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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):
April 17, 2026
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 Capital Market |
| Rights |
|
ESHAR |
|
The Nasdaq Capital 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
April 17, 2026, ESH Acquisition Corp. (the "Company") received a notice (the “Deficiency Notice”) from the Listing
Qualifications Department of The Nasdaq Stock Market LLC ("Nasdaq") stating that the Company has not yet filed its Annual Report
on Form 10-K for the fiscal year ended December 31, 2025 (the "Form 10-K"), and therefore no longer complies with Nasdaq Listing
Rule 5250(c)(1), which requires listed companies to timely file all required periodic financial reports with the Securities and Exchange
Commission. The Deficiency Notice stated that the Company has 60 calendar days to submit a plan to regain compliance and, if Nasdaq accepts
the plan, Nasdaq may grant the Company an exception of up to 180 calendar days from the due date of the Form 10-K, or until October 14,
2026, to regain compliance.
The
notice has no effect at this time on the listing of the Company's securities, which will continue to trade uninterrupted on the Nasdaq
Capital Market under the symbol "ESHA" until the Record Date (as defined below).
Item 8.01. Other Events.
On April 23, 2026, the Company
issued a press release announcing its receipt of the Deficiency Notice, and further announced that its Board of Directors has, pursuant
to the Company’s Amended and Restated Certificate of Incorporation (the “Charter”), decided to cease its operations
as of April 30, 2026 (the “Record Date”), and as promptly as reasonably possible but not more than ten business days thereafter,
will redeem all of its outstanding shares of common stock that were included in the units issued in its initial public offering (the “public
shares”), effective as of the close of business on the Record Date, as the Company will not consummate an initial business combination
on or prior to June 13, 2026. The holders of public shares as of the Record Date will receive pro rata shares of the funds held in the
Company’s Trust Account as of the Record Date. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated
by reference herein.
Cautionary Note Regarding Forward-Looking
Statements
This
Current Report on Form 8-K contains certain forward-looking statements within the meaning of the federal securities laws. These forward-looking
statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,”
“estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,”
“may,” “should,” “will,” “would,” “will be,” “will continue,”
“will likely result,” and similar expressions. Forward-looking statements are predictions, projections and other statements
about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties.
The
Company cautions that the foregoing list of factors is not exclusive and that other factors may also adversely affect the Company’s
business, financial condition, and results of operations. The Company cautions readers not to place undue reliance upon any forward-looking
statements, which speak only as of the date made. For information identifying important factors that could cause actual results to differ
materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s most
recent Annual Report on Form 10-K filed with the SEC. The Company’s securities filings can be accessed on the EDGAR section of the
SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or
obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.
Item 9.01. Financial Statements and Exhibits.
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release, dated April 23, 2026 |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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: April 23, 2026 |
|
| |
|
|
| |
By: |
/s/ James Francis |
| |
|
James Francis |
| |
|
Chief Executive Officer |
-2-
Exhibit 99.1
ESH Acquisition Corp. Announces Receipt of Nasdaq
Deficiency Letter, Redemption of Public Shares and Subsequent Dissolution
New
York, New York, April 23, 2026 (GLOBE NEWSWIRE) -- ESH Acquisition Corp. (the “Company”)
(Nasdaq: ESHA) announced today that the Company received a notice (the “Deficiency Notice”) from the Listing Qualifications
Department of The Nasdaq Stock Market LLC ("Nasdaq") stating that the Company has not yet filed its Annual Report on Form 10-K
for the fiscal year ended December 31, 2025 (the "Form 10-K"), and therefore no longer complies with Nasdaq Listing Rule 5250(c)(1),
which requires listed companies to timely file all required periodic financial reports with the Securities and Exchange Commission. The
Deficiency Notice stated that the Company has 60 calendar days to submit a plan to regain compliance and, if Nasdaq accepts the plan,
Nasdaq may grant the Company an exception of up to 180 calendar days from the due date of the Form 10-K, or until October 14, 2026, to
regain compliance. The notice has no effect at this time on the listing of the Company's securities, which will continue to trade uninterrupted
on the Nasdaq Capital Market under the symbol "ESHA" until the Record Date, as described below.
The
Company further announced that it will cease its operations as of April 30, 2026 (the “Record Date”), and as promptly as reasonably
possible but not more than ten business days thereafter, will redeem all of its outstanding shares of common stock that were included
in the units issued in its initial public offering (the “public shares”), effective as of the close of business on the Record
Date, as the Company will not consummate an initial business combination on or prior to June 13, 2026.
Pursuant
to the Amended and Restated Certificate of Incorporation, if the Company does not complete its initial business combination by December
16, 2025 (subject to the election of the Board of Directors of the Company (the “Board”) to contribute funds to the Company’s
trust account in order to extend monthly up to June 13, 2026), then the Company will: (i) cease all operations except for the purpose
of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds
therefor, redeem 100% of the Public Shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing
(A) the aggregate amount then on deposit in the Company’s trust account, including interest not previously released to the Company
to pay its franchise and income taxes, by (B) the total number of then outstanding public shares, which redemption will completely extinguish
rights of the public shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law,
and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the
Board in accordance with applicable law, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware
law to provide for claims of creditors and other requirements of applicable law.
The
public shares will cease trading on the Record Date. As of the close of business on the Record Date, the public shares will be deemed
cancelled and will represent only the right to receive the redemption amount.
The
redemption amount will be payable to the holders of the public shares upon delivery of their shares. Beneficial Owners of public shares
held in “street name,” however, will not need to take any action in order to receive the redemption amount.
There
will be no redemption rights or liquidating distributions with respect to the Company’s warrants or rights, which will expire worthless.
The
Company expects to file a Form 25 with the United States Securities and Exchange Commission (the “Commission”) to delist the
Company’s securities. The Company thereafter expects to file a Form 15 with the Commission to terminate the registration of its
securities under the Securities Exchange Act of 1934, as amended.
Cautionary Note Regarding Forward-Looking Statements
Certain information contained
in this press release may be deemed to constitute forward-looking statements within the meaning of the “safe harbor” provisions
of the Private Securities Litigation Reform Act of 1995. These forward-looking statements relate to expectations or forecasts for future
events, including, without limitation, the redemption of the Company’s public shares and the Company’s subsequent dissolution
and liquidation and its delisting from the Nasdaq Capital Market and its termination of registration with the Commission. These statements
may be preceded by, followed by or include the words “may,” “might,” “will,” “will likely result,”
“should,” “estimate,” “plan,” “project,” “forecast,” “intend,”
“expect,” “anticipate,” “believe,” “seek,” “continue,” “target”
or similar expressions. Such statements are subject to certain risks and uncertainties that could cause our actual results in the future
to differ materially from the Company’s historical results and those presently anticipated or projected. The Company wishes to caution
investors not to place undue reliance on any such forward-looking statements. Any forward-looking statements speak only as of the date
on which such statements are made, and the Company undertakes no obligation to update such statements to reflect events or circumstances
arising after such date. The Company assumes no obligation to update forward-looking statements except to the extent required by applicable
securities laws. If the Company does update one or more forward-looking statements, no inference should be drawn that the Company will
make additional updates with respect to those or other forward-looking statements.
ESH
Acquisition Corp.
Jonathan Morris jonathan@eshacquisition.com
212-287-5022
