ECD Automotive Design, Inc.: debt financing — ECD Automotive issues $2.66M in convertible notes to parent; warrants deemed worthless post-merger

ECD Automotive Design, Inc.

Parent holder purchased additional $2,663,770 Notes at $2,424,667 on Mar 12, 2026; mature Dec 12, 2026.
Notes convertible at floor price $0.0034/share, capped at 9.99% beneficial ownership limit.
Uncapped conversion would yield 783,461,765 shares; parent's aggregate debt now $12.48M.
Due to merger, warrant holders receive $0.0176 per pre-merger share; exercise price $2,300, warrants have no value.
Issuance exempt under Rule 506(b) as private placement to accredited investor.

item 1.01 item 2.03 item 3.02 item 3.03 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.95

ECD Automotive Design, Inc. incurred senior notes of $2,663,770 with an institutional investor (the "Holder") maturing December 12, 2026.

Instrument: senior notes
Principal: $2,663,770
Counterparty: an institutional investor (the "Holder")
Maturity: December 12, 2026
Event: incurrence

Exact text from the filing

On March 12, 2026, the Holder exercised its right to purchase additional Notes in the original principal amount of $2,663,770 for a purchase price of $2,424,667.

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Equity Issuances SEC 8-K Item 3.02/3.03 confidence 0.9

ECD Automotive Design, Inc. issued convertible note to an institutional investor (the "Holder") for original principal amount of $2,663,770 for a purchase price of $2,424,667.

Security: convertible note
Purchaser: an institutional investor (the "Holder")
Consideration: original principal amount of $2,663,770 for a purchase price of $2,424,667

Exact text from the filing

the Holder exercised its right to purchase additional Notes in the original principal amount of $2,663,770 for a purchase price of $2,424,667

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

ECD Automotive Design, Inc. entered into a notes offering with the Holder valued at original principal amount of $2,663,770 (effective 2026-03-12).

Action: entry
Agreement: notes offering
Counterparty: the Holder
Value: original principal amount of $2,663,770
Effective: 2026-03-12

Exact text from the filing

On March 12, 2026, the Holder exercised its right to purchase additional Notes in the original principal amount of $2,663,770 for a purchase price of $2,424,667.

View on SEC.gov

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Source: SEC EDGAR

accession 0001437749-26-008756

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