03/23/2026 | Press release | Distributed by Public on 03/23/2026 16:57
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FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | |||
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1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security |
5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Common Stock Warrant | 12/12/2023(3) | 10/10/2030 | Common Stock | 1,091,525 | $2,300 | I(1)(2) | See Footnote(1)(2) |
| Common Stock Warrant | 08/09/2024(3) | 08/09/2031 | Common Stock | 79,763 | $2,300 | I(1)(2) | See Footnote(1)(2) |
| Common Stock Warrant | 01/13/2025(3) | 01/13/2032 | Common Sock | 398,364 | $2,300 | I(1)(2) | See Footnote(1)(2) |
| Series A Preferred Stock Warrant | 12/12/2023(3) | 10/10/2026 | Preferred Stock | 15,819 | $900 | I(1)(2) | See Footnote(1)(2) |
| Senior Secured Convertible Note | 12/12/2023(3) | 12/12/2026(4) | Common Stock | 589,916,454(6) | $0.009(6) | I(1)(2) | See Footnote(1)(2) |
| Senior Secured Convertible Note | 01/13/2025(3) | 12/12/2026(4) | Common Stock | 233,319,632(6) | $0.009(6) | I(1)(2) | See Footnote(1)(2) |
| Senior Secured Convertible Note | 06/05/2025(3) | 12/12/2026(4) | Common Stock | 102,724,276(6) | $0.009(6) | I(1)(2) | See Footnote(1)(2) |
| Senior Secured Convertible Note | 07/07/2025(3) | 12/12/2026(4) | Common Stock | 100,953,587(6) | $0.009(6) | I(1)(2) | See Footnote(1)(2) |
| Series C Preferred Stock | 08/13/2025(3) | (5) | Common Stock | 123,307,436(6) | $0.009(6) | I(1)(2) | See Footnote(1)(2) |
| Series C Preferred Stock | 10/27/2025(3) | (5) | Common Stock | 123,307,436(6) | $0.009(6) | I(1)(2) | See Footnote(1)(2) |
| Series C Preferred Stock | 06/20/2025(3) | (5) | Common Stock | 283,018,868(6) | $0.009(6) | I(1)(2) | See Footnote(1)(2) |
| Series C Preferred Stock | 07/07/2025(3) | (5) | Common Stock | 554,938,957(6) | $0.009(6) | I(1)(2) | See Footnote(1)(2) |
| Series C Preferred Stock | 08/07/2025(3) | (5) | Common Stock | 604,927,858(6) | $0.009(6) | I(1)(2) | See Footnote(1)(2) |
| Senior Secured Convertible Note | 02/12/2026(3) | 12/12/2026(4) | Common Stock | 35,604,329(6) | $0.009(6) | I(1)(2) | See Footnote(1)(2) |
| Senior Secured Convertible Note | 02/26/2026(3) | 12/12/2026(4) | Common Stock | 12,193,272(6) | $0.009(6) | I(1)(2) | See Footnote(1)(2) |
| Senior Secured Convertible Note | 03/10/2026(3) | 12/12/2026(4) | Common Stock | 15,241,579(6) | $0.009(6) | I(1)(2) | See Footnote(1)(2) |
| Senior Secured Convertible Note | 03/12/2026(3) | 12/12/2026(4) | Common Stock | 295,645,949(6) | $0.009(6) | I(1)(2) | See Footnote(1)(2) |
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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ATW Partners Opportunities Management, LLC 1 PENNSYLVANIA PLAZA, SUITE 4810 NEW YORK, NY 10119 |
X | |||
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ATW OPPORTUNITIES MASTER FUND II LP 1 PENNSYLVANIA PLAZA, SUITE 4810 NEW YORK, NY 10119 |
X | |||
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Defender SPV LLC 1 PENNSYLVANIA PLAZA, SUITE 4810 NEW YORK, NY 10119 |
X | |||
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Ruiz-Gimenez Antonio 1 PENNSYLVANIA PLAZA, SUITE 4810 NEW YORK, NY 10119 |
X | |||
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PROPPER KERRY 1 PENNSYLVANIA PLAZA, SUITE 4810 NEW YORK, NY 10119 |
X | |||
| ATW Partners Opportunities Management, LLC By: /s/ Kerry Propper, a Managing Member | 03/23/2026 | |
| **Signature of Reporting Person | Date | |
| ATW Opportunities Master Fund II, L.P. By: /s/ Kerry Propper, a Managing Member of its General Partner | 03/23/2026 | |
| **Signature of Reporting Person | Date | |
| Defender SPV LLC By: /s/ Kerry Propper, a Managing Member of its Manager | 03/23/2026 | |
| **Signature of Reporting Person | Date | |
| Kerry Propper By: /s/ Kerry Propper, individually | 03/23/2026 | |
| **Signature of Reporting Person | Date | |
| Antonio Ruiz-Gimenez By: /s/ Antonio Ruiz-Gimenez, individually | 03/23/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | The Common Stock, Series A Preferred Stock Warrants, Senior Secured Convertible Notes, Series C Preferred Stock, and Common Stock Warrants of ECD Automotive Design, Inc. (the "Issuer") reported herein are held by Defender SPV LLC (the "Holding Company"). ATW Opportunities Master Fund II, LP (the "Fund") wholly owns the Holding Company. ATW Partners Opportunities Management, LLC (the "Manager") serves as the investment manager to the Fund. Antonio Ruiz-Gimenez and Kerry Propper are the control persons of the Manager (all of the foregoing, collectively, the "Reporting Persons," and each a "Reporting Person"). By virtue of these relationships, the Reporting Persons may be deemed to have shared voting and dispositive power with respect to the securities owned directly by the Holding Company. |
| (2) | For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each Reporting Person disclaims beneficial ownership of these securities, except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that any such Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose. |
| (3) | The Reporting Persons currently beneficially own all outstanding shares of Common Stock of the Issuer. The derivative securities reported herein are subject to a 9.99% beneficial ownership limitation, which prohibits conversion or exercise to the extent that, after giving effect thereto, the Reporting Persons, together with its affiliates, would beneficially own more than 9.99% of the Issuer's outstanding Common Stock. |
| (4) | Represents the maturity date. |
| (5) | The reported security does not have a stated expiration or maturity date and is exercisable in perpetuity in accordance with its terms. |
| (6) | The conversion price of the reported security is variable and is determined in accordance with the terms of the instrument at the time of conversion. The conversion price presented herein reflects the price that would be applicable as of the date of the event requiring this statement and is based on current information and reasonable assumptions and may differ from the actual conversion price at the time of conversion, as applicable. Accordingly, the number of shares reported herein has been calculated based on such conversion price and reflects the number of shares that would be issuable upon conversion, if any. |