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.
ESH Acquisition Corp. filings document a SPAC issuer's security structure, public-company reporting obligations and corporate-status disclosures. The record includes Forms 8-K for material agreements, Nasdaq listing-compliance notices and business-combination-related disclosures, as well as late-filing notifications for periodic reports.
Form 25 notifications address removal of the company's Class A common stock and rights from listing and registration on Nasdaq. Other disclosures cover units, Class A shares, rights, emerging growth company status, capital structure and governance matters associated with the blank-check company structure.
ESH Acquisition Corp. notified removal of its Class A Common Stock and Rights from listing and registration on the Nasdaq Stock Market LLC pursuant to 17 CFR 240.12d2-2. Nasdaq certified compliance with the withdrawal rules and the issuer certified it complied with the Exchange rules for voluntary withdrawal.
ESH Acquisition Corp. notified removal of its Class A Common Stock and Rights from listing and registration on the Nasdaq Stock Market LLC pursuant to 17 CFR 240.12d2-2. Nasdaq certified compliance with the withdrawal rules and the issuer certified it complied with the Exchange rules for voluntary withdrawal.
ESH Acquisition Corp. received a Nasdaq deficiency notice for not filing its Form 10-K for the year ended December 31, 2025, triggering a compliance review period of up to 180 days. The company’s board has decided to cease operations as of April 30, 2026 and redeem all outstanding public shares shortly thereafter, since it will not complete a business combination by June 13, 2026. After redeeming 100% of the public shares from the trust account, the company plans to dissolve, delist its securities from Nasdaq, terminate SEC registration, and allow its warrants and rights to expire worthless.
ESH Acquisition Corp. received a Nasdaq deficiency notice for not filing its Form 10-K for the year ended December 31, 2025, triggering a compliance review period of up to 180 days. The company’s board has decided to cease operations as of April 30, 2026 and redeem all outstanding public shares shortly thereafter, since it will not complete a business combination by June 13, 2026. After redeeming 100% of the public shares from the trust account, the company plans to dissolve, delist its securities from Nasdaq, terminate SEC registration, and allow its warrants and rights to expire worthless.
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.