ECD Automotive Design filings document the public-company record for a luxury automotive restoration business and its common stock and warrants. Recent disclosures include Form 8-K material-event reports on senior secured convertible notes, private placement exemptions, preferred-stock exchanges, beneficial ownership limits, changes in control and related capital-structure matters.
The company’s SEC record also covers Nasdaq listing compliance and Form 25 removal from listing and registration, shareholder voting matters, bylaw quorum provisions, employment-agreement amendments and other governance disclosures. These filings provide formal records of ECDA’s security structure, financing arrangements, board and stockholder actions, listing status and corporate standing.
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, Inc. is now effectively wholly owned by an investor group led by ATW Partners entities after an exchange and merger transaction. ATW-related reporting persons collectively beneficially own 207,008,547 shares of common stock, representing 100% of the class.
The group obtained these shares by exchanging 3,633 Series C preferred shares for 207,008,547 common shares at $0.0176 per share, followed by a short-form merger in which other common shares were converted into the right to receive $0.0176 in cash, subject to appraisal rights. To help fund this cash consideration and working capital, the issuer issued a Senior Secured Convertible Note to Defender SPV with an original principal amount of $395,859.66.
ECD Automotive Design, Inc. reported an insider-related purchase of a Senior Secured Convertible Note through entities associated with ATW. Defender SPV LLC acquired 1 note for $395,859.66, bringing its holdings to 9 notes. The note is currently convertible at $0.0170 per share into up to 39,804,893 shares of Common Stock, based on a variable conversion formula and current assumptions. Conversion is subject to a 9.99% beneficial ownership cap, which limits how many shares can be converted at any time.
ECD Automotive Design, Inc. received an initial Form 3 from a group of investment entities and individuals collectively described as the Reporting Persons. The filing shows indirect holdings through Defender SPV LLC in common stock, warrants, Series A and Series C preferred stock, and senior secured convertible notes.
The Reporting Persons state they currently beneficially own all outstanding shares of common stock. Many derivative securities are convertible into common stock at a conversion price of $0.009 per share, while certain warrants have exercise prices of $900 and $2,300 per share.
All derivative securities are subject to a 9.99% beneficial ownership limitation, which prevents conversion or exercise if it would result in beneficial ownership above 9.99% of ECD Automotive’s outstanding common stock after giving effect to the transaction. The Reporting Persons disclaim beneficial ownership beyond any pecuniary interest.
ECD Automotive Design, Inc. submitted a Form 25 notifying the removal of its Common Stock Warrants from listing and registration on The Nasdaq Stock Market LLC. The notice is dated and signed March 20, 2026 by Victoria Hay, Chief Executive Officer.
ECD Automotive Design, Inc. disclosed that an institutional investor, which is also its parent, exercised its right under a prior securities purchase agreement to buy additional senior secured convertible notes with an original principal amount of $2,663,770 for a purchase price of $2,424,667. Unless converted or redeemed, these notes mature on December 12, 2026 and include a 9.99% beneficial ownership cap, limiting how much common stock the holder can own after conversion.
If converted at the stated floor price of $0.0034 per share, the additional notes would be convertible into up to 783,461,765 shares of common stock. The company also reported that, following a merger, its public and private placement warrants were adjusted so that holders are entitled to receive $0.0176 for each share underlying a warrant, while the current exercise price is $2300 per share, meaning the warrants no longer have practical exercise value.
ATW Partners Opportunities Management and affiliated investors filed a Schedule 13D showing effective control of ECD Automotive Design, Inc. (ECDA) after an exchange and short-form merger. Their vehicle Defender SPV LLC now owns 207,008,547 shares of common stock, representing 100% of the outstanding shares.
Non‑affiliate common shareholders were cashed out at $0.0176 per share, with their stock converted into a cash right and then cancelled. The reporting group states it intends to control management, may restructure the business and capital structure, and expects the company to terminate the registration of its securities, which would remove public reporting and trading status.
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. reported that a special meeting of stockholders scheduled for January 12, 2026 was cancelled because a quorum was not achieved.
On the December 12, 2025 record date, 6,876,873 shares of common stock were entitled to vote, and the presence of holders of 2,292,291 shares, or one-third of the issued and outstanding common stock entitled to vote, was required for a quorum. That threshold was not met, so no business was conducted and no proposals were voted on at the special meeting.
ECD Automotive Design, Inc. reports that Nasdaq has decided to delist its common stock and warrants after the company failed to regain compliance with both the $1.00 minimum bid price rule and the $35 million market value of listed securities requirement. Trading on The Nasdaq Stock Market is scheduled to be suspended at the open of trading on January 16, 2026.
The company previously executed a 1-for-40 reverse stock split in September 2025, which temporarily restored compliance with the bid price rule, and arranged a $500 million equity line of credit, while a lender converted $13.7 million of debt into preferred equity and purchased an additional $1.1 million of preferred stock to address listing standards. Despite these steps, Nasdaq’s Hearings Panel determined that the company’s securities will be delisted, and the securities are expected to begin trading on the OTC Market as stated in the report.