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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
October 29, 2025
ESH ACQUISITION CORP.
(Exact Name of Registrant as Specified in Charter)
| Delaware |
|
001-41718 |
|
87-4000684 |
| (State or Other Jurisdiction |
|
(Commission File Number) |
|
(IRS Employer |
| of Incorporation) |
|
|
|
Identification No.) |
228 Park Ave S, Suite 89898
New York, NY 10003
(Address of Principal Executive Offices) (Zip Code)
212-287-5022
(Registrant’s Telephone Number, Including
Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since
Last Report)
Check the appropriate box
below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c)) |
Securities registered pursuant to section 12(b) of the Act:
| Title of Each Class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Class A shares |
|
ESHA |
|
The Nasdaq Global Market |
| Rights |
|
ESHAR |
|
The Nasdaq Global Market |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item 3.01. Notice of Delisting or Failure to
Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On
October 29, 2025, ESH Acquisition Corp. (the “Company”) received a notice from the Listing Qualifications Department of The
Nasdaq Stock Market LLC (“Nasdaq”) approving the Company’s application to list its Class A Common Stock (“Class
A Shares”) and Rights on The Nasdaq Capital Market. The Company’s securities began trading on The Nasdaq Capital Market at
the opening of business on October 31, 2025, under the Company’s trading symbol, ESHA. The Company’s transfer to The Nasdaq
Capital Market does not affect the registration of its securities under the Securities Exchange Act of 1934, as amended (the “Act”),
and the Company will remain subject to the periodic reporting requirements of the Act.
As
previously disclosed, on April 11, 2025, the Company received a notice from Nasdaq stating that, for the prior 30 consecutive business
days (through April 10, 2025), the closing market value of listed securities (MVLS) of the Company’s Class A Shares had been below
the minimum of $50 million required for continued listing on the Nasdaq Global Market under Nasdaq Listing Rule 5450(b)(2)(A). In response,
the Company filed an application to transfer the listing of its Class A Shares from the Nasdaq Global Market to the Nasdaq Capital Market,
which requires an MVLS of $35 million for continued listing.
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| Dated: November 4, 2025 |
|
| |
|
|
| |
By: |
/s/ James Francis |
| |
|
James Francis |
| |
|
Chief Executive Officer |
