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  4. [8-K] ECD Automotive Design, Inc. Reports Material Event

Parent of ECD Automotive (NASDAQ: ECDA) adds $395,859.66 secured convertible note

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

ECD Automotive Design, Inc. expanded its financing with its parent company through additional senior secured convertible notes. The parent investor purchased new notes with an original principal of $395,859.66 for $360,326.85, under a prior agreement allowing up to $21,972,275.38 in notes.

The additional notes mature on December 12, 2026 and carry a 9.99% beneficial ownership cap, limiting how much common stock the holder can own after conversion. At the floor conversion price of $0.0034 per share, the new notes would convert into 116,429,312 shares of common stock. The parent holder has also provided loans with aggregate outstanding principal of $12,844,574. The securities were issued in a private placement relying on Section 4(a)(2) and Rule 506 of Regulation D.

Positive

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Insights

ECDA adds high-conversion, insider-held convertible debt with potential dilution over time.

ECD Automotive issued additional senior secured convertible notes to its parent investor with principal of $395,859.66. These notes sit within a larger $21,972,275.38 convertible program and mature on December 12, 2026, adding secured debt to the capital structure.

The notes carry a floor conversion price of $0.0034 per share, implying 116,429,312 shares if fully converted, and include a 9.99% beneficial ownership limitation to cap the holder’s post-conversion stake. The same holder has aggregate outstanding loans of $12,844,574, underscoring ECDA’s reliance on this financing relationship.

The transaction was executed as a private placement under Section 4(a)(2) and Rule 506 of Regulation D, so it does not immediately expand public float. Future company disclosures may clarify how much of the outstanding convertible capacity and related loans remain and how conversion evolves through 2026.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 3.02 Unregistered Sales of Equity Securities Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 3.03 Material Modification to Rights of Security Holders Securities
A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Maximum notes program $21,972,275.38 principal Aggregate principal amount available under June 2025 securities purchase agreement
New note principal $395,859.66 Original principal amount of additional senior secured convertible notes
New note purchase price $360,326.85 Cash purchase price paid by holder for additional notes
Maturity date December 12, 2026 Stated maturity of additional notes unless converted or redeemed earlier
Floor conversion price $0.0034 per share Minimum price used to calculate conversion into common stock
Shares on conversion 116,429,312 shares Common shares if new notes fully converted at floor price
Ownership cap 9.99% Beneficial ownership limitation on post-conversion common stock
Outstanding loans from holder $12,844,574 principal Aggregate outstanding principal of loans made by holder to company
senior secured convertible notes financial
"a series of senior secured convertible notes (“Notes”) in an aggregate principal amount"
A senior secured convertible note is a loan a company issues that sits near the top of its repayment order (senior), is backed by specific assets as collateral (secured), and can be swapped into company shares later (convertible). For investors this matters because it combines lower risk of repayment and legal protection from the collateral with the upside of converting into equity—so it affects both the safety of debt holders and potential dilution for shareholders.
beneficial ownership limitation financial
"The additional Notes include a beneficial ownership limitation, which provides that the Notes may not be exercised"
A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.
Section 4(a)(2) of the Securities Act regulatory
"are exempt from the registration requirements of the Securities Act, pursuant to Section 4(a)(2) of the Securities Act"
A legal exemption that allows a company to sell securities directly to a limited group of buyers without registering the offering with the Securities and Exchange Commission. Think of it like a private sale among known parties rather than a public auction: it can speed fundraising and reduce disclosure requirements, but it also means less public information, lower liquidity and resale restrictions—factors investors should consider when weighing risk and exit options.
Rule 506 of Regulation D regulatory
"and Rule 506 of Regulation D promulgated thereunder because, among other things, the transaction did not involve a public offering"
Rule 506 of Regulation D is a U.S. Securities and Exchange Commission exemption that lets companies sell securities privately without registering them with the SEC, similar to a private party invitation rather than a public auction. It matters to investors because it determines how much information they’ll receive, who can buy (accredited vs. non-accredited), whether public advertising is allowed, and how easily the investment can be resold — all factors that affect risk, transparency and liquidity.
emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

FAQ

What financing transaction did ECD Automotive Design (ECDA) complete in this 8-K?
ECD Automotive Design issued additional senior secured convertible notes to its parent investor with principal of $395,859.66. The notes were purchased for $360,326.85 under an existing securities purchase agreement that allows up to $21,972,275.38 in such notes overall.

When do the new ECD Automotive (ECDA) convertible notes mature?
The additional senior secured convertible notes are scheduled to mature on December 12, 2026, unless converted or redeemed earlier. The holder may extend this maturity date in certain circumstances, which are governed by the terms of the underlying securities purchase agreement and note documents.

How many ECD Automotive (ECDA) shares could the new notes convert into at the floor price?
If converted at the floor price of $0.0034 per share, the new notes’ aggregate principal would convert into 116,429,312 shares of common stock. This figure assumes full conversion and does not factor in the separate 9.99% beneficial ownership limitation included in the notes.

What is the beneficial ownership limitation on ECD Automotive’s new notes?
The additional notes include a 9.99% beneficial ownership limitation, restricting conversions that would push the holder above 9.99% of outstanding common stock. This cap applies immediately after each conversion, limiting how much of the company’s equity the holder can own through these notes.

How much does ECD Automotive’s parent lender have outstanding in loans to the company?
As of this report, the parent investor has made loans to ECD Automotive with an aggregate outstanding principal of $12,844,574. This amount is separate from the senior secured convertible notes issued under the securities purchase agreement referenced in the filing.

Under what securities law exemptions were ECD Automotive’s new notes issued?
The offer and sale of the additional notes, and the shares issuable upon conversion, relied on Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D. The investors are accredited, the deal was not public, and transfer of the securities is contractually restricted.

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

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Understanding 8-K Material Events →
false 0001922858 0001922858 2026-03-24 2026-03-24 0001922858 ecda:CommonStockCustomMember 2026-03-24 2026-03-24 0001922858 ecda:WarrantsCustomMember 2026-03-24 2026-03-24
 
 
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
 
 
March 24, 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 1.01. Entry Into a Material Definitive Agreement.
 
As previously disclosed, on June 5, 2025, the Company entered into a securities purchase agreement (the “June 2025 SPA”) with an institutional investor (the “Holder”) for a series of senior secured convertible notes (“Notes”) in an aggregate principal amount of up to $21,972,275.38.
 
On March 24, 2026, effective as of March 23, 2026, the Holder exercised its right to purchase additional Notes in the original principal amount of $395,859.66 for a purchase price of $360,326.85.  Unless converted or redeemed, the additional Notes will mature on December 12, 2026, subject to the Holder’s right to extend such date in certain circumstance. The additional Notes include a beneficial ownership limitation, which provides that the Notes may not be exercised to the extent that the Holder would own more 9.99% of the outstanding Common Stock immediately after giving effect to such conversion. If the additional Notes were to be converted at the floor price of $0.0034 per share, without giving effect to the beneficial ownership limitation, the aggregate principal amount of the additional Notes would be convertible into 116,429,312 shares of Common Stock. The terms and conditions of the additional Notes are described more fully in the Company’s Current Report on Form 8-K filed on June 11, 2025, and such description is incorporated herein by reference.
 
As of the date of this report, the Holder is the parent of the Company and has made loans to the Company with an aggregate outstanding principal amount of $12,844,574.
 
The offer and sale of the additional Notes, and of the shares of Common Stock issuable upon conversion of the additional Notes, are exempt from the registration requirements of the Securities Act, pursuant to Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder because, among other things, the transaction did not involve a public offering, the investors are accredited investors, the investors are taking the securities for investment and not resale, and the Company took appropriate measures to restrict the transfer of the securities.
 
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
 
The information set forth under Item 1.01 is incorporated herein by reference.
 
Item 3.02. Unregistered Sales of Equity Securities.
 
The information set forth under Item 1.01 is incorporated herein by reference.
 
Item 3.03. Material Modification to Rights of Security Holders.
 
The information set forth under Item 1.01 is incorporated herein 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
4.1
 
Senior Secured Convertible Note (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed on June 11, 2025).
104*
 
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
 
*
Filed herewith.
 
 
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: March 30, 2026
 
 
 
 
 
 
ECD AUTOMOTIVE DESIGN, INC.
 
 
 
 
By:
/s/ Victoria Hay
 
Name:
Victoria Hay
 
Title:
Chief Executive Officer
 
 
 

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

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