ECD Automotive Design (ECDA) Proxy Filing summary

Executive summary

• Special Meeting scheduled for January 12, 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 rights are based on record date of December 12, 2025, with 6,876,873 shares outstanding; each share has one vote.

• Proxy materials and voting instructions are available online and by mail, with multiple methods for shareholders to participate.

Voting matters and shareholder proposals

• Proposal 1: Approve issuance of common stock under recent agreements, potentially exceeding 19.99% of outstanding shares at a price below Nasdaq minimum.

• Proposal 2: Approve amendments to allow the Board to effect one or more reverse stock splits up to a 1:200 ratio before January 31, 2027.

• Proposal 3: Authorize the Chairman to adjourn the meeting if necessary to solicit additional proxies or provide supplemental disclosures.

• Each proposal requires a majority vote, with specific rules for broker discretionary voting and treatment of abstentions.

• Board and executive officers, holding 17.8% of shares, intend to vote in favor of all proposals.

Board of directors and corporate governance

• Board fixed the record date and is responsible for recommending and soliciting proxies for the proposals.

• No special benefits to directors or officers from proposal outcomes, aside from standard compensation.

• Board retains discretion on timing and ratio of any reverse split, and may abandon the split if deemed not in shareholders' best interests.