Item 1.01 Entry into a Material Definitive Agreement.

Note Exchange

As previously disclosed in a Current Report on Form 8-K filed on June 23, 2025, ECD Automotive Design, Inc. (the "Company"), entered into a Second Amendment and Exchange Agreement, dated June 20, 2025 (the "Second Exchange Agreement") with an accredited investor (the "Holder") pursuant to which the Company authorized a new series C convertible preferred stock of the Company, the terms of which are set forth in a certificate of designation for such series of preferred stock designated as Series C Convertible Preferred Stock, $0.0001 par value (the "Series C Preferred Stock"), which Series C Preferred Stock shall be convertible into shares of common stock of the Company (the "Common Stock"). Unless otherwise defined herein capitalized terms shall have the meaning set forth in the Second Exchange Agreement.

The Second Exchange Agreement provides, among other things, that the Holder may require the Company to participate in one or more Additional Exchanges to exchange such portion of the amounts outstanding under the remaining Original Notes (as set forth in such applicable closing notice related to such exchange) into such aggregate number of shares of Series C Preferred Stock (as set forth in such additional closing notice related to such exchange), and such shares of Common Stock issuable pursuant to the terms of Series C Preferred Stock, including, without limitation, upon conversion of the shares of Series C Preferred Stock held by the Holder or otherwise, in reliance on the exemption from registration provided by Section 3(a)(9) of the Securities Act.

In connection with the Second Exchange Agreement, on August 4, 2025, the Holder provided the Company with notice to exchange $10,000,000 principal from the Senior Secured Convertible Note, dated December 12, 2023 (the "December 2023 Note") into 15,000 shares of Series C Preferred Stock (the "August 4, 2025 Exchange Notice"), which is a partial exchange of the December 2023 Note. On August 7, 2025, the Company issued to the Holder 15,000 shares of the Series C Preferred Stock. The Certificate of Designations, Preferences and Rights of Series C Convertible Preferred Stock of ECD Automotive Design, Inc. to authorize the Series C Preferred Stock is attached hereto as Exhibit 3.1, and incorporated herein by reference.

Securities Purchase Agreement

On August 13, 2025, the Company entered into a securities purchase agreement (the "SPA") by and between the Company and the Holder. A copy of the SPA is attached hereto as Exhibit 10.1. Capitalized terms not defined herein shall have the meaning ascribed to them in the SPA. Pursuant to the SPA the Holder purchased, and the Company sold 1,111 shares of the Company's Series C Convertible Preferred Stock (the "Initial Preferred Shares", and the shares of Common Stock issuable pursuant to the terms of the Certificate of Designations, including, without limitation, upon conversion or otherwise of the Initial Preferred Shares, collectively, the "Initial Conversion Shares") for a discounted purchase price of $999,900.

The SPA provides further that the Holder may require the Company to participate in one or more Additional Closings for purchase by the Holder, and the sale by the Company, of up to the aggregate number of shares of Series C Preferred Stock, which aggregate number for all Buyers shall not exceed 25,000 shares of Series C Preferred Stock (collectively, the "Additional Preferred Shares", and together with the Initial Preferred Shares, the "Preferred Shares", and the shares of Common Stock issuable pursuant to the terms of the Certificate of Designations, including, without limitation, upon conversion or otherwise of the Additional Preferred Shares, collectively, the "Additional Conversion Shares", and together with the Initial Conversion Shares, the "Conversion Shares").