ECD Automotive Design, Inc. 8-K

What Happened

• ECD Automotive Design, Inc. filed an 8-K reporting a Contribution, Amendment, Exchange Agreement on March 11, 2026 and a short-form merger on March 12, 2026 that effected a change in control. Under the Exchange, Classic (ATW Classic Equity LLC) received 207,008,547 newly issued common shares in exchange for certain Series C convertible preferred shares at an effective price of $0.0176 per share (a 55% premium to the March 11, 2026 close). Classic acquired beneficial ownership of ~91% of outstanding common stock after the Exchange. The next day Classic was merged into the Company (short-form merger), and the Company became a wholly owned subsidiary of Parent; non-Classic common shareholders (other than treasury and Classic/Parent holdings) received $0.0176 per share in cash (subject to withholding and appraisal rights).

Key Details

• Exchange: 207,008,547 new common shares issued at $0.0176/share; Exchange deemed exempt under Section 3(a)(9) of the Securities Act.
• Ownership outcome: Classic held ~91% after the Exchange; following the March 12, 2026 short-form Merger, Parent acquired 100% beneficial ownership. Non-Classic holders may exercise appraisal rights.
• Executive changes: Victoria Hay was appointed CEO (and remains CFO) effective Feb 3, 2026; Scott Wallace moved from CEO to COO the same day; Wallace’s salary reduced to $260,000 and his potential severance period was cut from six months to two months effective Aug 3, 2026.
• Financing & related-party activity: Holder has provided convertible note financing; outstanding principal loans to date total $9,820,478. Additional Notes purchased in Feb–Mar 2026 could convert into up to 167,053,824 shares at a $0.0034 floor (subject to a 9.99% beneficial ownership cap). The Company also entered Vehicle Build Agreements with Flexible Classic Funding Inc., an entity controlled by Ms. Hay’s spouse, for custom vehicle builds with a 50/50 profit split; one build completed (no payment to FCF as of filing).

Why It Matters

• This filing documents a definitive change of control and a cash-out of public common shareholders at $0.0176 per share, which will extinguish public minority ownership and make the Company a privately controlled subsidiary of Parent. Stock trading had already been suspended by Nasdaq and the Company had fewer than 300 holders prior to the transactions.
• Convertible debt and recent note issuances indicate continued reliance on financing from the Holder/Parent; conversion mechanics and ownership limits could affect future dilution if notes convert.
• Related-party contracts (vehicle builds with an entity controlled by the CEO’s spouse) and executive compensation changes are disclosed and may be relevant to governance and potential conflicts of interest.
• Public shareholders (other than Classic) should note the availability of appraisal rights and review the notice the Company will mail describing how to exercise those rights.