ECD Automotive Design (ECDA) Proxy Filing summary

Executive summary

• Special Meeting scheduled for February 20, 2026, to vote on three key proposals impacting capital structure and compliance with Nasdaq listing requirements.

• Proposals include approval for share issuance below Nasdaq minimum price, authorization for reverse stock splits, and potential adjournment of the meeting.

• Board unanimously recommends voting in favor of all proposals, citing necessity for continued Nasdaq listing and operational flexibility.

Voting matters and shareholder proposals

• Proposal 1 seeks approval to issue shares under agreements that could exceed 19.99% of outstanding stock at prices below Nasdaq's minimum, as required by Rule 5635.

• Proposal 2 requests authorization for the Board to enact one or more reverse stock splits up to a 1:200 ratio before January 31, 2027, to maintain Nasdaq compliance.

• Proposal 3 would allow the Chairman to adjourn the meeting if more time is needed for proxy solicitation or regulatory disclosures.

• All proposals require a majority of shares present or represented by proxy to pass.

Board of directors and corporate governance

• Board fixed January 16, 2026, as the record date for voting eligibility.

• Directors and officers as a group beneficially own a significant portion of outstanding shares and intend to vote in favor of all proposals.

• No special benefits to directors or officers from the outcome, aside from standard compensation.