SCHEDULE: ECD Automotive Design Goes Private in ATW Partners Merger

ATW Partners and its affiliates have acquired 100% beneficial ownership of ECD Automotive Design, Inc. through an exchange and short-form merger, intending to delist the company.

Summary

• Reporting Persons (ATW Partners Opportunities Management, LLC, ATW Opportunities Master Fund II, L.P., Defender SPV LLC, Kerry Propper, and Antonio Ruiz-Gimenez) now beneficially own 100% of ECD Automotive Design, Inc.'s common stock, totaling 207,008,547 shares.
• This ownership was achieved through an exchange transaction on March 11, 2026, where 3,633 Series C Preferred Shares were exchanged for common stock at an effective rate of $0.0176 per share.
• A subsequent short-form merger converted all other outstanding common stock into the right to receive $0.0176 in cash per share, subject to appraisal rights, effectively taking the company private.
• The primary purpose of the transaction is to preserve the Reporting Persons' investment value, increase recovery from debt and preferred stock, and gain full control over the Issuer's management and future operations.
• The Reporting Persons intend to terminate the registration of the Issuer's securities under the Securities Exchange Act of 1934.
• They reserve the right to restructure the business, change legal domicile, alter board and management, pursue strategic transactions (including with affiliates), liquidate assets, and provide additional financing.

Sentiment

Score: 2

Explanation: StockSavvy.ai views this as a highly negative development for public shareholders, who are being cashed out at a very low price, while the controlling group consolidates ownership to pursue its own strategic objectives without public market obligations.

Positives

• Reporting Persons secured 100% control of ECD Automotive Design, Inc., allowing for full strategic flexibility and potential restructuring.
• The transaction aims to preserve and increase the recovery value of the Reporting Persons' existing investment in the Issuer's debt and preferred stock.
• The company will no longer incur costs associated with public company reporting and compliance once delisted.

Negatives

• Public shareholders (other than the Reporting Persons) were cashed out at $0.0176 per share, which may represent a significant loss for many investors, especially considering past conversion prices and open market sales by the Reporting Persons.
• The company's common stock will be delisted, removing liquidity and public trading opportunities for former shareholders.
• The transaction effectively eliminates minority shareholder interests and their ability to participate in future potential upside.

Risks

• The Reporting Persons intend to control the Issuer's management and may restructure the business, change legal domicile, alter the board and management, or pursue strategic transactions, which could significantly change the company's operations.
• There is a risk of liquidation of the business and/or assets, in whole or in part, at the sole discretion of the Reporting Persons.
• Potential for transactions with one or more of the Reporting Persons and/or their affiliates, which could raise conflict of interest concerns.
• The cash-out price of $0.0176 per share for public shareholders is significantly lower than some recent conversion prices (e.g., $0.19 to $0.25) and open market sale prices (e.g., $0.39) by Defender SPV LLC, indicating a potential loss for those shareholders.

Future Outlook

The Reporting Persons intend to terminate the registration of ECD Automotive Design, Inc.'s securities under the Securities Exchange Act of 1934. They reserve the right to restructure the business and management, including changes to legal domicile, board composition, management, and potentially engaging in strategic transactions, liquidations, or providing additional financing.

Management Comments

• "The purpose of the exchange transaction and the subsequent short-form merger... was to preserve the Reporting Persons' value of their investment in the Issuer and increase the likelihood of recovering proceeds with respect to certain debt and preferred stock owned directly or indirectly by the Reporting Persons."
• "As the sole owner of the Issuer, the Reporting Persons reserve the right to restructure the business and management of the Issuer and its subsidiaries, from time to time, as the Reporting Persons determine, in their sole discretion, as necessary and/or appropriate."
• "The Reporting Persons also expect to provide additional financing to the Issuer, from time to time, in one or more offerings, solely to the extent the Reporting Persons determine, in their sole discretion, such offerings are necessary and/or appropriate."

Industry Context

StockSavvy.ai notes that this transaction represents a classic 'going private' maneuver, often seen when a controlling shareholder or group seeks to gain full operational and strategic flexibility away from public market scrutiny and compliance costs. Such moves are common in situations where the public market valuation may not reflect the intrinsic value perceived by the controlling entity, or when significant restructuring is planned that would be more challenging under public ownership. The low cash-out price for public shareholders suggests the company may have been struggling or undervalued, making it an opportune time for the controlling group to consolidate ownership.

Comparison to Industry Standards

• The cash-out price of $0.0176 per share is significantly lower than recent conversion prices of Series C Preferred Shares to Common Stock by Defender SPV LLC, which ranged from $0.19 to $0.25 per share.
• The cash-out price is also substantially below some open market sale prices by Defender SPV LLC, which reached $0.39 per share in January 2026, indicating a poor outcome for public shareholders compared to recent market activity.
• This type of low-value cash-out for minority shareholders is often seen in distressed or underperforming companies, where the controlling entity consolidates ownership at a price reflecting severe financial challenges, ratherg than a premium for control.

Corporate Governance

Related Party Transactions

• The exchange transaction and subsequent short-form merger involved ATW Classic Equity LLC (a wholly-owned holding company of Defender SPV) and the Issuer, effectively consolidating ownership under the Reporting Persons.
• The Reporting Persons reserve the right to consummate strategic transactions, including acquisitions, dispositions, mergers, and/or joint ventures, with one or more of the Reporting Persons and/or one or more affiliates thereof.
• The Reporting Persons also reserve the right to consummate dividends and/or transfers of cash and/or assets of the Issuer and/or its subsidiaries to one or more of the Reporting Persons and/or one or more affiliates thereof.
• Several 'Additional Notes' were issued under the June 2025 SPA, indicating ongoing financing arrangements between the Issuer and the Reporting Persons.

Stakeholder Impact

• Shareholders (non-Reporting Persons): Will be cashed out at $0.0176 per share, losing their investment and any future participation in the company's potential growth. They also lose liquidity as the stock will be delisted.
• Reporting Persons: Gain full control and flexibility to restructure the company, aiming to preserve and recover their investment value.
• Employees: Potential for changes in management, business restructuring, or liquidation could impact employment stability and roles.
• Customers/Suppliers: Potential changes in business strategy, operations, or legal domicile could affect existing relationships, though the direct impact is not specified.
• Creditors: The transaction aims to increase the likelihood of recovering proceeds for debt holders (including the Reporting Persons), suggesting a focus on financial stability from the new owners' perspective.

Next Steps

• The Reporting Persons intend to cause the Issuer to terminate the registration of its securities under the Securities Exchange Act of 1934.
• The Reporting Persons reserve the right to restructure the business and management of the Issuer and its subsidiaries.
• Potential changes include altering the legal domicile, board of directors, management, and consummating strategic transactions (acquisitions, dispositions, mergers, joint ventures).
• Possible liquidation, in whole or in part, of the business and/or assets.
• Potential dividends and/or transfers of cash and/or assets to the Reporting Persons or their affiliates.
• The Reporting Persons expect to provide additional financing to the Issuer as deemed necessary.

Key Dates

Recommendation

The filing details a 'going private' transaction where public shareholders are being cashed out at a very low price of $0.0176 per share. This price is significantly below recent conversion and open market sale prices by the controlling entity, indicating a substantial loss for existing public investors. The company will be delisted, eliminating all liquidity and future upside potential for public shareholders. This is a definitive exit event at a disadvantageous price for minority shareholders, warranting a strong sell recommendation for any remaining public holdings.

Keywords

ECD Automotive Design, Schedule 13D, ATW Partners, Going Private, Merger, Delisting, Common Stock, Preferred Stock, Beneficial Ownership, Corporate Control, Investment Management, Shareholder Buyout