ECDA/ECDAW receives Nasdaq delisting warning; appeal to stay action

Rhea-AI Filing Summary

ECD Automotive Design, Inc. received a Nasdaq notice stating its common stock closed below $1 per share for a 30-business-day period and therefore failed to satisfy Listing Rule 5550(a)(2). The company was given a compliance period that ended on August 4, 2025 and did not regain the required bid price; it also does not meet the minimum stockholders' equity requirements for initial listing and its warrants are subject to delisting under Nasdaq rules.

On August 6, 2025 Nasdaq issued an additional notice saying trading will be suspended at the opening of business on August 15, 2025 and a Form 25-NSE will be filed unless the company requests an appeal by August 13, 2025. The company intends to timely request an appeal, and that hearing request will stay any suspension or delisting action pending the Panel's decision.

Positive

• Company intends to appeal the Nasdaq determination, and a hearing request will stay suspension or delisting pending review
• Trading and listing removal are not immediate while the company pursues the appeals process

Negative

• Failed to regain compliance with Nasdaq Listing Rule 5550(a)(2) after the 180-day cure period ended on August 4, 2025
• Ineligible for a second 180-day period, limiting available cure options under Nasdaq procedures
• Does not meet minimum stockholders' equity requirements for initial listing, an additional independent ground for delisting
• Warrants are subject to delisting pursuant to Listing Rule 5560(a), putting both equity and derivative securities at risk
• Immediate suspension scheduled at the opening of business on August 15, 2025 unless an appeal is filed by August 13, 2025

Insights

Financial Analyst

TL;DR This is a material negative: delisting risk may sharply reduce liquidity and market access if not resolved.

The Nasdaq notices confirm the company failed to cure a sustained bid-price deficiency and also lacks required stockholders' equity for initial listing. Nasdaq's timeline creates near-term execution risk: without a successful appeal or rapid compliance, public trading will be suspended and Form 25-NSE filed, which removes the securities from Nasdaq registration. Even with an appeal stay, uncertainty can reduce liquidity, impair capital-raising ability, and depress valuations until resolved.

Corporate Governance / Listing Specialist

TL;DR Procedural appeal can delay delisting, but the company faces significant listing-standards hurdles.

The company retains the procedural right to request review by the Nasdaq Hearings Panel; such a request will stay suspension or delisting pending the hearing. However, Nasdaq cited both price-based noncompliance and insufficient stockholders' equity, and the filing notes the company is ineligible for a second 180-day cure period. Remediation will require either restoring the bid price or meeting equity standards, or persuading the Panel of mitigating factors to avoid removal.

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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 6, 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 7, 2025, the Nasdaq Listing Qualifications Department (the “Staff”) notified ECD Automotive Design, Inc. (the “Company”) that the bid price of its listed security had closed at less than $1 per share over the previous 30 consecutive business days, and, as a result, did not comply with Listing Rule 5550(a)(2) (the “Rule”). In accordance with Listing Rule 5810(c)(3)(A), the Company was provided 180 calendar days, or until August 4, 2025, to regain compliance with the Rule. The Company has not regained compliance with the Rule and is not eligible for a second 180 day period. In addition, the Company does not comply with the minimum stockholders’ equity requirements for initial listing per Listing Rule 5810(c)(3)(A)(ii). Additionally, the Company warrants are subject to delisting pursuant to Listing Rule 5560(a).

On August 6, 2025, the Company received another notice (the “Additional Notice”) from Nasdaq stating that the Company had not regained compliance with the Rule. Accordingly, unless the Company requests an appeal of the determination before the Nasdaq Hearings Panel (the “Panel”) by August 13, 2025, trading of the Company’s common stock and warrants will be suspended at the opening of business on August 15, 2025, and a Form 25-NSE will be filed with the Commission, which will remove the Company’s securities from listing and registration on Nasdaq. The Company intends to timely request an appeal before the Panel. The hearing request will result in a stay of any suspension or delisting action pending the hearing.

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: August 12, 2025
	ECD AUTOMOTIVE DESIGN, INC.
	By:	/s/ Benjamin Piggott
	Name:	Benjamin Piggott
	Title:	Chief Financial Officer

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FAQ

What did Nasdaq notify ECD Automotive Design (ECDA/ECDAW) about?

Nasdaq notified the company that its bid price closed below $1 for the prior 30 consecutive business days and it did not regain compliance by the cure deadline.

What are the key dates investors should know?

The company missed compliance by August 4, 2025; received an additional notice on August 6, 2025; must request an appeal by August 13, 2025; suspension is set for opening of business on August 15, 2025 if no appeal is filed.

Will trading be suspended immediately?

Not immediately; trading will be suspended at the opening of business on August 15, 2025 unless the company timely requests an appeal by August 13, 2025, which would stay suspension pending the hearing.

Why are the company's warrants at risk (ECDAW)?

The filing states the company's warrants are subject to delisting under Nasdaq Listing Rule 5560(a), meaning they face removal separate from the common stock.

Is the company eligible for another Nasdaq cure period?

No; the filing states the company is not eligible for a second 180-day period under the referenced Nasdaq rule.

What immediate action will the company take?

The company intends to timely request an appeal before the Nasdaq Hearings Panel, which will stay any suspension or delisting action pending the hearing.