If You Invested in ESH Acquisition Corp (ESHA)

ESH Acquisition Corp. (NASDAQ: ESHA) is a special purpose acquisition company (SPAC) classified in the Financial Services sector under shell companies. According to its public disclosures, ESH Acquisition Corp. was organized as a blank check company for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses or entities.

The company completed its initial public offering of units on The Nasdaq Stock Market, with each unit consisting of one share of Class A common stock and one right. Following its IPO, ESH Acquisition Corp. announced that its units would automatically separate, with the Class A common stock and the rights trading separately under the symbols ESHA and ESHAR on the Nasdaq Global Market. Each right entitles the holder to receive one-tenth of one share of Class A common stock upon the consummation of the company’s initial business combination.

ESH Acquisition Corp. has stated a strategic focus on identifying a growing asset in the increasingly technology-driven entertainment, sports, and hospitality sectors, including gaming. The company highlights experience and expertise across these sectors and emphasizes the use of technology within entertainment, sports, and hospitality as an important part of its target profile. As a SPAC, its business model centers on raising capital in the public markets and then seeking to complete an initial business combination within a defined timeframe.

In September 2025, ESH Acquisition Corp. entered into a definitive Business Combination Agreement with The Original Fit Factory, Ltd. (“TOFF”), The Original Fit Factory Holdings Inc. (“PubCo”), and The Original Fit Factory Acquisition Inc. (“Merger Sub”). Under this agreement, PubCo will issue shares of its common stock to the shareholders of TOFF in a share exchange, followed by a reorganization that includes a reverse share split at PubCo. Merger Sub will then merge with and into ESH Acquisition Corp., with ESH continuing as the surviving entity and becoming a wholly owned subsidiary of PubCo. As a result of these transactions, both ESH and TOFF are expected to become wholly owned subsidiaries of PubCo, and PubCo is expected to be a publicly traded company.

The Business Combination Agreement describes an implied equity value of $500 million for The Original Fit Factory, with consideration to be paid in newly issued shares of PubCo common stock. The transactions contemplated by the agreement are subject to customary closing conditions, including approval by ESH Acquisition Corp.’s stockholders. ESH has also disclosed that it and its counterparties intend to file a registration statement on Form S-4 with the U.S. Securities and Exchange Commission, which will include a proxy statement/prospectus relating to the proposed business combination and the issuance of PubCo securities.

In its definitive proxy materials, ESH Acquisition Corp. explains that it has sought to extend the date by which it must complete an initial business combination, cease operations, or redeem its public shares. The proposed extension would allow the company additional time, up to a specified extended date, to complete an initial business combination, including the potential business combination with The Original Fit Factory. The proxy statement describes related amendments to the company’s amended and restated certificate of incorporation and its investment management trust agreement, as well as the mechanics of public stockholder redemption rights in connection with the extension.

ESH Acquisition Corp. has also reported that it received a notice from Nasdaq regarding its market value of listed securities in relation to the continued listing standards of the Nasdaq Global Market. In response, the company applied to transfer the listing of its Class A common stock and rights from the Nasdaq Global Market to the Nasdaq Capital Market. Nasdaq subsequently approved this application, and the company’s securities began trading on the Nasdaq Capital Market under the ESHA symbol. The company has stated that this transfer does not affect the registration of its securities under the Securities Exchange Act of 1934 and that it remains subject to periodic reporting requirements.

As an emerging growth company, ESH Acquisition Corp. is subject to the regulatory framework that governs SPACs, including requirements related to its trust account, redemption rights for public stockholders, and stockholder approval for its proposed initial business combination. Its public filings describe the trust account structure, the conditions under which public shares may be redeemed for cash, and the role of its sponsor and founder shares in the capital structure.

Business purpose and sector focus

According to its IPO-related disclosures, ESH Acquisition Corp. is focused on identifying a business combination target within the entertainment, sports, and hospitality sectors, with an emphasis on opportunities where technology plays a significant role. The company has highlighted experience in areas such as media, gaming, software, and professional sports, and has described relationships and transaction experience across these fields. While ESH is classified as a shell company for regulatory purposes, its stated objective is to complete a business combination that aligns with this sector focus.

Proposed business combination with The Original Fit Factory

The proposed business combination with The Original Fit Factory represents a significant step in ESH Acquisition Corp.’s stated strategy to complete an initial business combination. The Original Fit Factory is described in public communications as a next-generation health and wellness group with core businesses in technology, fitness, and wellbeing, along with an innovations division that includes the Reebok Fitness App and the Reebok Smart Ring. The transaction structure outlined in the Business Combination Agreement would result in TOFF and ESH becoming subsidiaries of PubCo, with PubCo serving as the publicly traded holding company.

ESH’s proxy and current reports explain that the company’s board believes additional time is required to complete an initial business combination, including the potential business combination with The Original Fit Factory. The extension proposals are intended to provide that additional time, subject to stockholder approval and other conditions. The company’s disclosures also describe potential capital raising transactions and conditions related to performance and financing that are associated with the Business Combination Agreement.

Regulatory and listing considerations

ESH Acquisition Corp. has filed multiple reports with the SEC describing its IPO, unit separation, trust account arrangements, and subsequent developments related to its listing on Nasdaq. The company has transitioned its listing from the Nasdaq Global Market to the Nasdaq Capital Market and has addressed Nasdaq’s listing standards through this transfer. Its filings emphasize that, despite the market tier change, its securities remain registered under the Exchange Act and continue to be subject to ongoing reporting obligations.

FAQs about ESH Acquisition Corp.

• What is ESH Acquisition Corp.?
  

  ESH Acquisition Corp. is a blank check company, also referred to as a special purpose acquisition company (SPAC), formed to effect a business combination such as a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar transaction with one or more businesses or entities.

• What sectors does ESH Acquisition Corp. focus on for its business combination?
  

  According to its IPO-related disclosures, ESH Acquisition Corp. is focused on identifying a growing asset in the technology-driven entertainment, sports, and hospitality sectors, including gaming.

• On which exchange does ESH Acquisition Corp.’s stock trade?
  

  ESH Acquisition Corp.’s Class A common stock trades on The Nasdaq Capital Market under the symbol ESHA. Its rights trade under the symbol ESHAR. The company previously listed on the Nasdaq Global Market before transferring to the Nasdaq Capital Market.

• What are the units, shares, and rights associated with ESH Acquisition Corp.?
  

  At its IPO, ESH Acquisition Corp. issued units consisting of one share of Class A common stock and one right. After the automatic separation of units, the Class A common stock and rights trade separately. Each right entitles the holder to receive one-tenth of one share of Class A common stock upon the consummation of the company’s initial business combination.

• What is the proposed business combination involving ESH Acquisition Corp. and The Original Fit Factory?
  

  ESH Acquisition Corp. has entered into a Business Combination Agreement with The Original Fit Factory, Ltd., The Original Fit Factory Holdings Inc. (PubCo), and The Original Fit Factory Acquisition Inc. (Merger Sub). Under this agreement, PubCo will issue shares to TOFF shareholders in a share exchange, and Merger Sub will merge with and into ESH, with ESH becoming a wholly owned subsidiary of PubCo. As a result, both ESH and TOFF are expected to become subsidiaries of PubCo, which is expected to be a publicly traded company, subject to the satisfaction or waiver of closing conditions.

• Is the business combination with The Original Fit Factory completed?
  

  As described in ESH Acquisition Corp.’s filings, the Business Combination Agreement sets out proposed transactions that are subject to customary closing conditions, including stockholder approval and regulatory processes. The filings describe these transactions as a potential business combination and outline steps such as filing a registration statement on Form S-4 and seeking stockholder approval.

• What is the purpose of the extension proposals described in ESH Acquisition Corp.’s proxy statement?
  

  The extension proposals are intended to amend ESH Acquisition Corp.’s charter and trust agreement to extend the date by which the company must complete an initial business combination, cease operations, or redeem its public shares. The company’s board has stated that this additional time is needed to complete an initial business combination, including the potential business combination with The Original Fit Factory.

• How do redemption rights work for ESH Acquisition Corp.’s public stockholders?
  

  ESH Acquisition Corp.’s proxy materials explain that public stockholders may elect to redeem their shares of Class A common stock for cash in connection with certain stockholder votes, such as the extension proposals or a proposed initial business combination. The per-share redemption price is based on the amount held in the trust account divided by the number of outstanding public shares, subject to the terms described in the company’s charter and trust agreement.

• Why did ESH Acquisition Corp. transfer its listing to the Nasdaq Capital Market?
  

  ESH Acquisition Corp. disclosed that it received a notice from Nasdaq indicating that its market value of listed securities had been below the minimum required for continued listing on the Nasdaq Global Market. The company applied to transfer its listing to the Nasdaq Capital Market, which has different continued listing requirements, and Nasdaq approved this transfer.

• How is ESH Acquisition Corp. regulated as a SPAC?
  

  ESH Acquisition Corp. is subject to SEC regulations applicable to SPACs, including requirements related to its trust account, redemption rights for public stockholders, proxy and registration statements for its proposed business combination, and ongoing reporting obligations under the Securities Exchange Act of 1934.