SCHEDULE: Investment Group Restructures ECD Automotive Stake

An investment group led by ECDA Bitcoin Treasury LLC and SZOP Opportunities Management LLC has amended its beneficial ownership in ECD Automotive Design, Inc., maintaining a 9.9% stake.

Summary

• ECDA Bitcoin Treasury LLC and SZOP Opportunities Management LLC jointly report beneficial ownership of 377,527 shares of ECD Automotive Design, Inc. common stock.
• This represents 9.9% of the company's outstanding shares, calculated based on shares outstanding as of November 25, 2025, plus shares that may be acquired.
• The reported shares are those that may be purchased by ECDA Bitcoin Treasury LLC pursuant to an existing Equity Purchase Facility Agreement with ECD Automotive Design, Inc.
• The Equity Purchase Facility Agreement includes an 'Ownership Limitation' prohibiting beneficial ownership from exceeding 9.99% of outstanding shares.
• This amendment was filed due to SZOP Multistrat LP transferring its ownership interests in ECDA Bitcoin Treasury LLC to an affiliated entity, SZOP Opportunities Management LLC, on November 25, 2025.
• SZOP Multistrat LP, SZOP Multistrat Management LLC, Kerry Propper, and Antonio Ruiz-Gimenez are exiting as reporting persons as they no longer beneficially own shares within the meaning of Rule 13d-3.

Sentiment

Score: 6

Explanation: The filing indicates a continued passive investment by a significant institutional group and the existence of an equity purchase facility, which could be a source of future capital for the issuer. The changes are primarily internal restructuring within the investment group, maintaining a substantial stake.

Positives

• A significant institutional investor group maintains a substantial stake (9.9%) in ECD Automotive Design, Inc., indicating continued interest.
• The Equity Purchase Facility Agreement provides a potential source of capital for the issuer, at its sole discretion.

Negatives

• The beneficial ownership reported is based on shares that 'may be purchased' by the holding company, not currently held shares, which introduces a degree of uncertainty regarding actual current ownership.
• Several entities and individuals (SZOP Multistrat LP, SZOP Multistrat Management LLC, Kerry Propper, Antonio Ruiz-Gimenez) have exited as reporting persons, although this is due to an internal restructuring within the investment group.

Risks

• The actual purchase of shares under the Equity Purchase Facility Agreement is at the issuer's sole discretion, meaning the capital raise is not guaranteed.
• The Ownership Limitation of 9.99% restricts the extent to which the reporting persons can increase their beneficial ownership.

Future Outlook

The Equity Purchase Facility Agreement allows ECD Automotive Design, Inc. to potentially require ECDA Bitcoin Treasury LLC to purchase additional shares, up to the 9.99% ownership limitation, at the issuer's discretion. This suggests a potential future capital injection for the company.

Management Comments

• The common stock reported herein represents Shares that may be purchased by ECDA Bitcoin Treasury LLC pursuant to an Equity Purchase Facility Agreement between the Holding Company and the Issuer.
• This amendment is being filed in connection with SZOP Multistrat LP's transfer of its ownership interests in the Holding Company to an affiliated entity, SZOP Opportunities Management LLC on November 25, 2025.
• This amendment also serves as an exit filing for each of SZOP Multistrat LP, SZOP Multistrat Management LLC, Kerry Propper and Antonio Ruiz-Gimenez as those reporting persons no longer beneficially own Shares.
• The Purchase Agreement prohibits the Holding Company from purchasing any Shares, which, when aggregated with all other Shares then beneficially owned by the Holding Company and its affiliates, would result in the beneficial ownership by the Holding Company and its affiliates exceeding 9.99% of the Shares outstanding (the 'Ownership Limitation').
• The Reporting Persons are electing to file this Schedule 13G solely to the extent that, for the purposes of Rule 13d-3 of the Act, the Reporting Persons are deemed to beneficially own the Shares pursuant to the Purchase Agreement.
• Each of the Reporting Persons (and previous reporting persons) disclaim beneficial ownership of the Shares reported herein except to the extent of such Reporting Person's pecuniary interest, if any, therein.
• The securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities.

Industry Context

This filing reflects a common practice where institutional investors, particularly those involved in equity purchase facilities, disclose their beneficial ownership stakes. The restructuring within the investment group is an internal matter, but the continued commitment to the equity facility indicates a long-term, passive investment strategy in ECD Automotive Design, Inc.

Comparison to Industry Standards

• NA

Related Party Transactions

• The transfer of ownership interests from SZOP Multistrat LP to SZOP Opportunities Management LLC is described as a transfer to an 'affiliated entity', indicating an internal restructuring within the investment group.

Stakeholder Impact

• Shareholders: Provides transparency regarding a significant institutional investor's stake and the potential for future share purchases by this investor.
• Company (ECD Automotive Design, Inc.): The Equity Purchase Facility Agreement offers a potential source of capital, subject to the company's discretion.

Next Steps

• ECDA Bitcoin Treasury LLC may be required to purchase additional shares under the Equity Purchase Facility Agreement at the issuer's discretion, up to the 9.99% ownership limit.

Key Dates

Recommendation

This is a Schedule 13G amendment, primarily a compliance filing detailing a passive ownership stake and an internal restructuring within an investment group. It confirms a significant institutional investor's continued interest and the existence of an equity purchase facility, which could be a source of capital. However, it does not contain new financial performance data or strategic shifts that would warrant a strong buy or sell recommendation. The 'may be purchased' nature of the shares means the capital raise is not guaranteed. Therefore, a 'hold' recommendation is appropriate as it maintains the current position based on this disclosure.

Keywords

ECD Automotive Design, Inc., ECDA Bitcoin Treasury LLC, SZOP Opportunities Management LLC, Schedule 13G, beneficial ownership, equity purchase facility, institutional investment, passive investment, SEC filing