Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2024 | Jun. 26, 2024 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Interactive Data Current | Yes | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2024 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
Entity Information [Line Items] | ||
Entity Registrant Name | ECD AUTOMOTIVE DESIGN, INC. | |
Entity Central Index Key | 0001922858 | |
Entity File Number | 001-41497 | |
Entity Tax Identification Number | 86-2559175 | |
Entity Incorporation, State or Country Code | DE | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Shell Company | false | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Contact Personnel [Line Items] | ||
Entity Address, Address Line One | 4390 Industrial Lane | |
Entity Address, City or Town | Kissimmee | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 34758 | |
Entity Phone Fax Numbers [Line Items] | ||
City Area Code | (407) | |
Local Phone Number | 483-4825 | |
Entity Listings [Line Items] | ||
Entity Common Stock, Shares Outstanding | 31,999,662 | |
Common Stock | ||
Entity Listings [Line Items] | ||
Title of 12(b) Security | Common Stock | |
Trading Symbol | ECDA | |
Security Exchange Name | NASDAQ | |
Warrants | ||
Entity Listings [Line Items] | ||
Title of 12(b) Security | Warrants | |
Trading Symbol | ECDAW | |
Security Exchange Name | NASDAQ |
Unaudited Condensed Consolidate
Unaudited Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 5,560,321 | $ 8,134,211 |
Inventories | 10,914,086 | 11,799,304 |
Prepaid and other current assets | 346,657 | 34,006 |
Total current assets | 16,821,064 | 19,967,521 |
Property and equipment, net | 981,801 | 968,677 |
Deferred tax asset | 515,444 | |
Right-to-use asset | 3,675,559 | 3,763,294 |
Deposit | 77,686 | 77,686 |
TOTAL ASSETS | 21,556,110 | 25,292,622 |
Current liabilities: | ||
Accounts payable | 995,777 | 768,808 |
Accrued expenses | 1,330,255 | 687,000 |
Deferred revenue | 13,983,645 | 17,596,512 |
Deferred tax liability | 16,836 | |
Lease liability, current | 324,791 | 314,903 |
Other payable | 1,465,098 | 1,533,815 |
Total current liabilities | 18,116,402 | 20,901,038 |
Lease liability, non-current | 3,641,602 | 3,727,182 |
Convertible note, net of debt discount | 11,117,460 | 10,683,452 |
Total liabilities | 32,875,464 | 35,311,672 |
Redeemable preferred stock, $0.0001 par value, 20,000,000 authorized shares; 25,000 shares issued and outstanding as of March 31, 2024 and December 31, 2023 | 3 | 3 |
Stockholders’ deficit: | ||
Common stock, $0.0001 par value, 1,000,000,000 authorized shares; 31,899,662 shares and 31,874,662 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively | 3,190 | 3,187 |
Additional paid-in capital | 249,997 | |
Accumulated deficit | (11,572,544) | (10,022,240) |
Total Stockholders’ Deficit | (11,319,357) | (10,019,053) |
TOTAL LIABILITIES, REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT | $ 21,556,110 | $ 25,292,622 |
Unaudited Condensed Consolida_2
Unaudited Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, shares issued | 25,000 | 25,000 |
Preferred stock, shares outstanding | 25,000 | 25,000 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued | 31,899,662 | 31,874,662 |
Common stock, shares outstanding | 31,899,662 | 31,874,662 |
Unaudited Condensed Consolida_3
Unaudited Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Statement [Abstract] | ||
Revenue | $ 8,308,039 | $ 2,707,326 |
Cost of goods sold (exclusive of depreciation expense shown below) | 5,831,100 | 2,403,234 |
Gross profit | 2,476,939 | 304,092 |
Operating expenses | ||
Advertising and marketing expenses | 343,409 | 105,220 |
General and administrative expenses | 2,176,945 | 1,316,507 |
Depreciation expense | 47,654 | 27,308 |
Total operating expenses | 2,568,008 | 1,449,035 |
Income (loss) from operations | (91,069) | (1,144,943) |
Other income (expense) | ||
Interest expense | (970,777) | |
Foreign exchange loss | (4,704) | |
Other income (expense), net | 48,526 | 22,377 |
Total other (expense) income, net | (926,955) | 22,377 |
Loss before income taxes | (1,018,024) | (1,122,566) |
Income tax expense | (532,280) | |
Net loss | $ (1,550,304) | $ (1,122,566) |
Net loss per common share, basic (in Dollars per share) | $ (0.05) | $ (0.05) |
Weighted average number of common shares outstanding, basic (in Shares) | 31,896,640 | 24,000,000 |
Unaudited Condensed Consolida_4
Unaudited Condensed Consolidated Statements of Operations (Parentheticals) - $ / shares | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Statement [Abstract] | ||
Net loss per common share, diluted | $ (0.05) | $ (0.05) |
Weighted average number of common shares outstanding, diluted | 31,896,640 | 24,000,000 |
Unaudited Condensed Consolida_5
Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Deficit - USD ($) | Preferred Stock Redeemable | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at Dec. 31, 2022 | $ 2,400 | $ 2,474 | $ (5,404,018) | $ (5,399,144) | |
Balance (in Shares) at Dec. 31, 2022 | 24,000,000 | ||||
Stockholder distributions | (66,773) | (66,773) | |||
Net loss | (1,122,566) | (1,122,566) | |||
Balance at Mar. 31, 2023 | $ 2,400 | 2,474 | (6,593,357) | (6,588,483) | |
Balance (in Shares) at Mar. 31, 2023 | 24,000,000 | ||||
Balance at Dec. 31, 2023 | $ 3 | $ 3,187 | (10,022,240) | (10,019,053) | |
Balance (in Shares) at Dec. 31, 2023 | 25,000 | 31,874,662 | |||
Issuance of common shares | $ 3 | 249,997 | 250,000 | ||
Issuance of common shares (in Shares) | 25,000 | ||||
Net loss | (1,550,304) | (1,550,304) | |||
Balance at Mar. 31, 2024 | $ 3 | $ 3,190 | $ 249,997 | $ (11,572,544) | $ (11,319,357) |
Balance (in Shares) at Mar. 31, 2024 | 25,000 | 31,899,662 |
Unaudited Condensed Consolida_6
Unaudited Condensed Consolidated Statement of Cash Flows - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Cash flows from operating activities: | ||
Net loss | $ (1,550,304) | $ (1,122,566) |
Adjustments to reconcile net income to net cash provided by (used in) operating activities | ||
Depreciation expense | 47,654 | 27,308 |
Noncash lease expense | 87,735 | 73,732 |
Amortization of debt discount | 434,008 | |
Deferred tax expense | 532,280 | |
Equity compensation expense | 117,500 | |
Changes in operating assets and liabilities: | ||
Other receivables | 209,810 | |
Inventories | 885,218 | (1,109,988) |
Prepaid and other current assets | (312,651) | 3,396 |
Deposit | (1,700) | |
Accounts payable | 226,969 | 30,506 |
Accrued expenses | 643,255 | (113,841) |
Deferred revenue | (3,612,867) | 1,015,270 |
Other payable | 63,783 | (84,592) |
Lease liability | (75,692) | (37,142) |
Net cash used in operating activities | (2,513,112) | (1,109,809) |
Cash flows from investing activities: | ||
Purchase of assets | (60,778) | (12,418) |
Net cash used in investing activities | (60,778) | (12,418) |
Cash flows from financing activities: | ||
Cash distributed to stockholders | (66,773) | |
Net cash provided by (used in) financing activities | (66,773) | |
Net decrease in cash and cash equivalents | (2,573,890) | (1,189,000) |
Cash and cash equivalents, beginning of period | 8,134,211 | 3,514,882 |
Cash and cash equivalents, end of period | 5,560,321 | 2,325,882 |
Supplemental cash flow disclosure: | ||
Cash paid for interest | 112,737 | |
Supplemental disclosure of noncash cash flow information | ||
Record right-to-use asset and lease liability per ASC 842 | $ 196,796 |
Nature of Operations
Nature of Operations | 3 Months Ended |
Mar. 31, 2024 | |
Nature of Operations [Abstract] | |
NATURE OF OPERATIONS | 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 vehicles. 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 4 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 on its economic performance and the obligation to absorb losses or receive benefits significant to them. |
Liquidity and Capital Resources
Liquidity and Capital Resources | 3 Months Ended |
Mar. 31, 2024 | |
Liquidity and Capital Resources [Abstract] | |
LIQUIDITY AND CAPITAL RESOURCES | 2. LIQUIDITY AND CAPITAL RESOURCES As of March 31, 2024, the Company had cash and cash equivalents of approximately $5.6 million and a working capital deficit of approximately $1.3 million. The Company’s primary source of operating funds since the Company’s inception in 2013 has been from cash receipts from sales and proceeds from loans. Immediately prior to the closing of the Business Combination on December 12, 2023, the Company executed and delivered to Defender SPV LLC (the “Lender”) a senior secured convertible note (the “Convertible Note”), in exchange for a loan in the principal amount of $15,819,209, net of debt discount of $5,135,757. See Note 11 for further information. 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 has granted the First National Bank of Pasco a security interest for the payment of the indebtedness. See Note 15 for further information. Based on the cash balance of $5.6 million and the positive forecasted cash flow from operations, and the availability under the revolving line of credit, 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 condensed consolidated financial statements. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2024 | |
Summary of Significant Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying condensed 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 GAAP, expressed in U.S. dollars. In the opinion of management, all adjustments necessary for a fair presentation of such unaudited condensed consolidated financial statements have been included. All such adjustments consisted of all normal recurring items, including the elimination of all intercompany transactions and balances. References to GAAP issued by the FASB in these accompanying notes to the consolidated financial statements are to the FASB Accounting Standards Codification (“ASC”). The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (U.S. GAAP) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Certain information and footnote disclosures normally included in financial statements prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) have been condensed or omitted pursuant to such rules and regulations. These operating results are not necessarily indicative of the results that may be expected for the year ending December 31, 2024. These unaudited interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2023 included in the 2023 Form 10-K, with the exception of presentation of restated interim results included in Note 2 and 17 of the Form 10-K. The December 31, 2023 condensed consolidated balance sheet included herein was derived from the December 31, 2023 audited consolidated balance sheet included in the 2023 Form 10-K. After the filing of the Company’s 2023 Form 10-K management determined there was a misallocation of revenue and expenses in the unaudited interim financial information contained in Note 2 and 17 of the Form 10-K, resulting in first quarter 2023 revenue being understated by $53,176, cost of goods sold being understated by $612,967 and other expenses being overstated by $15,859. The misallocation did not result in a change to the full year consolidated financial statements and has been corrected herein for the three months ended March 31, 2023. 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 those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, these financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates. Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. 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 March 31, 2024 and December 31, 2023, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Revenue Recognition Revenue is recognized when the Company transfers promised goods or services to the customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. In determining the appropriate amount of revenue to be recognized as the Company fulfills its obligations under the agreement, the Company performs the following steps: (i) identification of the promised goods or services in the contract; (ii) determination of whether the promised goods or services are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. The Company only applies the five-step model to contracts when it is probable that it will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. Product Revenue – 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. Warranty and Other Revenue The Company also 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. The Company generates revenue through providing repair services to customers. The Company agrees with the customer on a budget. There is a single performance obligation, which is the Company’s promise to perform the retrofit, repair work on the vehicle. The entire transaction price is allocated to this single performance obligation. Service revenue is recognized when the repair work is completed, and the customer receives the vehicle. Product Limited Warranty Consistent with industry practice, the Company generally offers customers a limited warranty for work performed on the vehicle under the builds/sales contract. The customers do not have a contractual right of return. The Company only offers a limited warranty for the work performed on the vehicle under the contract. If a customer disputes any work performed, the Company will attempt to remedy the work, however, it shall not be required to discount the transaction price. The Company considered this an assurance-type warranty and not a separate performance obligation. Warranty Reserve The Company provides for the estimated cost of product warranties at the time revenue is recognized. While the Company engages in product quality programs and processes, including quality control test driving vehicles, the warranty obligation is affected by historical warranty costs per vehicle. Should actual costs differ from the Company’s estimates, revisions to increase or decrease the estimated warranty liability may be required. Other Revenue Policies Sales, value add, and other taxes collected on behalf of third parties are excluded from revenue. Applying the practical expedient in paragraph ASC 606-10-32-18, the Company does not assess whether a contract has a significant financing component if the expectation at contract inception is that the period between payment by the customer and the transfer of the promised products to the customer will be one year or less, which is the case with substantially all customers. Applying the practical expedient in ASC 606-10-25-18B, the Company accounts for shipping and handling activities related to contracts with customers as costs to fulfill the promise to transfer the associated products. The Company records the related costs as part of the cost of goods good. Disaggregation of Revenue The following table summarizes the Company’s net revenues disaggregated by product category: Three Months Ended 2024 2023 Builds 8,217,647 2,651,251 Warranty and other 90,392 56,075 Total revenues, net $ 8,308,039 $ 2,707,326 Deferred revenue and remaining performance obligation: March 31, December 31, Beginning balance, January 1 $ 17,596,512 $ 14,166,030 Additional deposits received 4,604,780 8,212,166 Revenue Recognized during the year at a point-in-time (8,217,647 ) (4,781,684 ) Ending balance $ 13,983,645 $ 17,596,512 As of March 31, 2024 and December 31, 2023, in addition to the customer deposits noted above, the Company has $9,935,252 and $12,253,253, respectively of contract consideration allocated to performance obligations not yet completed, which are not reflected on the accompanying unaudited condensed consolidated balance sheets. 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. Inventories Work in progress, work in progress – shipping and consumables, and work in progress – labor costs reported in inventories are carried at the lower of cost or net realizable value. Cost is determined on the basis of the direct and indirect costs that are directly attributable. The measurement of 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. As of March 31, 2024 and December 31, 2023, inventory was $10,914,086 and $11,799,304, respectively. Property and Equipment Property and equipment are stated at cost, less accumulated depreciation. Depreciation is calculated using the straight-line method over the asset’s estimated useful life of 5 to 15 years. Expenditures for maintenance and repairs are expensed as incurred. When retired or otherwise disposed, the related carrying value and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition is reflected in earnings. Long-Lived Assets The Company follows a “primary asset” approach to determine the cash flow estimation period for a group of assets and liabilities that represents the unit of accounting for a long-lived asset to be held and used. Long-lived assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less cost to sell. The Company evaluates the recoverability of long-lived assets based upon forecasted undiscounted cash flows. Should impairment in value be indicated, the carrying value of the assets will be adjusted, based on estimates of future discounted cash flows resulting from the use and ultimate disposition of the asset. No impairments were recognized for the three months ended March 31, 2024 and 2023. Advertising and Marketing The Company follows the policy of charging the costs of advertising to expense as incurred. The Company charged operations $343,409 and $105,220 as advertising and marketing costs for the three months ended March 31, 2024 and 2023, respectively. Income taxes Prior to the Business Combination on December 12, 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 an S corporation resulting in a change in tax status for federal and state income tax purposes. The Company follows the asset and liability method of accounting for income taxes under ASC Topic 740, Income Taxes (“ASC 740”). Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The Company records deferred tax assets to the extent management believes that it is more likely than not that these assets will be realized in the future. Future realization of deferred income tax assets (meaning, items that may provide tax deductions in future periods) requires evidence that there will be sufficient taxable income in those future periods, or within any carryback periods available under tax law. The Company evaluates the realizability of its deferred tax assets on a quarterly basis. The majority of the Company’s deferred tax assets are comprised of income tax carryforwards, including federal and state net operating loss carryforwards (“NOLs”), fixed assets, leases 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. These carryforwards do not have expirations, but may be subject to certain limitations. While the Company remains in a financial reporting loss position based on a cumulative pre-tax loss for the three-year period ended March 31, 2024, the determination of the valuation allowance is based on its evaluation of the periods over which future taxable items are expected to be utilized to offset tax loss and deduction carryforward items in those future periods. That is, future forecasts of our taxable income are not considered in the evaluation of realizability of its deferred tax assets. Therefore, changes in its deferred tax asset valuation allowances will primarily be affected by changes in the estimates of the time periods over which those future taxable items will occur. In assessing the realizability of the Company’s DTAs, the Company has recorded a valuation allowance of $863,833 on its net deferred tax assets for the period ending March 31, 2024, which represents an increase of $784,214 compared to the valuation allowance of $79,619 at December 31, 2023. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. Management has evaluated the Company’s tax positions, including its previous status as a pass-through entity for federal and state tax purposes, and has determined that the Company has taken no uncertain tax positions that require adjustment to the condensed consolidated financial statements. The Company’s reserve related to uncertain tax positions was zero as of March 31, 2024 and December 31, 2023. Management has evaluated the Company’s tax positions, including its previous status as a pass-through entity for federal and state tax purposes, and has determined that the Company has taken no uncertain tax positions that require adjustment to the consolidated financial statements. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2024 and December 31, 2023. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. 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 three months ended March 31, 2024 and 2023, all potentially dilutive securities were not included in the calculation of diluted net income (loss) per share as their effect would be anti-dilutive. 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 other payables 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. Warrants The Company determines the accounting classification of warrants it issues as either liability or equity classified by first assessing whether the warrants meet liability classification in accordance with ASC 480-10, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity (“ASC 480”), then in accordance with ASC 815-40 (“ASC 815”), Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock. Under ASC 480, warrants are considered liability classified if the warrants are mandatorily redeemable, obligate the Company to settle the warrants or the underlying shares by paying cash or other assets, or warrants that must or may require settlement by issuing variable number of shares. If warrants do not meet liability classification under ASC 480, the Company assesses the requirements under ASC 815, which states that contracts that require or may require the issuer to settle the contract for cash are liabilities recorded at fair value, irrespective of the likelihood of the transaction occurring that triggers the net cash settlement feature. If the warrants do not require liability classification under ASC 815, and in order to conclude equity classification, the Company also assesses whether the warrants are indexed to its Common Stock and whether the warrants are classified as equity under ASC 815 or other applicable GAAP. After all relevant assessments, the Company concludes whether the warrants are classified as liability or equity. 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. Stock-based compensation The Company accounts for its stock-based compensation awards in accordance with Accounting Standards Codification (“ASC”) Topic 718, Compensation-Stock Compensation (“ASC 718”). ASC 718 requires all stock-based payments to employees and non-employees including grants of stock options, to be recognized as expense in the statements of operations based on their grant date fair values. The Company periodically issues common stock and common stock options to consultants for various services. 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. New Accounting Pronouncements Adopted Accounting Pronouncements In September 2022, the Financial Accounting Standards Board (“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 adoption did not have a material impact on the Company’s unaudited condensed 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 unaudited condensed 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. The Company adopted the standard on January 1, 2024 with no impact on its unaudited condensed consolidated financial statements. Recent Accounting Pronouncements 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 chief operating decision maker (“CODM”) evaluates segment expenses and operating results. The new guidance requires public entities to disclose, on an annual and interim basis, significant segment expenses that are regularly provided to the CODM, the amount and composition of other segment items by reportable segment, any additional measures of a segment’s profit or loss used by the CODM when assessing performance and deciding how to allocate resources, and the CODM’s title and position. Additionally, public entities will be required to provide in interim periods all disclosures about a reportable segment’s profit or loss that are currently required annually by Topic 280. This standard is effective on a retrospective basis for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of adopting this standard on its 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. |
Recapitalization
Recapitalization | 3 Months Ended |
Mar. 31, 2024 | |
Recapitalization [Abstract] | |
RECAPITALIZATION | 4. RECAPITALIZATION As discussed in Note 1, “Nature of Operations”, On December 12, 2023, ECD completed the business combination (the “Business Combination”) contemplated by the merger agreement, dated as of March 3, 2023 (the “Merger Agreement”) by and among EFHT, Humble Imports Inc., d/b/a ECD Auto Design, a Florida corporation (“Humble” or “ECD”), ECD Auto Design UK, Ltd., an England and Wales corporation (the “ECD UK”), EFHAC Merger Sub, Inc., a Florida corporation (“Merger Sub”) and wholly-owned subsidiary of EFHT, and Scott Wallace, as the Securityholder Representative. The Merger Agreement was previously reported on the Current Report on Form 8-K filed by EFHT with the SEC on March 6, 2023. At the Closing, pursuant to the terms of the Merger Agreement and after giving effect to the redemptions of shares of EFHT Common Stock: ● the total consideration paid at the Closing (the “Merger Consideration”) by EFHT to Humble security holders was 26,500,000 shares of Company Common Stock, 25,000 shares of Company Preferred Stock, a warrant to purchase 1,091,525 shares of Company Common Stock, and a warrant to purchase 15,819 shares of Company Preferred Stock, (the “Securities Consideration”), and a cash payment of $2,000,000 pro rata to the former security holders of Humble (the “Cash Consideration” and, collectively with the Securities Consideration, the “Merger Consideration”); ● each share of Merger Sub common stock, par value $0.0001 per share (“Merger Sub Common Stock”), issued and outstanding immediately prior to the Effective Time was converted into one newly issued share of Company Common Stock of the Surviving Corporation. Following the filing of a Certificate of Merger with the Florida Department of State, Merger Sub merged with and into Humble with Humble as the surviving corporation, effective December 12, 2023. Thus, Humble became a wholly-owned subsidiary of the Company. In connection with the Merger, the Company changed its name to “ECD Automotive Design, Inc.” Although EFHAC was the legal acquirer of ECD in the merger, ECD is deemed to be the accounting acquirer, and the historical financial statements of ECD became the basis for the historical financial statements of the Company upon the closing of the merger. ECD was determined to be the accounting acquirer based on evaluation of the following facts and circumstances: ● ECD’s existing stockholders have the greatest voting interest in the combined company; ● ECD’s existing stockholders have the ability to control decisions regarding election and removal of directors and officers of the combined company; ● ECD is the larger entity in terms of substantive operations and employee base; ● ECD comprises the ongoing operations of the combined company; and ● ECD’s existing senior management is the senior management of the combined company. In accordance with guidance applicable to these circumstances, the equity structure has been restated in all comparable periods up to December 12, 2023, to reflect the number of shares of the Company’s common stock, $0.0001 par value per share, issued to ECD’s stockholders in connection with the merger. As such, the shares and corresponding capital amounts and earnings per share related to ECD’s common stock prior to the merger have been retroactively restated as shares reflecting the exchange ratio established in the merger. The following table reconciles the elements of the Business Combination to the condensed consolidated statement of changes in stockholders’ deficit for the year ended December 31, 2023: Cash-trust and cash, net of redemptions $ 241,329 Less: transaction expenses paid (241,329 ) Net proceeds from the Business Combination — Less: recognition of SPAC closing balance sheet (762,710 ) Reverse recapitalization, net $ (762,710 ) The number of shares of Common Stock issued 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) 775,000 Business Combination shares 5,399,662 ECD Shares 26,500,000 Common Stock immediately after the Business Combination 31,899,662 The number of ECD shares was determined as follows: ECD ECD Class A Common Stock (before Defender SPV shares) 100 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). Redemptions 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 total redemptions of 11,477,525 shares of EFHAC Class A common stock for aggregate payments of $119,759,997. |
Inventories
Inventories | 3 Months Ended |
Mar. 31, 2024 | |
Inventories [Abstract] | |
INVENTORIES | 5. INVENTORIES Inventories consisted of the following: March 31, December 31, Inventory – work in progress $ 3,633,204 $ 2,842,470 Inventory – work in progress shipping and consumables 381,620 332,105 Inventory – work in progress labor 801,782 448,280 Resale inventory 1,200,620 1,110,620 Finished goods 4,896,860 7,065,829 $ 10,914,086 $ 11,799,304 Overhead costs allocated to inventory were $269,249 and $185,150 for the three months ended March 31, 2024 and 2023, respectively. |
Prepaids and Other Current Asse
Prepaids and Other Current Assets | 3 Months Ended |
Mar. 31, 2024 | |
Prepaids and Other Current Assets [Abstract] | |
PREPAIDS AND OTHER CURRENT ASSETS | 6. PREPAIDS AND OTHER CURRENT ASSETS Prepaid and other current assets consisted of the following: March 31, December 31, 2024 2023 Prepaid expenses other assets $ 4,548 $ 34,006 Prepaid insurance 342,109 - $ 346,657 $ 34,006 |
Property and Equipment
Property and Equipment | 3 Months Ended |
Mar. 31, 2024 | |
Property and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | 7. PROPERTY AND EQUIPMENT Property and equipment consisted of the following: March 31, December 31, 2024 2023 Computer equipment $ 98,787 $ 72,175 Office furniture 45,713 36,412 Manufacturing equipment 676,632 654,858 Vehicles 456,360 456,360 Building improvements 3,092 - 1,280,584 1,219,805 Less: accumulated depreciation (298,783 ) (251,128 ) $ 981,801 $ 968,677 Depreciation expense related to the Company’s property and equipment was $47,654 and $27,308 for the three months ended March 31, 2024 and 2023, respectively, which were included in the accompanying consolidated statements of operations. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2024 | |
Leases [Abstract] | |
LEASES | 8. LEASES The Company leases population of its right of use asset and lease liabilities is related to leased office space in Kissimmee, Florida and the UK and beginning on March 23, 2024 a leased warehouse in Kissimmee, Florida. Some of these real estate leases require variable payments of property taxes, insurance, and common area maintenance, in addition to base rent. ROU assets at March 31, 2024 were $3,675,559. Current and long-term operating lease liabilities were $324,791 and $3,641,602 at March 31, 2024, respectively. Quantitative information regarding the Company’s leases is as follows: Three Months Ended 2024 2023 Lease cost Operating lease cost $ 150,278 $ 138,567 Variable and other lease costs 8,828 6,492 Total lease cost $ 159,106 $ 145,059 Other information Cash paid for the amounts included in the measurement of lease liabilities for operating leases: Operating cash flows $ 138,235 $ 101,978 Weighted-average remaining lease term (in years): Operating leases 9.23 9.88 Weighted-average discount rate: Operating leases 6.3 % 6.3 % Maturity analysis under the lease agreement is as follows: Total 2024 $ 419,467 2025 575,360 2026 535,720 2027 492,318 2028 and beyond 3,274,183 5,297,048 Less: present value discount (1,330,655 ) Lease liability $ 3,966,393 |
Accrued Expenses
Accrued Expenses | 3 Months Ended |
Mar. 31, 2024 | |
Accrued Expenses [Abstract] | |
ACCRUED EXPENSES | 9. ACCRUED EXPENSES Accrued expenses consisted of the following: March 31, December 31, Accrued convertible note interest 533,898 113,000 Accrued bonuses - 150,000 Accrued expenses, other 510,593 137,859 Warranty reserve 108,565 89,430 Accrued payroll 177,199 196,711 $ 1,330,255 $ 687,000 |
Other Payable
Other Payable | 3 Months Ended |
Mar. 31, 2024 | |
Other Payable [Abstract] | |
OTHER PAYABLE | 10. OTHER PAYABLE Other payable consisted of the following: March 31, December 31, PPG payable (as defined below) $ 117,611 $ 168,256 EFHAC income tax payable 1,115,559 1,115,559 Other 231,927 250,000 $ 1,465,098 $ 1,533,815 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 purchase of the third party’s products in the amount of $1,506,349 (“PPG Payable”). The Company shall use the $277,642 as working capital or otherwise in the operation of the Company’s business. The outstanding balance on the PPG payable was $117,611 and $168,256 recorded as other payable in the accompanying consolidated balance sheet as of March 31, 2024 and December 31, 2023, respectively. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2024 | |
Debt [Abstract] | |
DEBT | 11. DEBT Securities Purchase Agreement On October 6, 2023 the Company entered into a Securities Purchase Agreement (the “SPA”) with an institutional Lender (the “Lender”) pursuant to which the Company issued to the Lender a senior secured convertible note (the “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. For the three months ended March 31, 2024 and 2023, the Company recorded $434,008 and $0 The table below summarizes the outstanding Convertible Note as of March 31, 2024 and December 31, 2023: March 31, December 31, Principal value of Convertible Note $ 15,819,209 $ 15,819,209 Debt discount, net of amortization (4,701,749 ) (5,135,757 ) Convertible Note payable $ 11,117,460 $ 10,683,452 |
Redeemable Preferred Stock
Redeemable Preferred Stock | 3 Months Ended |
Mar. 31, 2024 | |
Redeemable Preferred Stock [Abstract] | |
REDEEMABLE PREFERRED STOCK | 12. 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 March 31, 2024 and December 31, 2023, there were 25,000 shares of preferred stock issued and outstanding. 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. 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. |
Stockholders_ Equity
Stockholders’ Equity | 3 Months Ended |
Mar. 31, 2024 | |
Stockholders’ Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | 13. STOCKHOLDERS’ EQUITY Common stock 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. Warrants - 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. Share-based Compensation The Company has adopted the Equity Incentive Plan, which plan was approved by stockholders at the Special Meeting. The purposes of the Plan is to promote the interests of the Company and the stockholders of Company by providing (i) executive officers and other employees of the Company and its Subsidiaries (as defined below), (ii) certain consultants and advisors who perform services for the Company and its Subsidiaries and (iii) non-employee members of the Board with appropriate incentives and rewards to encourage them to enter into and continue in the employ and service of the Company and to acquire a proprietary interest in the long-term success of the Company, as well as to reward the performance of these individuals in fulfilling their personal responsibilities for long-range and annual achievements. Eligible individuals under the Plan may receive awards of Options, Stock Appreciation Rights, Restricted Stock or Restricted Stock Units, Performance Awards and Other Stock-Based Awards. The maximum number of shares reserved for the grant of awards under the Plan shall be 400,000. No recipient under the Plan may be awarded more than 100,000 shares in any calendar year, and the maximum number of shares underlying awards of Options and Stock Appreciation Rights that may be granted to an Award Recipient in any calendar year is 100,000. The authority to manage the operation of and administer the Plan shall be vested in a committee (the “Committee”), which shall have all the powers vested in it by the terms of the Plan, including exclusive authority to select the participants to the Plan; to make awards; to determine the type, size, terms and timing of the awards (which need not be uniform); to accelerate the vesting of awards granted pursuant to the Plan, including upon the occurrence of a change of control of the Company; to prescribe the form of the award agreement; to modify, amend or adjust the terms and conditions of any award; to adopt, alter and repeal such administrative rules, guidelines and practices governing the Plan as it shall, from time to time, deem advisable; to interpret the terms and provisions of the Plan and any award issued pursuant to the Plan. The Committee shall be selected by the Board of Directors and shall consist solely of non-employee directors within the meaning of Rule 16b-3 and are outside directors within the meaning of Code Section 162(m). Grants may be made under the Plan through the tenth (10th) anniversary of the date it is adopted by the Board and approved by the Committee. Awards outstanding as of the date of termination of the Plan shall not be affected or impaired by the termination of the Plan. As of March 31, 2024, no awards were granted. Each of its four non-employee directors are expected to receive a one-time grant of stock options to purchase up to 15,000 shares of Common Stock, exercisable at a purchase price which shall be equal to 110% of the price per share of the Common Stock at the Closing Date. In addition, the Company has entered into a consulting agreement whereby it expects to issue 100,000 fully paid up non-forfeitable shares of restricted common stock in the second quarter. All shares of Company restricted common stock will be subject to a 12-month lock up from the time of issuance. The agreement also provides for incentive shares as follows: ● If within six (6) months of the Effective Date of the Agreement, investors hold 2.5 million or more shares of Company common stock as a result of the investor relations firm introductions, the Company will issue 25,000 shares of restricted Company common stock to the investor relation firm with in ten (10) days of achieving such milestone. ● If within six (6) months of the Effective Date of the Agreement, investors hold 5.0 million or more shares of Company common stock as a result of the investor relations firm introductions, the Company will issue 25,000 shares of restricted Company common stock to the investor relation firm with in ten (10) days of achieving such milestone. ● If within six (6) months of the Effective Date of the Agreement, investors hold 10.0 million or more shares of Company common stock as a result of the investor relations firm introductions, the Company will issue 25,000 shares of restricted Company common stock to the investor relation firm with in ten (10) days of achieving such milestone. ● If within nine (9) months of the Effective Date of the Agreement the ten (10) day Volume Weighted Average Price (“VWAP”) of Company common stock equals or exceeds $1.90 per share, the Company will issue 50,000 shares of restricted Company common stock to the investor relations firm within ten (10) days of achieving such milestone. All VWAP calculations shall exclude a ten (10) day trading period following any publicly announced M&A transaction. ● If within twelve (12) months of the Effective Date of the Agreement the ten (10) day Volume Weighted Average Price (“VWAP”) of Company common stock equals or exceeds $3.90 per share, the Company will issue 50,000 shares of restricted Company common stock to the investor relations firm on the twelve (12) month anniversary of the Effective Date. All VWAP calculations shall exclude a ten (10) day trading period following any publicly announced M&A transaction. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2024 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | 14. RELATED PARTY TRANSACTIONS The Company has entered into an independent contractor agreement with Luxury Automotive Transport, Inc. The owner of Luxury Automotive Transport, Inc. is the father of one of the Company’s Directors as well as an officer of the Company, both of which were Founders of the Company. ECD secures the services of a specialized contractor to handle the transportation and delivery of their custom luxury vehicles, ensuring these tasks are managed by a company with substantial expertise in this area. Per the agreement, the customer delivery rate is $1.45/mile, and transportation rate is 1.25/mile. As a result of the agreements, the Company recorded expenses of $24,590 and $46,733 for the three months ended March 31, 2024 and 2023, respectively. As of March 31, 2024 and December 31, 2023, there were no outstanding amounts owed under these agreements. The Company has no commercial agreement with British Food Stop. British Food Stop sells breakfast and lunch to employees via a food truck on site. The owners of British Food Stop are the parents of one of the Company’s Directors who was also a Founder of the Company.. For the three months ended March 31, 2024 and 2023, the Company recorded expenses totaling $28,766 and $0, respectively. As of March 31, 2024 and December 31, 2023, there was $1,857 and $0 outstanding to British Food Stop, in accounts payable in the accompanying unaudited condensed consolidated balance sheet. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2024 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 15. SUBSEQUENT EVENTS Subsequent events have been evaluated through June 27, 2024, which represents the date the financial statements were available to be issued, and no events, other than discussed below have occurred through that date that would impact the financial statements. On April 3, 2024, the Company entered into an Asset Purchase Agreement (the “Original Asset Purchase Agreement”) with BNMC Continuation Cars LLC, an Oklahoma limited liability company and David W. Miller II (collectively “Sellers”), pursuant to which the Company agreed to purchase certain assets from Sellers in exchange for $1.5 million (the “Purchase Price”). The Purchase Price was to be paid to Sellers by the issuance of such number of shares of common stock of the Company, par value $0.0001 per share (“Common Stock”), equal to (a) the Purchase Price divided by (b) the closing price of the Common Stock on the five month anniversary of the closing date. On April 24, 2024, the Company 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) the 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”). As of June 24, 2024, the Sellers provided the Company referrals of three additional new vehicle builds, which were accepted by the Company in accordance with the A&R Asset Purchase Agreement. Accordingly, the A&R Purchase Price under the A&R Asset Purchase Agreement is fixed at $1,250,000, which will be paid by the Company through the issuance of Consideration Shares to the Sellers within three (3) business days of September 24, 2024. Certain events of default under the Convertible Note and the Series A Convertible Preferred Stock have occurred based on the following: the Company’s failure to have its resale registration statement on Form S-1 declared effective by the SEC within sixty (60) days of December 12, 2023, the financial statements of the Company’s subsidiary for the years ended December 31, 2022 and 2021 and the quarterly periods ended March 31, 2023, June 30, 2023 and September 30, 2023 were required to be restated, the fact that the Company did not file its Annual Report on Form 10-K for year ended December 31, 2023 (the “Form 10-K”) within two (2) trading days of the filing due date for the Form 10-K and the Company did not file its Quarterly Report on Form 10-Q for quarterly period ended March 31, 2024 (the “Form 10-Q”) within two (2) trading days of the filing due date for the Form 10-Q. The Convertible Note and the Series A Convertible Preferred Stock each provide for certain remedies based upon the occurrence of an event of default. The Company has spoken with the lender under the Convertible Note who is also the holder of the Series A Convertible Preferred Stock and plans to attempt to negotiate and enter into a default waiver agreement with the lender. 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 Series A Convertible Preferred Stock 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. On May 9, 2024, the Company issued 100,000 shares of common stock to an investor relations firm pursuant to the Agreement executed in February 2024. See Note 13. 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 has granted the First National Bank of Pasco a security interest 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 18, 2024, the payoff including accrued interest is approximately $740,000. 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 $100,000, based on the closing stock price on June 12, 2024. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) | $ (1,550,304) | $ (1,122,566) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 31, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Summary of Significant Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying condensed 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 GAAP, expressed in U.S. dollars. In the opinion of management, all adjustments necessary for a fair presentation of such unaudited condensed consolidated financial statements have been included. All such adjustments consisted of all normal recurring items, including the elimination of all intercompany transactions and balances. References to GAAP issued by the FASB in these accompanying notes to the consolidated financial statements are to the FASB Accounting Standards Codification (“ASC”). The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (U.S. GAAP) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Certain information and footnote disclosures normally included in financial statements prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) have been condensed or omitted pursuant to such rules and regulations. These operating results are not necessarily indicative of the results that may be expected for the year ending December 31, 2024. These unaudited interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2023 included in the 2023 Form 10-K, with the exception of presentation of restated interim results included in Note 2 and 17 of the Form 10-K. The December 31, 2023 condensed consolidated balance sheet included herein was derived from the December 31, 2023 audited consolidated balance sheet included in the 2023 Form 10-K. After the filing of the Company’s 2023 Form 10-K management determined there was a misallocation of revenue and expenses in the unaudited interim financial information contained in Note 2 and 17 of the Form 10-K, resulting in first quarter 2023 revenue being understated by $53,176, cost of goods sold being understated by $612,967 and other expenses being overstated by $15,859. The misallocation did not result in a change to the full year consolidated financial statements and has been corrected herein for the three months ended March 31, 2023. |
Emerging Growth Company Status | 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 those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, these financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates. |
Use of Estimates | Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. 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 | 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 | 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 | 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 March 31, 2024 and December 31, 2023, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Revenue Recognition | Revenue Recognition Revenue is recognized when the Company transfers promised goods or services to the customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. In determining the appropriate amount of revenue to be recognized as the Company fulfills its obligations under the agreement, the Company performs the following steps: (i) identification of the promised goods or services in the contract; (ii) determination of whether the promised goods or services are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. The Company only applies the five-step model to contracts when it is probable that it will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. Product Revenue – 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. Warranty and Other Revenue The Company also 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. The Company generates revenue through providing repair services to customers. The Company agrees with the customer on a budget. There is a single performance obligation, which is the Company’s promise to perform the retrofit, repair work on the vehicle. The entire transaction price is allocated to this single performance obligation. Service revenue is recognized when the repair work is completed, and the customer receives the vehicle. Product Limited Warranty Consistent with industry practice, the Company generally offers customers a limited warranty for work performed on the vehicle under the builds/sales contract. The customers do not have a contractual right of return. The Company only offers a limited warranty for the work performed on the vehicle under the contract. If a customer disputes any work performed, the Company will attempt to remedy the work, however, it shall not be required to discount the transaction price. The Company considered this an assurance-type warranty and not a separate performance obligation. Warranty Reserve The Company provides for the estimated cost of product warranties at the time revenue is recognized. While the Company engages in product quality programs and processes, including quality control test driving vehicles, the warranty obligation is affected by historical warranty costs per vehicle. Should actual costs differ from the Company’s estimates, revisions to increase or decrease the estimated warranty liability may be required. Other Revenue Policies Sales, value add, and other taxes collected on behalf of third parties are excluded from revenue. Applying the practical expedient in paragraph ASC 606-10-32-18, the Company does not assess whether a contract has a significant financing component if the expectation at contract inception is that the period between payment by the customer and the transfer of the promised products to the customer will be one year or less, which is the case with substantially all customers. Applying the practical expedient in ASC 606-10-25-18B, the Company accounts for shipping and handling activities related to contracts with customers as costs to fulfill the promise to transfer the associated products. The Company records the related costs as part of the cost of goods good. Disaggregation of Revenue The following table summarizes the Company’s net revenues disaggregated by product category: Three Months Ended 2024 2023 Builds 8,217,647 2,651,251 Warranty and other 90,392 56,075 Total revenues, net $ 8,308,039 $ 2,707,326 Deferred revenue and remaining performance obligation: March 31, December 31, Beginning balance, January 1 $ 17,596,512 $ 14,166,030 Additional deposits received 4,604,780 8,212,166 Revenue Recognized during the year at a point-in-time (8,217,647 ) (4,781,684 ) Ending balance $ 13,983,645 $ 17,596,512 As of March 31, 2024 and December 31, 2023, in addition to the customer deposits noted above, the Company has $9,935,252 and $12,253,253, respectively of contract consideration allocated to performance obligations not yet completed, which are not reflected on the accompanying unaudited condensed consolidated balance sheets. 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. |
Inventories | Inventories Work in progress, work in progress – shipping and consumables, and work in progress – labor costs reported in inventories are carried at the lower of cost or net realizable value. Cost is determined on the basis of the direct and indirect costs that are directly attributable. The measurement of 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. As of March 31, 2024 and December 31, 2023, inventory was $10,914,086 and $11,799,304, respectively. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost, less accumulated depreciation. Depreciation is calculated using the straight-line method over the asset’s estimated useful life of 5 to 15 years. Expenditures for maintenance and repairs are expensed as incurred. When retired or otherwise disposed, the related carrying value and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition is reflected in earnings. |
Long-Lived Assets | Long-Lived Assets The Company follows a “primary asset” approach to determine the cash flow estimation period for a group of assets and liabilities that represents the unit of accounting for a long-lived asset to be held and used. Long-lived assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less cost to sell. The Company evaluates the recoverability of long-lived assets based upon forecasted undiscounted cash flows. Should impairment in value be indicated, the carrying value of the assets will be adjusted, based on estimates of future discounted cash flows resulting from the use and ultimate disposition of the asset. No impairments were recognized for the three months ended March 31, 2024 and 2023. |
Advertising | Advertising and Marketing The Company follows the policy of charging the costs of advertising to expense as incurred. The Company charged operations $343,409 and $105,220 as advertising and marketing costs for the three months ended March 31, 2024 and 2023, respectively. |
Income taxes | Income taxes Prior to the Business Combination on December 12, 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 an S corporation resulting in a change in tax status for federal and state income tax purposes. The Company follows the asset and liability method of accounting for income taxes under ASC Topic 740, Income Taxes (“ASC 740”). Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The Company records deferred tax assets to the extent management believes that it is more likely than not that these assets will be realized in the future. Future realization of deferred income tax assets (meaning, items that may provide tax deductions in future periods) requires evidence that there will be sufficient taxable income in those future periods, or within any carryback periods available under tax law. The Company evaluates the realizability of its deferred tax assets on a quarterly basis. The majority of the Company’s deferred tax assets are comprised of income tax carryforwards, including federal and state net operating loss carryforwards (“NOLs”), fixed assets, leases 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. These carryforwards do not have expirations, but may be subject to certain limitations. While the Company remains in a financial reporting loss position based on a cumulative pre-tax loss for the three-year period ended March 31, 2024, the determination of the valuation allowance is based on its evaluation of the periods over which future taxable items are expected to be utilized to offset tax loss and deduction carryforward items in those future periods. That is, future forecasts of our taxable income are not considered in the evaluation of realizability of its deferred tax assets. Therefore, changes in its deferred tax asset valuation allowances will primarily be affected by changes in the estimates of the time periods over which those future taxable items will occur. In assessing the realizability of the Company’s DTAs, the Company has recorded a valuation allowance of $863,833 on its net deferred tax assets for the period ending March 31, 2024, which represents an increase of $784,214 compared to the valuation allowance of $79,619 at December 31, 2023. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. Management has evaluated the Company’s tax positions, including its previous status as a pass-through entity for federal and state tax purposes, and has determined that the Company has taken no uncertain tax positions that require adjustment to the condensed consolidated financial statements. The Company’s reserve related to uncertain tax positions was zero as of March 31, 2024 and December 31, 2023. Management has evaluated the Company’s tax positions, including its previous status as a pass-through entity for federal and state tax purposes, and has determined that the Company has taken no uncertain tax positions that require adjustment to the consolidated financial statements. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2024 and December 31, 2023. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. |
Loss Per Share | 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 three months ended March 31, 2024 and 2023, all potentially dilutive securities were not included in the calculation of diluted net income (loss) per share as their effect would be anti-dilutive. |
Leases | 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 | 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 other payables 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 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. |
Warrants | Warrants The Company determines the accounting classification of warrants it issues as either liability or equity classified by first assessing whether the warrants meet liability classification in accordance with ASC 480-10, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity (“ASC 480”), then in accordance with ASC 815-40 (“ASC 815”), Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock. Under ASC 480, warrants are considered liability classified if the warrants are mandatorily redeemable, obligate the Company to settle the warrants or the underlying shares by paying cash or other assets, or warrants that must or may require settlement by issuing variable number of shares. If warrants do not meet liability classification under ASC 480, the Company assesses the requirements under ASC 815, which states that contracts that require or may require the issuer to settle the contract for cash are liabilities recorded at fair value, irrespective of the likelihood of the transaction occurring that triggers the net cash settlement feature. If the warrants do not require liability classification under ASC 815, and in order to conclude equity classification, the Company also assesses whether the warrants are indexed to its Common Stock and whether the warrants are classified as equity under ASC 815 or other applicable GAAP. After all relevant assessments, the Company concludes whether the warrants are classified as liability or equity. 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. |
Stock-based compensation | Stock-based compensation The Company accounts for its stock-based compensation awards in accordance with Accounting Standards Codification (“ASC”) Topic 718, Compensation-Stock Compensation (“ASC 718”). ASC 718 requires all stock-based payments to employees and non-employees including grants of stock options, to be recognized as expense in the statements of operations based on their grant date fair values. The Company periodically issues common stock and common stock options to consultants for various services. |
Reclassification | 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 | 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. |
New Accounting Pronouncements | New Accounting Pronouncements Adopted Accounting Pronouncements In September 2022, the Financial Accounting Standards Board (“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 adoption did not have a material impact on the Company’s unaudited condensed 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 unaudited condensed 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. The Company adopted the standard on January 1, 2024 with no impact on its unaudited condensed consolidated financial statements. Recent Accounting Pronouncements 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 chief operating decision maker (“CODM”) evaluates segment expenses and operating results. The new guidance requires public entities to disclose, on an annual and interim basis, significant segment expenses that are regularly provided to the CODM, the amount and composition of other segment items by reportable segment, any additional measures of a segment’s profit or loss used by the CODM when assessing performance and deciding how to allocate resources, and the CODM’s title and position. Additionally, public entities will be required to provide in interim periods all disclosures about a reportable segment’s profit or loss that are currently required annually by Topic 280. This standard is effective on a retrospective basis for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of adopting this standard on its 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. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Summary of Significant Accounting Policies [Abstract] | |
Schedule of Revenues Disaggregated by Product Category | The following table summarizes the Company’s net revenues disaggregated by product category: Three Months Ended 2024 2023 Builds 8,217,647 2,651,251 Warranty and other 90,392 56,075 Total revenues, net $ 8,308,039 $ 2,707,326 |
Schedule of Deferred Revenue and Remaining Performance Obligation | Deferred revenue and remaining performance obligation: March 31, December 31, Beginning balance, January 1 $ 17,596,512 $ 14,166,030 Additional deposits received 4,604,780 8,212,166 Revenue Recognized during the year at a point-in-time (8,217,647 ) (4,781,684 ) Ending balance $ 13,983,645 $ 17,596,512 |
Recapitalization (Tables)
Recapitalization (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Recapitalization [Abstract] | |
Schedule of Consolidated Statement of Changes in Stockholders’ Deficit | The following table reconciles the elements of the Business Combination to the condensed consolidated statement of changes in stockholders’ deficit for the year ended December 31, 2023: Cash-trust and cash, net of redemptions $ 241,329 Less: transaction expenses paid (241,329 ) Net proceeds from the Business Combination — Less: recognition of SPAC closing balance sheet (762,710 ) Reverse recapitalization, net $ (762,710 ) |
Schedule of Number of Shares of Common Stock Issued Immediately Following the Consummation of the Business Combination | The number of shares of Common Stock issued 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) 775,000 Business Combination shares 5,399,662 ECD Shares 26,500,000 Common Stock immediately after the Business Combination 31,899,662 |
Schedule of Number of ECD Shares | The number of ECD shares was determined as follows: ECD ECD Class A Common Stock (before Defender SPV shares) 100 24,000,000 |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Inventories [Abstract] | |
Schedule of Inventories | Inventories consisted of the following: March 31, December 31, Inventory – work in progress $ 3,633,204 $ 2,842,470 Inventory – work in progress shipping and consumables 381,620 332,105 Inventory – work in progress labor 801,782 448,280 Resale inventory 1,200,620 1,110,620 Finished goods 4,896,860 7,065,829 $ 10,914,086 $ 11,799,304 |
Prepaids and Other Current As_2
Prepaids and Other Current Assets (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Prepaids and Other Current Assets [Abstract] | |
Schedule of Prepaid and Other Current Assets | Prepaid and other current assets consisted of the following: March 31, December 31, 2024 2023 Prepaid expenses other assets $ 4,548 $ 34,006 Prepaid insurance 342,109 - $ 346,657 $ 34,006 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Property and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consisted of the following: March 31, December 31, 2024 2023 Computer equipment $ 98,787 $ 72,175 Office furniture 45,713 36,412 Manufacturing equipment 676,632 654,858 Vehicles 456,360 456,360 Building improvements 3,092 - 1,280,584 1,219,805 Less: accumulated depreciation (298,783 ) (251,128 ) $ 981,801 $ 968,677 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Leases [Abstract] | |
Schedule of Quantitative Information Regarding Company’s Leases | Quantitative information regarding the Company’s leases is as follows: Three Months Ended 2024 2023 Lease cost Operating lease cost $ 150,278 $ 138,567 Variable and other lease costs 8,828 6,492 Total lease cost $ 159,106 $ 145,059 Other information Cash paid for the amounts included in the measurement of lease liabilities for operating leases: Operating cash flows $ 138,235 $ 101,978 Weighted-average remaining lease term (in years): Operating leases 9.23 9.88 Weighted-average discount rate: Operating leases 6.3 % 6.3 % |
Schedule of Maturity Analysis Under the Lease Agreement | Maturity analysis under the lease agreement is as follows: Total 2024 $ 419,467 2025 575,360 2026 535,720 2027 492,318 2028 and beyond 3,274,183 5,297,048 Less: present value discount (1,330,655 ) Lease liability $ 3,966,393 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Accrued Expenses [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses consisted of the following: March 31, December 31, Accrued convertible note interest 533,898 113,000 Accrued bonuses - 150,000 Accrued expenses, other 510,593 137,859 Warranty reserve 108,565 89,430 Accrued payroll 177,199 196,711 $ 1,330,255 $ 687,000 |
Other Payable (Tables)
Other Payable (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Other Payable [Abstract] | |
Schedule of Other Payable | Other payable consisted of the following: March 31, December 31, PPG payable (as defined below) $ 117,611 $ 168,256 EFHAC income tax payable 1,115,559 1,115,559 Other 231,927 250,000 $ 1,465,098 $ 1,533,815 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Debt [Abstract] | |
Schedule of Outstanding Convertible Note | The table below summarizes the outstanding Convertible Note as of March 31, 2024 and December 31, 2023: March 31, December 31, Principal value of Convertible Note $ 15,819,209 $ 15,819,209 Debt discount, net of amortization (4,701,749 ) (5,135,757 ) Convertible Note payable $ 11,117,460 $ 10,683,452 |
Liquidity and Capital Resourc_2
Liquidity and Capital Resources (Details) - USD ($) | May 15, 2024 | Mar. 31, 2024 | Dec. 31, 2023 |
Liquidity and Capital Resources (Details) [Line Items] | |||
Cash and cash equivalents | $ 5,560,321 | $ 8,134,211 | |
Working capital | 1,300,000 | ||
Net of debt discount | 5,135,757 | ||
Cash balance | 5,600,000 | ||
Convertible Note [Member] | |||
Liquidity and Capital Resources (Details) [Line Items] | |||
Principal amount | 15,819,209 | ||
Net of debt discount | $ 2,119,209 | ||
Subsequent Event [Member] | |||
Liquidity and Capital Resources (Details) [Line Items] | |||
Principal amount | $ 1,500,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) | 3 Months Ended | ||
Mar. 31, 2024 USD ($) | Mar. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) | |
Summary of Significant Accounting Policies [Line Items] | |||
Revenue | $ 8,308,039 | $ 2,707,326 | |
Operating segment | 1 | ||
Reportable segment | 1 | ||
Amount of insurance coverage limit | $ 250,000 | ||
Extended warranty | 2 years | ||
Customer deposits | $ 9,935,252 | $ 12,253,253 | |
Inventory | 10,914,086 | 11,799,304 | |
Advertising costs | 343,409 | 105,220 | |
valuation allowance | 863,833 | $ 79,619 | |
Increase of valulation allowance | 784,214 | ||
Uncertain tax positions | 0 | 0 | |
Inventory [Member] | |||
Summary of Significant Accounting Policies [Line Items] | |||
Inventory | $ 11,799,304 | ||
Previously Reported [Member] | |||
Summary of Significant Accounting Policies [Line Items] | |||
Revenue | 53,176 | ||
Cost of goods sold | 612,967 | ||
Other expenses | $ 15,859 | ||
Minimum [Member] | |||
Summary of Significant Accounting Policies [Line Items] | |||
Total consideration percentage | 25% | ||
Estimated useful life | 5 years | ||
Maximum [Member] | |||
Summary of Significant Accounting Policies [Line Items] | |||
Total consideration percentage | 50% | ||
Estimated useful life | 15 years |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of Revenues Disaggregated by Product Category - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Schedule of Revenues Disaggregated by Product Category [Line Items] | ||
Total revenues, net | $ 8,308,039 | $ 2,707,326 |
Builds [Member] | ||
Schedule of Revenues Disaggregated by Product Category [Line Items] | ||
Total revenues, net | 8,217,647 | 2,651,251 |
Warranty [Member] | ||
Schedule of Revenues Disaggregated by Product Category [Line Items] | ||
Total revenues, net | $ 90,392 | $ 56,075 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of Deferred Revenue and Remaining Performance Obligation - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Schedule of Deferred Revenue and Remaining Performance Obligation [Abstract] | ||
Beginning balance | $ 17,596,512 | $ 14,166,030 |
Additional deposits received | 4,604,780 | 8,212,166 |
Revenue Recognized during the year at a point-in-time | (8,217,647) | (4,781,684) |
Ending balance | $ 13,983,645 | $ 17,596,512 |
Recapitalization (Details)
Recapitalization (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | |
Recapitalization (Details) [Line Items] | ||
Purchase of warrants | 1,091,525 | |
Cash consideration (in Dollars) | $ 2,000,000 | |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Shares issued | 1 | |
Warrants issued | 11,757,500 | |
Redemption share | 11,477,525 | |
Aggregate payment (in Dollars) | $ 119,759,997 | |
Common Stock [Member] | ||
Recapitalization (Details) [Line Items] | ||
Total consideration of shares | 26,500,000 | |
Common stock, par value (in Dollars per share) | $ 0.0001 | |
Preferred Stock [Member] | ||
Recapitalization (Details) [Line Items] | ||
Total consideration of shares | 25,000 | |
Purchase of warrants | 15,819 | |
Public Warrants [Member] | ||
Recapitalization (Details) [Line Items] | ||
Warrants issued | 11,500,000 | |
Public Warrants [Member] | Common Stock [Member] | ||
Recapitalization (Details) [Line Items] | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | |
Private Placement [Member] | ||
Recapitalization (Details) [Line Items] | ||
Warrants issued | 257,500 |
Recapitalization (Details) - Sc
Recapitalization (Details) - Schedule of Consolidated Statement of Changes in Stockholders’ Deficit | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Schedule of Consolidated Statement of Changes in Stockholders’ Deficit [Abstract] | |
Cash-trust and cash, net of redemptions | $ 241,329 |
Less: transaction expenses paid | (241,329) |
Net proceeds from the Business Combination | |
Less: recognition of SPAC closing balance sheet | (762,710) |
Reverse recapitalization, net | $ (762,710) |
Recapitalization (Details) - _2
Recapitalization (Details) - Schedule of Number of Shares of Common Stock Issued Immediately Following the Consummation of the Business Combination - Business Combination [Member] | 3 Months Ended |
Mar. 31, 2024 shares | |
Schedule of Number of Shares of Common Stock Issued Immediately Following the Consummation of the Business Combination [Line Items] | |
Business Combination shares | 5,399,662 |
ECD Shares | 26,500,000 |
Common Stock immediately after the Business Combination | 31,899,662 |
Class A common stock of EFHAC [Member] | |
Schedule of Number of Shares of Common Stock Issued Immediately Following the Consummation of the Business Combination [Line Items] | |
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) |
Business Combination shares | 22,475 |
EFHAC public rights shares outstanding [Member] | |
Schedule of Number of Shares of Common Stock Issued Immediately Following the Consummation of the Business Combination [Line Items] | |
Business Combination shares | 1,437,500 |
EFHAC founder shares outstanding [Member] | |
Schedule of Number of Shares of Common Stock Issued Immediately Following the Consummation of the Business Combination [Line Items] | |
Business Combination shares | 2,875,000 |
EFHAC private shares outstanding [Member] | |
Schedule of Number of Shares of Common Stock Issued Immediately Following the Consummation of the Business Combination [Line Items] | |
Business Combination shares | 257,500 |
EFHAC private rights shares outstanding [Member] | |
Schedule of Number of Shares of Common Stock Issued Immediately Following the Consummation of the Business Combination [Line Items] | |
Business Combination shares | 32,187 |
EFHAC shares issued to EF Hutton (underwriter) [Member] | |
Schedule of Number of Shares of Common Stock Issued Immediately Following the Consummation of the Business Combination [Line Items] | |
Business Combination shares | 775,000 |
Recapitalization (Details) - _3
Recapitalization (Details) - Schedule of Number of ECD Shares - Class A Common Stock [Member] | 3 Months Ended |
Mar. 31, 2024 shares | |
Class of Stock [Line Items] | |
ECD Shares | 100 |
ECD Shares after conversion ratio | 24,000,000 |
Inventories (Details)
Inventories (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Inventories [Abstract] | ||
Overhead costs | $ 269,249 | $ 185,150 |
Inventories (Details) - Schedul
Inventories (Details) - Schedule of Inventories - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Schedule of Inventories [Abstract] | ||
Inventory – work in progress | $ 3,633,204 | $ 2,842,470 |
Inventory – work in progress shipping and consumables | 381,620 | 332,105 |
Inventory – work in progress labor | 801,782 | 448,280 |
Resale inventory | 1,200,620 | 1,110,620 |
Finished goods | 4,896,860 | 7,065,829 |
Inventories | $ 10,914,086 | $ 11,799,304 |
Prepaids and Other Current As_3
Prepaids and Other Current Assets (Details) - Schedule of Prepaid and Other Current Assets - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Schedule of Prepaid and Other Current Assets [Abstract] | ||
Prepaid expenses other assets | $ 4,548 | $ 34,006 |
Prepaid insurance | 342,109 | |
Total | $ 346,657 | $ 34,006 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Property and Equipment [Abstract] | ||
Depreciation expense | $ 47,654 | $ 27,308 |
Property and Equipment (Detai_2
Property and Equipment (Details) - Schedule of Property and Equipment - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 1,280,584 | $ 1,219,805 |
Less: accumulated depreciation | (298,783) | (251,128) |
Property and equipment, net | 981,801 | 968,677 |
Computer equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 98,787 | 72,175 |
Office furniture [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 45,713 | 36,412 |
Manufacturing equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 676,632 | 654,858 |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 456,360 | 456,360 |
Building Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 3,092 |
Leases (Details)
Leases (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Leases [Line Items] | ||
ROU assets | $ 3,675,559 | $ 3,763,294 |
Operating lease liabilities current | 324,791 | 314,903 |
Operating lease liabilities | $ 3,641,602 | $ 3,727,182 |
Leases (Details) - Schedule of
Leases (Details) - Schedule of Quantitative Information Regarding Company’s Leases - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Schedule of Quantitative Information Regarding Company's Leases [Abstract] | ||
Operating lease cost | $ 150,278 | $ 138,567 |
Variable and other lease costs | 8,828 | 6,492 |
Total lease cost | 159,106 | 145,059 |
Cash paid for the amounts included in the measurement of lease liabilities for operating leases: | ||
Operating cash flows | $ 138,235 | $ 101,978 |
Weighted-average remaining lease term (in years): | ||
Operating leases Weighted-average remaing lease term | 9 years 2 months 23 days | 9 years 10 months 17 days |
Weighted-average discount rate: | ||
Operating leases Weighted-average discount rate | 6.30% | 6.30% |
Leases (Details) - Schedule o_2
Leases (Details) - Schedule of Maturity Analysis Under the Lease Agreement | Mar. 31, 2024 USD ($) |
Schedule of Maturity Analysis Under the Lease Agreement [Abstract] | |
2024 | $ 419,467 |
2025 | 575,360 |
2026 | 535,720 |
2027 | 492,318 |
2028 and beyond | 3,274,183 |
Total maturity lease | 5,297,048 |
Less: present value discount | (1,330,655) |
Lease liability | $ 3,966,393 |
Accrued Expenses (Details) - Sc
Accrued Expenses (Details) - Schedule of Accrued Expenses - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Schedule of Accrued Expenses [Abstract] | ||
Accrued convertible note interest | $ 533,898 | $ 113,000 |
Accrued bonuses | 150,000 | |
Accrued expenses, other | 510,593 | 137,859 |
Warranty reserve | 108,565 | 89,430 |
Accrued payroll | 177,199 | 196,711 |
Total | $ 1,330,255 | $ 687,000 |
Other Payable (Details)
Other Payable (Details) - Exclusive Supplier Agreement [Member] - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 | Mar. 31, 2023 | Feb. 01, 2022 |
Other Payable (Details) [Line Items] | ||||
Pre-bate amount | $ 277,642 | |||
Amount payable | $ 1,506,349 | |||
Working capital | $ 277,642 | |||
Other payable | $ 117,611 | $ 168,256 |
Other Payable (Details) - Sched
Other Payable (Details) - Schedule of Other Payable - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Schedule of Other Payable [Abstract] | ||
PPG payable (as defined below) | $ 117,611 | $ 168,256 |
EFHAC income tax payable | 1,115,559 | 1,115,559 |
Other | 231,927 | 250,000 |
Other payable | $ 1,465,098 | $ 1,533,815 |
Debt (Details)
Debt (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Oct. 06, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Debt (Details) [Line Items] | ||||
Principal other amounts percentage | 12% | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||
Weighted average price per share | 6 | |||
Issues equity per share | $ 10 | |||
Percentage of Convertible note | 115% | |||
Convertible note original issue discount | $ 5,135,757 | |||
Amortization expense | $ 434,008 | |||
Convertible Note [Member] | ||||
Debt (Details) [Line Items] | ||||
Loan principal amount | $ 15,819,209 | |||
Prime Interest rate plus | 5% | |||
Bear interest rate | 8% | |||
Conversion price per share | $ 10 | |||
Redemption percentage | 20% | |||
Convertible note original issue discount | $ 2,119,209 | |||
Debt issuance costs | 3,088,883 | |||
Accrued interest | $ 533,898 | $ 113,000 | ||
Common Stock [Member] | ||||
Debt (Details) [Line Items] | ||||
Common stock, par value | $ 0.0001 | |||
Percentage of Convertible note | 4.99% | |||
Percentage lender beneficial | 4.99% |
Debt (Details) - Schedule of Ou
Debt (Details) - Schedule of Outstanding Convertible Note - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Schedule of Outstanding Convertible Note [Abstract] | ||
Principal value of Convertible Note | $ 15,819,209 | $ 15,819,209 |
Debt discount, net of amortization | (4,701,749) | (5,135,757) |
Convertible Note payable | $ 11,117,460 | $ 10,683,452 |
Redeemable Preferred Stock (Det
Redeemable Preferred Stock (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | |
Redeemable Preferred Stock [Line Items] | ||
Preferred stock shares authorized | 20,000,000 | 20,000,000 |
Preferred stock pare value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares outstanding | 25,000 | 25,000 |
Preferred stock, shares issued | 25,000 | 25,000 |
Convertible preferred stock | 25,000 | |
Percentage of conversion amount | 125% | |
Conversion price (in Dollars per share) | $ 10 | |
Percentage of ability to conversion of shares | 4.99% | |
Percentage of stockholder beneficial | 4.99% |
Stockholders_ Equity (Details)
Stockholders’ Equity (Details) - USD ($) | 3 Months Ended | ||
Oct. 11, 2023 | Mar. 31, 2024 | Dec. 31, 2023 | |
Stockholders' Equity [Line Items] | |||
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 | |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |
Common stock, shares issued | 31,899,662 | 31,874,662 | |
Common stock, shares outstanding | 31,899,662 | 31,874,662 | |
Conversion of stock description | 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. | ||
Exercise price (in Dollars per share) | $ 0.01 | ||
Warrants outstanding | 1,091,525 | ||
Number of days prior written notice of redemption | 30 years | ||
Number of trading days | 20 days | ||
Number of trading days period ending three business days | 30 days | ||
Redemption price per share (in Dollars per share) | $ 18 | ||
Warrant issued | 11,757,500 | ||
Shares reserved | 400,000 | ||
Shares awarded | 100,000 | ||
Shares issued | 1 | ||
Exceeds per share (in Dollars per share) | $ 1.9 | ||
Public Warrants [Member] | |||
Stockholders' Equity [Line Items] | |||
Warrants outstanding | 11,500,000 | ||
Warrants [Member] | |||
Stockholders' Equity [Line Items] | |||
Purchase of common stock | 1 | ||
Private Warrants [Member] | |||
Stockholders' Equity [Line Items] | |||
Warrants outstanding | 257,500 | ||
ECD Common Stock [Member] | |||
Stockholders' Equity [Line Items] | |||
Convertible Preferred Stock | 1,100,000 | ||
Warrant issued | 1,091,525 | ||
Common Stock [Member] | |||
Stockholders' Equity [Line Items] | |||
Common stock, par value (in Dollars per share) | $ 0.0001 | ||
Exceeds per share (in Dollars per share) | $ 3.9 | ||
Investor [Member] | |||
Stockholders' Equity [Line Items] | |||
Number of shares holding | 2,500,000 | ||
Shares issued | 50,000 | ||
Investor One [Member] | |||
Stockholders' Equity [Line Items] | |||
Number of shares holding | 5,000,000 | ||
Investor Two [[Member] | |||
Stockholders' Equity [Line Items] | |||
Number of shares holding | 10,000,000 | ||
Stock Appreciation Rights (SARs) [Member] | |||
Stockholders' Equity [Line Items] | |||
Shares awarded | 100,000 | ||
Stock Options [Member] | |||
Stockholders' Equity [Line Items] | |||
Grant of stock options | 15,000 | ||
Restricted Common Stock [Member] | |||
Stockholders' Equity [Line Items] | |||
Fully paid up non-forfeitable shares | 100,000 | ||
Shares issued | 50,000 | ||
Restricted Common Stock [Member] | Investor [Member] | |||
Stockholders' Equity [Line Items] | |||
Shares issued | 25,000 | ||
Restricted Common Stock [Member] | Investor One [Member] | |||
Stockholders' Equity [Line Items] | |||
Shares issued | 25,000 | ||
Restricted Common Stock [Member] | Investor Two [[Member] | |||
Stockholders' Equity [Line Items] | |||
Shares issued | 25,000 | ||
Non-Employee Directors [Member] | Stock Options [Member] | |||
Stockholders' Equity [Line Items] | |||
Purchase price percentage | 110% | ||
Series A Preferred Stock [Member] | |||
Stockholders' Equity [Line Items] | |||
Convertible Preferred Stock | 39,000 | ||
ECD Series A Preferred Stock [Member] | |||
Stockholders' Equity [Line Items] | |||
Warrant issued | 15,819 | ||
Purchase price (in Dollars) | $ 300,000 | ||
IPO [Member] | |||
Stockholders' Equity [Line Items] | |||
Purchase of common stock | 1 | ||
Exercise price (in Dollars per share) | $ 11.5 | ||
IPO [Member] | Public Warrants [Member] | |||
Stockholders' Equity [Line Items] | |||
Exercise price (in Dollars per share) | $ 11.5 |
Related Party Transactions (Det
Related Party Transactions (Details) | 3 Months Ended | ||
Mar. 31, 2024 USD ($) $ / mi | Mar. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) | |
Related Party Transactions [Line Items] | |||
Customer delivery rate per mile (in Dollars per Mile) | $ / mi | 1.45 | ||
Transportation rate per mile (in Dollars per Mile) | $ / mi | 1.25 | ||
Expenses | $ 24,590 | $ 46,733 | |
Outstanding payables | 1,857 | $ 0 | |
British Food Stop [Member] | |||
Related Party Transactions [Line Items] | |||
Expenses | $ 28,766 | $ 0 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 3 Months Ended | ||||||||||
Jun. 24, 2024 | Jun. 18, 2024 | May 15, 2024 | Apr. 24, 2024 | Apr. 03, 2024 | Mar. 31, 2024 | Mar. 31, 2023 | Jun. 12, 2024 | Jun. 11, 2024 | May 09, 2024 | Dec. 31, 2023 | |
Subsequent Events [Line Items] | |||||||||||
Purchase asset | $ 60,778 | $ 12,418 | |||||||||
Common stock par value per share (in Dollars per share) | $ 0.0001 | $ 0.0001 | |||||||||
Asset purchase | $ 1,250,000 | ||||||||||
Shares of common stock issued (in Shares) | 31,899,662 | 31,874,662 | |||||||||
Subsequent Event [Member] | |||||||||||
Subsequent Events [Line Items] | |||||||||||
Shares of common stock issued (in Shares) | 100,000 | ||||||||||
Principal amount | $ 1,500,000 | ||||||||||
Original Asset Purchase Agreement [Member] | Subsequent Event [Member] | |||||||||||
Subsequent Events [Line Items] | |||||||||||
Purchase asset | $ 1,500,000 | ||||||||||
Common stock par value per share (in Dollars per share) | $ 0.0001 | ||||||||||
Purchase under agreement | $ 950,000 | ||||||||||
Additional purchase under agreement | 300,000 | ||||||||||
Original Asset Purchase Agreement [Member] | Subsequent Event [Member] | Vehicles [Member] | |||||||||||
Subsequent Events [Line Items] | |||||||||||
Purchase under agreement | 100,000 | ||||||||||
A&R Asset Purchase Agreement [Member] | Subsequent Event [Member] | |||||||||||
Subsequent Events [Line Items] | |||||||||||
Purchase asset | $ 1,250,000 | ||||||||||
Forecast [Member] | |||||||||||
Subsequent Events [Line Items] | |||||||||||
Shares of common stock issued (in Shares) | 100,000 | ||||||||||
Accrued interest | $ 740,000 | ||||||||||
Common stock value | $ 100,000 |