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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

 

March 7, 2024

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.

On March 7, 2024, ECD Automotive Design Inc., a Delaware corporation (the “Company”), received a notice (the “Notice”) from The Nasdaq Stock Market LLC (“Nasdaq”), stating that the Company’s listed securities failed to maintain a minimum Market Value of Publicly Held Shares (“MVPHS”) of $15,000,000 which is a requirement for continued listing on The Nasdaq Global Market in accordance with Nasdaq Listing Rule 5450(b)(2)(C) (the “MVPHS Requirement”) based upon the Company’s MVPHS for the 30 consecutive business days prior to the date of the Notice.

The Notice has no immediate effect on the listing of the Company’s securities on Nasdaq. The Company has been provided 180 calendar days, or until September 3, 2024, to submit a plan to Nasdaq to regain compliance. To regain compliance, the Company must maintain a minimum MVPHS of $15,000,000 for a period of ten (10) consecutive days. Alternatively, the Company may consider filing an application to transfer its listed securities to The Nasdaq Capital Market, which has less onerous listing requirements.

As previously disclosed, on February 14, 2024, the Company, received a notice (the “February Notice”) from Nasdaq stating that the Company’s listed securities failed to comply with the $50,000,000 market value of listed securities (“MVLS”) requirement for continued listing on The Nasdaq Global Market in accordance with Nasdaq Listing Rule 5450(b)(2)(A) based upon the Company’s MVLS for the 30 consecutive business days prior to the date of the February Notice. The February Notice provided that the Company has 180 calendar days, or until August 12, 2024, in which to regain compliance with the MVLS requirement.

The Company is currently evaluating various courses of action to regain compliance with the Nasdaq listing requirements. There can be no assurance that the Company will be able to regain compliance with the MVPHS Requirement, the MVLS Requirement, maintain compliance with the other Nasdaq continued listing requirements or transfer to The Nasdaq Capital Market.

 

  

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: March 8, 2024    
     
  ECD AUTOMOTIVE DESIGN, INC.
     
  By: /s/ Raymond Cole
  Name:  Raymond Cole
  Title: Chief Financial Officer

 

 

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Mar. 07, 2024
Document Type 8-K
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Entity File Number 001-41497
Entity Registrant Name ECD AUTOMOTIVE DESIGN, INC.
Entity Central Index Key 0001922858
Entity Tax Identification Number 86-2559175
Entity Incorporation, State or Country Code DE
Entity Address, Address Line One 4390 Industrial Lane
Entity Address, City or Town Kissimmee
Entity Address, State or Province FL
Entity Address, Postal Zip Code 34758
City Area Code (407)
Local Phone Number 483-4825
Written Communications false
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Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company true
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Common Stock [Member]  
Title of 12(b) Security Common Stock
Trading Symbol ECDA
Security Exchange Name NASDAQ
Warrants  
Title of 12(b) Security Warrants
Trading Symbol ECDAW
Security Exchange Name NASDAQ
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