Special meeting at ECD Automotive (NASDAQ: ECDA) ends without quorum

Rhea-AI Filing Summary

ECD Automotive Design, Inc. reported that a special meeting of stockholders scheduled for January 12, 2026 was cancelled because a quorum was not achieved.

On the December 12, 2025 record date, 6,876,873 shares of common stock were entitled to vote, and the presence of holders of 2,292,291 shares, or one-third of the issued and outstanding common stock entitled to vote, was required for a quorum. That threshold was not met, so no business was conducted and no proposals were voted on at the special meeting.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

January 12, 2026

Date of Report (Date of earliest event reported)

ECD AUTOMOTIVE DESIGN, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware		001-41497		86-2559175
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

4390 Industrial Lane Kissimmee, Florida		34758
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (407) 483-4825

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock		ECDA		The Nasdaq Stock Market LLC
Warrants		ECDAW		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07. Submission of Matters to a Vote of Security Holders.

On January 12, 2026, ECD Automotive Design, Inc. (the “Company”) held a special meeting of stockholders (the “Special Meeting”), pursuant to a definitive proxy statement, filed with the Securities and Exchange Commission on December 29, 2025.  On December 12, 2025, the record date for the Special Meeting, there were 6,876,873 shares of common stock of the Company entitled to be voted at the Special Meeting.  The presence in person or by proxy of the holders of 2,292,291 shares, or one-third of the shares of common stock issued and outstanding and entitled to vote, represented in person or by proxy, was required to constitute a quorum.  A quorum was not present at the Special Meeting. The Chairman of the Special Meeting cancelled the Special Meeting. 

No Offer or Solicitation

This Current Report on Form 8-K is for informational purposes only and is not intended to and shall not constitute a proxy statement or the solicitation of a proxy, consent or authorization with respect to any securities or in respect of an initial business combination or PIPE financing and is not intended to and shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy or subscribe for any securities or a solicitation of any vote of approval, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: January 15, 2026
	ECD AUTOMOTIVE DESIGN, INC.
	By:	/s/ Scott Wallace
	Name:	Scott Wallace
	Title:	Chief Executive Officer

FAQ

What happened at ECD Automotive Design (ECDA)'s January 12, 2026 special meeting?

The January 12, 2026 special meeting of stockholders was cancelled because a quorum was not present, so no business was conducted and no proposals were voted on.

How many ECD Automotive Design (ECDA) shares were entitled to vote at the special meeting?

On the December 12, 2025 record date, 6,876,873 shares of ECD Automotive Design common stock were entitled to be voted at the special meeting.

What quorum was required for ECD Automotive Design's special meeting?

A quorum required the presence in person or by proxy of holders of 2,292,291 shares, representing one-third of the issued and outstanding common stock entitled to vote.

Why did ECD Automotive Design (ECDA) cancel the special meeting?

The special meeting was cancelled because the required quorum of 2,292,291 shares was not reached, and without a quorum the company could not conduct any stockholder business.

Were any proposals approved at ECD Automotive Design's cancelled special meeting?

No. Because a quorum was not present and the meeting was cancelled, no proposals were presented or approved at the special meeting.

What document governed ECD Automotive Design's special meeting of stockholders?

The special meeting was held pursuant to a definitive proxy statement filed with the Securities and Exchange Commission on December 29, 2025.