Failure to Satisfy Listing Rule (Form 8-K)

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

As previously disclosed, on February 5, 2025, ECD Automotive Design, Inc. (the "Company") received a notice from the Nasdaq Listing Qualifications Department (the "Staff") stating that the Company was not in Compliance with the minimum bid price of $1.00 (the "Minimum Bid Rule"). On August 6, 2025, the Company received another notice (the "Bid Delisting 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.

On February 25, 2025, the Company received a notice from Nasdaq stating that the Company was not in compliance with the Market Value Listing Standard ("MVLS") requirement of $35 million (the "MVLS Rule") for the last 30 consecutive business days. 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 requested a hearing before a Nasdaq Hearings Panel for the Bid Delisting Notice and the MVLS Delisting Notice, and a hearing was scheduled on September 9, 2025. On September 16, 2025, the Panel issued its decision and granted the Company an extension until October 1, 2025, to become compliant with the Minimum Bid Rule and until January 7, 2026, to become compliant with the MVLS Rule.

On September 18, 2025, the Company effected a 1-for-40 reverse stock split of its issued and outstanding common stock. The reverse stock split increased the per share trading price of the common stock to satisfy the $1.00 minimum bid price requirement for continued listing on The Nasdaq Capital Market (Rule 550(a)(1)) and in October 2025, the Staff notified the Company that it has resolved the deficiency set forth in the Bid Delisting Notice.

To address the MVLS Delisting Notice, in June of 2025, the Company executed a $500 million equity line of credit. In addition, a lender recently converted $13.7 million in debt to preferred equity and purchased an additional $1.1 million of preferred stock.

On December 29, 2025, the Staff notified (the "December Notice") the Company that the bid price of its common stock had closed at less than $1 per share over the 30 consecutive business days, and, as a result, did not comply with the Minimum Bid Rule. Normally, the Company would be provided 180 calendar days to regain compliance with the Rule, however pursuant to Listing Rule 5810(c)(3)(A)(iv), the Company is not eligible for any compliance period specified in Listing Rule 5810(c)(3)(A) due to the fact that the Company has effected a reverse stock split over the prior one-year period. Accordingly, the December Notice informed the Company that the its non-compliance with the Minimum Bid Rule serves as an additional basis for delisting the Company's securities from The Nasdaq Stock Market.

The Staff also advised the Company that the December Notice serves as formal notification that the Panel will consider this matter in its decision regarding the Company's continued listing on The Nasdaq Capital Market. The Company made several submissions to the Panel arguing that the Company's securities should not be delisted from The Nasdaq Stock Market and that the Company should be provided additional time to cure the deficiencies set forth in the MVLS Delisting Notice and the December Notice.

On January 15, 2026, the Company received a letter from the Staff stating that the Panel has determined to delist the Company's securities, both common stock and warrants, from The Nasdaq Stock Market and that trading in the Company's securities on The Nasdaq Stock Market will be suspended at the open of trading on January 16, 2026.

The Company's securities are expected to commence trading on the OTC Market commencing on January 16, 2025.