Every 8-K that ECD AUTO DESIGN WT 28 (ECDAW) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow ECDAW and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full ECDAW filings page.
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.
ECD Automotive Design approved a major restructuring that shifts full ownership to its controlling investor and cashes out remaining public shareholders. The company first exchanged 3,663 shares of Series C preferred stock for 207,008,547 new common shares at $0.0176 per share, a 55% premium to the March 11, 2026 closing price, giving Classic beneficial ownership of 91% of outstanding common stock.
Classic was then merged into ECD, and each remaining common share was converted into the right to receive $0.0176 in cash, subject to appraisal rights, giving Defender SPV LLC 100% ownership. ECD also reported additional senior secured convertible notes purchases that could convert, at a $0.0034 floor price, into 167,053,824 common shares, and named Victoria Hay as Chief Executive Officer while Scott Wallace became Chief Operating Officer with revised compensation terms. The company entered related-party vehicle build agreements with an entity controlled by Ms. Hay’s spouse.
ECD Automotive Design, Inc. has received a new delisting notice from Nasdaq because the market value of its listed securities has stayed below the required $35,000,000 threshold under Listing Rule 5550(b)(2) through August 25, 2025. This comes on top of an earlier deficiency based on its share price closing below $1 per share for 30 consecutive business days, which violates Listing Rule 5550(a)(2).
The company has a hearing before a Nasdaq Hearings Panel scheduled for September 9, 2025, where it plans to contest both the market value and bid-price delisting bases. If the company is not successful at the hearing, trading of its common stock and warrants on The Nasdaq Stock Market will be suspended, a Form 25-NSE will be filed to delist the securities, and trading would move to the OTC Markets over-the-counter market.
ECD Automotive Design, Inc. filed a current report to share information it released publicly about its Second Quarter 2025 results. On August 19, 2025, the company issued a press release announcing plans for a conference call on August 21, 2025 to discuss its Second Quarter 2025 financial results. On August 21, 2025, it issued a second press release announcing those results. Both press releases are included as exhibits to this report, and the company notes that this information is being furnished under Regulation FD, not filed, so it is not automatically incorporated into other SEC filings.
ECD Automotive Design, Inc. filed a Form 8-K reporting a material event dated August 18, 2025. The filing lists two engagement agreements dated August 15, 2025 for Benjamin Piggott and Victoria Hay included as Exhibits 10.1 and 10.2, plus an Inline XBRL cover page file. The document identifies the company's common stock (ECDA) and warrants (ECDAW) as listed on The Nasdaq Stock Market. The form is signed by Scott Wallace, Chief Executive Officer.
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.
ECD Automotive Design, Inc. (Nasdaq: ECDA, ECDAW) filed an 8-K dated July 7, 2025 disclosing three capital-structure transactions with its private lender:
- Third Amendment & Exchange Agreement. The lender converted US$2,462,805 outstanding under the April 4 Loan Agreement into 5,000 shares of newly authorized Series C Convertible Preferred Stock (5% annual dividend, payable quarterly, first payment 1 Oct 2025). The preferred shares are initially convertible at $2.00 per common share, with a post-trigger “Alternate Conversion Price” as low as 85% of the 10-day VWAP but not below the $0.10 floor.
- Series C structure. Preferred dividends may be paid in kind by increasing stated value. Conversion terms include proportional anti-dilution adjustments and a 15% premium on stated value upon conversion. The instrument therefore creates both a recurring dividend obligation and potential equity dilution should the lender convert.
- July 2025 Senior Secured Convertible Note. Simultaneously, the company issued a new senior secured note for $823,960.33 (part of a larger $21.97 million note program). Key terms: maturity 12 Dec 2026; interest at Prime + 5% in cash (Prime + 8% if paid in stock); 18% late-charge penalty; voluntary conversion by the holder at $2.00 per share, with an “Alternate Conversion Price” down to 85% of the 5-day VWAP (floor $0.10). Redemption premia range from 20% (issuer optional) to 25% in change-of-control or bankruptcy events. A 9.99% beneficial-ownership cap limits immediate conversions.
- Historical context. On 20 Jun 2025 the lender had already swapped 4,000 Series B-1 Preferred shares into Series C. The April Loan Agreement originally provided a $1.824 million term loan amortising weekly through Aug 2026; the current conversion removes a material portion of that secured liability but replaces it with dividend-bearing, conversion-adjustable equity.
Investment implications:
- The $2.46 million debt-to-equity conversion improves near-term liquidity and lowers secured leverage.
- However, the creation of 5,000 Series C Preferred shares (plus 5% PIK dividends) and the new $0.82 million secured note re-introduce financing costs and significant dilution risk because conversion prices can reset downward to $0.10.
- Multiple redemption and penalty features (20-25% premia, 18% late charge) heighten cash-flow pressure if the company elects or is forced to redeem.