Welcome to our dedicated page for ESH Acquisition SEC filings (Ticker: ESHA), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Tracking a SPAC like ESH Acquisition Corp. isn’t as simple as reading a single prospectus. Trust account interest, redemption deadlines, and surprise 8-K announcements can shift value overnight—yet those details hide in hundreds of pages of legal jargon.
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ESH Acquisition Corp. (ESHA) is calling a virtual annual meeting on December 3, 2025 to ask stockholders to extend the time it has to complete a merger or similar business combination. The board is seeking approval to amend its charter and trust agreement so the SPAC can extend its deadline in up to six one-month steps beyond December 16, 2025, to no later than June 13, 2026.
The main reason is a signed Business Combination Agreement with The Original Fit Factory, under which TOFF shareholders would receive 50,000,000 PubCo common shares and ESHA’s Class A shares would convert into PubCo stock at a one-for-one ratio. Public holders can redeem Class A shares in connection with the extension for about $11.65 per share, based on approximately $8.62 million held in the trust account as of November 17, 2025, regardless of how they vote.
The sponsor and related parties control about 73.7% of the voting power and can unilaterally approve the extension, trust amendment, director elections, and any meeting adjournment. If the key proposals are not approved and no deal closes by December 16, 2025, ESHA would redeem all public shares from the trust and move to dissolve, leaving the public rights worthless.
ESH Acquisition Corp. reported a net loss of $802,475 for the quarter and $2,081,973 for the nine months ended September 30, 2025, as ongoing operating costs exceeded interest income from its trust investments. The SPAC held $135,578 of cash outside the trust and $8,548,921 in its trust account, while showing a working capital deficit of $2,308,275.
During a December 2024 extension vote, holders of 10,760,119 Class A shares redeemed for about $115.7 million, leaving 739,881 redeemable shares. The company recorded $1,480,363 of excise tax payable, including penalties and interest, related to those redemptions. Management disclosed substantial doubt about its ability to continue as a going concern if it cannot complete a business combination by December 16, 2025, although it plans to seek stockholder approval to extend this deadline to as late as June 13, 2026.
On September 15, 2025, ESH signed a Business Combination Agreement with The Original Fit Factory (TOFF) and related entities, under which TOFF’s shareholders would receive 50,000,000 shares of PubCo and ESH stockholders would receive PubCo common stock in a merger that would make both ESH and TOFF subsidiaries of PubCo.
ESH Acquisition Corp. (ESHA) filed a preliminary proxy seeking stockholder approval to extend its deadline to complete an initial business combination by up to six additional one-month periods after December 16, 2025, and no later than June 13, 2026. Two linked proposals would amend the Charter and the Trust Agreement to implement the extension; both must be approved to take effect.
The company highlights a signed Business Combination Agreement with The Original Fit Factory (TOFF) under which PubCo would issue shares to TOFF holders and, after a reorganization, Sellers would hold an aggregate 50,000,000 PubCo common shares. ESHA public Class A shares would convert into PubCo common at closing.
Public holders may redeem in connection with the extension at a per‑share cash amount equal to trust funds (including interest) divided by public shares. If implemented, ESHA will contribute the lesser of $30,000 or $0.05 per month for each outstanding non‑Sponsor Class A share from December 16, 2025 until the Extended Date. The Sponsor owns about 73.7% of voting power and can approve the extension, trust, director election, and adjournment proposals on its own.
ESH Acquisition Corp. transferred the listing of its Class A shares and Rights from the Nasdaq Global Market to the Nasdaq Capital Market. Nasdaq approved the application on October 29, 2025, and trading on the Capital Market began October 31, 2025 under the symbol ESHA for Class A shares and ESHAR for Rights.
The change follows an April 11, 2025 notice that the company’s market value of listed securities had been below the $50 million minimum for 30 consecutive business days required by the Global Market. The Capital Market has a lower continued listing threshold of $35 million MVLS. The transfer does not affect the registration of the securities, and the company remains subject to periodic reporting under the Exchange Act.
ESH Acquisition Corp. filed a Form 8-K that sets out the contractual definitions of what constitutes a SPAC Material Adverse Effect for ESH and a Company Group Material Adverse Effect for TOFF and its subsidiaries in the parties' Business Combination Agreement. The filing explains that a SPAC Material Adverse Effect is any change or event that, alone or aggregated with others, has had or would reasonably be expected to have a material adverse effect on ESH's ability to timely complete the contemplated transactions or perform related obligations. The Company Group Material Adverse Effect is defined similarly for TOFF, applying to the business, results of operations, financial condition, or its ability to perform under the agreement, subject to customary exceptions.
ESH Acquisition Corp. filed an 8-K reporting a material event related to a proposed transaction involving The Original Fit Factory, Ltd (TOFF) and a public company reference PubCo. The filing notes that a Press Release dated
The document provides contact details for requests for copies: investor requests to ESH Acquisition Corp. (Attention: James Francis) and written requests to TOFF (Attention: David Weir; Catherine Chalmers). The form is signed by James Francis, Chief Executive Officer. Specific transaction economics, timing, and material terms are not disclosed in this text.
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