[8-K] ECD Automotive Design, Inc. Reports Material Event

Rhea-AI Filing Summary

ECD Automotive Design (ECDA) announced its S‑1 became effective, registering up to $300,000,000 of common stock for sale under its Equity Purchase Facility Agreement (EPFA). The company may commence sales under the EPFA on November 4, 2025.

The registration also covers shares held by certain selling securityholders for resale and securities underlying the company’s private and publicly traded warrants. ECDA plans to use net proceeds from EPFA sales to acquire Bitcoin as a treasury reserve asset, as well as to raise capital for growth and for general corporate purposes.

Insights

Capital markets and corporate treasury analyst

S‑1 effectiveness enables equity line sales; proceeds earmarked for Bitcoin and growth.

ECDA now has an effective shelf allowing sales of up to $300,000,000 in common stock via an Equity Purchase Facility Agreement. Sales may begin on November 4, 2025. The filing also registers selling securityholder resales and securities underlying private and public warrants.

Management states net proceeds from EPFA sales are planned for acquiring Bitcoin as a treasury reserve asset, plus growth and general corporate purposes. Actual capital raised will depend on issuance decisions and market conditions.

Key watch items are the pace and pricing of any EPFA draws after November 4, 2025, and subsequent disclosures quantifying Bitcoin purchases and remaining capacity under the $300,000,000 facility.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

FAQ

What did ECDA (ECDA) announce in its 8-K?

The company reported its Form S-1 became effective, registering up to $300,000,000 of common stock for sale under its Equity Purchase Facility Agreement and covering certain resale and warrant-related securities.

How much can ECDA sell under the Equity Purchase Facility (EPFA)?

The S-1 registers up to $300,000,000 worth of ECDA common stock for sale under the EPFA.

When can ECDA begin selling shares under the EPFA?

The company states it is able to commence EPFA sales on November 4, 2025.

What does the S-1 cover besides the EPFA shares?

It includes shares held by certain selling securityholders for resale and securities underlying ECDA’s private and publicly traded warrants.

How will ECDA use net proceeds from EPFA sales?

The company plans to acquire Bitcoin as a treasury reserve asset, and to raise capital for growth and general corporate purposes.

What is the date of the Equity Purchase Facility Agreement?

The EPFA was dated June 20, 2025.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 11/04/2025 - 08:51 AM Learn about SEC 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

November 3, 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 November 3, 2025, the registration statement (the “Registration Statement”) on Form S-1 (File No. 333-288692) filed by ECD Automotive Design, Inc. (the “Company”) became effective. In addition to registering shares held by certain selling securityholders for resale, and the securities underlying the Company’s private warrants and publicly traded warrants, the Registration Statement also registered up to $300,000,000 worth of shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) for sale under the previously disclosed Equity Purchase Facility Agreement, dated June 20, 2025 (the “EPFA”). Accordingly, the Company is able to commence sales of Common Stock under the EPFA on November 4, 2025.

As previously disclosed, prior to entering into the EPFA, the Company adopted a new Bitcoin treasury strategy, to acquire Bitcoin as a treasury reserve asset. The Company plans to use the net proceeds from the EPFA to acquire Bitcoin as a treasury reserve asset, to raise capital for growth and for general corporate purposes.

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
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: November 4, 2025
	ECD AUTOMOTIVE DESIGN, INC.
	By:	/s/ Victoria Hay
	Name:	Victoria Hay
	Title:	Chief Financial Officer

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