ESHA Acquisition Corp. is a blank check company (SPAC) incorporated in Delaware in 2021, formed to effectuate a business combination in the entertainment, sports, and hospitality sectors.

# Company Overview: ESH Acquisition Corp.

**Type:**  
- Blank check company (special purpose acquisition company, SPAC)  

**Incorporation Details:**  
- Incorporated as a Delaware corporation on November 17, 2021  

**Business Purpose:**  
- Formed to effectuate a **Initial Business Combination** (merger, capital stock exchange, asset acquisition, stock purchase, reorganization) with one or more unidentified target businesses.  
- Uses proceeds from its IPO, private placement warrants, and other financing sources for the initial business combination.  

# Financial and Operating Highlights

- **Number of Shares Outstanding (as of December 31, 2024):**  
  - Class A common stock: 3,892,381 shares issued and outstanding (after redemption and conversion)  
  - Class B common stock: 10,000 shares (primarily founder shares, with 2,865,000 shares converted to Class A in December 2024)  
  - Private Placement Warrants: 7,470,000 warrants sold at $1.00 each in IPO  

- **Offices:**  
  - Located at 228 Park Ave S, Suite 89898, New York, NY 10003  

- **Management Team:**  
  - Chairman: Allen Weiss, with prior Disney executive experience (President of Walt Disney World and Walt Disney Parks and Resorts Worldwide)  
  - CEO & Director: James Francis, with extensive experience in lodging REITs and hospitality (founder and former CEO of Chesapeake Lodging Trust)  
  - Other Directors include Christopher Ackerley, Christina Francis, Jonathan Gordon, Jonathan Morris, and Thomas Wolber, with backgrounds in investments, sports and entertainment, corporate finance, and hospitality industries.  

- **Financials (for the years ending December 31, 2024 and 2023):**  
  | Year | Net Income | Interest Earned in Trust | Operating Costs | Taxes | Franchise Tax Expense | Cash Used in Operating Activities | Investments in Trust | Cash on Hand (Dec 31, 2024) | Net Income Effect |
  |--------|--------------|------------------------------|------------------|-------|------------------------|-------------------------------|-------------------------|-----------------------------|---------------------|  
  | 2024 | $3,878,173 | $5,942,677 | $882,103 | $1,068,183 | $114,218 | $2,219,753 | $8,485,212 | $1,346,843 | Interest income contributed to income |
  | 2023 | $1,946,899 | $3,275,366 | $393,732 | $819,453 | $115,282 | $796,580 | Data not specified | Data not specified | Interest income contributed to income |

- **Sources of Funds:**  
  - Gross proceeds from IPO: ~$115 million (11.5 million units at $10 each)  
  - Private placement warrants: $7.47 million (sold at $1.00 each)  
  - Trust account holds approximately $8.5 million as of December 31, 2024  

- **Use of Funds:**  
  - To complete an Initial Business Combination using IPO proceeds, private placement warrants, some or all of the trust funds, debt, or other sources.  
  - Outside of the Trust, approximately $1.3 million in cash available for operational expenses as of December 31, 2024.  

- **Business Strategy and Development:**  
  - Focus on identifying targets in the **entertainment, sports, and hospitality (ESH)** sectors, but may consider other industries.  
  - Target companies may be in early stages or financially unstable, with inherent risks.  
  - No current operations; activities limited to organizational activities and target identification.  
  - No revenues to date.  
  - Has not engaged in any legal proceedings or owned physical property aside from office space.

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**Note:**  
- The company is in the process of seeking and completing a Business Combination.  
- As of December 31, 2024, the company is considered a "going concern," with substantial doubt about its ability to continue beyond December 16, 2025, absent completion of an acquisition or additional financing.

ESH Acquisition Corp. is a blank check company formed to engage in Initial Business Combinations with unidentified businesses or entities.

# Summary of ESH Acquisition Corp.

**Company Overview:**
- **Name:** ESH Acquisition Corp.
- **Type:** Blank check company (Special Purpose Acquisition Company or SPAC)
- **Incorporation Date:** November 17, 2021
- **Location:** New York, NY

## Purpose
ESH Acquisition Corp. was formed with the intention of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or a similar business combination with one or more businesses or entities that have yet to be identified (referred to as the "Initial Business Combination").

## Financial Overview
- **Initial Public Offering (IPO):** 
  - **Date:** June 16, 2023
  - **Units Offered:** 11,500,000 Units, including the underwriters' over-allotment option.
  - **Price per Unit:** $10.00
  - **Gross Proceeds from IPO:** $115,000,000
  
- **Private Placement Warrants:**
  - **Units Sold:** 7,470,000 warrants at $1.00 each.
  - **Gross Proceeds from Private Placement Warrants:** $7,470,000.

- **Trust Account:** 
  - **Total Proceeds Held (after marketing fees):** $116,725,000, approximately $10.15 per Unit, on deposit with Continental Stock Transfer & Trust Company.

## Key Financial Metrics:
- **Customers:** 
  - Currently, as a SPAC, ESH Acquisition Corp. does not have direct customers since it has not yet completed an Initial Business Combination.
  
- **Employees:** 
  - The company is currently operated by a small management team consisting of two executive officers. They are not obligated to commit specified hours to company matters until an Initial Business Combination is reached.

- **Revenue:** 
  - The Company has not generated any revenue, as it is a newly formed entity focused on identifying a suitable merger target.

- **Income:** 
  - There are no income figures reported as the company has not commenced operations.

## Business Strategy
- ESH Acquisition Corp. plans to use the cash from the IPO and private placement of warrants for its Initial Business Combination and may consider various forms of consideration, such as equity, debt financing, or cash. The target business is anticipated to be sizable, possibly requiring additional financing.

## Market Position
- As a SPAC, ESH Acquisition Corp. actively searches for target business candidates, focusing on leveraging the management team's network, business contacts, and proprietary deal flow opportunities to identify and finalize a profitable Initial Business Combination.

## Conclusion
ESH Acquisition Corp. is in the initial stages of its lifecycle as a blank check company, with plans to identify and complete a business combination in the future while currently holding significant funds aimed at achieving this goal. The company is not currently generating revenue or profits, with operations reliant on successful mergers or acquisitions to create value for its shareholders.

ESH Acquisition Corp.

10-K / April 4, 2025

10-K / April 1, 2024

10-K / April 4, 2025

Company Overview: ESH Acquisition Corp.

Financial and Operating Highlights