ECDA 8-K discloses Loeb & Loeb agreement and a Common Stock Warrant

Rhea-AI Filing Summary

ECD Automotive Design, Inc. filed a Form 8-K reporting a material event that attaches two dated exhibits and an Inline XBRL cover page. The filing lists an engagement agreement dated September 24, 2025 between the company and Loeb & Loeb LLP and a Common Stock Purchase Warrant also dated September 24, 2025. The submission includes an Inline XBRL cover page exhibit and is signed by Victoria Hay, the company Chief Financial Officer, with the filing dated September 29, 2025. The document discloses the existence and dates of these agreements but provides no operative financial terms, exercise prices, number of shares, counterparty economic details, or stated material effects on capitalization.

Positive

• Timely disclosure of exhibits and execution dates provides investor transparency
• Formal engagement with established law firm Loeb & Loeb LLP documented in an exhibit

Negative

• No economic terms disclosed for the warrant (exercise price, share count, expiration)
• Insufficient detail in the filing to assess potential dilution or cash impact

Insights

Capital Markets Analyst

TL;DR: The 8-K records corporate legal engagement and a warrant but omits economic terms needed to size investor impact.

The filing confirms a legal engagement with Loeb & Loeb LLP and a Common Stock Purchase Warrant both dated September 24, 2025, which are potentially material because warrants can dilute equity and legal agreements can relate to capital transactions. Without disclosed exercise prices, share counts, or fee schedules, the scale and timing of any dilution or cash flow effects cannot be measured from the text provided.

Key dependencies include the warrant's exercise mechanics and any transactional triggers in the engagement agreement; monitor future amendments, prospectus supplements, or additional filings for concrete terms in the near term (Q4 2025 time horizon implied by filing dates).

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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

September 24, 2025

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		(Commission File Number)		(I.R.S. Employer
of incorporation)				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 8.01 Other Events

On September 24, 2025, ECD Automotive Design, Inc. (the “Company”), entered into an agreement (the “Agreement”) with Loeb & Loeb LLP (“Loeb”), its securities counsel, to secure and pay legal fees up to $2,090,000 owed to Loeb (the “Fees”). Pursuant to the Agreement the Company issued and delivered to Loeb a common stock purchase warrant (the “Common Stock Purchase Warrant”) to acquire 550,000 shares of the Company’s common stock, par value $0.0001 per share (the “Warrant Shares”) at an exercise price of $0.01 per share. The number of warrants was calculated based upon the price of $3.80, which was the closing price of the Company’s common stock on September 23, 2025. Pursuant to the Agreement, the Fees shall be reduced dollar for dollar by the net proceeds Loeb realizes from the sale of the Warrant Shares. The Common Stock Purchase Warrants are exercisable for a period of three (3) years and the Company provided Loeb will certain registration rights with respect to the Warrant Shares. The Common Stock Purchase Warrant provides that the Company shall not effect any exercise and Loeb shall not have the right to exercise any portion of this Common Stock Purchase Warrant, to the extent that after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, Loeb (together with the Loeb’s Affiliates, and any other Persons acting as a group together with the Loeb or any of the Loeb’s Affiliates), would beneficially own in excess of 4.99%.

The foregoing descriptions of the Agreement and the Common Stock Purchase Warrant do not purport to be complete and are qualified in their entirety by reference to the complete text of the actual Agreement and the Common Stock Purchase Warrant, copies of which are attached hereto as Exhibits 10.1 and 10.2 and are herein incorporated by reference.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits.

The following exhibits are filed as part of, or incorporated by reference into, this Report.

No.		Description of Exhibit
10.1		Agreement, dated September 24, 2025, between ECD Automotive Design, Inc. and Loeb & Loeb LLP.
10.2		Common Stock Purchase Warrant, dated September 24, 2025.
104*		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

* Filed herewith.

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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: September 29, 2025
	ECD AUTOMOTIVE DESIGN, INC.
	By:	/s/ Victoria Hay
	Name:	Victoria Hay
	Title:	Chief Financial Officer

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FAQ

What did ECD Automotive Design (ECDA) file in the 8-K?

The company filed an 8-K disclosing an agreement with Loeb & Loeb LLP and a Common Stock Purchase Warrant, both dated September 24, 2025, plus an Inline XBRL cover page; no financial terms were included.

Does the 8-K state the warrant exercise price or number of shares for ECDA?

No. The filing lists the existence and date of the warrant but does not disclose the exercise price, share count, or expiration.

Who signed the 8-K for ECD Automotive Design?

The filing is signed by Victoria Hay, the Chief Financial Officer, and the filing is dated September 29, 2025.

Is there immediate dilution or cash impact disclosed by ECDA in this filing?

The document does not disclose any figures or terms that would quantify dilution or cash impact, so no immediate impact can be determined from this filing alone.

Will more information be filed about the warrant or agreement?

The filing itself does not state future filings, but investors should watch for follow-up amendments, prospectus supplements, or exhibits that include economic terms.