|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
|
ECD Automotive Design, Inc. (Name of Issuer) |
Common Stock (Title of Class of Securities) |
27877D104 (CUSIP Number) |
Scott Malcolm Wallace c/o ECD Automotive Design, Inc., Unit 107 - 4930 Industrial Lane Kissimmee, FL, 34758 (407) 483-4825 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
12/31/2024 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | 27877D104 |
| 1 |
Name of reporting person
Scott Malcolm Wallace | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED KINGDOM
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
5,280,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
15.021 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP No. | 27877D104 |
| 1 |
Name of reporting person
The Scott Malcolm Wallace Revocable Trust, Dated December 20, 2017 | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
FLORIDA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
5,280,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
15.021 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock |
| (b) | Name of Issuer:
ECD Automotive Design, Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
Unit 107 - 4930, Industrial Lane, Kissimmee,
FLORIDA
, 34758. |
| Item 2. | Identity and Background |
| (a) | This Statement is jointly filed by Scott Malcolm Wallace and The Scott Malcolm Wallace Revocable Trust, Dated December 20, 2017 (the "Reporting Persons"). |
| (b) | The business address of the Reporting Persons is c/o ECD Automotive Design, Inc., Unit 107 - 4930 Industrial Lane, Kissimmee, Florida 34758. |
| (c) | Scott Malcolm Wallace has voting and dispositive power over the shares owned by The Scott Malcolm Wallace Revocable Trust, Dated December 20, 2017. The principal business of The Scott Malcolm Wallace Revocable Trust, Dated December 20, 2017 is a holding trust of its passive investment. |
| (d) | During the last five years, the Reporting Persons have not been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws |
| (e) | During the last five years, the Reporting Persons have not been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws |
| (f) | Scott Malcolm Wallace is a citizen of the United Kingdom. The Scott Malcolm Wallace Revocable Trust, Dated December 20, 2017 is a Florida trust. |
| Item 3. | Source and Amount of Funds or Other Consideration |
On December 12, 2023, ECD Automotive Design, Inc., formerly known as EF Hutton Acquisition Corporation I (the "Company" or the "Issuer"), completed the business combination (the "Business Combination") contemplated by the merger agreement, dated as of March 3, 2023 and amended on October 14, 2023 (the "Merger Agreement") by and among the Company, Humble Imports Inc, d/b/a ECD Auto Design, a Florida corporation ("Humble"), ECD Auto Design UK, Ltd., an England and Wales corporation, EFHAC Merger Sub, Inc., a Florida corporation ("Merger Sub") and wholly-owned subsidiary of the Company, and Scott Wallace, as the Security holder Representative.
In connection with the Business Combination, The Scott Malcolm Wallace Revocable Trust, Dated December 20, 2017 received 5,280,000 shares of the Issuer's Common Stock in exchange for the 5,280,000 shares of common stock of Humble previously owned by The Scott Malcolm Wallace Revocable Trust, Dated December 20, 2017. | |
| Item 4. | Purpose of Transaction |
The information regarding the Business Combination set forth in Item 3 above is incorporated into this Item 4 by reference. All of the shares of Common Stock beneficially owned by the Reporting Persons, as reported in this Statement, were received in connection with the Business Combination. The Reporting Persons may acquire additional securities of the Issuer, or retain or sell all or a portion of the securities then held, in the open market or in privately negotiated transactions.
Scott Malcolm Wallace serves as Chief Executive Officer and a member of the board of directors of the Issuer, and, in such capacity, may have influence over the corporate activities of the Issuer, including activities which may relate to items described in subparagraphs (a) through (j) of Item 4 of Schedule 13D/A.
Except as described in this Statement, each of the Reporting Person does not have any present plans or proposals that relate to or would result in any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D/A, except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. The Reporting Persons acquired the shares reported herein for investment purposes. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer's financial position and investment strategy, the price levels of Common Stock, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, engaging in communications with management and the Board of Directors of the Issuer, engaging in discussions with stockholders of the Issuer or other third parties about the Issuer and the Reporting Persons' investment, including potential business combinations or dispositions involving the Issuer or certain of its businesses, making recommendations or proposals to the Issuer concerning changes to the capitalization, ownership structure, board structure (including board composition), potential business combinations or dispositions involving the Issuer or certain of its businesses, or suggestions for improving the Issuer's financial and/or operational performance, purchasing additional shares of Common Stock and/or other securities, selling some or all of its shares of Common Stock and/or other securities, or changing its intention with respect to any and all matters referred to in Item 4. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | The information set forth in the cover pages of this Statement (including, but not limited to, footnotes to such information) are incorporated herein by reference. |
| (b) | The information set forth in the cover pages of this Statement (including, but not limited to, footnotes to such information) are incorporated herein by reference. |
| (c) | Except as set forth in this Statement, the Reporting Persons have not engaged in any transaction during the past 60 days with respect to the Common Stock of the Issuer. |
| (d) | Except as described in Item 3, to the best knowledge of the Reporting Persons, no person other than the Reporting Persons, or the affiliates of the Reporting Persons, is known to have the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the shares of Common Stock beneficially owned by the Reporting Persons as reported in this Statement. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
The information set forth in Items 3, 4 and 5 of this Statement is hereby incorporated by reference into this Item 6, as applicable. | |
| Item 7. | Material to be Filed as Exhibits. |
Exhibit 1 Joint Filing Agreement |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
|
|
|
|