ESHA
ESH Acquisition Corp.11.63
-0.16-1.36%
Dec 16, 4:00:00 PM EST
Earnings Call Transcripts
This Quarter (Q1 '26)
No earnings call transcript available yet
Last Quarter (Q4 '25)
No earnings call transcript available
Key Stats
Market Cap
45.38MP/E (TTM)
-Basic EPS (TTM)
-0.47Dividend Yield
0%Recent Filings
8-K
SPAC extends deadline six months
ESH Acquisition Corp. stockholders unanimously approved amendments on December 3, 2025, extending the business combination deadline up to six more months past December 16, 2025, to June 13, 2026. Redemptions hit 526,731 shares, leaving 3.4 million Class A shares outstanding, mostly sponsor-held. Extension buys time. Risks persist if no deal materializes.
10-Q
Q3 FY2025 results
ESH Acquisition Corp posted a Q3 operating loss of $877K, wider than $207K last year, driven by G&A expenses jumping to $853K from $157K amid heavy redemptions leaving just 740K redeemable shares at $11.56 each in the Trust. Net loss hit $802K, or $(0.21) per share, versus $1.1M profit prior year, as Trust interest income plunged 95% y/y to $88K on shrunken $8.5M balance; EPS reconciles to 740K redeemable plus 3.2M non-redeemable shares. Cash sits at $136K with $611K due to sponsor, yet Trust holds steady. Signed business combination with The Original Fit Factory, Ltd (Scotland reg. SC541304) on Sept 15, 2025, entailing share exchange and merger into Pubco. No deal by Dec 16 deadline risks liquidation.
8-K
Nasdaq tier transfer approved
ESH Acquisition Corp. secured Nasdaq approval on October 29, 2025, to shift its Class A shares and rights from the Global Market to the Capital Market, with trading starting October 31 under ESHA. This follows a prior deficiency notice on April 11 for sub-$50M market value of listed securities. Compliance intact. Delisting averted.
8-K
ESH-SPAC de-SPACs Scottish fitness firm
ESH Acquisition Corp. signed a Business Combination Agreement on September 15, 2025, to merge with The Original Fit Factory, Ltd. via share exchange and merger into PubCo, valuing TOFF sellers at $500M or 50M PubCo shares at $10/share. TOFF targets $9.1M 2025 EBITDA and $20M financing; 40% sponsor shares cancel if met, with earnback above $12.50. Deal targets April 2026 close amid lock-ups and no-competes.
8-K
ESH-SPAC merger with Fit Factory
ESH Acquisition Corp. signed a definitive business combination agreement with The Original Fit Factory on September 15, 2025, valuing the target at a pro-forma equity of $500 million. The deal involves a share exchange and merger, forming TOFF Holdings Inc. as the public entity listed on Nasdaq, expected to close by Q1 2026. This positions TOFF's fitness apps, wearables, and studios for global expansion. Yet stockholder approval remains key.
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