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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 15, 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 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officer; Compensatory Arrangements of Certain Officers.
Departure of Chief Financial Officer
On August 15, 2025, Benjamin Piggott departed from
his role as Chief Financial Officer of the Company. Mr. Piggott will transition to a new role as Director of Corporate Development of
the Company. In his new position Mr. Piggott will be paid a salary of $225,000 per year plus certain other benefits. A copy of Mr. Piggott’s
engagement letter is attached hereto as Exhibit 10.1.
Appointment of Chief Financial Officer
On August 15, 2025, the Board appointed Victoria Hay
as the Chief Financial Officer and Principal Financial Officer of the Company. Mrs. Hay, 42, has been the co-owner and President of Flexible
Consulting, LLC, a financial and accounting consulting firm, since May 2021. In her capacity as President of Flexible Consulting, LLC,
Mrs. Hay has acted as a financial and accounting advisor for numerous companies, including acting as contracted Interim Chief Financial
Officer of Nauticus Robotics and Chief Financial Officer of Enovate, an AI company focused on the oil and gas sector. Prior to her time
at Flexible Consulting, LLC, Mrs. Hay was at Weatherford International plc (NASDAQ: WFRD) from 2008 to May 2021 in accounting and finance
roles of increasing seniority, most recently as the Senior Director – Global Accounting and Reporting Services. Mrs. Hay began her
career as a finance analyst with Morgan Stanley. Mrs. Hay is a CIMA chartered accountant and has a BSC (Hon) in Biotechnology and Management
from Edinburgh University.
Mrs. Hay, through Flexible Consulting, LLC, will receive
cash compensation of $20,000 per month and up to $2,000 per month of expense reimbursement. Mrs. Hay will also be granted $150,000 of
common stock of the Company valued and issued on January 2, 2026. A copy of Mrs. Hay’s engagement letter is attached hereto as Exhibit
10.2.
There is no arrangement or understanding between Mrs.
Hay and any other person pursuant to which she was to be selected as an officer, and there is no family relationship between Mrs. Hay
and any of the Company’s directors, executive officers, or any person nominated or chosen by the Company to become a director or
executive officer.
Since March 2025, the Company
has engaged Flexible Consulting, LLC, where Mrs. Hay is President, and which she co-owns, to provide it with accounting and finance services
relating to its quarterly and monthly reporting. The total value of services provided to date is $123,000.
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* |
|
Engagement Agreement for Benjamin Piggott, dated August 15, 2025 |
| 10.2* |
|
Engagement Agreement for Victoria Hay, dated August 15, 2025 |
| 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 18, 2025 |
|
|
| |
|
|
| |
ECD AUTOMOTIVE DESIGN, INC. |
| |
|
|
| |
By: |
/s/ Scott Wallace |
| |
Name: |
Scott Wallace |
| |
Title: |
Chief Executive Officer |
