ECD Automotive Design, Inc. (ECDA) Earnings Call Transcript & Summary

Ladies and gentlemen, I am Scott Wallace. Chief Executive Officer and Chairman of ECD Automotive Design, Inc. and Chairman of this meeting. I hereby call this Annual Meeting of Stockholders of ECD Automotive Design, Inc. to order. Benjamin Piggott, CFO of ECD Automotive Design, Inc. and a stockholder of record and Olivia Wang of the law firm of Loeb & Loeb LLP, the company's outside legal counsel and proxy holder for a stockholder of record are also present at this meeting. I'd also like to take this opportunity to introduce James Prestiano of Loeb & Loeb. I have asked to be Secretary of this annual meeting and record the minutes. Before considering the business to be taken up at this annual meeting, I'd like Mr. Prestiano to report on the formal steps taken in connection with it.

Mr. Chairman, the Board of Directors of the company has adopted resolutions, which authorized this annual meeting. I previously presented to you the signed affidavit of Amanda [ Ramnauth, ] the Assistant to the Vice President of Continental Stock Transfer & Trust Company, which states that the definitive proxy statement, proxy card and annual report on Form 10-K were mailed on July 11, 2025, to each of the registered holders of the company appearing on such hearing as such, on the books kept by Continental Stock Transfer & Trust Company at the close of business on July 2, 2025, the record date for this annual meeting. A certified list of the holders of common stock of the company as of the record date that was compiled by Continental Stock Transfer & Trust Company is available for inspection during this meeting. The list sets forth each stockholder's address and the holdings as they appear on the records of the transfer agent and on the company's stockholder. According to this list, there were 47,582,259 shares of common stock issued and outstanding as of the record date. Each outstanding share of common stock is entitled to 1 vote on the matters presented to this annual meeting.

Thank you, Mr. Prestiano. I would like you to file the affidavit as to the mailing of the proxy materials in the company's minute book with the minutes of this meeting. I hereby appoint Karen Smith, President and CEO of Advantage Proxy, Inc. to act as the inspector of the election of this annual meeting. The inspector has executed a notice to carry out her duties impartially and to the best of her ability. She will distribute and collect the ballots and count the votes.

Mr. Chairman, I previously presented to you the oath signed by the Inspector of Election.

The oath of the Inspector of Election will be filed with the minutes of this annual meeting with the inspector now provide us with the count of the stockholders present by virtual attendance or by proxy.

Mr. Chairman, I can report that a preliminary count indicates the presence of a quorum. I'm in the process of completing account of all stockholders present by virtual attendance or by proxy and will render an exact report at the end of the annual meeting.

Since the holders of record of a majority of the outstanding shares of common stock of the company entitled to vote at this annual making are present by the virtual attendance or by proxy, I declare that a quorum is present. The first item of business today is the proposal to approve 1 or more amendments to the Company's Certificate of incorporation, the charter, to allow our Board of Directors to effect in its direction prior to July 31, 2026, one of our more reverse stocks splits of all our issued and outstanding common stock. Our value 0.0001 per share of common stock, up to an aggregate ratio of 1 for 200. The maximum approved split ratio with the timing and ratio each and approved split ratio of each applicable reverse stock split to be determined by the Board if effected. We refer to this proposal as the reverse split proposal.

As a proxy for a stockholder of record of the company, I move to approve the reverse split proposal.

As a proxy for a stockholder of record of the company, I second the motion.

The second item of business today is the proposal to approve pursuant to NASDAQ Rule 5635, our issuance of all shares of common stock issuable pursuant #1, the securities purchase agreement dated June 5, 2025, #2, second exchange agreement dated June 20, 2025; and #3, the equity purchase payment agreement dated June 20, 2025 as applicable. In excess of 19.99% of the total issued and outstanding shares of common stock as of June 5, 2025, the exchange cap at an average price that is less than the minimum price as defined under the NASDAQ rules. We refer to this proposal of the share issuances proposal.

As a proxy for a shareholder of record of the company, I move to approve the share issuance proposal.

As a proxy for a stockholder of record of the company, I second the motion.

The third item of business today is the proposal to approve an amendment to the 2023 equity incentive plan to increase the number of shares of common stock reserved under the plan from 2.5 million shares to 15 million shares. We refer to this proposal as the incentive plan amendment proposal.

As a proxy for a stockholder of record of the company, I move to approve the incentive plan amendment proposal.

As a proxy for a stockholder of record of the company, I second the motion.

Fourth item of business today is the proposal to elect Thomas Wood as the Class II director to serve until the 2028 Annual Meeting and until his respective successor has been duly elected and qualified or until his earlier resignation, removal or death. We refer to this proposal as the directors' proposal.

As a proxy for a stockholder of record of the company, I move to approve the director proposal.

As a proxy for a stockholder of record of the company, I second the motion.

The fifth item of business today is the proposal to ratify the appointment of Bart and CPA, PLLC as our independent registered public accounting firm for the year ending December 31, 2025. We refer to this proposal of the auditor ratification proposal.

As a proxy for a stockholder of record of the company, I move the auditor ratification proposal.

As a proxy for a stockholder of record of the company, I second the motion.

Are there any other matters to be brought before this meeting? If not, I now call for the vote for proposals 1, 2, 3, 4 and 5. Now I'd like the inspector of election to complete a report showing a final count of the shares represented here today by virtual attendance and by proxy under tally of the votes cast in regard to the proposal.

As the inspector of election, I hereby report that there are 25,361,158 shares of common stock entitled to vote at this annual meeting by virtual attendance or by proxy, comprising approximately 53.30% of the outstanding shares of common stock of the company. In voting for proposal 1 referred to earlier, I hereby report that 25,054,699 shares of common stock of the company were voted in favor of the reverse stock split proposal. And as such number constitutes at least 52.66% of the outstanding shares of common stock of the company and entitled to vote, which were present at this meeting and were voted.

Thank you. I declare that reverse stock split proposal we cited above has been approved.

In voting for proposal 2 referred to earlier, I hereby report that 24,946,727 shares of common stock of the company were voted in favor of the share issuances proposal. And that such number constitutes at least 98.37% of the outstanding shares of common stock of the company entitled to vote, which were present at this meeting and were voted.

Thank you. I declare the share issuances proposal we cited above has been approved.

In voting for Proposal 3 referred to earlier, I hereby report that 24,924,256 shares of common stock of the company were voted in favor of the incentive plan amendment proposal. And that such number constitutes at least 98.28% of the outstanding shares of common stock of the company entitled to vote, which were present at this meeting and were voted.

Thank you. I declare that the incentive plan amendment proposal we cited above has been approved.

In voting for proposal 4 referred to earlier, I hereby report that 25,051,435 shares of common stock of the company were voted in favor of the election of Thomas Wood and that such number constitutes at least 98.78% of the outstanding shares of common stock of the company entitled to vote, which were present at this meeting and were voted.

Thank you. I declare that the election of Thomas Wood has been approved.

And voting for Proposal 5 referred to earlier, I hereby report that 25,288,332 shares of common stock of the company were voted in favor of the auditor ratification proposal and that such number constitutes at least 99.71% of the outstanding shares of common stock of the company entitled to vote, which were present at this meeting and were voted.

Thank you. I declare that the auditor ratification proposal we cited above has been approved. Is there a motion for adjournment?

I move that the annual meeting be adjourned.

I second the motion.

There have been no objections to the motion made to adjourn this annual meeting. I hereby declare this meeting adjourned.