Non Reliance of Financial Report Form 8 K

Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report of Completed Interim Reports.

Barton CPA ("Barton") was engaged by the Audit Committee of the Board of Directors (the "Audit Committee") of ECD Automotive Design, Inc. (the "Company") to be the independent registered public accounting firm of the Company, as a result of the order, dated May 3, 2024, issued by the U.S. Securities and Exchange Commission ("SEC") suspending the Company's prior independent registered public accounting firm, BF Borgers CPA PC, from appearing and practicing as an accountant before the SEC. The Audit Committee engaged Barton to re-audit our financial statements for the fiscal years ended December 31, 2023 and December 31, 2022, that were included in the Company's Annual Report for the year ended December 31, 2023 on Form 10-K, filed with the SEC on May 3, 2024 (the "Original Form 10-K"), for inclusion in a resale registration statement on Form S-1, that the Company is obligated to file.

In connection with Barton's audit of the fiscal years ended December 31, 2023 and December 31, 2022, we identified certain accounting errors relating to the presentation, timing, omission and classification of a number of items in the financial statements for the fiscal years ended December 31, 2023 and December 31, 2022 included in the Original Form 10-K (the "Previously Issued Financial Statements"). In accordance with SEC Staff Accounting Bulletin No. 99, "Materiality," and SEC Staff Accounting Bulletin No. 108, "Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements," the Company evaluated the corrections and has determined that the related impacts were material to the Previously Issued Financial Statements that contained the errors.

On November 19, 2024, the Audit Committee, after discussion with the Company's management, who consulted with the Company's independent registered public accounting firm, concluded (i) the Company's Previously Issued Financial Statements included in the Original Form 10-K; (ii) the Company's unaudited interim financial statements for three months ended March 31, 2024, included in the Quarterly Report for three months ended March 31, 2024 on Form 10-Q as filed with the SEC on June 27, 2024 ("Q-1 Form 10-Q"); and (iii) the Company's unaudited interim financial statements for three and six months ended June 30, 2024, included in the Quarterly Report for three and six months ended June 30 on Form 10-Q as filed with the SEC on August 19, 2024 ("Q-2 Form 10-Q"), should no longer be relied upon due to the misstatements described below.

For the years ended December 31, 2023 and 2022

●	Accounts Receivable, Deferred Revenue, and Revenue- a reconciliation of customer accounts and revenue cut-off caused adjustments to these accounts related to the timing of revenue recognition.

●	Inventory - Reconciliation of inventory resulted in a reduction of inventory primarily related to (1) a write off of shipping and consumables, (2) decrease in inventory overhead allocation to inventory and (3) a cut-off adjustment for finished goods inventory.

●	Resale Commissions income - Resale commissions income represents the commissions earned on vehicles that are traded in and resold by the Company. A reconciliation of customer accounts caused a decrease to resale commissions income.

●	Accrued and other liabilities- certain accruals were adjusted based on better information being received at the time of the re-audit.

●	The restatement also includes corrections for other errors identified as immaterial, individually and in the aggregate, to our consolidated financial statements.

●	The net impact of correcting these errors will be an increase in net loss of approximately $1.0 million and $0.6 million for the years ended December 31, 2023 and 2022, respectively.

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