ESHAR Seeks Extension to Finalize TOFF Deal; Sponsor Holds Key Vote

TL;DR

**ESHAR's extension vote is a make-or-break moment; if it passes, the TOFF deal is still on, but if not, it's liquidation time, so watch the redemption rate closely.**

AI Summary

ESH Acquisition Corp. (ESHAR) is seeking stockholder approval to extend its deadline for completing an initial business combination by up to six additional one-month periods, from December 16, 2025, to no later than June 13, 2026. This extension is crucial for the company to finalize its proposed business combination with The Original Fit Factory, Ltd. (TOFF), which was announced on September 15, 2025. The current Trust Account balance as of November 17, 2025, is approximately $8,621,929.41, implying a per-share redemption price of approximately $11.65, compared to the Nasdaq closing price of $11.40 on November 18, 2025. If the extension is approved, ESHAR has committed to contributing the lesser of $30,000 or $0.05 per month for each outstanding Class A common stock not held by the Sponsor or redeemed. The Sponsor, holding 73.7% of common stock and 100% of Class B common stock, has sufficient voting power to approve the Extension Amendment, Trust Amendment, and Director Election Proposals independently. Failure to approve the extension would lead to the company's liquidation by December 16, 2025, with public shareholders receiving approximately $11.65 per share.

Why It Matters

This DEF 14A filing is critical for ESHAR investors as it determines the SPAC's immediate future: either a path to completing its business combination with The Original Fit Factory, Ltd. or liquidation. For public shareholders, the decision to redeem shares at an estimated $11.65, slightly above the recent market price of $11.40, presents a clear choice. The competitive landscape for SPACs is challenging, and securing an extension is a common but vital step to avoid forced liquidation, which would see rights expire worthless. Employees and customers of TOFF are also impacted, as the successful merger would provide the capital and public market access for TOFF's continued growth and expansion.

Risk Assessment

Risk Level: medium — The risk level is medium because while the Sponsor's 73.7% ownership of common stock makes approval of the extension proposals highly probable, there's still a risk of significant redemptions. A high redemption rate could deplete the Trust Account, potentially jeopardizing the attractiveness or viability of the business combination with The Original Fit Factory, Ltd. The filing explicitly states that if the extension is not approved, the company will liquidate by December 16, 2025, extinguishing rights and leading to a cash redemption for public shares.

Analyst Insight

Investors should carefully consider the redemption offer of approximately $11.65 per share against the current market price of $11.40. If an investor believes in the long-term potential of The Original Fit Factory, Ltd. post-merger, holding shares through the extension and potential future business combination vote might be warranted. However, those seeking a guaranteed return slightly above the current market price should consider exercising their redemption rights by December 1, 2025.

Key Numbers

• $8,621,929.41 — Trust Account Balance (As of November 17, 2025, used to calculate redemption price)
• $11.65 — Estimated Per-Share Redemption Price (Anticipated price for Class A common stock redemption)
• $11.40 — Nasdaq Closing Price (For public shares on November 18, 2025)
• 73.7% — Sponsor's Common Stock Ownership (Gives Sponsor ability to approve key proposals)
• 100% — Sponsor's Class B Common Stock Ownership (Gives Sponsor ability to approve Director Election Proposal)
• 6 — Additional One-Month Periods (Maximum extension duration for business combination deadline)
• December 16, 2025 — Current Business Combination Deadline (Date by which ESHAR must complete a deal or liquidate)
• June 13, 2026 — Extended Business Combination Deadline (Latest possible date if extension is approved)
• 50,000,000 — PubCo Common Stock Shares (Aggregate number of shares owned by Sellers post-Reorganization)
• $0.05 — Monthly Contribution Per Share (Amount ESHAR will contribute to Trust Account for each non-redeemed Class A share if extension is approved)

Key Players & Entities

• ESH Acquisition Corp. (company) — Registrant seeking extension
• The Original Fit Factory, Ltd. (company) — Target for business combination
• Continental Stock Transfer & Trust Company (company) — Trustee for the Trust Account
• I-Bankers Securities, Inc. (company) — Underwriter in IPO
• Dawson James Securities, Inc. (company) — Underwriter in IPO
• James Francis (person) — Chief Executive Officer of ESH Acquisition Corp.
• SEC (regulator) — Securities and Exchange Commission
• Nasdaq (regulator) — Stock exchange where public shares are traded
• Sponsor (company) — Owner of Founder Shares and significant voting power

FAQ

Risk Factors

• Trust Account Depletion Risk [high — financial]: The Company's ability to complete an initial business combination is dependent on the funds held in its Trust Account. As of November 17, 2025, the Trust Account balance was approximately $8,621,929.41. If the extension is not approved, the Company will liquidate, returning this amount to public shareholders. If approved, the Sponsor will contribute funds to the trust, but significant redemptions could still deplete the Trust Account before a business combination is finalized.
• Failure to Complete Business Combination [high — operational]: ESH Acquisition Corp. has a deadline of December 16, 2025, to complete an initial business combination. The proposed extension pushes this to June 13, 2026. Failure to complete a business combination by the extended deadline will result in liquidation. The proposed business combination with The Original Fit Factory, Ltd. (TOFF) is contingent on the approval of the extension.
• Proxy Solicitation and Shareholder Approval [medium — regulatory]: The Company requires stockholder approval for the Extension Amendment and Trust Amendment proposals. The Sponsor holds sufficient voting power (73.7% of common stock and 100% of Class B common stock) to approve these proposals independently. However, the process of soliciting proxies and ensuring adequate shareholder participation is a critical operational and regulatory step.
• Redemption Risk and Impact on Trust Value [medium — financial]: Public stockholders have the right to redeem their shares for approximately $11.65 per share, which is slightly above the Nasdaq closing price of $11.40 on November 18, 2025. If a significant number of shareholders exercise their redemption rights, the amount of capital available for a business combination will be reduced, potentially impacting the viability of the proposed transaction with TOFF.

Industry Context

Special Purpose Acquisition Companies (SPACs) operate in the financial services sector, specifically focused on facilitating mergers and acquisitions. The current market environment for SPACs has been challenging, with increased scrutiny on deal timelines and the success of post-merger companies. Many SPACs are facing pressure to extend their deadlines to find suitable targets or complete announced transactions, leading to proposals similar to ESH Acquisition Corp.'s.

Regulatory Implications

The proposed extension requires adherence to SEC regulations regarding proxy solicitations and shareholder voting. Failure to meet these requirements could invalidate the vote. Additionally, the ongoing nature of SPAC operations and potential business combinations are subject to evolving financial regulations and disclosure requirements.

What Investors Should Do

1. Review the Proxy Statement carefully, especially Annex A and Annex B.
2. Decide whether to vote FOR or AGAINST the Extension Amendment Proposal and Trust Amendment Proposal.
3. Consider exercising your redemption rights if you are a holder of Class A common stock.
4. Note the Director Election Proposal is for Class B stockholders only.

Key Dates

• 2025-09-15: Announcement of Business Combination Agreement with The Original Fit Factory, Ltd. (TOFF) — Marks the initiation of the proposed merger and the primary reason for seeking the extension.
• 2025-11-17: Trust Account Balance as of this date — Provides the current financial standing of the company, used to calculate the per-share redemption price.
• 2025-11-18: Nasdaq Closing Price — Indicates the market valuation of the company's shares relative to the redemption price.
• 2025-12-03: Annual Meeting Date — The date for stockholders to vote on the proposed extension and other critical proposals.
• 2025-12-16: Current Business Combination Deadline — The original deadline to complete a business combination; failure to do so by this date would lead to liquidation.
• 2026-06-13: Extended Business Combination Deadline — The latest possible date to complete a business combination if the extension is approved.

Glossary

DEF 14A

A filing with the SEC that provides detailed information to shareholders when they are asked to vote on important matters, such as mergers or extensions. (This document is the DEF 14A filing for ESH Acquisition Corp., outlining the proposals for the annual meeting.)

Initial Business Combination

The acquisition or merger of a special purpose acquisition company (SPAC) with an operating business. (ESH Acquisition Corp. is seeking an extension to complete its initial business combination with The Original Fit Factory, Ltd.)

Trust Account

An account established by a SPAC to hold the proceeds from its initial public offering (IPO) until a business combination is completed. (The balance of the Trust Account ($8,621,929.41) is critical for determining the redemption price for public shareholders.)

Sponsor

The entity or individuals who form a SPAC and typically purchase founder shares and warrants, often at a nominal price. (The Sponsor's significant ownership (73.7% of common stock) gives it the voting power to approve the proposed extension.)

Redemption

The right of public shareholders of a SPAC to sell their shares back to the company for cash, typically at the IPO price plus accrued interest, if a business combination is not completed. (Public stockholders can redeem their shares for approximately $11.65, impacting the capital available for the business combination.)

Class A Common Stock

The class of common stock typically sold to the public in a SPAC's IPO. (Holders of Class A common stock are the ones who can redeem their shares or vote on the extension proposals.)

Class B Common Stock

The class of common stock typically held by the SPAC's sponsor, often with different voting rights. (The Sponsor's 100% ownership of Class B stock is key to approving director elections.)

BCA (Business Combination Agreement)

A contract outlining the terms and conditions for a merger or acquisition between two companies. (The BCA with The Original Fit Factory, Ltd. is the specific transaction ESH Acquisition Corp. aims to complete.)

Year-Over-Year Comparison

This DEF 14A filing focuses on the proposed extension of the business combination deadline and the associated amendments to the company's charter and trust agreement. Unlike previous filings that might have detailed the initial IPO or potential target searches, this document's primary purpose is to secure shareholder approval for more time to finalize the announced merger with The Original Fit Factory, Ltd. Key financial metrics like revenue and net income are not the focus here, as ESH Acquisition Corp. is a SPAC and does not have operating revenues or profits prior to a business combination.

Key Financial Figures

• $0.00001 — are of common stock of PubCo, par value $0.00001 per share (“PubCo Common Stock&#
• $0.0001 — common stock of the Company, par value $0.0001 per share, issued and outstanding immed
• $8,621,929 — ember 17, 2025, which was approximately $8,621,929.41, we anticipate that the per -share p
• $11.65 — the Trust Account will be approximately $11.65 at the time of the Annual Meeting. The
• $11.40 — he mailing of this Proxy Statement, was $11.40. We cannot assure stockholders that the
• $30,000 — Trust Account the lesser of (x) $30,000 or (y) $0.05 per month for each
• $0.05 — ser of (x) $30,000 or (y) $0.05 per month for each Class A commo

Filing Documents

• ea0264207-03.htm (DEF 14A) — 797KB
• ttikmark_icon.jpg (GRAPHIC) — 3KB
• 0001213900-25-113110.txt ( ) — 803KB

From the Filing

DEF 14A 1 ea0264207-03.htm PROXY STATEMENT   UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 __________________________________________ SCHEDULE 14A __________________________________________ Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant   Filed by a Party other than the Registrant   Check the appropriate box:   Preliminary Proxy Statement   Confidential, for Use of the Commission Only (as permitted by Rule 14a -6 (e)(2))   Definitive Proxy Statement   Definitive Additional Materials   Soliciting Material Pursuant to §240.14a -12 ESH Acquisition Corp. (Name of Registrant as Specified In Its Charter) _________________________________________________________________ (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box):   No fee required.   Fee paid previously with preliminary materials.   Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a -6 (i)(1) and 0 -11 .   ESH ACQUISITION CORP. 228 Park Ave S, Suite 89898 New York, NY 10003 NOTICE OF ANNUAL MEETING To Be Held at 10:00 a.m. Eastern Time on December 3 , 2025 TO THE STOCKHOLDERS OF ESH ACQUISITION CORP.: You are cordially invited to attend the annual meeting (the “Annual Meeting”) of ESH Acquisition Corp. (“we,” “us,” “our” or the “Company”) to be held at 10:00 a.m. Eastern Time on December 3, 2025, as a virtual meeting, or at such other time, on such other date and at such other place to which the meeting may be postponed or adjourned. You may attend the Annual Meeting online, vote, view the list of stockholders entitled to vote at the Annual Meeting and submit your questions during the Annual Meeting by visiting https://www.cstproxy.com/eshacquisition/2025 or vote by phone by calling toll -free (within the U.S. and Canada) 1 800 -450-7155 (or +1 857 -999-9155 if you are located outside the U.S. and Canada (standard rates apply)). The accompanying proxy statement (the “Proxy Statement”) is dated November 20, 2025, and is first being mailed to stockholders of the Company on or about that date. The purpose of the Annual Meeting is to consider and vote upon the following proposals: •          a proposal to amend the Company’s Amended and Restated Certificate of Incorporation, dated as of June   13, 2023 and as amended on December   4, 2024 (the “A&R Charter”), pursuant to an amendment set forth in Annex A to the accompanying Proxy Statement (the “Extension Amendment” and, such proposal, the “Extension Amendment Proposal”) to give the Company the right to extend the date by which the Company must (1) consummate a merger, share exchange, asset acquisition, share purchase, reorganization or similar initial business combination with one or more businesses (an “initial business combination”), (2) cease its operations except for the purpose of winding up if it fails to complete such initial business combination, and (3) redeem all of the Company’s Class A common stock included as part of the units sold in the Company’s initial public offering that was declared effective by the SEC on June   13, 2023 (the “IPO”), for up to 6 additional one -month periods after December   16, 2025 (and ultimately no later than June   13, 2026) (the “Extension” and, such extended date, the “Extended Date”); •          a proposal to amend the Investment Management Trust Agreement, dated June   13, 2023 and as amended on December   4, 2024 (the “Trust Agreement”), by and between the Company and Continental Stock Transfer & Trust Company, as trustee (“Continental”), pursuant to an amendment to the Trust Agreement in the form set forth in Annex B to the accompanying Proxy Statement, to give the Company the right to extend the date on which Continental must liquidate the Trust Account (the “Trust Account”) established in connection with the IPO if the Company has not completed an initial business combination, for up to 6 additional one -month periods after December   16, 2025 (and ultimately no later than June   13, 2026) (the “Trust Amendment” and, such proposal, the “Trust Amendment Proposal”); • &#x00a0

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View this DEF 14A filing on SEC EDGAR