Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

As previously disclosed in a Current Report on Form 8-K filed on August 13, 2025, ECD Automotive Design, Inc. (the "Company"), entered into a securities purchase agreement (the "SPA") by and between the Company and an accredited investor (the "Holder"). 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 aggregate purchase price of $999,900.

The SPA provided 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").

On October 24, 2025, the Holder delivered notice to the Company, pursuant to which the Holder elected to participate in an additional closing under the SPA (the "First Additional Closing"). At the First Additional Closing, the Company will sell to the Holder and the Holder will purchase from the Company, 1,111 shares of Series C Preferred Stock with a Stated Value (as defined in the Certificate of Designations) of $1,111,000 for a discounted purchase price of $999,900. The First Additional Closing occurred on October 28, 2025.

As part of its ongoing initiatives, the Company will implement additional cost-reduction measures to streamline operations, which are expected to result in annualized savings of approximately $1.6 million. In parallel, the Company plans to pursue mergers, acquisitions and other strategic transactions intended to support growth and enhance overall margins. These actions are also expected to assist the Company in regaining compliance with the Nasdaq shareholder equity continued listing requirement, for which the Company has been granted an extension.