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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
August 26, 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
3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
As
previously disclosed in the Current Report on Form 8-K filed with the Securities and Exchange Commission (the “Commission”)
on February 25, 2025, the Nasdaq Listing Qualifications Department (the “Staff”) notified ECD Automotive Design, Inc. (the
“Company”) that the market value of its listed securities had been below the minimum $35,000,000 required for continued listing
as set forth in Listing Rule 5550(b)(2) (the “Rule”) for the previous 30 consecutive trading days. Therefore, in accordance
with Listing Rule 5810(c)(3)(C), the Company was provided 180 calendar days, or until August 25, 2025, to regain compliance with the Rule.
On August
26, 2025, the Company received another notice (the “MVLS Delisting Notice”) from Nasdaq stating that the Company had not regained
compliance with the Rule and that this matter serves as an additional basis for delisting the Company’s securities from The Nasdaq
Stock Market. The Company has a hearing scheduled before the Nasdaq Hearings Panel (the “Panel”) on September 9, 2025 (the
“Hearing”), to appeal the Staff’s prior delisting notice to the Company, concerning the fact that
the bid price of the Company’s listed security had closed at less than $1 per share over 30 consecutive business days, and, as a
result, did not comply with Listing Rule 5550(a)(2). The Company plans to contest the MVLS Delisting Notice at the Hearing.
In the
event the Company is not successful at the Hearing, the trading of the Company’s common stock and warrants on The Nasdaq Stock Market
shall be suspended, and a Form 25-NSE will be filed with the Commission, which will delist the Company’s common stock and warrants
from The Nasdaq Stock Market. In the event this happens the Company’s securities will commence trading on the OTC Markets over-the-counter
market.
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) |
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: August 29, 2025 |
|
|
| |
|
|
| |
ECD AUTOMOTIVE DESIGN, INC. |
| |
|
|
| |
By: |
/s/ Victoria Hay |
| |
Name: |
Victoria Hay |
| |
Title: |
Chief Financial Officer |
