as of December 31, 2023 and 2022. For a
discussion of our disclosure controls and procedures, internal controls over financial reporting, the material weaknesses identified,
and remediation plans, see Part II, Item 9A, "Controls and Procedures" of this Amendment.

 Items
Amended in this Form 10-K/A

 This
Form 10-K/A presents the Original Report, amended and restated with modifications as necessary to reflect the restatements. The following
items have been amended to reflect the restatement:

 Part
II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

 Part
II, Item 8. Financial Statements

 Part
II, Item 9A. Controls and Procedures

 We
have added a new Recent Developments section at the end of Part I, Item 1. Business to disclose events that have occurred after December
31, 2023.

 In
addition, the Company's Chief Executive Officer and Principal Accounting Officer have provided new certifications dated as of the
date of this filing in connection with this Form 10-K/A (Exhibits 31.1, 31.2, 32.1 and 32.2).

 ECD
Automotive Design, Inc.

 Annual
Report on Form 10-K

 Year
Ended December 31, 2023

 TABLE
OF CONTENTS

 PART
 I

 Item 1.

 Item 1A.

 Risk Factors

 Item 1B.

 Unresolved Staff Comments

 Item 1C.

 Cyber Security

 Item 2.

 Properties

 Item 3.

 Legal Proceedings

 PART
 II

 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

 PART
 III

 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

 PART
 IV

 Item 15.

 Exhibit and Financial
 Statement Schedules

 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

 PART
I

 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 British 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. Since we were founded, we have been essentially self-funded and
profitable for 10 years.

 Our
headquarters, known as the "Rover Dome," is a 100,000-square-foot manufacturing facility located in Kissimmee, Florida, where
eighty-nine (89) employees are currently located, including 72 talented craftsmen and technicians, who combined hold sixty-nine (69)
certifications from the ASE, and four (4) 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. 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.
Each style uses, wherever possible, genuine Land Rover Defender and Range Rover Classic parts, and each vehicle is built using the highest
quality parts and labor force. 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 500 projects, and we currently have 100 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 which we expect to be operating at its full capacity
in the second half of 2024, where we build Jaguar E-Types.

 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. We
also generate revenue from the sale of extended warranties and, occasionally, we also earn commissions on the resale of used vehicles.
We had total revenue of $19.5 million, $9.6 million for the years ended December 31, 2023 and 2022, respectively. Additionally,
we had a net loss $1.2 million and $2.4 million for the years ended December 31, 2023 and 2022 respectively. In 2023, we delivered a
23.2% gross margin, substantially higher than the mass market automobile industry average of 17.3% (see Bloomberg and S&P CapIQ Pro
as of March 3, 2022), and on par with other luxury car manufacturers such as Aston Martin, BMW, Mercedes and Porsche, who had gross margins
of 32.6%, 18.4%, 21.8% and 28.0%, 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 annual revenue growth and average selling
price growth of 26% and 19%, respectively, since our founding in 2013. This growth is also attributable to the underlying growth 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 $83,000, and may be as high as $150,000 over the $230,000 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. Currently, 20% of our sales are made to repeat clients, including one client
on his sixth ECD build.

 ECD's
Target Market

 The
classic car dealers market size in the US, which comprises sales, services and restoration, is valued at $2.8 billion, measured in total
revenue, according to the updated industry analysis completed by IBIS World, Products and Services Segmentation, September 12, 2023 ("IBIS
World Report"). The chart below illustrates the classic car dealers market size variation in the United States from 2014 to 2023.

 Source:
IBIS Classic Car Dealers in the US Industry Report,, September 12 2023:

 As
per the same analysis published by IBIS Industry Report, the sales of classic and antique car models are the industry's main source
of revenue, and such sales have improved over the last five (5) years. The industry is fragmented, with no leader or key players.

 According
to the IBIS Industry Report, sales of both classic and antique cars in the United States have increased steadily over the last decade.,.
We operate in the British classic cars segment, which accounted for 15% of the classic vehicles industry in 2023 (see IBIS Industry Report).

 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, Lamborghini,
Land Rover, and Rolls-Royce), custom luxury automotive manufacturers (such as Apocalypse and Lexani Motorcars), and custom luxury automotive
restoration and design companies (such as Mil-Spec Automotive, Arkonik Ltd., and Twisted Automotive). 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. In 2020, Twisted-USA LLC, an affiliate of Twisted Automotive, became a licensed builder in Austin,
Texas. 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 –f 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, contrarily 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 2023, 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
 efficiency;

 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

 Our
Strengths

 Growing
Luxury SUV Segment

 We
specialize in building British Luxury vehicles, a market segment that has grown significantly over the past decade (see the IBIS Classic
Car Dealers in the US, September 12, 2023). 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 government regulations for electrification and fuel efficiency
and low emissions output vehicles. These industry trends are driving higher growth in products that address these trends than growth
in the automotive industry overall.

 Most
automotive manufacturers are shifting increasingly to EV from traditional internal combustion engines (ICE), and vehicle restorers are
expected to keep up with the latest technology. 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.

 One
of our goals for 2023 is to strengthen 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,
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.

 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
largest competitors, Arkonik and Twisted, are based in the UK. We believe our closer proximity to our clients gives us an advantage in
the United States market in terms of our ability to earn client's trust through in person contact, the comparative ease in making
payment and shipping arrangements and the ease of contacting our team and visiting our factory.

 Our
products are sold directly to customers by means of direct online sales through our advanced digital platform, or in person in our headquarters.
We believe that centralizing our sales network provides an opportunity to control the customer experience and ensure that customer interactions
are on-brand and pressure-free. Our sales team has a CRM management system in place since around 2016, called Zoho, 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

 One
 employee, comprising on-site visual content.

 Chief
 Financial Officer

 Five
 employees, comprising one Head of Purchasing; one Material and Logistics Planner; two warehouse leads and one BOM/data analyst.

 Chief
 Experience Officer

 Six
 employees, comprising one Head of Design; one Client Services Manager; one Head of Warranty; one Office Manager and one facility
 cleaner; and one Lead in Graphic Design and Animation.

 Chief
 Technology Officer

 One
 direct report, head of vehicle engineering

 Chief
 Product Officer

 employees, including one Director of Planning and Production; one Warranty Technician; one Head of Quality Control and five technicians;
 eight technicians in the paint department; one Jaguar/South Line Lead and one technician; one Head of Production and nine line technicians,
 seven upholstery technicians and four electric technicians; one Head of Production and seven line technicians.

 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.

 Most
of our executive-level roles are currently occupied by the owners 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.

 We
expect to increase the size of our management team in line with our growth and with our operation as a public company.

 Our
Growth Plans

 The
Rover Dome facility is configured to run three production lines. We currently operate two production lines. On our North Line, we built
60 vehicles in 2023 and we expect to build 64 vehicles in 2024, among Land Rover Defenders, Land Rover Series and Range Rover Classics.
On our second production line, the South Line, which opened in July 2022 we focus on building Jaguar E-Types, and the South Line is expected
to be operating at its full capacity in the second quarter of 2024. On the South Line we expect to build 34 vehicles in 2024. We currently
use our third East Line for quality control and warranty services. We plan to relocate our quality and warranty services in the first
quarter of 2024 to a new facility that will function as a warranty, used vehicles sales, and service center and convert the East Line
to a third production line that will focus on iconic American vehicles. As part of the East Line conversion, we expect to hire 10 technicians
in 2024 at an estimated annual cost of approximately $620,000, which will enable us to launch the addition of the iconic America vehicle
products. We expect our margins to further improve as we increase scale, resulting in lower component costs and improved absorption of
our fixed manufacturing overhead.

 We
expect to incur one-time expenses of approximately $300,000 to move the service center, comprising moving costs of $250,000 and engineering
costs of $50,000. We anticipate annual costs of approximately $360,000 to operate the service center.

 To
help achieve these goals, we also intend to (i) scale marketing by building our relationship with the press and social influencers; and
(ii) expand our presence in international markets, such as Europe, Canada and United Arab Emirates, by pay-per-click marketing campaigns,
global newswire press releases to all target countries, press relationships in those target countries, as well as social influencers
and international outreach events in target shows. As we increase our production, including with the addition of the new East Line, we
plan to recruit a total of 14 extra technicians, operate a double shift in our painting facility and relocate the quality control and
service teams. In terms of inorganic growth, we intend to seek strategic company acquisitions. See item "Electric Drivetrain
Systems and the Electrification of Classics" above.

 In
addition to increasing sales revenue by selling and building more vehicles, we intend to increase our gross profit from $4.2 million
in 2023 to $10.9 million in 2024, by reducing the cost of materials and cost of shipping. 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 expect these changes will reduce our cost of goods by approximately
8% per year.

 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 intend to add an iconic American brand to our portfolio
by 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; increasing our warranty revenue; and implementing a leased vehicles income model.

 Our
current fixed costs are based on the production of 98 vehicles per year. As we increase production, our fixed costs will not increase
proportionally. For instance, we would need to add about 20% to the fixed costs to double our production. This is a major benefit, allowing
us to use such capital to scale production more efficiently.

 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, 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 LT4 engines and Range Rover Classic
with GM LS3 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.

 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

 Body:

 Price: $169,995

 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.

 Body:

 Price: $169,995

 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.

 Body:

 Price: $259,995

 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

 Price: $249,995

 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.

 Body:

 Price: $249,995

 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.

 Body:

 I6 / V8 / V12 / EV

 Price: $299,995

 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

 V8

 Price: $249,995

 We
expect an initial 5% increase prices in 2024 and 2025, 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
have developed and implemented 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)

 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 only following the completion of a sale and does not build to sell or create an inventory of vehicles. 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

 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 of 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.

 Secretary of State corporation registration #P13000020892.

 2.

 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.

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

 6.

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

 7.

 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 eighty-nine (89) 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. 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, digital marketing and social media marketing) and immigration matters.

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

 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

 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

 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.

 The
foregoing description 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.

 The
foregoing description 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.

 The
foregoing description 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.

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 10.30 and Exhibit 10.31, and are incorporated

Financings from Defender SPV LLC

 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 herein by reference.

 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.

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

 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, Flordia (the "ODC Premises") for the operation of an ECD showroom for ECD vehicles and sale of ECD vehivles,
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 and Jaguar 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 and Jaguar E-Types 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 sixth of its vehicles are EV and that this proportion will gradually increase. 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.

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 protections, 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.

Risk Factors Applicable to ECD

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.

 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.

 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.

 Rising
interest rates and the recent shutdowns and acquisitions of several banking institutions could cause additional instability in capital
markets, making it more difficult for ECD to secure access to capital it needs to continue to grow its operations.

 The
U.S. economy recently experienced a steady rise in interest rates that the U.S. Federal Reserve has been imposing in an effort to curb
rising inflation. In addition to these rising interest rates having contributed to a slow-down in mortgage and housing markets and a
general decrease in the availability of capital, most recently, the U.S. has witnessed the collapse of several national banks. This has
resulted in extreme volatility in the U.S. financial markets. Continued volatility and the effects of the collapse of these banks could
limit ECD's access to capital when ECD needs it. Because of ECD's desire to scale and grow rapidly following the Business
Combination, any disruptions or delays to ECD's access to capital, or a material increase in its cost, may have a material adverse
effect in ECD's plans to scale its production and increase brand awareness. ECD cannot accurately predict the future impact that
the recent economic events may have on ECD's business, prospects, financial condition, and results of operations.

 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 February 14, 2025, the
last reported sales price of our Common Stock was $0.889 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);

 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;

 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;

 in our industry;

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

 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;

 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.

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 Global 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 February 14, 2025, we
had approximately 35,149,662 outstanding shares of Common Stock and 25,000 shares of Preferred Stock. We also had outstanding Warrants
to purchase 11,757,500 shares of our Common Stock, Common Shares Warrants to purchase 1,091,525 shares of Common Stock and Preferred Shares
Warrants to purchase 15,819 shares of our Preferred Stock. On February 14, 2025, the closing price on Nasdaq for our Common Stock was
$0.889 and for our Public Warrants was $0.03.

 These
outstanding Warrants are exercisable at an exercise price of $11.50 per share. 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.

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;

 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.

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.

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.

 Not
applicable.

 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.

 PART
II

 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 Global Market, under the symbols "ECDA" and "ECDAW," respectively. As of February 6,
2025, the closing sale price of our Common Stock and the closing sales price of our Public Warrants were $0.91 and $0.03, respectively.

 Number of Holders of our Common Stock

 As of February 6, 2025, there
were 32 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.

Authorized for Issuance under Equity Compensation Plans

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

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:

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

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.

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.

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.

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.

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 $19.5 million and $9.6 million for the years ended December 31,
2023 and 2022, respectively. We had net loss of $1.1 million and $2.4 million for the years ended December 31, 2023 and 2022, 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, 2023, 89 employees were located, including 72 talented craftsmen and technicians, who hold a combined 69 National
Institute for ASE and 4 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.

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.

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 "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
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 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 Convertible Note also provides that the Company and its subsidiaries execute a guaranty (the "Guaranty") to guaranty
the obligations under the 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 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.

 The
Convertible Note includes an original issue discount of $2,119,209 and debt issuance costs of $3,088,883. As of December 31, 2023, the
Company recorded $72,335 of amortization expense of the debt discount in the consolidated statement of operations. As of December 31,
2023, and 2022, accrued interest on the Convertible Note in the consolidated balance sheets was $113,000 and $0, respectively.

 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".

 We
continue to focus on cash flow and anticipate having sufficient resources to operate during 2023.

 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 are planning to add 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. We currently use a third of our production floor for quality control and
warranty services. We plan to relocate our quality and warranty services in 2024 to a new facility that will function as a warranty,
used vehicles sales, and service center, and to add a third production area that will focus on iconic American vehicles. We expect to
incur one-time expenses of approximately $300,000 to move the service center, comprising moving costs of $250,000 and engineering costs
of $50,000. We anticipate annual costs of approximately $360,000 to operate the warranty, used vehicle sales, and service center. As
part of this change, we expect to hire 10 technicians in 2024, at an estimated annual cost of approximately $620,000, which will enable
us to launch the addition of the iconic American vehicle products. We expect our margins to further improve as we increase scale, resulting
in lower component costs and improved absorption of our fixed manufacturing overhead.

 We
anticipate opening new marketing channels in 2024. 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,
(i) scale marketing by increasingly building our relationship with the press and social influencers; and (ii) expand our presence in
international markets, such as Europe, Canada and United Arab Emirates.

 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

 2023

 2022

 (As Restated)

 (As Restated)

 Net loss

 $
 (1,178,906
)

 $
 (2,439,538
)

 Excluding:

 Interest expense, net

 653,429

 19,000

 Income tax (benefit) expense

 -

 Other income, net

 3,874

 Depreciation and amortization

 Transaction costs

 1,285,000

 -

 Adjusted EBITDA

 1,812,290

 (2,357,772
)

 Adjusted EBITDA increased $4.2 million for the year ended December 31,
2023 as compared to the year ended December 31, 2022. The primary driver for this was a significant improvement in our gross margins for
Builds. This increase in gross profit was driven by the increase in average selling price per vehicle by $24,697 representing over 60%
of the gross profit increase. Also attributing to the gross profit improvement was a decrease in cost of materials and production efficiencies.

 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.

Revenue – Parts and Builds

 The
Company generates revenue through the sale of rebuilt or upgraded Land Rover Defender, Range Rover Classics, Land Rover Series and Jaguar
E-Types 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.

 The
Company generates 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.

 The
Company generates 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.

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.

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 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 commissions 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, 2023 and 2022. 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

 2023

 2022

 ($)

 (%)

 Revenue, net

 $

 $

 $
 9,874,677

 102.7
 %

 Cost of goods sold

 14,969,683

 8,652,975

 6,316,708

 73.0
 %

 Gross profit

 4,522,923

 964,954

 $
 3,557,969

 368.7
 %

 Operating expenses:

 Sales and marketing expenses

 641,831

 405,446

 236,385

 58.3
 %

 General and administrative expenses

 5,144,601

 3,090,424

 2,054,177

 66.5
 %

 108,562

 723.7
 %

 Depreciation and amortization expenses

 89,871

 152.6
 %

 Total operating expenses

 6,058,757

 3,569,762

 2,488,995

 69.7
 %

 Loss from operations

 (1,535,834
)

 (2,604,808
)

 1,068,974

 (41.0
)%

 Other income (expense):

 Interest expense, net

 (653,429
)

 (19,000
)

 (634,429
)

 3,339.1
 %

 Loss on sale of asset

 -

 (112,792
)

 112,792

 (100
)%

 Resale commissions income (expense)

 106,353

 300,936

 (194,583
)

 (64.7
)%

 Other income (expense)

 (3,874
)

 69,823

 (1,802.3
)%

 Total other (loss) income

 (481,127
)

 165,270

 (646,397
)

 (391.1
)%

 Loss before income taxes

 (2,016,961
)

 (2,439,538
)

 422,577

 (17.3
)%

 Income tax benefit

 -

 %

 Net loss

 $
 (1,178,906
)

 $
 (2,439,538
)

 $
 1,260,632

 (51.7
)%

 Year
Ended December 31, 2023 Compared to the Year Ended December 31, 2022

 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, 2023, and December 31, 2022.

 Net
Revenue by Product Category

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

 Year
 Ended December 31,

 2023

 2022

 %

 Parts

 $
 41,341

 $
 98,694

 $
 (57,353
)

 (58.1
)%

 Builds

 19,317,837

 9,345,535

 9,972,302

 106.7
 %

 30,950

 31,469

 (519
)

 (1.6
)%

 102,478

 142,231

 (39,753
)

 (27.9
)%

 Total revenues, net

 $

 $

 $
 9,874,677

 102.7
 %

 Vehicle
builds represented 99.1% of the revenue for the year ended December 31, 2023, compared to 97.2% for the year ended December 31, 2022,
and increased $9,874,677 for the year ended December 31, 2023, as compared to the prior year. The primary driver of the revenue increase
for the year ended December 31, 2023 compared to the prior year was the increase in average selling price per vehicle by $25,075 and
increased production due growth in underlying demand for the company's products. The increased average selling price contributed
$1,386,397 to the increase in revenue and the increase in production contributed $1,478,541 to the increase in revenue.

 Parts,
service, and warranty represent a small portion of our revenue. Those categories combined represented 0.9% of the revenue for the year
ended December 31, 2023, compared to 2.8% for the year ended December 31, 2022, a decrease of $97,625 for the year ended December 31,
2023, as compared to the year ended December 31, 2022.

 Gross
Profit and Gross Margin Percentage

 Year
 Ended December 31,

 2023

 2022

 %

 Parts

 $
 33,408

 89,647

 (56,239
)

 (62.7
)%

 80.8
 %

 90.8
 %

 -98.1
 %

 Builds

 4,705,850

 1,084,584

 3,621,266

 333.9
 %

 24.4
 %

 11.6
 %

 36.3
 %

 (38,663
)

 (89,035
)

 50,372

 (56.6
)%

 (124.9
)%

 (282.9
)%

 (9,705.6
)%

 (177,672
)

 (120,242
)

 (57,430
)

 47.8
 %

 (173.4
)%

 (84.5
)%

 144.5
 %

 Total Gross Profit

 $
 4,522,923

 964,954

 3,557,969

 368.7
 %

 23.2
 %

 10.0
 %

 36.0
 %

 Parts
Gross margins decreased as a result of lower sales and product mix as the company focused on building vehicles than selling parts.

 Gross
margins in the Builds category increased by 333.9% during the year ended December 31 2023, compared to the year ended December 31, 2022,
due to a decrease in per truck material costs, and efficiencies in the build process. The primary driver of the increase in gross profit
was the increase in average selling price per vehicle by $24,697 from enhanced upgrades representing over 60% of the gross profit increase.
Also attributing to the gross profit improvement was a decrease in cost of materials and production efficiencies.

 Gross
margins in the Warranty category for the full year, 2023 decreased as compared to full year, 2022, mostly attributable to a 27.9%
decrease in warranty revenue.

 Operating
Expenses

 Year
 Ended December 31,

 2023

 2022

 %

 Operating expenses:

 Sales and marketing expenses

 $
 641,831

 $
 405,446

 $
 236,385

 58.3
 %

 General and administrative expenses

 5,144,601

 3,090,424

 2,054,177

 66.5
 %

 108,562

 723.7
 %

 Depreciation and amortization

 89,871

 152.6
 %

 Total
 operating expenses

 $
 6,058,757

 $
 3,569,762

 $
 2,488,995

 69.7
 %

 The
Company experienced an overall increase in operating expenses of $2,488,995 for the year ended December 31, 2023, as compared
to the year ended December 31, 2022.

 For
the year ended December 31, 2023, selling and marketing expenses increased $236,385, compared to the year ended December 31, 2022. 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.

and administrative expenses increased $2,054,177 during the year ended December 31 2023, as compared to the year ended December
31, 2022. The primary driver for the increase in general and administrative expenses for the year ended December 31, 2023 as compared
to the year ended December 31, 2022 was due to the growth and expansion of our operations as well as costs related to being a public
company, specifically, approximately $950,000 of legal and accounting fees related to the Merger. 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. We expect to invest in our corporate organization and incur additional expenses
associated with transitioning to, and operating as, a public company, including increased legal, audit, tax and accounting costs, investor
relations costs, higher insurance premiums and compliance costs. As a result, we expect that general and administrative expenses will
increase in absolute dollars in future periods but decline as a percentage of total revenue over time. Our inability to scale our expenses
could negatively impact profitability.

 For
the year ended December 31, 2023, provision for credit losses increased $108,562, as compared to the year ended December 31, 2022.

 For
the year ended December 31, 2023, depreciation expense increased $89,871, as compared to the year ended December 31, 2022. This increase
was primarily due to additional depreciation related to the buildout costs for the new Kissimmee facility.

 Other
(Expense)Income

 Year
 Ended December 31,

 2023

 2022

 %

 Interest expense

 $
 (653,429
)

 $
 (19,000
)

 $
 (634,429
)

 3,339.1
 %

 Loss on sale of asset

 -

 (112,792
)

 112,792

 (100.0
)%

 Resale commissions income

 106,353

 300,936

 (194,583
)

 (64.7
)%

 Other income (expense)

 (3,874
)

 69,823

 (1,802.3
)%

 Total
 other (loss) income

 $
 (481,127
)

 $
 165,270

 $
 (646,397
)

 (391.1
)%

 For
the year ended December 31, 2023, there was an decrease in resale commission income of $194,583 as compared to the year ended December
31, 2022, due to an decrease in trade in vehicles for the year ended December 31, 2023 as compared to the year ended December 31, 2022.

 For
the year ended December 31, 2023, other income, net increased $69,823, as compared to the year ended December 31, 2022, due to interest
income and sponsorship income.

 For
the year ended December 31, 2023, the Company recognized a deferred tax asset resulting in deferred tax income of $438,002, as compared
to the year ended December 31, 2022.

 Liquidity
and Capital Resources

 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, 2023, the Company had customer deposits in the amount of $8,326,469 and deferred revenue in the amount of $7,864,392.
In addition to the customer deposits, as of December 31, 2023, the Company had $11,207,608 of contract consideration allocated to a performance
obligation not yet completed, and deferred revenue for vehicles that were completed, but title had not been transferred to the customer
as of December 31, 2023.

 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 $8,134,211. 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 "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.

 Based
on the cash balance of approximately $8.1 million and cash flow from operations, after interest payments, the Company has determined
that the Company's sources of liquidity will be sufficient to meet the Company's financing requirements for the one-year
period from the issuance of the consolidated financial statements.

 Cash
Flows

 Cash
flows for the year ended December 31, 2023 and 2022

 As
of December 31, 2023, we had a working capital deficit of $1,957,784, which includes cash and cash equivalents of $8,134,211,
compared with a working capital deficit of $6,465,694 at December 31, 2022, which included cash and cash equivalents of $3,514,882. 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

 2023

 2022

 Cash (Used In) Provided By

 Operating Activities

 $
 (1,995,942
)

 $
 1,496,605

 Investing Activities

 (499,316
)

 (509,730
)

 Financing Activities

 7,114,586

 (280,635
)

 Net increase in
 cash and cash equivalents

 $
 4,619,328

 $
 706,240

 Net
cash (used in) provided by operating activities

 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.

 During
the year ended December 31, 2022, operating activities provided cash of $1,496,605, primarily due to an increase in deferred revenue
and funds received related to ERTC receivable, partially offset by an increase in inventories.

 Net
cash used in investing activities

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

 Investing
activities used cash of $509,730 for the year ended December 31, 2022, primarily due to the capital expenditures related to the new Kissimmee
facility build out costs.

 Net
cash provided (used in) by financing activities

 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.

 Financing
activities used cash of $280,635 for the year ended December 31, 2022, for loans to stockholders.

 Contractual
Obligations and Commitments

 The
following table summarizes our future material cash requirements from our contractual lease obligations at December 31, 2023:

 Total
 Future Lease Obligations

 2024

 $
 557,703

 2025

 575,360

 2026

 535,720

 2027

 492,318

 2028

 508,885

 And thereafter

 2,765,297

 $
 5,435,283

 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, 2022, 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. We have also experienced varying levels of inflation during the three and
six months ended June 30, 2023, resulting in part from increased product costs and increased labor costs by 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 2023. 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, 2022, or December 31, 2021.

 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, 2023, and 2022.

 Seasonality

 We
typically do not experience seasonality in our operations.

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.

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 Form10-K.

 Critical
Accounting Policies and Estimates

 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.

Recognition

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.

Revenue – Parts and Builds

 The
Company generates revenue 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 delivered 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.

 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.

 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.

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.

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.

 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.

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.

 Subsequent
Events

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

 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

 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

 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.

 The
foregoing description 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.

 The
foregoing description 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.

 The
foregoing description 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.

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

Financings from Defender SPV LLC

 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 herein by reference.

 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.

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

 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.

 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.

 Not
applicable.

 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.

 Not
applicable.

 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.

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, 2023 and 2022. As a result, management concluded
that our internal control over financial reporting was not effective as of December 31, 2023 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, 2023 and December 31, 2022,
we identified a material weakness in our internal control over financial reporting as of December 31, 2022 and December 31, 2023. 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 quarter ended December 31, 2023, 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.

 PART
III

 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

 Scott
 Wallace

 Chief
 Executive Officer and Director

 Cole

 Chief
 Financial Officer

 Emily

 Chief
 Product Officer and Director

 Chief
 Experience Officer and Director

 Chief
 Technology Officer

 Benjamin
 Piggott

 Chairman

 Wood

 Robert
 Machinist

 Patrick
 Lavelle

 Background
of Directors and Executive Officers

 Scott
Wallace is one of the Founders of ECD, a director and he currently serves as ECD's Chief Executive Officer. 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.

 Emily
Humble 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.

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.

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

 Non-Executive
Directors

 Benjamin
Piggott is the Chairman of the Board of Directors of ECD. Mr. Piggott was the Chairman and Chief Executive Officer of EFHT. Mr.
Piggott has been a Managing Director at EF Hutton since its inception in June 2020. 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 time on the buy-side, Mr. Piggott has been active in analyzing a number of IPO opportunities.
As a result of his fifteen years of experience on the buy-side, Mr. Piggott has strong relationships with participants in the investment
community that are active in SPAC IPOs and private investment in public equity, or PIPEs. 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 and graduated with honors.

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

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.

 Executive
Officers

Humble is one of the Founders of ECD and currently serves as ECD's Chief Technology Officer and Operation Manager. Mr.
Humble has served as a director for Overland Auto Transport d/b/a Luxury Automotive Transport and its co-owner since 2019. Before serving
as Co-Founder of ECD, Mr. Humble began his career with Halfords Auto Retailers in the U.K., where he gained experience in quality control,
innovative design, capital forecasting, and vendor relations. Mr. Humble holds a degree in Sports and Exercise Science from Leeds Metropolitan
University. Mr. Humble is qualified to serve as a director due to his experience as ECD's Chief Technology Officer and Operation
Manager, as well as his extensive technical and operational expertise and experience in the automotive industry.

Cole is the Chief Financial Officer of ECD and served as the Chief Financial Officer of Humble Imports, Inc. since May 2023.
Prior to joining ECD, Mr. Cole served as the Chief Executive Officer at LuckyJack, LLC d/b/a Lucky Jack Coffee, a Las Vegas-based producer
of organic and nitrogen-infused cold brew coffee, from November 2020 to April 2023. Mr. Cole served as a board member of Lucky Jack Coffee
from 2016 until April 2023. During his time at Lucky Jack Coffee, he led the implementation of an enterprise resource planning (ERP)/warehouse
management system which included identifying the best ERP service provider and creating the in-house processes to implement the system
into the company's operation. Mr. Cole's experience in manufacturing has allowed him to combine his financial knowledge with
production operations and optimize solutions for operational processes. Before his time at Lucky Jack Coffee, Mr. Cole was the Chief
Operating Officer and Chief Financial Officer at Empowered Media, LLC, the Jillian Michaels brand licensing company, and a Director at
American Express. Mr. Cole began his career in the mergers and acquisitions groups at Salomon Smith Barney and JPMorgan Chase. He has
a strong background in finance with experience in financial reporting, and a thorough understanding of public financial reports, corporate
finance, and accounting. Mr. Cole holds a master's degree in business administration and finance from the Zicklin School of Business
at Baruch College and a bachelor's degree in economics from Fordham University.

 Board
Composition

 The
board of directors consists of seven (7) 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 2024
annual meeting of stockholders;

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

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

 The
initial term of Class I, Class II, and Class III directors will end in 2024, 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

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 Benjamin Piggott, 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, Benjamin Piggott 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;

 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

 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, Benjamin Piggott 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 Benjamin Piggott 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;

 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;

 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

 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.

 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.

 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, 2023, all such reports were filed timely.

 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 __ 2024.

 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 2023, ECD's "named executive officers" and their positions were
as follows:

 Scott
 Wallace, Chief Executive Officer 1;

 Humble, Chief Experience Officer 2;

 Humble, Chief Technology Officer 3;

 Cole, Chief Financial Officer 4; and

 Emily
 Humble, Chief Product Officer 5.

 (1)

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

 (2)

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

 (3)

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

 (4)

 Cole's employment agreement is attached hereto as Exhibit 10.22;. and

 (5)

 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,
2023.

 Name
 of the Officer

 Title

 Year

 Salary

 Bonus (3)

 Other

Compensation (6)

 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

 Scott
 Wallace

 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

 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

 Cole

 Chief
 Financial Officer

 2023

 $

 350,000

 (2)

 -

 $

 -

 Emily

 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.
Raymond Cole was appointed as the Company's Chief Financial Officer in May 2023. In connection with this appointment, the Company
entered into an employment agreement with Mr. Cole, pursuant to which he will receive an annual base salary of $350,000. Mr. Cole will
also be eligible to receive a discretionary annual performance bonus and benefits described in the item below.

 Subject
to approval by the Board and the terms of the 2023 Equity Incentive Plan, Mr. Cole will receive a one-time grant of fully vested options
for purchase of up to 100,000 shares of common stock of the Company.

 Post-Business
Combination Executive Compensation

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.

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.

Compensation

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 31,899,633 shares of Company Common
Stock outstanding on May 1, 2024, but does not take into account any shares underlying 11,757,500 public and private Warrants issued
and outstanding as of such date.

 Name
 and Address of Beneficial Owner (1)

 Number
 of
 Shares of

 Stock

 %

 Emily Humble

 12,240,000

 38.4
 %

 Thomas Humble

 5,280,000

 16.6
 %

 Elliot Humble

 1,200,000

 3.8
 %

 Scott Wallace

 5,280,000

 16.6
 %

 Raymond Cole

 -

 -

 Patrick Lavelle

 -

 -

 Robert Machinist

 -

 -

 Thomas Wood

 50,000

 *

 Benjamin Piggott

 631,640
 (2)

 2.0
 %

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

 24,658,640

 77.3
 %

 Five Percent Holders

 Defender SPV LLC

 2,020,203

 6.3
 %

 *

 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.

Authorized for Issuance Under Equity Compensation Plans

 The
were 400,000 shares of Common Stock authorized for issuance under our incentive plans as of December 31, 2023.

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

 EFHT
Related Person Transactions

 Founder

 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 EFHT 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 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.

 The
Sponsor has agreed not to transfer, assign or sell any of the Founder Shares (except to certain permitted transferees) until, with respect
to 50% of the Founder Shares, the earlier of six months after the date of the consummation of a Business Combination and the date on
which the closing price of EFHT's common stock equals or exceeds $12.50 per share for any 20 trading days within a 30-trading day
period following the consummation of a Business Combination and, with respect to the remaining 50% of the Founder Shares, six months
after the date of the consummation of a Business Combination, or earlier in each case if, subsequent to a Business Combination, EFHT
completes a liquidation, merger, stock exchange or other similar transaction which results in all of the stockholders having the right
to exchange their shares of common stock for cash, securities or other property.

Party Loans

 In
order to finance transaction costs in connection with a Business Combination, the Sponsor, an affiliate of the Sponsor, or EFHT's
officers and directors may, but are not obligated to, loan EFHT funds from time to time or at any time, as may be required ("Working
Capital Loans"). Each Working Capital Loan would be evidenced by a promissory note. The Working Capital Loans would either be paid
upon consummation of a Business Combination, without interest, or, at the holder's discretion, up to $1,500,000 of the Working
Capital Loans may be converted into private units at a price of $10.00 per unit. The private units would be identical to the Private
Units. In the event that a Business Combination does not close, EFHT may use a portion of the proceeds held outside the Trust Account
to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. As of
December 31, 2023, no Working Capital Loans were outstanding.

Party Extension Loans

 EFHT
may extend the period of time to consummate a Business Combination up to nine times, each by an additional one-month period (for a total
of up to 18 months to complete a Business Combination). Pursuant to the terms of EFHT's amended and restated certificate of incorporation
and the trust agreement to be entered into between us and Continental Stock Transfer & Trust Company on September 8, 2022, in order
to extend the time available for us to consummate EFHT's initial business combination, EFHT's sponsor or its affiliates or
designees, upon five days advance notice prior to the applicable deadline, must deposit into the Trust Account $80,000 (since the underwriters'
over-allotment option was exercised in full), or $0.04 per share for each outstanding share of common stock sold in EFHT's IPO
for each one-month extension, on or prior to the date of the applicable deadline, or up to an aggregate of $720,000, or $0.36 per share
if we extend for the full nine months. Any such payments would be made in the form of a non-interest bearing, unsecured promissory note.
Such notes would either be paid upon consummation of a Business Combination, or, at the relevant insider's discretion, converted
upon consummation of a Business Combination into additional Private Units at a price of $10.00 per Private Unit. The Sponsor and its
affiliates or designees are not obligated to fund the Trust Account to extend the time for EFHT to complete a Business Combination. As
of December 31, 2023, no such loans were outstanding.

Independence

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

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.

 To
further minimize potential conflicts of interest, EFHT has agreed not to consummate a business combination with an entity that is affiliated
with any of EFHT's insiders unless EFHT obtains an opinion from an independent investment banking firm that the business combination
is fair to EFHT's unaffiliated stockholders from a financial point of view.

 Furthermore,
in no event will any of EFHT's existing officers, directors or insiders, or any entity with which they are affiliated, be paid
any finder's fee, consulting fee or other compensation prior to, or for any services they render in order to effectuate, the consummation
of a business combination.

 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 $247,1923 and $196,425 in 2022 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 provides
administrative services to ECD including the management of ECD's Warranty Department. Payments by ECD to Wallace USA under this
agreement amounted to $51,996 in 2022, respectively. As of the date of this annual report, we are in the process of entering into a written
agreement with Wallace USA on the terms mentioned in the immediately preceding sentence.

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:

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

 Senior
Secured Convertible Notes

 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.

 On
December 12, 2023, EFHT issued the Convertible Note to the Lender.

 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.

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.

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.

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.

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 2023.

 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
2023 and 2022. 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

 2023

 2022

 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.

 PART
IV

 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.

TO CONSOLIDATED FINANCIAL STATEMENTS

 Page

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

 Financial Statements

 Balance Sheets as of December 31, 2023 and 2022 (as restated)

 Statements of Operations for the Years Ended December 31, 2023 and 2022 (as restated)

 Statements of Changes in Stockholders' Deficit for the Years Ended December 31, 2023 and 2022 (as restated)

 Statements of Cash Flows for the Years Ended December 31, 2023 and 2022 (as restated)

 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

 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

 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

 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

 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

 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

 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

 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

 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

 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

 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

 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

 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

 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

 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

 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.

 10.35*

 Consulting
 Agreement, dated June 4, 2024, between Humble Imports, Inc. and Austin R. Peterson.

 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

 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.

 10.43*

 Strategic
 Partnership Agreement, dated November 14, 2024, between Humble Imports, Inc. and Member Hubs Palm Beach, LLC.

 10.44*

 Usage
 Agreement, dated November 14, 2024, between Humble Imports, Inc. and Member Hubs Palm Beach, LLC.

 10.45*

 Brand
 Partnership Agreement, dated November 9, 2024, between Humble Imports, Inc. and Ten Easy Street LLC.

 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).

 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).

 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*

 Cover
 in Exhibit 101).

 *

 Filed
 herewith.

TO CONSOLIDATED FINANCIAL STATEMENTS

 Contents

 Page

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

 Financial Statements

 Balance Sheets as of December 31, 2023 and 2022 (as restated)

 Statements of Operations for the Years Ended December 31, 2023 and 2022 (as restated)

 Statements of Changes in Stockholders' Deficit for the Years Ended December 31, 2023 and 2022 (as restated)

 Statements of Cash Flows for the Years Ended December 31, 2023 and 2022 (as restated)

 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, 2023 and 2022, and the
related statements of operations, stockholders' deficit, and cash flows for each of the years then ended and the related notes (collectively
referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial
position of the Company as of December 31, 2023 and 2022, 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.

 Other Matter

 As described in Note 2, the Company identified misstatements with respect
to certain accounting errors relating to the presentation, timing, omission and classification of a number of items in the financial statements
for the fiscal years ended December 31, 2023 and December 31, 2022.

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

 /s/ Barton CPA PLLC

 Cypress, Texas

 February 18, 2025

 F- 2

 ECD
AUTOMOTIVE DESIGN, INC

 CONSOLIDATED
BALANCE SHEETS

 2023

 2022

 ASSETS

 Current assets

 Cash
 and cash equivalents

 $
 8,134,211

 $
 3,514,883

 receivable, net

 -

 615,555

 9,607,766

 7,793,925

 Other
 receivable

 -

 209,810

 Prepaid
 and other current assets

 34,006

 289,070

 Total
 current assets

 17,775,983

 12,423,243

 and equipment, net

 913,097

 562,544

 Right-to-use
 asset

 3,763,295

 3,896,608

 tax asset

 -

 Deposit

 77,686

 75,986

 TOTAL
 ASSETS

 $
 23,368,116

 $
 16,958,381

 LIABILITIES,
 REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS' DEFICIT

 Current
 liabilities

 $
 898,445

 $
 698,909

 779,695

 242,751

 revenue

 16,190,861

 17,493,628

 Lease
 liability, current

 314,903

 203,123

 Other

 1,549,863

 250,526

 Total
 current liabilities

 19,733,767

 18,888,937

 Loan

 -

 500,000

 Lease
 liability, non-current

 3,727,183

 3,889,658

 liabilities, at fair value

 -

 Conversion
 option, at fair value

 2,724

 -

 note, net of debt discount

 10,654,444

 -

 Total
 Liabilities

 34,144,401

 23,278,595

 Redeemable preferred stock, $ 0.0001 par value, 20,000,000 authorized shares; 25,000 shares issued and outstanding as of December 31, 2023 and no shares issued and outstanding as of December 31, 2022

 -

 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, 2023 and 2022, respectively

 3,187

 2,400

 paid-in capital

 -

 -

 deficit

 ( 10,779,475
)

 ( 6,322,614
)

 Total
 Stockholders' Deficit

 ( 10,776,288
)

 ( 6,320,214
)

 TOTAL
 LIABILITIES, REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS' DEFICIT

 $
 23,368,116

 $
 16,958,381

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

 F- 3

 ECD
AUTOMOTIVE DESIGN, INC

 CONSOLIDATED
STATEMENTS OF OPERATIONS

 Year
 Ended December 31

 2023

 2022

 Revenue, net

 $

 $

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

 14,969,683

 8,652,975

 Gross profit

 4,522,923

 964,954

 Operating expenses

 Sales and marketing expenses

 641,831

 405,446

 General and administrative expenses

 5,144,601

 3,090,424

 Depreciation and amortization

 Total operating expenses

 6,058,757

 3,569,762

 Loss from operations

 ( 1,535,834
)

 ( 2,604,808
)

 Other (expense) income

 Interest expense

 ( 653,429
)

 ( 19,000
)

 Loss on sale of asset

 -

 ( 112,792
)

 Resale commissions income

 106,353

 300,936

 Other income (expense),
 net

 ( 3,874
)

 Total (expense) income,
 net

 ( 481,127
)

 165,270

 Loss before income tax benefit

 ( 2,016,961
)

)

 Income tax benefit

 -

 Net Loss

 $
)

 $
)

 Net loss per common
 share, basic and diluted

 $
 ( 0.05
)

 $
 ( 0.10
)

 Weighted average number
 of common shares outstanding, basic and diluted

 24,875,667

 24,000,000

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

 F- 4

 ECD
AUTOMOTIVE DESIGN, INC

 CONSOLIDATED
STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT

 YEAR
ENDED DECEMBER 31, 2023 AND 2022

 (As
Restated)

 Redeemable

 Preferred Stock

 Stock

 Paid-in

 Total

 Stockholders'

 Amount

 Amount

 Capital

 Deficit

 Deficit

 Balance,
 January 1, 2022, restated

 -

 $
 -

 $
 1,000

 $
 -

 $
 ( 3,881,676
)

 $
 ( 3,880,676
)

 Retroactive
 application of Business Combination

 -

 -

 23,999,900

 1,400

 -

 ( 1,400
)

 -

 Balance,
 January 1, 2022, restated

 -

 -

 24,000,000

 2,400

 -

 ( 3,883,076
)

 ( 3,880,676
)

 Net
 income

 -

 -

 -

 -

 -

)

)

 Balance
 – December 31, 2022, restated

 -

 -

 24,000,000

 2,400

 -

 ( 6,322,614
)

 ( 6,320,214
)

 distributions

 -

 -

 -

 -

 -

)

)

 Forgiveness
 of stockholder loans

)

)

 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

 -

 -

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

 ( 94,747
)

 ( 667,963
)

)

 Net
 loss

 -

 -

 -

 -

 -

)

)

 Balance
 – December 31, 2023, restated

 25,000

 $

 31,874,662

 $
 3,187

 $
 -

 $
 ( 10,779,475
)

 $
 ( 10,776,288
)

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

 F- 5

 ECD
AUTOMOTIVE DESIGN, INC

 CONSOLIDATED
STATEMENT OF CASH FLOWS

 Year
 Ended December 31

 2023

 2022

 Cash Flows from Operating Activities:

 Net
 loss

 $
)

 $
)

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

 Depreciation
 and amortization expenses

 Loss
 on sale of asset

 -

 112,792

 Amortization
 of right-to-use asset

 330,110

 154,004

 Amortization
 of debt discount

 72,335

 -

 Provision
 for credit losses

 Changes
 in operating assets and liabilities:

 receivable

 491,993

 ( 127,125
)

 Other
 receivable

 209,810

 37,797

 ( 1,813,841
)

 ( 2,573,950
)

 Prepaid
 and other current assets

 ( 25,571
)

 ( 1,685
)

 tax asset

 ( 838,055
)

 -

 Deposit

 ( 1,700
)

 -

 199,536

 439,774

 536,944

 61,299

 revenue and customer deposits

 ( 1,302,767
)

 5,526,117

 Other

 1,299,337

 191,059

 Lease
 liability

 ( 247,492
)

 42,169

 Net
 cash (used in) provided by operating activities

 ( 1,995,942
)

 1,496,605

 Cash
 Flows from Investing Activities:

 Proceeds
 from sale of asset

 -

 30,000

 Purchase
 of assets

 ( 499,316
)

 ( 539,730
)

 Net
 cash used in investing activities

 ( 499,316
)

 ( 509,730
)

 Cash
 Flows from Financing Activities:

 Repayment
 of loan payable

 ( 500,000
)

 -

 Proceeds
 from convertible note

 13,700,000

 -

 Debt
 issuance costs

 ( 3,088,884
)

 -

 and liabilities assumed from Business Combination

)

 -

 Issuance
 of preferred and common shares, net of issuance costs

 95,537

 -

 Loan
 to stockholders

 -

)

 Cash
 distributed to stockholders

)

 -

 Net
 cash provided by (used in) financing activities

 7,114,586

)

 Net
 increase in cash and cash equivalents

 4,619,328

 706,240

 Cash
 and cash equivalents, beginning of year

 3,514,883

 2,808,643

 Cash
 and cash equivalents, end of year

 $
 8,134,211

 $
 3,514,883

 Supplemental
 Disclosures of Cash Flow Information:

 Cash
 paid for interest

 $
 95,681

 $
 -

 Supplemental
 disclosure of noncash cash flow information

 Initial
 classification of warrant liabilities

 $

 $
 -

 Initial
 classification of conversion option liability

 $
 2,724

 $
 -

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

 $
 196,797

 $
 4,050,612

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

 F- 6

 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.

 2.
CORRECTION OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

 In
November 2024, in connection with the Company's re-audit of the Company's consolidated financial statements for the year
ended December 31, 2023 and 2022, the Company's management identified the following misstatements in the Company's previously
reported interim financial statements included in the Company's Original Report:

 Corrections
 to the December 31, 2021 opening balance sheet relating to the prior cut-off of revenue recognition caused an increase to accounts
 receivable and deferred revenue in 2022.

 Inventory
 – Reconciliation of inventory resulted in a reduction of inventory primarily related to (1) a write off of shipping and
 consumables, (2) decrease in inventory overhead allocation to inventory and (3) a cut-off adjustment for finished goods inventory.

 Resale
 Commissions income – Resale commissions income represents the commissions earned on vehicles that are traded in and resold
 by the Company. A reconciliation of customer accounts caused a decrease to resale commissions income.

 and other liabilities – certain accruals were adjusted based on better information being received at the time of the re-audit.

 In
accordance with SEC Staff Accounting Bulletin No. 99, "Materiality," and SEC Staff Accounting Bulletin No. 108, "Considering
the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements," the Company evaluated
the corrections and has determined that the related impacts were material to the previously filed financial statements that contained
the errors, reported in the Original Filing (the "Affected Quarterly Period"). Therefore, on July 29, 2024, the audit committee
of the Company's board of directors (the "Audit Committee") of the Company, after discussion with the Company's
management, who consulted with the Company's independent registered public accounting firm, concluded that the previously issued
financial statements that contained the error should no longer be relied upon and should be restated to correct the errors. As such,
the Company is reporting the restatement to the Affected Periods in this Form 10K-A.

 F- 7

 Impact
of the Restatement

 The
impact of the restatement on the financial statements for the Affected Periods is presented below. In addition to the below, the related
notes to the consolidated financial statements have also been adjusted as appropriate to reflect the impact of the restatements.

31, 2022

 The
impact of the restatements on the line items within the previously reported Audited Consolidated Balance Sheets for the years ended December
31, 2023 and 2022 previously filed is as follows:

 Balance Sheet as of December 31, 2022

 As Previously

 Accounts receivable, net

 $
 -

 $
 615,555

 $
 615,555

 $
 6,065,612

 $
 1,728,313

 $
 7,793,925

 Prepaid and other current assets

 $
 68,419

 $
 220,651

 $
 289,070

 Total current assets

 $
 9,858,723

 $
 2,564,520

 $
 12,423,243

 Property and equipment, net

 $
 570,824

 $
 ( 8,280
)

 $
 562,544

 Total assets

 $
 14,402,141

 $
 2,556,240

 $
 16,958,381

 Accounts payable

 $
 486,816

 $
 212,093

 $
 698,909

 Accrued expenses

 $
 193,424

 $
 49,327

 $
 242,751

 Deferred revenue

 $
 14,166,030

 $
 3,327,598

 $
 17,493,628

 Other payable

 $
 362,234

 $
 ( 111,708
)

 $
 250,526

 Total current liabilities

 $
 15,411,627

 $
 3,477,310

 $
 18,888,937

 Total liabilities

 $
 19,801,285

 $
 3,477,310

 $
 23,278,595

 Additional paid in capital

 $
 2,474

 $
)

 $
 -

 Accumulated deficit

 $
 ( 5,404,018
)

 $
 ( 918,596
)

 $
 ( 6,322,614
)

 Total stockholders' deficit

 $
 ( 5,399,144
)

 $
 ( 921,070
)

 $
 ( 6,320,214
)

 Total liabilities and stockholders' deficit

 $
 14,402,141

 $
 2,556,240

 $
 16,958,381

 Balance
 Sheet as of December 31, 2023

 As

 As

 $
 11,799,304

 $
 ( 2,191,538
)

 $
 9,607,766

 Total
 current assets

 $
 19,967,521

 $
 ( 2,191,538
)

 $
 17,775,983

 and equipment, net

 $
 968,677

 $
 ( 55,580
)

 $
 913,097

 tax asset

 $
 515,444

 $
 322,611

 $

 Total
 assets

 $
 25,292,623

 $
 ( 1,924,507
)

 $
 23,368,116

 $
 768,812

 $
 129,633

 $
 898,445

 $
 687,000

 $
 92,695

 $
 779,695

 revenue

 $
 17,596,512

 $
 ( 1,405,651
)

 $
 16,190,861

 Other

 $
 1,533,815

 $
 16,048

 $
 1,549,863

 Total
 current liabilities

 $
 20,901,042

 $
 ( 1,167,275
)

 $
 19,733,767

 liabilities, at fair value

 $
 -

 $

 $

 Conversion
 option liability, at fair value

 $
 -

 $
 2,724

 $
 2,724

 note

 $
 10,683,452

 $
 ( 29,008
)

 $
 10,654,444

 Total
 liabilities

 $
 35,311,676

 $
 ( 1,167,275
)

 $
 34,144,401

 deficit

 $
 ( 10,022,240
)

 $
 ( 757,235
)

 $
 ( 10,779,475
)

 Total
 stockholders' deficit

 $
 ( 10,019,053
)

 $
 ( 757,235
)

 $
 ( 10,776,288
)

 Total
 liabilities and stockholders' deficit

 $
 25,292,623

 $
 ( 1,924,507
)

 $
 23,368,116

 F- 8

 The
impact of the restatements on the line items within the previously reported Audited Consolidated Statement of Operations for the years
ended December 31, 2023 and 2022 previously filed in is as follows:

 Statement of Operations for the year ended December 31, 2022

 As Previously

 Revenue, net

 $
 12,343,745

 $
 ( 2,725,816
)

 $

 Cost of goods sold

 $
 10,648,868

 $
 ( 1,995,893
)

 $
 8,652,975

 Gross profit

 $
 1,694,877

 $
 ( 729,923
)

 $
 964,954

 Sales and marketing expenses

 $
 299,388

 $
 106,058

 $
 405,446

 General and administrative expenses

 $
 3,285,140

 $
 ( 194,716
)

 $
 3,090,424

 $
 -

 $

 $

 Depreciation and amortization expenses

 $
 72,303

 $
 ( 13,411
)

 $

 Total operating expenses

 $
 3,656,831

 $
 ( 87,069
)

 $
 3,569,762

 Loss from operations

 $
 ( 1,961,954
)

 $
 ( 642,854
)

 $
 ( 2,604,808
)

 Loss on sale of asset

 $
 ( 56,454
)

 $
 ( 56,338
)

 $
 ( 112,792
)

 Consignment income

 $
 539,659

 $
 ( 238,723
)

 $
 300,936

 Other income (expense), net

 $
 38,699

 $
 ( 42,573
)

 $
 ( 3,874
)

 Total other income, net

 $
 502,904

 $
 ( 337,634
)

 $
 165,270

 Net loss

 $
 ( 1,459,050
)

 $
 ( 980,488
)

 $
)

 Net loss per common share, basic and diluted

 $
 ( 0.06
)

 $
 ( 0.04
)

 $
 ( 0.10
)

 Statement
 of Operations for the year ended December 31, 2023

 As

 As

 Revenue,
 net

 $
 15,123,596

 $
 4,369,010

 $

 Cost
 of goods sold

 $
 10,874,358

 $
 4,095,325

 $
 14,969,683

 Gross
 profit

 $
 4,249,238

 $
 273,685

 $
 4,522,923

 Sales
 and marketing expenses

 $
 487,586

 $
 154,245

 $
 641,831

 and administrative expenses

 $
 5,240,230

 $
 ( 95,629
)

 $
 5,144,601

 Provision
 for credit losses

 $
 -

 $

 $

 Depreciation
 and amortization expenses

 $
 156,962

 $
 ( 8,199
)

 $

 Total
 operating expenses

 $
 5,884,778

 $
 173,979

 $
 6,058,757

 Loss
 from operations

 $
 ( 1,635,540
)

 $
 99,706

 $
 ( 1,535,834
)

 Consignment
 income

 $
 86,370

 $
 19,983

 $
 106,353

 Other
 income, net

 $
 85,142

 $
 ( 19,193
)

 $

 Total
 other income (expense), net

 $
 ( 481,917
)

 $

 $
 ( 481,127
)

 Loss
 before income tax benefit

 $
 ( 2,117,457
)

 $
 100,496

 $
 ( 2,016,961
)

 Income
 tax benefit

 $
 515,444

 $
 322,611

 $

 Net
 loss

 $
 ( 1,602,013
)

 $
 423,107

 $
)

 Net
 loss per common share, basic and diluted

 $
 ( 0.07
)

 $
 0.02

 $
 ( 0.05
)

 The
impact of the restatements on the line items within the previously reported Audited Consolidated Statements of Changes in Stockholders'
Deficit for the years ended December 31, 2023 and 2022, previously filed is as follows:

 Statement
 of Changes in Stockholders' Deficit for the year ended December 31, 2022

 As

 As

 Additional paid in capital:

 contributions

 $
 2,474

 $
)

 $
 -

 31, 2022, restated

 $
 2,474

 $
)

 $
 -

 Deficit:

 Balance – January
 1, 2022, restated

 $
 ( 3,662,933
)

 $
 ( 218,743
)

 $
 ( 3,881,676
)

 Balance – January
 1, 2022, restated

 $
 ( 3,664,333
)

 $
 ( 218,743
)

 $
 ( 3,883,076
)

 distributions

 $
)

 $
 280,635

 $
 -

 Net
 loss

 $
 ( 1,459,050
)

 $
 ( 980,488
)

 $
)

 31, 2022, restated

 $
 ( 5,404,018
)

 $
 ( 918,596
)

 $
 ( 6,322,614
)

 Total
 stockholders' deficit

 31, 2021, restated

 $
 ( 3,661,933
)

 $
 ( 218,743
)

 $
 ( 3,880,676
)

 contributions

 $
 2,474

 $
)

 $
 -

 Net
 loss

 $
 ( 1,459,050
)

 $
 ( 980,488
)

 $
)

 31, 2022, restated

 $
 ( 5,399,144
)

 $
 ( 921,070
)

 $
 ( 6,320,214
)

 F- 9

 Statement
 of Changes in Stockholders' Deficit for the year ended December 31, 2023

 As

 As

 Additional paid in capital:

 and liabilities assumed from the SPAC

 $
 ( 97,221
)

 $
 2,474

 $
 ( 94,747
)

 Deficit:

 distributions

 $
 ( 2,350,720
)

 $
 21,363

 $
)

 Forgiveness
 of stockholder loans

 $
 -

 $
)

 $
)

 and liabilities assumed from the SPAC

 $
 ( 665,489
)

 $
)

 $
 ( 667,963
)

 Net
 loss

 $
 ( 1,602,013
)

 $
 423,107

 $
)

 $
 ( 10,022,240
)

 $
 ( 757,235
)

 $
 ( 10,779,475
)

 Total
 stockholders' deficit

 distributions

 $
 ( 2,350,720

 $
 21,363

 $
)

 Net
 loss

 $
 ( 1,602,013
)

 $
 423,107

 $
)

 $
 ( 10,019,053
)

 $
 ( 757,235
)

 $
 ( 10,776,288
)

 The
impact of the restatements on the line items within the previously reported Audited Consolidated Statements of Cash Flows for the years
ended December 31, 2023 and 2022, previously filed is as follows:

 Statement
 of Cash Flows for the year ended December 31, 2022

 As

 As

 Net
 loss

 $
 ( 1,459,050
)

 $
 ( 980,488
)

 $
)

 Adjustments
 to reconcile net income to net cash

 Depreciation
 expense

 $
 72,303

 $
 ( 13,411
)

 $

 Provision
 for credit losses

 $
 -

 $

 $

 Loss
 on sale of asset

 $
 56,454

 $
 56,338

 $
 112,792

 Changes
 in operating assets and liabilities

 receivable

 $
 -

 $
 ( 127,125
)

 $
 ( 127,125
)

 $
 ( 703,330
)

 $
 ( 1,870,620
)

 $
 ( 2,573,950
)

 Prepaid
 and other current assets

 $
 ( 61,669
)

 $
 59,984

 $
 ( 1,685
)

 $
 227,682

 $
 212,092

 $
 439,774

 $
 41,953

 $
 19,346

 $
 61,299

 revenue and customer deposits

 $
 2,783,050

 $
 2,743,067

 $
 5,526,117

 Other

 $
 302,767

 $
 ( 111,708
)

 $
 191,059

 CASH
 PROVIDED BY OPERATING ACTIVITIES

 $
 1,494,130

 $
 2,475

 $
 1,496,605

 CASH
 FLOWS FROM FINANCING ACTIVITIES

 Cash
 contributed by stockholders

 $
)

 $
 2,474

 $
 -

 CASH
 USED IN FINANCING ACTIVITIES

 $
 ( 278,161
)

 $
)

 $
)

 Statement of Cash Flows for the year ended December 31, 2023

 As Previously

 Net loss

 $
 ( 1,602,013
)

 $
 423,107

 $
)

 Adjustments to reconcile net income to net cash

 Depreciation expense

 $
 156,962

 $
 ( 8,199
)

 $

 $
 -

 $

 $

 Changes in operating assets and liabilities

 Accounts receivable

 $
 ( 481,815
)

 $
 973,808

 $
 491,993

 $
 ( 5,733,692
)

 $
 3,919,851

 $
 ( 1,813,841
)

 Prepaid and other current assets

 $
 34,413

 $
 ( 59,984
)

 $
 ( 25,571
)

 Deferred tax asset

 $
 ( 515,444
)

 $
 ( 322,611
)

 $
 ( 838,055
)

 Accounts payable

 $
 281,319

 $
 ( 81,783
)

 $
 199,536

 Accrued expenses

 $
 493,576

 $
 43,368

 $
 536,944

 Deferred revenue and customer deposits

 $
 3,430,482

 $
 ( 4,733,249
)

 $
 ( 1,302,767
)

 Other payable

 $
 1,171,581

 $
 127,756

 $
 1,299,337

 CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES

 $
 ( 2,401,568
)

 $
 405,626

 $
 ( 1,995,942
)

 CASH FLOWS FROM INVESTING ACTIVITIES

 Purchase of assets

 $
 554,815

 $
 ( 55,499
)

 $
 499,316

 CASH FLOWS PROVIDED BY (USED IN INVESTING ACTIVITIES

 $
 554,815

 $
 ( 55,499
)

 $
 499,316

 CASH FLOWS FROM FINANCING ACTIVITIES

 Assets and liabilities assumed from Business Combination

 Cash distributed to stockholders

 $
 ( 97,221
)

 $
 ( 665,489
)

 $
)

 CASH USED IN FINANCING ACTIVITIES

 $
 ( 2,533,721
)

 $
 204,364

 $
)

 CASH USED PROVIDED BY(USED IN) FINANCING ACTIVITIES

 $
 7,575,712

 $
 ( 461,126
)

 $
 7,114,586

 F- 10

 3.
LIQUIDITY AND CAPITAL RESOURCES

 As
of December 31, 2023, the Company had cash and cash equivalents of approximately $ 8.1 million and working capital deficit of approximately
$ 2.0 million.

 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.

 Based
on the cash balance of $8.1 million and the positive forecasted cash flow from operations, after interest payments, the Company has determined
that the Company's sources of liquidity will be sufficient to meet the Company's financing requirements for the one-year
period from the issuance of the consolidated financial statements.

 4.
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.

 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- 11

 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, 2023 and 2022, the
Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such
accounts.

Recognition

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, 2023 and 2022.

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 delivered 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- 12

 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.

 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.

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.

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- 13

 Disaggregation
of Revenue

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

 Year
 Ended December 31

 2023

 2022

 Parts

 $
 41,341

 $
 98,694

 Builds

 19,317,837

 9,345,535

 30,950

 31,469

 102,478

 142,231

 Total revenues, net

 $

 $

 Contract
Liability and remaining performance obligations

 2023

 2022

 Beginning balance, January 1

 $
 17,493,628

 $
 11,932,645

 Additional deposits received

 17,454,370

 14,991,842

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

 ( 18,757,137
)

 ( 9,430,859
)

 Ending balance, December 31

 $
 16,190,861

 $
 17,493,628

 As of December 31, 2023 and 2022, the Company
had customer deposits in the amount of $ 8,326,469 and $ 10,043,817, respectively and deferred revenue of $ 7,864,392 and $ 7,449,811. 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.

Receivable and Allowance for Doubtful 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 $ 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. The Company had trade accounts receivable of $ 630,555 as of December 31,
2022, and a recorded allowance for doubtful accounts of $ 15,000, resulting in a net trade accounts receivable balance of $ 615,555.

 No
one customer exceeded 10% of accounts receivable as of December 31, 2023. As of December 31, 2022, amounts due from four customers exceeded
10% of accounts receivable individually and totaled approximately 94% of accounts receivable in the aggregate.

 Other
Receivable

 Other
receivable represents the Employee Retention Tax Credit receivable ("ERTC receivable") of $ 0 and $ 209,810 as of December
31, 2023 and 2022, respectively.

 The
Employee Retention Credit (ERC) is a refundable tax credit for businesses that continued to pay employees while shut down due to the
COVID-19 pandemic or had significant declines in gross receipts from March 13, 2020 to December 31, 2021. Eligible employers can claim
the ERC on an original or adjusted employment tax return for a period within those dates.

 F- 14

 For
2021, the employee retention credit (ERC) is a quarterly tax credit against the employer's share of certain payroll taxes. The
tax credit is 70 % of the first $ 10,000 in wages per employee in each quarter of 2021, capped at $ 7,000 per employee per calendar quarter.
The Company calculated the 2021 ERC based on the criteria above. Qualifying wages were reduced by the funds received from Payroll Protection
Program.

 The
Internal Revenue Service approved all ERC filings as submitted and the final payment was received in January of 2023.

 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.

and Equipment

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

 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, 2023 and 2022.

 Sales
and Marketing

 The
Company follows the policy of charging the costs of sales and marketing to expense as incurred. The Company charged to operations $ 641,831
and $ 405,446 as sales and marketing costs for the years ended December 31, 2023 and 2022, 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- 15

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.

 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, 2023 and 2022, all potentially dilutive securities were not included in the calculation of diluted net
income (loss) per share as their effect would be anti-dilutive.

 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- 16

 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.

 Reclassification

 Certain
prior period amounts have been reclassified to conform to the current period presentation in the consolidated financial statements and
these accompanying notes. The reclassifications did not have a material impact on the Company's consolidated financial statements
and related disclosures. The impact on any prior period disclosures was immaterial.

 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.

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- 17

 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.

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. The Company is currently evaluating the impact of this accounting
standard update on its 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. The adoption of this standard is not expected to
have a material impact on the Company's consolidated financial statements and related disclosures.

 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. The adoption of this standard is not expected to have a material
impact on the Company's consolidated financial statements and related disclosures.

 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.

 F- 18

 In
June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments (Topic 326). This standard requires a new
method for recognizing credit losses that is referred to as the current expected credit loss ("CECL") method. The CECL method
requires the recognition of all losses expected over the life of a financial instrument upon origination or purchase of the instrument
unless the Company elects to recognize such instruments at fair value with changes in profit and loss (the fair value option). This standard
is effective for the Company for fiscal years beginning after December 15, 2022. The Company opted to early adopt ASU 2016-13 as of December
31, 2022 and the adoption did not have a material impact on the Company's consolidated financial statements.

 5.
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.

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- 19

 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

)

 Reverse
 recapitalization, net

 $
)

 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

 Combination shares

 5,374,662

 ECD

 26,500,000

 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

 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- 20

 6.
 INVENTORIES

consisted of the following:

 31,

 2023

 2022

 Inventory – work in progress

 $
 1,494,795

 $
 1,378,822

 Inventory – work in progress shipping
 and consumables

 373,979

 276,670

 Inventory – work in progress labor

 421,880

 347,773

 Resale inventory

 1,110,620

 -

 Overhead allocated to inventory

 458,258

 558,168

 Finished goods

 5,748,234

 5,232,492

 Total inventory

 $
 9,607,766

 $
 7,793,925

 7.
PREPAID AND OTHER CURRENT ASSETS

 Prepaid
and other current assets consisted of the following:

 31,

 2023

 2022

 Prepaid expenses

 $
 34,006

 $
 4,785

 Stockholder loans

 -

 280,635

 Advances to employees

 -

 3,650

 $
 34,006

 $
 289,070

 8.
PROPERTY AND EQUIPMENT

and equipment consisted of the following:

 31,

 2023

 2022

 Computer equipment

 $
 10,636

 $
 10,636

 Office furniture

 36,412

 36,412

 Manufacturing equipment

 647,875

 629,920

 Vehicles

 456,360

 —

 1,151,283

 676,968

 Less: accumulated depreciation

 ( 238,186
)

 ( 114,424
)

 $
 913,097

 $
 562,544

 Depreciation expense related to the Company's
property and equipment was $ 123,762 and $ 58,892 for the years ended December 31, 2023 and 2022, respectively, which were included in the
accompanying consolidated statements of operations.

 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. On January 1,
2022, the Company recorded right-to-use asset and lease liability of $ 3,889,555 using the Company's estimated incremental borrowing
rate of 6.3 %.

 F- 21

 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. The Company recorded a right-to-use asset and lease liability of $ 161,047 using
the Company's estimated incremental borrowing rate of 6.3 %.

 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 -$ 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 %.

 Maturity
analysis under the lease agreements are as follows:

 Total

 2024

 $
 557,703

 2025

 575,360

 2026

 535,719

 2027

 492,318

 2028

 508,885

 2029 and beyond

 2,765,250

 5,435,235

 Less: present value
 discount

 ( 1,393,149
)

 Lease liability

 $
 4,042,086

 Lease
expense for the years ended December 31, 2023 and 2022 was $ 591,588 and $ 189,893, respectively.

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

 The Years Ended

 2023

 2022

 Lease expenses

 Operating lease expenses

 $
 591,588

 $
 189,893

 Variable and other lease costs

 5,395

 -

 Total lease cost

 $
 596,983

 $
 189,893

 Other information

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

 Operating cash flows

 $
 506,783

 $
 91,392

 Weighted-average remaining lease term (in years):

 Operating leases

 9.53

 10.72

 Weighted-average discount rate:

 Operating leases

 6.3
 %

 6.3
 %

 10.
ACCRUED EXPENSES

expenses consisted of the following:

 2023

 2022

 Accrued commission

 $
 6,000

 $
 6,000

 Accrued interest

 113,000

 —

 Accrued bonuses

 150,000

 —

 Accrued expenses, other

 131,859

 —

 Warranty reserve

 89,430

 75,735

 Accrued payroll

 289,406

 161,016

 $
 779,695

 $
 242,751

 F- 22

 11.
OTHER PAYABLE

 Other
payable consisted of the following:

 2023

 2022

 PPG payable (as defined below)

 $
 167,042

 $
 238,026

 Income tax payable

 1,115,559

 —

 Share issuance liability

 250,000

 Other

 17,262

 12,500

 $
 1,549,863

 $
 250,526

 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 $ 167,042 and $ 238,026 recorded
as other payable in the accompanying consolidated balance sheet as of December 31, 2023 and 2022 respectively.

 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.

 F- 23

 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.

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 "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 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
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 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 Convertible Note also provides that the Company and its subsidiaries execute a guaranty (the "Guaranty") to guaranty
the obligations under the 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 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.

 The
Convertible Note includes an original issue discount of $ 2,119,209 and debt issuance costs of $ 3,088,883. As of December 31, 2023, the
Company recorded $ 42,901 of amortization expense of the debt discount in the consolidated statement of operations. The unamortized debt
discount is expected to be recognized over the next 35.5 months. As of December 31, 2023 and 2022, accrued interest on the Convertible
Note in the consolidated balance sheets was $ 113,000 and $ 0, respectively.

 The
Convertible Note contains an embedded conversion feature that requires bifurcation from the debt host as an embedded derivative under
ASC 815-10-15-83 "Definition of a Derivative". As a result, a portion of the proceeds representative of the fair value of
the embedded derivative is required to be attributed to the embedded feature at inception and will be remeasured each reporting period
with any changes in fair value recognized within earnings.

 F- 24

 The
table below summarizes the outstanding Convertible Note as of December 31, 2023 and 2022:

 2023

 2022

 Principal
 value of Convertible Note

 $
 15,819,209

 $
 -

 Debt
 discount, net of amortization

 ( 5,164,765
)

 $
 -

 Note payable

 $
 10,654,444

 $
 -

 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, 2023 and 2022, there were 1,091,525 Common Share
Warrants and 15,819 Preferred Share Warrants outstanding and no warrants outstanding, respectively.

 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 Comon 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, 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- 25

 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).

and liabilities subject to fair value measurements are as follows:

 As
 of December 31, 2023

 Level

 Level

 Level

 Total

 Liabilities

 Warrant liabilities – Common
 Share Warrants

 $
 -

 $
 -

 $

 $

 Warrant liabilities – Preferred Share

 -

 -

 -

 -

 Derivative Liability

 -

 -

 2,724

 2,724

 Total
 liabilities

 $
 -

 $
 -

 $
 29,007

 $
 29,007

 There
were no warrant liabilities or derivative liabilities as of December 31, 2022.

 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, 2023.

 Preferred

 Share

 2023

 Share

 2023

 Exercise price

 $
 17.58

 $
 11.50

 Share price

 $
 1.23

 $
 1.23

 Volatility

 40.65
 %

 40.65
 %

 Expected life

 1.00

 5.95

 Risk-free rate

 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.

 Share

 Preferred
 Share

 Liability

 Fair value as of December 31, 2022

 $
 -

 $
 -

 $
 -

 Initial measurement, December

 -

 Fair value as of December

 $

 $
 -

 $

 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.

 F- 26

 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

 Volatility

 40.65
 %

 Expected life

 2.95

 Risk-free rate

 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

 2,724

 Fair value as of December

 $
 2,724

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

 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
 2023

 Deferred:

 Federal

 $
 ( 656,193
)

 State and local

 ( 181,862
)

 Foreign

 ( 127,915
)

 Total
 deferred provision (benefit)

 ( 965,970
)

 in valuation allowance

 127,915

 Total
 provision (benefit) for income taxes

 $

 F- 27

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

 For
 the
 year ended
 2023

 Tax at statutory federal rate

 21.00
 %

 State income tax

 5.39
 %

 Change in tax status

 9.11
 %

 Foreign tax rate differential

 0.77
 %

 Valuation allowance

 ( 4.80
)%

 Other

 ( 0.04
)%

 Provision
 (benefit) for income taxes

 31.43
 %

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):

 2023

 Deferred tax assets:

 Net operating losses and tax credit carry-forward

 $
 708,879

 Lease liabilities

 1,024,083

 Organizational start-up costs

 176,689

 Bonus accrual

 38,017

 Warranty reserve

 22,666

 OID on convertible notes

 6,414

 Gross deferred tax asset

 $
 1,976,848

 Less valuation allowance

 ( 127,915
)

 Net deferred tax asset

 $
 1,848,933

 Deferred tax liabilities:

 Depreciation expense

 $
 57,417

 Right of use assets

 953,461

 Total deferred tax liability

 $
 1,010,878

 Net deferred tax asset (liability)

 $

 As
of December 31, 2023, the Company had federal net operating losses of approximately $ 2.3 million and state net operating loss carryforwards
of approximately $ 2.3 million. As of December 31, 2023, the Company had foreign net operating loss carryforwards of approximately
$ 0.5 million. The federal, state and foreign net operating loss carryforwards generated in tax year 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 only recorded a valuation allowance against its foreign deferred tax assets at December 31, 2023
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 year ended December 31, 2023 and in total, as of December 31, 2023 has recognized penalties and interest
of $ 0.

 F- 28

 As
of December 31, 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, 2023, the open tax years are December 31, 2022, 2021, and 2020.

 The
Company has no open tax audits with any taxing authority as of December 31, 2023.

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

 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 and 2022, there were 25,000 and no shares of preferred stock issued and outstanding, respectively. The 25,000 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- 29

 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.

 17.
STOCKHOLDERS' DEFICIT

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, 2023 and 2022, there were 31,899,663 shares and 24,000,000 shares of common stock issued and outstanding,
respectively. 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.

— 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, 2023,
there are 11,500,000 Public Warrants and 257,500 Private warrants outstanding.

 These
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.

 F- 30

 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.

 To further minimize potential
conflicts of interest, EFHT has agreed not to consummate a business combination with an entity that is affiliated with any of EFHT's
insiders unless EFHT obtains an opinion from an independent investment banking firm that the business combination is fair to EFHT's
unaffiliated stockholders from a financial point of view.

 Furthermore, in no event will
any of EFHT's existing officers, directors or insiders, or any entity with which they are affiliated, be paid any finder's
fee, consulting fee or other compensation prior to, or for any services they render in order to effectuate, the consummation of a business
combination.

 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 $ 247,1923 and $ 196,425 in 2022 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.

 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 provides
administrative services to ECD including the management of ECD's Warranty Department. Payments by ECD to Wallace USA under this
agreement amounted to $ 51,996 in 2022, respectively. As of the date of this annual report, we are in the process of entering into a written
agreement with Wallace USA on the terms mentioned in the immediately preceding sentence.

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

 Year Ended December 31

 Relationship

 2023

 2022

 Luxury Automotive Transport, Inc.

 Company owned by stockholder's relative

 $
 196,425

 $
 247,193

 British Food Stop

 Company owned by stockholders' relative

 16,336

 -

 Wallace USA

 Company owned by stockholder

 -

 51,996

 Karen Wallace

 Stockholder's relative

 -

 1,331

 Total expenses, net

 $
 212,761

 $
 300,520

 19.
SUBSEQUENT EVENTS

 Subsequent
events have been evaluated through 18, 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.

 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).

 F- 31

 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 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"), see ECD's Current Report on Form 8-K filed on April 5, 2024.

 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").

 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.

 F- 32

 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.

 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.

 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.

 F- 33

 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.

Sales of Securities

 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.

 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.

Financings from Defender SPV LLC

 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
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").

 F- 34

 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").

 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.

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.

 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").

 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.

 F- 35

 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"). 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

 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, Flordia (the "ODC Premises") for the operation of an ECD showroom for ECD vehicles and sale of ECD vehivles,
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.

 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.

 F- 36

 SIGNATURES

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:
 February 18, 2025

 ECD
 Automotive Design, Inc.

 /s/
 Scott Wallace

 Name:

 Scott
 Wallace

 Title:

 Chief
 Executive Officer

 (Principal
 Executive Officer)

 /s/
 Benjamin Piggott

 Name:

 Benjamin
 Piggott

 Title:

 Chief
 Financial Officer

 (Principal
 Financial and Accounting Officer)

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)

 Scott
 Wallace

 /s/
 Benjamin Piggott

 Chief
 Financial Officer (principal financial and accounting officer)

 Benjamin
 Piggott

 /s/
 Emily Humble

 Chief
 Product Officer and Director

 Emily

 /s/
 Patrick Lavelle

 Patrick
 Lavelle

 /s/
 Robert Machinist

 Robert
 Machinist

 /s/
 Thomas Wood

 Wood

 271824 271824 271824 271824 2471923 0001922858 true FY

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