ECD Automotive Design completes First Additional Closing under SPA

Rhea-AI Filing Summary

ECD Automotive Design (ECDA) entered a First Additional Closing under its SPA, selling 1,111 shares of Series C Convertible Preferred Stock to an accredited investor for a discounted purchase price of $999,900. The shares carry an aggregate Stated Value of $1,111,000. The SPA permits additional closings for up to 25,000 shares of Series C Preferred across all buyers. The Holder’s election was delivered on October 24, 2025, and the First Additional Closing occurred on October 28, 2025.

The company also plans further cost-reduction measures expected to generate approximately $1.6 million in annualized savings. In parallel, it intends to pursue mergers, acquisitions, and other strategic transactions aimed at supporting growth and improving margins. These actions are expected to assist in regaining compliance with the Nasdaq shareholder equity continued listing requirement, for which an extension has been granted.

Insights

Capital markets and corporate finance analyst

Small preferred raise completed; cost cuts outlined.

ECDA completed a First Additional Closing under its SPA, selling 1,111 Series C Preferred shares for a discounted purchase price of $999,900. The instrument is convertible per the Certificate of Designations, implying potential future common issuance tied to conversion mechanics, but specific conversion outcomes are not detailed in the excerpt.

The SPA allows up to 25,000 Series C Preferred shares across buyers, so additional closings remain possible. The company also targets approximately $1.6 million in annualized savings, alongside potential M&A. These moves are cited as steps toward regaining compliance with Nasdaq’s shareholder equity requirement, with an extension granted.

Key items to watch include any subsequent closings under the SPA, disclosure of conversion terms in practice, and realized savings versus the approximately $1.6 million target. Dates referenced include the Holder’s notice on October 24, 2025 and the First Additional Closing on October 28, 2025.

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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

October 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 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 1.01 Entry into a Material Definitive Agreement. 

As previously disclosed in a Current Report on Form 8-K filed on August 13, 2025, ECD Automotive Design, Inc. (the “Company”), entered into a securities purchase agreement (the “SPA”) by and between the Company and an accredited investor (the “Holder”). Capitalized terms not defined herein shall have the meaning ascribed to them in the SPA. Pursuant to the SPA the Holder purchased, and the Company sold 1,111 shares of the Company’s Series C Convertible Preferred Stock (the “Initial Preferred Shares”, and the shares of Common Stock issuable pursuant to the terms of the Certificate of Designations, including, without limitation, upon conversion or otherwise of the Initial Preferred Shares, collectively, the “Initial Conversion Shares”) for a discounted aggregate purchase price of $999,900.

The SPA provided further that the Holder may require the Company to participate in one or more Additional Closings for purchase by the Holder, and the sale by the Company, of up to the aggregate number of shares of Series C Preferred Stock, which aggregate number for all Buyers shall not exceed 25,000 shares of Series C Preferred Stock (collectively, the “Additional Preferred Shares”, and together with the Initial Preferred Shares, the “Preferred Shares”, and the shares of Common Stock issuable pursuant to the terms of the Certificate of Designations, including, without limitation, upon conversion or otherwise of the Additional Preferred Shares, collectively, the “Additional Conversion Shares”, and together with the Initial Conversion Shares, the “Conversion Shares”).

On October 24, 2025, the Holder delivered notice to the Company, pursuant to which the Holder elected to participate in an additional closing under the SPA (the “First Additional Closing”). At the First Additional Closing, the Company will sell to the Holder and the Holder will purchase from the Company, 1,111 shares of Series C Preferred Stock with a Stated Value (as defined in the Certificate of Designations) of $1,111,000 for a discounted purchase price of $999,900. The First Additional Closing occurred on October 28, 2025.

As part of its ongoing initiatives, the Company will implement additional cost-reduction measures to streamline operations, which are expected to result in annualized savings of approximately $1.6 million. In parallel, the Company plans to pursue mergers, acquisitions and other strategic transactions intended to support growth and enhance overall margins. These actions are also expected to assist the Company in regaining compliance with the Nasdaq shareholder equity continued listing requirement, for which the Company has been granted an extension. 

Cautionary Note Regarding Forward-Looking Statements

This Current Report on Form 8-K includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “future,” “outlook,” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements include, but are not limited to, statements regarding estimates and forecasts of other performance metrics and projections of market opportunity. These statements are based on various assumptions, whether or not identified in this communication and on the current expectations of ECD’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of ECD. Some important factors that could cause actual results to differ materially from those in any forward-looking statements could include changes in domestic and foreign business, market, financial, political and legal conditions.

If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that ECD do not presently know, or that ECD currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect ECD’s current expectations, plans and forecasts of future events and views as of the date hereof. Nothing in this communication should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements in this communication, which speak only as of the date they are made and are qualified in their entirety by reference to the cautionary statements herein and the risk factors of ECD described in the ECD’s Annual Report on Form 10-K for the year ended December 31, 2024, as amended, filed with the SEC, including those under “Risk Factors” therein. ECD anticipates that subsequent events and developments will cause its assessments to change. However, while ECD may elect to update these forward-looking statements at some point in the future, ECD specifically disclaims any obligation to do so, except as required by law. These forward-looking statements should not be relied upon as representing ECD’s assessments as of any date subsequent to the date of this communication. Accordingly, undue reliance should not be placed upon the forward-looking statements.  

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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: October 28, 2025
	ECD AUTOMOTIVE DESIGN, INC.
	By:	/s/ Victoria Hay
	Name:	Victoria Hay
	Title:	Chief Financial Officer

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FAQ

What financing did ECDA (ECDA) announce?

ECDA completed a First Additional Closing under its SPA, selling 1,111 Series C Preferred shares for a discounted purchase price of $999,900.

What is the stated value of the Series C Preferred in this closing?

The 1,111 Series C Preferred shares have an aggregate Stated Value of $1,111,000.

How many Series C Preferred shares can be sold under the SPA?

The SPA permits additional closings for up to 25,000 shares of Series C Preferred across all buyers.

When did the First Additional Closing occur?

The Holder elected on October 24, 2025, and the First Additional Closing occurred on October 28, 2025.

What cost savings did ECDA target?

ECDA expects approximately $1.6 million in annualized savings from additional cost-reduction measures.

How does this relate to Nasdaq listing compliance?

The company states these actions are expected to assist in regaining compliance with the Nasdaq shareholder equity continued listing requirement; an extension was granted.

Does ECDA plan strategic transactions?

Yes. ECDA plans to pursue mergers, acquisitions, and other strategic transactions to support growth and enhance margins.