ESH Acquisition Corp. Files 8-K on Material Agreement

TL;DR

ESH Acquisition Corp. filed an 8-K on Dec 3, 2025, for a material definitive agreement. Details TBD.

AI Summary

ESH Acquisition Corp. filed an 8-K on December 8, 2025, reporting a material definitive agreement entered into on December 3, 2025. The filing also includes amendments to its articles of incorporation or bylaws, submission of matters to a vote of security holders, and other events. Specific details of the material definitive agreement and the vote are not provided in this excerpt.

Why It Matters

This 8-K filing indicates significant corporate actions by ESH Acquisition Corp., including a material definitive agreement and potential changes to its charter, which could impact its business operations and shareholder value.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement and potential changes to corporate structure, which introduces uncertainty until more details are disclosed.

Key Players & Entities

• ESH Acquisition Corp. (company) — Registrant
• December 3, 2025 (date) — Date of earliest event reported
• December 8, 2025 (date) — Date of report

FAQ

Filing Documents

• ea0268468-8k_eshacq.htm (8-K) — 44KB
• ea026846801ex3-1_eshacq.htm (EX-3.1) — 14KB
• ea026846801ex10-1_eshacq.htm (EX-10.1) — 24KB
• 0001213900-25-119270.txt ( ) — 303KB
• esha-20251203.xsd (EX-101.SCH) — 3KB
• esha-20251203_def.xml (EX-101.DEF) — 26KB
• esha-20251203_lab.xml (EX-101.LAB) — 36KB
• esha-20251203_pre.xml (EX-101.PRE) — 25KB
• ea0268468-8k_eshacq_htm.xml (XML) — 5KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. The disclosure set forth in Item 5.07 of this Current Report on Form 8-K with respect to the Trust Amendment (as defined below) is incorporated by reference into this Item 1.01.

03. Amendments to Articles of Incorporation or Bylaws; Change

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. The disclosure set forth below in Item 5.07 of this Current Report on Form 8-K with respect to the Extension Amendment (as defined below) is incorporated by reference into this Item 5.03. The Company filed the Extension Amendment with the Secretary of State of the State of Delaware on December 3, 2025.

07. Submission of Matters to a Vote of Security Holders

Item 5.07. Submission of Matters to a Vote of Security Holders. On December 3, 2025, ESH Acquisition Corp. (the " Company ") held an annual meeting of stockholders as a virtual meeting, conducted via live audio webcast (the " Annual Meeting "). At the Annual Meeting, holders of 3,550,987 of the Company's shares of common stock were represented in person or by proxy, which represented approximately 91% of the shares of common stock issued and outstanding and entitled to vote as of the record date of November 17, 2025. Each proposal (individually a " Proposal " and, collectively, the " Proposals ") voted upon at the Annual Meeting and the final voting results are indicated below. Each Proposal voted on at the Annual Meeting is described in detail in the in the Company's proxy statement filed with the U.S. Securities and Exchange Commission (the " SEC ") on November 20, 2025 and mailed to stockholders (the " Definitive Proxy Statement "). Approval of Proposal 1 - Extension Amendment Proposal The Company's stockholders approved a proposal to amend the Company's Amended and Restated Certificate of Incorporation to provide the Company with the right to extend the date by which the Company must consummate its initial business combination (the " Business Combination "), for up to 6 additional one-month periods after December 16, 2025 (and ultimately no later than June 13, 2026) (the " Extension Amendment " and, such proposal, the " Extension Amendment Proposal "). The foregoing description of the Extension Amendment is qualified in its entirety by the full text of the Extension Amendment, which is filed as Exhibit 3.1 hereto, and incorporated herein by reference. Votes For Votes Against Abstentions 3,550,987 0 0 Approval of Proposal 2 - Trust Amendment Proposal The Company's stockholders approved a proposal to amend the Investment Management Trust Agreement, dated June 13, 2023 and as amended December 4, 2024, by and between the Company and Continental S

01. Other Events

Item 8.01. Other Events. In connection with the votes to approve the Extension Amendment Proposal and the Trust Amendment Proposal, the holders of 526,731 shares of Class A common stock properly exercised their right to redeem their shares for cash. After giving effect to such redemptions, there will be (i) an aggregate of 3,365,650 shares of Class A common stock outstanding, comprised of 213,150 shares of Class A common stock held by public stockholders, 287,500 shares of Class A common stock held by the Representatives (as defined in the Definitive Proxy Statement) and 2,865,000 shares of Class A common stock held by ESH Acquisition Sponsor, LLC (the " Sponsor "), and (ii) 10,000 shares of Class B common stock held by the Sponsor.

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K contains certain forward-looking statements within the meaning of the federal securities laws. These forward-looking "estimate," "intend," "strategy," "future," "opportunity," "plan," "may," "should," "will," "would," "will be," "will continue," "will likely result," and similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Forward-looking the Company assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. The Company cautions that the foregoing list of factors is not exclusive. The Company cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company's Annual Report on Form 10-K filed with the SEC. The Company's securities filings can be accessed on the EDGAR section of the SEC's website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking - 2 -

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 3.1 Amendment to the Amended and Restated Certificate of Incorporation of ESH Acquisition Corp., dated December 3, 2025 10.1 Amendment No. 2 to Investment Management Trust Agreement, dated December 3, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) - 3 -

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: December 8, 2025 ESH ACQUISITION CORP. By: /s/ James Francis Name: James Francis Title: Chief Executive Officer - 4 -

View Full Filing

View this 8-K filing on SEC EDGAR