ESH Acquisition Corp.
11.30+0.00 (+0%)
Oct 24, 4:00:00 PM EDT · NasdaqGM · ESHA · USD
Key Stats
Market Cap
44.10MP/E (TTM)
-Basic EPS (TTM)
-0.20Dividend Yield
0%Recent Filings
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.
10-Q
Q2 FY2025 results
ESH Acquisition Corp. posted a net loss of $1.1M for Q2 2025 ended June 30, swinging from $1.0M income a year earlier, as general and administrative expenses jumped to $1.1M from $180K amid ongoing target search, while interest income on the Trust Account dipped to $86K from $1.6M. For the half-year, losses totaled $1.3M versus $2.2M profit in 2024, with operating cash use at $1.0M. Cash stood at $518K outside the $8.4M Trust, but a $1.4M working capital deficit signals tight liquidity. Extensions pushed the business combination deadline to December 16, 2025. Nasdaq flagged low market value, risking delisting. Failure to find a target by deadline means liquidation.
10-Q
Q1 FY2025 results
ESH Acquisition Corp. posted a net loss of $227,688 for Q1 2025 ended March 31, versus net income of $1,139,101 a year earlier, driven by lower interest income of $86,251 on Trust Account investments (down from $1,565,317 y/y) amid reduced balances post-redemptions, while operating expenses climbed to $301,643 from $264,185. The Trust Account stood at $8.3M, supporting an extended deadline to December 16, 2025, with cash at $923K and a $357K restricted portion for taxes. No debt burdens the balance sheet. Yet Nasdaq flagged a market value shortfall below $50M, risking delisting by October 2025.
8-K
Nasdaq compliance warning issued
ESH Acquisition Corp. received a Nasdaq notice on April 11, 2025, flagging its Class A shares' market value below the $50 million threshold for 30 straight business days. The SPAC gets 180 days until October 8 to hit that mark for 10 consecutive days or risk shifting to the Capital Market. Trading rolls on uninterrupted. No guarantees it pulls through.
10-K
FY2024 results
ESH Acquisition Corp., a blank check company, reported no operational revenue for FY2024 ended December 31, 2024, with net income of $3.9 million driven by $5.9 million in interest from Trust Account investments, offset by $0.9 million in administrative costs and $1.1 million in taxes; this contrasts with FY2023's $2.0 million net income on $3.3 million interest amid higher pre-IPO expenses. Q4 2024 saw a pivotal extension of the business combination deadline to December 16, 2025, but triggered massive redemptions of 10.8 million shares, slashing the Trust from $120 million to $8.5 million and shares outstanding to 3.9 million, signaling waning investor momentum. Converted founder shares bolstered liquidity, yet cash outside Trust dipped to $1.3 million. No capex or dividends; Sponsor funded a $30,000 extension loan. Sponsors control 74% of equity. Geopolitical tensions could further erode quarterly pursuit of a target.
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