Welcome to our dedicated page for Esh Acquisition SEC filings (Ticker: ESHAR), 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.
The ESH Acquisition Corp. (ESHAR) SEC filings page brings together the company’s official regulatory documents filed with the U.S. Securities and Exchange Commission. As a special purpose acquisition company, ESH Acquisition Corp. relies heavily on SEC reports to describe its structure, capital markets activity, and progress toward an initial business combination.
Current Reports on Form 8-K are especially important for this SPAC. One such filing outlines the entry into a Business Combination Agreement among ESH Acquisition Corp., The Original Fit Factory, Ltd., The Original Fit Factory Holdings Inc. (PubCo), and a merger subsidiary. That 8-K details the share exchange with The Original Fit Factory shareholders, the merger of a PubCo subsidiary with ESH, and the resulting structure in which both ESH and The Original Fit Factory become wholly owned subsidiaries of PubCo, which is intended to be publicly traded. It also describes consideration mechanics, performance-based adjustments to founder shares, and conditions to closing.
Periodic reports such as Forms 10-Q and 10-K provide financial statements and management discussion for ESH Acquisition Corp., while a Form 12b-25 (Notification of Late Filing) explains any short delays in submitting a quarterly report and the reasons for requiring additional time. These filings help investors understand the company’s reporting status and any timing adjustments in its disclosure cycle.
Registration statements on Form S-4, referenced in both press releases and the 8-K, are expected to include a combined proxy statement/prospectus. This document will be used to solicit proxies from ESH stockholders to approve the Business Combination Agreement and related matters and to describe redemption rights for public stockholders. On Stock Titan, AI-powered tools can assist in highlighting key sections of lengthy filings, summarizing transaction structures, and pointing out provisions related to cash conditions, sponsor economics, and post-closing governance, helping readers navigate complex SPAC documentation more efficiently.
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. is a blank-check company formed to complete an Initial Business Combination. The company completed an IPO of 11,500,000 Units at $10.00 per Unit and placed approximately $116.725 million of proceeds into a Trust Account invested in short‑term U.S. government securities and money market funds.
During 2024 a large redemption occurred: 10,760,119 Public Shares were tendered and approximately $115,691,580 was paid from the Trust Account, and the company recorded a 1% excise tax of $1,156,916 related to the redemption (aggregate excise tax payable of $1,286,220 at June 30, 2025). As of June 30, 2025, investments in the Trust Account totaled $8.412 million and cash outside the Trust Account was $518,354, with a reported working capital deficit of $1,369,132.
The company disclosed Nasdaq MVLS noncompliance (closing market value below $50 million for 30 consecutive business days) and received a cure period to regain compliance by October 8, 2025. Sponsor arrangements include private placement warrants, extension payments into the Trust Account, and potential Sponsor indemnity for Trust Account reductions.
ESH Acquisition Corp. notified the SEC it cannot timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2025 because it requires additional time to complete certain items in the financial statements and its independent registered public accounting firm needs additional time to review those items. The company invoked Rule 12b-25 and expects to file the report as soon as practicable and no later than the fifth calendar day following the prescribed due date.
The filing states that all other required periodic reports for the preceding 12 months have been filed and that the company does not anticipate a significant change in operating results versus the corresponding period last year. The contact provided is Jonathan Morris, Chief Financial Officer, telephone (407) 720-9250.