| Item 1. | |
| (a) | Name of issuer:
ECD Automotive Design, Inc. |
| (b) | Address of issuer's principal executive
offices:
24 Shipyard Drive, Suite 102, Hingham, MA, 02043 |
| Item 2. | |
| (a) | Name of person filing:
ATW Opportunities Master Fund II, L.P.
Defender SPV LLC
ATW Partners Opportunities Management, LLC
Antonio Ruiz-Gimenez
Kerry Propper |
| (b) | Address or principal business office or, if
none, residence:
1 Pennsylvania Plaza, 48th Floor New York, New York 10119 |
| (c) | Citizenship:
ATW Opportunities Master Fund II, L.P. - Delaware
Defender SPV LLC- Delaware
ATW Partners Opportunities Management, LLC - Delaware
Antonio Ruiz-Gimenez - Spain
Kerry Propper - United States |
| (d) | Title of class of securities:
Common Stock, par value US$0.0001 per share |
| (e) | CUSIP No.:
27877D104 |
| Item 3. | If this statement is filed pursuant to §§
240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
| (e) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please
specify the type of institution: |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). |
| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
ATW Opportunities Master Fund II, L.P. - 3,726,862*
Defender SPV LLC- 3,726,862*
ATW Partners Opportunities Management, LLC - 3,726,862*
Antonio Ruiz-Gimenez - 3,726,862*
Kerry Propper - 3,726,862*
*The common stock (the "Shares") reported herein represents the Shares held directly by Defender SPV LLC (the "Holding Company") and shares the Holding Company may acquire through the exercise of warrants, preferred stock, and convertible debt. The Holding Company is wholly owned by the private fund, ATW Opportunities Master Fund II, L.P. (the "Fund"). ATW Partners Opportunities Management, LLC serves as the investment manager to the Fund (the "Adviser"). Antonio Ruiz-Gimenez and Kerry Propper serve as the managing members of the Adviser (the "Managing Members", and collectively with the Holding Company, Fund, and Adviser, the "Reporting Persons"). By virtue of these relationships, the Reporting Persons may be deemed to have shared voting and dispositive power with respect to the Shares owned directly by the Holding Company.
As of December 31, 2024, the Holding Company held (i) 2,545,599 Shares; (ii) certain warrants; (iii) certain preferred stock; and (iv) certain convertible debt, each (ii) - (iv) are exercisable into Shares. Further, each of (i) - (iv) are subject to a blocker which prevents the Holding Company from exercising its preferred shares, warrants, and convertible debt to purchase Shares or otherwise convert such instruments into Shares to the extent that, upon such exercise, the Holding Company, together with its affiliates, would beneficially own in excess of 9.99% of the Shares outstanding as a result of such exercise or conversion (the "Blocker"). For the sake of clarity, certain affiliate(s) of the Reporting Persons held 75,000 Shares as of December 31, 2024.
As such, the percent of class reported herein is giving effect to the Blocker and is based upon a statement in ECD Automotive Design, Inc.'s Form 8-K filed on December 30, 2024 that there were 36,199,662 Shares outstanding as of November 27, 2024 plus the approximate total number of Shares that the Reporting Persons can acquire (and in certain cases have acquired) upon the exercise of warrants, preferred shares, and/or convertible debt subject to the Blocker in accordance with Rule 13d-3(d)(1)(i) under the Act.
This report shall not be deemed an admission that the Reporting Persons are beneficial owners of the Shares for purposes of Section 13 of the Securities Exchange Act of 1934, as amended, or for any other purpose. Each of the Reporting Persons disclaims beneficial ownership of the Shares reported herein except to the extent of the Reporting Person's pecuniary interest, if any, therein. |
| (b) | Percent of class:
ATW Opportunities Master Fund II, L.P. - 9.9%
Defender SPV LLC- 9.9%
ATW Partners Opportunities Management, LLC - 9.9%
Antonio Ruiz-Gimenez - 9.9%
Kerry Propper - 9.9% % |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
ATW Opportunities Master Fund II, L.P. - 0
Defender SPV LLC- 0
ATW Partners Opportunities Management, LLC - 0
Antonio Ruiz-Gimenez - 0
Kerry Propper - 0
|
| | (ii) Shared power to vote or to direct the
vote:
ATW Opportunities Master Fund II, L.P. - 3,726,862*
Defender SPV LLC- 3,726,862*
ATW Partners Opportunities Management, LLC - 3,726,862*
Antonio Ruiz-Gimenez - 3,726,862*
Kerry Propper - 3,726,862*
|
| | (iii) Sole power to dispose or to direct the
disposition of:
ATW Opportunities Master Fund II, L.P. - 0
Defender SPV LLC- 0
ATW Partners Opportunities Management, LLC - 0
Antonio Ruiz-Gimenez - 0
Kerry Propper - 0
|
| | (iv) Shared power to dispose or to direct the
disposition of:
ATW Opportunities Master Fund II, L.P. - 3,726,862*
Defender SPV LLC- 3,726,862*
ATW Partners Opportunities Management, LLC - 3,726,862*
Antonio Ruiz-Gimenez - 3,726,862*
Kerry Propper - 3,726,862*
|
| Item 5. | Ownership of 5 Percent or Less of a Class. |
| | |
| Item 6. | Ownership of more than 5 Percent on Behalf of
Another Person. |
| |
Not Applicable
|
| Item 7. | Identification and Classification of the
Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or
Control Person. |
| |
Not Applicable
|
| Item 8. | Identification and Classification of Members
of the Group. |
| |
Not Applicable
|
| Item 9. | Notice of Dissolution of Group. |
| |
Not Applicable
|
Rule
13d-1(c)