ESH Acquisition Corp. Files 8-K for Material Agreement

TL;DR

ESH Acquisition Corp. signed a material definitive agreement on 9/15/25, filed 8-K.

AI Summary

ESH Acquisition Corp. filed an 8-K on September 19, 2025, reporting a material definitive agreement entered into on September 15, 2025. The filing also includes financial statements and exhibits. The company is incorporated in Delaware and its principal executive offices are located in New York, NY.

Why It Matters

This 8-K filing indicates ESH Acquisition Corp. has entered into a significant agreement, which could impact its future business operations and financial performance.

Risk Assessment

Risk Level: medium — As a blank check company, ESH Acquisition Corp. is inherently speculative until a business combination is identified and completed.

Key Numbers

• 001-41718 — SEC File Number (Identifies the company's filing history with the SEC.)
• 87-4000684 — EIN (Employer Identification Number for tax purposes.)

Key Players & Entities

• ESH Acquisition Corp. (company) — Registrant
• September 15, 2025 (date) — Date of earliest event reported
• September 19, 2025 (date) — Date of report
• Delaware (jurisdiction) — State of incorporation
• New York, NY (location) — Principal executive offices
• 2129918332 (phone_number) — Business phone

FAQ

Key Financial Figures

• $0.00001 — are of common stock of PubCo, par value $0.00001 per share (" PubCo Common Stock "), for
• $0.0001 — Class A common stock of ESH, par value $0.0001 per share (" ESH Class A Common Stock "
• $500 million — d shares of PubCo Common Stock equal to $500 million divided by $10.00 per share of PubCo Co
• $10.00 — Stock equal to $500 million divided by $10.00 per share of PubCo Common Stock. At t
• $9,121,692 — EBITDA for fiscal year 2025 of at least $9,121,692 (the " EBITDA Condition ") and (iii) re
• $20,000,000 — r than 7% in the aggregate, of at least $20,000,000 in the Transaction Financings (as defin
• $12.50 — of PubCo Common Stock equals or exceeds $12.50 per share (as adjusted for stock splits
• $2,499,999.96 — greement, to arrange for the raising of $2,499,999.96 (the " SPAC Signing Investment ") to be
• $5,000,000 — SPAC Financing Shortfall, not to exceed $5,000,000 (" SPAC ELOC "). 2 During the Interi
• $40,000,000 — of the Company Group in an amount up to $40,000,000, in the aggregate; provided, however, t
• $8,000,000 — s of ESH shall be equal to or less than $8,000,000; (vi) subject to TOFF satisfying the Co
• $11.50 — are of PubCo Common Stock at a price of $11.50 per share in exchange for the ESH Class

Filing Documents

• ea0257778-8k425_eshacq.htm (8-K) — 126KB
• ea025777801ex2-1_eshacq.htm (EX-2.1) — 664KB
• ea025777801ex10-1_eshacq.htm (EX-10.1) — 56KB
• ea025777801ex10-2_eshacq.htm (EX-10.2) — 53KB
• ea025777801ex10-3_eshacq.htm (EX-10.3) — 44KB
• ea025777801ex10-4_eshacq.htm (EX-10.4) — 30KB
• ea025777801ex10-5_eshacq.htm (EX-10.5) — 73KB
• ea025777801ex10-6_eshacq.htm (EX-10.6) — 123KB
• 0001213900-25-089590.txt ( ) — 1634KB
• esha-20250915.xsd (EX-101.SCH) — 4KB
• esha-20250915_def.xml (EX-101.DEF) — 26KB
• esha-20250915_lab.xml (EX-101.LAB) — 36KB
• esha-20250915_pre.xml (EX-101.PRE) — 25KB
• ea0257778-8k425_eshacq_htm.xml (XML) — 6KB

Business

Business Combination Agreement General Description of the Business Combination Agreement On September 15, 2025, ESH Acquisition Corp., a Delaware corporation (" ESH "), entered into a Business Combination Agreement (the " Business Combination Agreement ") with The Original Fit Factory, Ltd., a company registered in Scotland with registration number SC541304 (" TOFF "), The Original Fit Factory Holdings Inc., a Delaware corporation (" PubCo "), and The Original Fit Factory Acquisition Inc., a Delaware corporation and a wholly-owned subsidiary of PubCo (" Merger Sub "). Pursuant to the Business Combination Agreement and subject to the terms and conditions set forth therein, (i) (A) PubCo will issue and deliver to each shareholder of TOFF (a " Seller ") one share of common stock of PubCo, par value $0.00001 per share (" PubCo Common Stock "), for each Class A ordinary share and each ordinary share of TOFF owned by such TOFF shareholder (the " Share Exchange ") and (B) following the Share Exchange and prior to the closing of the transactions contemplated by the Business Combination Agreement (the " Closing "), TOFF shall effect a reverse share split with respect to the issued and outstanding equity securities of PubCo (including the shares of PubCo Common Stock owned by the Sellers) and unissued equity securities of PubCo (the " Reorganization "), resulting in the aggregate number of shares of PubCo Common Stock owned by the Sellers, on a fully-diluted, as-converted and as-exercised basis, being equal to 50,000,000 shares of PubCo Common Stock; (ii) Merger Sub will merge with and into ESH, with ESH continuing as the surviving entity and as a wholly-owned subsidiary of PubCo (the " Merger " and, together with the Share Exchange, the Reorganization and the other transactions contemplated by the Business Combination Agreement, the " Transactions "), as a result of which Merger each share of Class A common stock of ESH, par value $0.0001 per share (" ESH Class A Commo

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View this 8-K filing on SEC EDGAR