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 February 5, 2025, 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 common stock failed to maintain a minimum bid price of $1 per share, based upon the closing bid price for the last 30 consecutive business days. Accordingly the Company failed to comply with Rule 5550(a)(2) the Nasdaq Listing Rules (the "Rules").

The Notice has no immediate effect on the listing of the Company's common stock on Nasdaq. Rule 5810(c)(3)(A) provides the Company a compliance period of 180 calendar days, or until August 4, 2025, in which to regain compliance. If at any time during this 180 day period the closing bid price of the Company's common stock is at least $1 for a minimum of ten consecutive business days, Nasdaq will provide the Company written confirmation of compliance with the Rules and this matter will be closed.

If the Company does not regain compliance within the compliance period, or if the Company fails to satisfy another Nasdaq requirement for continued listing, Nasdaq could provide notice that the Company's securities will become subject to delisting. In such event, Nasdaq rules would permit the Company to appeal the decision to reject any delisting determination to a Nasdaq Hearings Panel.

The Company, by filing this Form 8-K, discloses its receipt of the Notice in accordance with Nasdaq Listing Rule 5810(b).