ESH Acquisition files Form 12b-25 citing auditor review delay

Rhea-AI Filing Summary

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.

Positive

• All other required periodic reports for the preceding 12 months have been filed
• Company disclosed reason for delay and provided a named contact (CFO)
• Company expects to file the Form 10-Q within the five-calendar-day extension permitted under Rule 12b-25

Negative

• Form 12b-25 filed because the company could not timely file its Form 10-Q for the period ended June 30, 2025
• Independent registered public accounting firm requires additional time to review financial-statement items, creating short-term disclosure uncertainty

Insights

Financial Analyst

TL;DR: 10-Q delayed for June 30, 2025; auditor review ongoing; company expects to file within five calendar days.

The company submitted a Form 12b-25 stating it cannot complete its Form 10-Q for the June 30, 2025 period without unreasonable effort or expense because certain financial-statement items remain incomplete and require additional review by the independent registered public accounting firm. The firm checked Rule 12b-25(b)(a) and (b), indicating both the reason and the short extension request, and did not attach an accountant's statement under Rule 12b-25(c). Management also confirms all other periodic reports for the past 12 months were filed and that no significant change in results is anticipated. On balance, this is a disclosure of a procedural delay with limited new financial information for investors.

Corporate Governance Expert

TL;DR: Management used Rule 12b-25 to disclose a timetable and reason for delay; documentation points to a process/audit timing issue rather than operational failure.

The notification identifies specific governance steps: management disclosed the cause of the delay, engaged the independent registered public accounting firm for additional review, and provided a named contact (CFO). The form confirms that the company will file within the short extension permitted and that other periodic filings are up to date. The absence of an attached accountant's statement (Rule 12b-25(c)) is noted in the filing. This indicates the delay arises from finalizing financial-statement items and audit review, suggesting internal and external reviewers are involved rather than a disclosed material deterioration in results.

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: June 30, 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 Quarterly Report on Form 10-Q for the period ended June 30, 2025 (the “Form 10-Q”) because it requires additional time to complete certain items with respect to the financial statements to be included in the Form 10-Q, 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-Q as soon as practicable and no later than the fifth 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.

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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: August 13, 2025	By:	/s/ Jonathan Morris
		Jonathan Morris
	Its:	Chief Financial Officer

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FAQ

Why did ESH Acquisition (ESHAR) file a Form 12b-25 for the June 30, 2025 quarter?

The company stated it needs additional time to complete certain items in the financial statements and its independent registered public accounting firm requires extra time to review those items.

When does ESH Acquisition expect to file the delayed Form 10-Q (ESHAR)?

The company anticipates filing the Form 10-Q as soon as practicable and no later than the fifth calendar day following the prescribed due date.

Has ESH Acquisition filed other required periodic reports recently?

Yes. The filing states that all other periodic reports required during the preceding 12 months have been filed.

Does ESH Acquisition anticipate a significant change in results for the reported period?

No. The company indicated it does not anticipate any significant change in operating results from the corresponding period last year.

Who can be contacted about this notification for ESH Acquisition (ESHAR)?

Contact provided is Jonathan Morris, Chief Financial Officer, telephone (407) 720-9250.

Was an accountant's statement attached to the Form 12b-25?

No. The box for attaching the accountant's statement under Rule 12b-25(c) was not checked in the notification.