SecProbe.io

August 25, 2025
Benjamin Piggott
Chief Financial Officer
ECD Automotive Design, Inc.
4390 Industrial Lane
Kissimmee, Florida 34758
Re:ECD Automotive Design, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed August 7, 2025
File No. 333-288692
Dear Benjamin Piggott:
            We have conducted a limited review of your amended registration statement and have
the following comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.  Unless we note
otherwise, any references to prior comments are to comments in our July 30, 2025 letter.
Amendment No. 1 to Registration Statement on Form S-1 filed August 7, 2025
Cover Page
1.We note your response to prior comment 1. Please disclose on the cover page and in
the Plan of Distribution section beginning on page 120 that ECDA Bitcoin Treasury,
LLC is an underwriter. For guidance, see SAS C&DI 139.13. Given that ECDA
Bitcoin Treasury, LLC is an underwriter, tell us why you believe it is appropriate to
disclose that an underwriter could sell shares pursuant to Rule 144 as you suggest in
the first paragraph on page 121.
Risk Factors, page 10
2.We note your response to prior comment 6. Please include a risk factor to highlight
the litigation discussed in Schedule 4.19 of Exhibit 10.63.

August 25, 2025
Page 2
3.Please include a risk factor to highlight the risk related to the registrant's ability to
continue as a going concern. In this regard, we note the disclosure on pages 50 and F-
33.
4.Please disclose the material terms of the EPFA, such as the following: the advances
and "Trigger Price" in section 2.01; the ownership limitation in section 2.02(a); the
assignment provision in section 6.19; the variable rate transaction provision in section
6.20(b); and the termination provisions in section 9.01.
ECD's Nasdaq Listing, page 80
5.We note your response to prior comment 5. Please update the disclosure in the last
paragraph on page 80. In this regard, we note the disclosure in Item 3.01 of the
registrant's Form 8-K filed on August 12, 2025. Also, clarify the disclosure in the
fifth and sixth sentences of the last paragraph on page 80.
Selling Securityholders, page 115
6.We note the new disclosure in footnote (33) on page 119. Please tell us, with a view to
disclosure, whether the 100,000 shares of common stock received by the selling
securityholder as a commitment fee are included in the shares being registered for
resale. Also, expand the disclosure in footnote (33) on page 119 to disclose the natural
person(s) exercising voting and dispositive powers with respect to the shares offered
by ECDA Bitcoin Treasury LLC. Refer to Regulation S-K Compliance and Disclosure
Interpretations Question 140.02.
General
7.Please confirm your understanding that we will not be in a position to declare your
Form S-1 effective until all outstanding comments regarding your Form 10-K for the
fiscal year ended December 31, 2024 have been resolved. Also, to the extent that any
comments related to our review of your Form 10-K apply to disclosure in the Form S-
1, please make corresponding revisions to all affected disclosure.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Thomas Jones at 202-551-3602 or Erin Purnell at 202-551-3454 with
any questions.
Sincerely,
Division of Corporation Finance

August 25, 2025
Page 3
Office of Manufacturing
cc:Mitchell Nussbaum