ESH Acquisition Corp. (NASDAQ: ESHA) delays 2025 Form 10-K filing

Rhea-AI Filing Summary

ESH Acquisition Corp. notified the SEC it cannot timely file its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 because additional time is needed to complete certain financial-statement items and for its independent auditor to review them. The company expects to file the Form 10-K no later than the fifteenth calendar day following the prescribed due date.

Key Figures

Fiscal period end: December 31, 2025 Permitted extension: 15 calendar days Notification date: April 1, 2026 +1 more

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Fiscal period end December 31, 2025 Fiscal year ended date for the delayed Form 10-K

Permitted extension 15 calendar days Anticipated maximum additional time to file under Rule 12b-25

Notification date April 1, 2026 Date the Form 12b-25 was signed by the CFO

Contact phone (407) 720-9250 Company contact listed for the notification (Jonathan Morris, CFO)

Key Terms

Rule 12b-25, Form 10-K, forward-looking statements

3 terms

Rule 12b-25 regulatory

"requires relief pursuant to Rule 12b-25(b) for late filings"

Rule 12b-25 is an SEC filing provision that lets a company notify regulators and the public that it cannot file a required periodic report (like a quarterly or annual report) on time and explains the reason for the delay. For investors, the notice is a formal heads-up that financial information will arrive late—similar to a company calling to say it will be late turning in homework—so it signals increased uncertainty and may affect trading and risk assessments until the filing is available.

Form 10-K financial

"unable to file its Annual Report on Form 10-K for the fiscal year ended"

A Form 10-K is a comprehensive report that publicly traded companies are required to file annually with regulators. It provides a detailed overview of a company's financial health, operations, and risks, similar to a detailed health report. Investors use this information to assess the company's performance and make informed decisions about buying or selling its stock.

forward-looking statements regulatory

"This Form 12b-25 includes "forward looking statements" within the meaning"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 12b-25

Notification of Late Filing

Commission File Number: 001-41718

(Check One):     ☒ Form 10-K     ☐ Form 20-F     ☐ Form 11-K     ☐ Form 10-Q     ☐ Form N-SAR

For Period Ended: December 31, 2025

	☐	Transition Report on Form 10-K
	☐	Transition Report on Form 20-F
	☐	Transition Report on Form 11-K
	☐	Transition Report on Form 10-Q
	☐	Transition Report on Form N-SAR

For the Transition Period Ended:

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

Part I - Registrant Information

ESH Acquisition Corp.

Full Name of Registrant

Former Name if Applicable

228 Park Ave S, Suite 89898

Address of Principal Executive Office (Street and Number)

New York, NY 10003

City, State and Zip Code

Part II - Rules 12b-25(b) and (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box, if appropriate)

☒ (a) The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;

☒ (b) The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, 11-K or Form N- SAR, or portion thereof will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q, or portion thereof will be filed on or before the fifth calendar day following the prescribed due date; and

☐ (c) The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

Part III - Narrative

State below in reasonable detail the reasons why Form 10-K, 20-F, 11-K, 10-Q, N-SAR, or the transition report or portion thereof could not be file within the prescribed period.

ESH Acquisition Corp. (the “Company”) is unable to file, without unreasonable effort and expense, its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “Form 10-K”) because it requires additional time to complete certain items with respect to the financial statements to be included in the Form 10-K, and its independent registered public accounting firm requires additional time to review such items.

In accordance with Rule 12b-25 of the Securities Exchange Act of 1934, as amended, the Company anticipates that it will file its Form 10-K as soon as practicable and no later than the fifteenth calendar day following the prescribed due date. 

Part IV - Other Information

(1) Name and telephone number of person to contract in regard to this notification.

Jonathan Morris		(407)		720-9250
(Name)		(Area Code)		(Telephone Number)

(2) Have all other periodic reports required under section 13 or 15(d) of the Securities Exchange Act of 1934 or section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s). ☒ Yes    ☐ No

(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? ☐ Yes    ☒ No

If so: attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

Forward Looking Statements

This Form 12b-25 includes “forward looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “forecast,” “intend,” “seek,” “target,” “anticipate,” “believe,” “expect,” “estimate,” “plan,” “outlook,” and “project” and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Such forward looking statements with respect to revenues, earnings, performance, strategies, prospects and other aspects of the business of ESH Acquisition Corp. are based on current expectations that are subject to risks and uncertainties. A number of factors could cause actual results or outcomes to differ materially from those indicated by such forward looking statements. These factors include, but are not limited to, those risk factors described in the Company’s annual, quarterly reports and subsequent reports filed with the SEC, as amended from time to time. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

2

ESH Acquisition Corp.

(Name of Registrant as specified in charter)

has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.

Date: April 1, 2026	By:	/s/ Jonathan Morris
		Jonathan Morris
	Its:	Chief Financial Officer

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FAQ

Why did ESHA file a Form 12b-25?

ESH Acquisition Corp. filed Form 12b-25 to notify the SEC of a delayed Form 10-K filing. The company states it needs more time to complete certain financial-statement items and for its independent auditor to complete their review before filing the annual report.

When does ESHA expect to file the delayed 10-K?

The company expects to file the Form 10-K within fifteen calendar days after the original due date. This is explicitly stated in the notification under Rule 12b-25 as the anticipated filing timeline for the annual report.

Does the Form 12b-25 say the delay affects other periodic reports for ESHA?

The filing includes a question about other periodic reports and provides a yes/no checkbox. The notification does not list any missing prior reports; it does not identify additional delinquent periodic filings in the provided excerpt.

Will the delay change ESHA’s reported results of operations?

The Form 12b-25 asks whether significant changes in results are anticipated and provides yes/no options. The excerpt does not attach an explanation of anticipated changes or quantitative estimates, so no specific change is disclosed here.

Who is the company contact for this filing (ESHA)?

The contact listed is Jonathan Morris, Chief Financial Officer, with telephone (407) 720-9250. He is identified as the person to contact regarding the Form 12b-25 notification and the delayed Form 10-K.