Exhibit 3.1

AMENDMENT

TO

THE SECOND AMENDED AND RESTATED BYLAWS

OF

ECD AUTOMOTIVE DESIGN, INC.

ECD AUTOMOTIVE DESIGN, INC. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify:

1. The name of the Corporation is: ECD Automotive Design, Inc.

2. The Board of Directors of the Corporation has duly adopted a resolution authorizing an amendment to the Corporation’s Second Amended and Restated Bylaws (as amended, the “Bylaws”) to reduce the quorum required for duly transacting business at stockholders’ meetings from a majority of the voting power of the Company’s outstanding shares of capital stock or applicable series of securities to one-third of such voting power.

3. Section 2.4 of the Corporation’s Second Amended and Restated Bylaws is hereby amended by replacing the original paragraph with the following paragraph:

Section 2.4. Quorum. Except as otherwise provided by applicable law, the Certificate of Incorporation or these Bylaws, the presence, in person or by proxy, at a stockholders meeting of the holders of shares of outstanding capital stock of the Corporation representing one-third of the voting power of all outstanding shares of capital stock of the Corporation entitled to vote at such meeting shall constitute a quorum for the transaction of business at such meeting, except that when specified business is to be voted on by a class or series of stock voting as a class, the holders of shares representing one-third of the voting power of the outstanding shares of such class or series shall constitute a quorum of such class or series for the transaction of such business. If a quorum shall not be present or represented by proxy at any meeting of the stockholders of the Corporation, the chairman of the meeting may adjourn the meeting from time to time in the manner provided in Section 2.6 until a quorum shall attend. The stockholders present at a duly convened meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum. Shares of its own stock belonging to the Corporation or to another corporation, if a majority of the voting power of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the Corporation, shall neither be entitled to vote nor be counted for quorum purposes; provided, however, that the foregoing shall not limit the right of the Corporation or any such other corporation to vote shares held by it in a fiduciary capacity.

4. This Amendment has been duly approved by the Board of Directors of the Corporation in accordance with the Bylaws.

IN WITNESS WHEREOF, the Corporation has caused this Amendment is duly adopted by an authorized officer this 11^th day of December, 2025.

         ECD AUTOMOTIVE DESIGN, INC.

By:         /s/ Scott Wallace                        

Name:     Scott Wallace

Title:       Chief Executive Officer

Exhibit 10.1

AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT

(Scott M. Wallace – ECD Auto Design)

This Amendment No. 1 (this “Amendment”) to the Employment Agreement dated December 12, 2023 (the “Agreement”) is entered into as of December 12, 2025 (the “Amendment Effective Date”), by and between Humble Imports Inc d/b/a ECD Auto Design, a Florida corporation (the “Company”), and Scott M. Wallace (the “Employee”). Capitalized terms used but not defined herein have the meanings given in the Agreement.

1. Extension of Term

Section 3 of the Agreement is hereby amended to provide that, notwithstanding anything to the contrary therein, the Term of Employment is extended for an additional two (2) years, commencing on the Amendment Effective Date and continuing through December 12, 2027, unless earlier terminated in accordance with the Agreement.

2. Temporary Compensation Adjustment

Effective as of the Amendment Effective Date:

(a) Employee’s annual base Salary shall be temporarily reduced by ten percent (10%).

(b) This compensation reduction shall be reviewed and reassessed by the Company on a quarterly basis, at which time the Company may elect, in its sole discretion, to continue, modify, or discontinue the reduction.

(c) Except as expressly modified herein, all other compensation terms under Section 4 of the Agreement shall remain unchanged.

3. No Other Modifications

Except as expressly amended by this Amendment, all terms, conditions, covenants, and provisions of the Agreement remain in full force and effect and are hereby ratified and confirmed.

4. Counterparts

This Amendment may be executed in one or more counterparts, including signatures delivered electronically or via PDF, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the Parties have executed this Amendment as of the Amendment Effective Date.

HUMBLE IMPORTS INC d/b/a ECD AUTO DESIGN

By: /s/ Pat Lavelle                                         

Name:  Pat Lavelle

Title:     Director

EMPLOYEE:

/s/ Scott M. Wallace                                         

Scott M. Wallace

Exhibit 99.1

ECD Automotive Design Announces Agreement to Increase Factory Utilization and Drive Fixed-Cost Absorption

The Agreement Integrates Production from a Regional 4×4 Restoration Shop Into ECD’s Facility, With ECD Allocating a Minimum of Ten Percent of Its Annual Production Capacity to the Program

KISSIMMEE, Fla., Dec. 12, 2025 (GLOBE NEWSWIRE) -- ECD Automotive Design, Inc. (“ECD” or the “Company”) (NASDAQ: ECDA), the world’s largest Land Rover and Jaguar restoration company known for its custom luxury builds, including bespoke Defenders, Range Rovers, Jaguar E-Types, Ford Mustangs, and Toyota FJs, today announced that it has signed an agreement to assume select builds from a regional 4x4 restoration and modification shop servicing the southern New England market.

CEO Scott Wallace commented, “Since going public, one of ECD’s primary objectives has been to fill our factory, which is a key driver on our path to achieving cash-flow breakeven. We believe ECD operates one of the most advanced facilities in the United States, backed by a deeply skilled team of artisan mechanics, upholsters and painters that produces high-end restomods across a wide variety of models. Working with regional builders that address unique pockets of demand but don’t necessarily have the capacity to fulfill the orders is a win-win for both parties. We’re able to absorb incremental volume efficiently with our existing infrastructure, and they gain access to the craftsmanship, capacity, and reliability that ECD is known for.”

CFO Victoria Hay added, “This agreement is another meaningful step in improving our cost structure, enabling us to deploy our skilled workforce more efficiently, smooth production planning, and strengthen unit economics. By committing at least ten percent of our production capacity to this collaboration, we expect to add a minimum of twenty units per year to our backlog. We anticipate the agreement to have a positive contribution margin, supporting stronger overhead absorption across the business.”

About ECD Auto Design

ECD, a public company trading under ECDA on the Nasdaq, is a creator of restored luxury vehicles that combines classic English beauty with modern performance. Currently, ECD restores Land Rover Defenders, Land Rover Series IIA, the Range Rover Classic, the Jaguar E-Type and we have recently added Ford Mustang and Toyota FJ. Historically, each vehicle produced by ECD was fully bespoke, a one-off that is designed by the client through an immersive luxury design experience and hand-built from the ground up in 2,200 hours by master-certified Automotive Service Excellence ("ASE") craftsmen. The Company was founded in 2013 by three British "gear heads" whose passion for classic vehicles is the driving force behind exceptionally high standards for quality, custom luxury vehicles. ECD's global headquarters, known as the "Rover Dome," is a 100,000-square-foot facility located in Kissimmee, Florida that is home to 98 staff with 67 talented craftsmen and technicians, who hold a combined 66 ASE and three master level certifications. ECD has an affiliated logistics center in the U.K. where its employees work to source and transport 25-year-old work vehicles back to the U.S. for restoration. For more information, visit www.ecdautodesign.com.

Cautionary Note Regarding Forward-Looking Statements

This press release includes express or implied statements that are not historical facts and are considered forward-looking within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act. Forward-looking statements involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or our future financial or operating performance and may contain projections of our future results of operations or of our financial information or state other forward-looking information. In some cases, you can identify forward-looking statements by the following words: “may,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue,” “ongoing,” “attempting,” or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words. The forward-looking statements in this press release are only predictions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. Forward-looking statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. You should carefully consider the risks and uncertainties that affect our business, including those described in our filings with the Securities and Exchange Commission (“SEC”), including under the caption “Risk Factors” in our Annual Report on Form 10-K filed for the year ended December 31, 2024 with the SEC, which can be obtained on the SEC website at www.sec.gov. These forward-looking statements speak only as of the date of this communication. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements, whether as a result of any new information, future events or otherwise. You are advised, however, to consult any further disclosures we make on related subjects in our public announcements and filings with the SEC.

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