Failure to Satisfy Listing Rule - Form 8-K

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.