ESHAU ESH Acquisition Corporation

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): July 20, 2023

 

 

ESH ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

 

 

Delaware		001-41718		87-4000684
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

228 Park Ave S, Suite 89898

New York, NY 10003

(Address of principal executive offices, including zip code) 

 

Registrant’s telephone number, including area code: 212-287-5022

 

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Units		ESHAU		The Nasdaq Global Market
Class A shares		ESHA		The Nasdaq Global Market
Rights		ESHAR		The Nasdaq Global Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

Item 8.01. Other Events

 

On July 20, 2023, ESH Acquisition Corp. (the “Company”) issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing that, on July 21, 2023, the Company’s units will no longer trade, and that the Company’s common stock and rights, which together comprise the units will commence trading separately. The common stock and rights will be listed on the Nasdaq Global Market and trade with the ticker symbols “ESHA,” and “ESHAR,” respectively. This is a mandatory and automatic separation, and no action is required by the holders of units.

 

Item 9.01. Financial Statements and Exhibits.

 

Exhibit No.		Description
99.1		Press Release, dated July 20, 2023.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

SIGNATURE

 

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.

 

July 21, 2023	ESH Acquisition Corp.
	By:	/s/ Jonathan Morris
	Name:	Jonathan Morris
	Title:	Chief Financial Officer

 

Exhibit 99.1

 

ESH Acquisition Corp. Announces Upcoming Automatic Unit Separation

 

New York, New York, July 20, 2023 – ESH Acquisition Corp. (NASDAQ: ESHAU) (the “Company”) announced today that, on July 21, 2023, the Company’s units will no longer trade, and that the Company’s common stock and rights, which together comprise the units will commence trading separately. The common stock and rights will be listed on the Nasdaq Global Market and trade with the ticker symbols “ESHA” and “ESHAR,” respectively. This is a mandatory and automatic separation, and no action is required by the holders of units.

 

Each unit consists of one share of Class A common stock and one right. Each right entitles the holder to receive one-tenth (1/10) of one share of its Class A common stock upon the consummation of the Company’s initial business combination. Purchases of units that are made after market close on July 20, 2023, may not settle prior to the unit separation date and, accordingly, the number of rights and warrants issued to such purchasers may not reflect the rights and warrants underlying such recently purchased units.

 

About ESH Acquisition Corp.

 

The Company is a newly organized blank check company formed 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. While the Company may pursue an initial business combination target in any business, industry or geographical location, it intends to focus its search on businesses that are focused in the music and entertainment, sports and hospitality industries.

 

Forward-Looking Statements

 

This press release includes forward-looking statements that involve risks and uncertainties. Forward-looking statements are statements that are not historical facts. Such forward-looking statements, including with respect to the closing of the offering and the anticipated use of the proceeds thereof, are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking statements, including those set forth in the “Risk Factors” section of the preliminary prospectus used in connection with the Company’s offering filed with the SEC. Copies are available on the SEC’s website, www.sec.gov. No assurance can be given the offering discussed above will be completed on the terms described, or at all, or the net proceeds of the offering will be used as indicated. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based, except as required by law.

 

Contact:

 

Jonathan Morris

jonathan@eshacquisition.com

(407) 720-9250

 

v3.23.2

Cover	Jul. 20, 2023
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jul. 20, 2023
Entity File Number	001-41718
Entity Registrant Name	ESH ACQUISITION CORP.
Entity Central Index Key	0001918661
Entity Tax Identification Number	87-4000684
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	228 Park Ave S
Entity Address, Address Line Two	Suite 89898
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10003
City Area Code	212
Local Phone Number	287-5022
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Units
Title of 12(b) Security	Units
Trading Symbol	ESHAU
Security Exchange Name	NASDAQ
Class A shares
Title of 12(b) Security	Class A shares
Trading Symbol	ESHA
Security Exchange Name	NASDAQ
Rights [Member]
Title of 12(b) Security	Rights
Trading Symbol	ESHAR
Security Exchange Name	NASDAQ

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