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): ~~November 18~~September 12, ~~2021~~2022 (~~November 15~~September 7, ~~2021~~2022)

ESM Acquisition Corporation

(Exact name of registrant as specified in its charter)


Cayman Islands	001-40176	98-1576763
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

2229 San Felipe, Suite 1300

Houston, TX 77019

77019

(Address of principal executive offices)

(Zip Code)

(713) 579-5000

(Registrant’s telephone number, including area code)

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 communication 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-commencements 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 Securities Exchange Act of 1934:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share and one-third of one redeemable warrant	ESM.U	New York Stock Exchange
Class A ordinary shares, par value $0.0001 per share	ESM	New York Stock Exchange
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50	ESM WS	New York Stock Exchange

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 41.0201 ~~Non-Reliance~~Entry oninto ~~Previously~~a ~~Issued~~Material ~~Financial~~Definitive ~~Statements or Related Audit Report or Completed Interim Report~~Agreement.

In preparation of ESM Acquisition Corporation’s (the “Company”) unaudited condensed financial statements for the quarterly period ended September 30, 2021, the Company concluded it should restate its previously issued financial statements to classify all Class A ordinary shares subject to possible redemption in temporary equity. In accordance with the SEC and its staff’s guidance on redeemable equity instruments in ASC 480-10-S99, redemption provisions not solely within the control of the Company require ordinary shares subject to redemption to be classified outside of permanent equity. The ~~Company~~disclosure ~~had~~included ~~previously~~under ~~classified~~Item ~~a portion of its Class A ordinary shares in permanent equity~~2.03 ~~Although~~is ~~the~~incorporated ~~Company~~by did not specify a maximum redemption threshold, its charter provides that currently, the Company will not redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001reference. Previously, the Company did not consider redeemable shares classified as temporary equity as part of net tangible assets. The Company revised this interpretation to include temporary equity in net tangible assets. As a result, the Company expects to restate its previously filed financial statements to present all Class A ordinary shares subject to possible redemption as temporary equity and to recognize accretion from the initial book value to redemption value at the time of its initial public offering (the “IPO”) and the related exercise of the over-allotment option. The Company’s previously filed financial statements that contained the error were reported in the Company’s Form 8-K filed with the SEC on March 18, 2021 and the Company’s Form 10-Qs for the quarterly periods ended March 31, 2021, and June 30, 2021.

OnItem November 15, 2021, the Company’s management and the Audit Committee of the Company’s Board of Directors (the “Audit Committee”) concluded that it is appropriate to restate (i) certain items on the Company’s previously issued audited balance sheet as of March 18, 2021, which was related to the IPO and (ii) the unaudited quarterly financial statements as of and for the periods ended March 31, 2021, and June 30, 2021 (collectively, the “Relevant Periods”)2.03 ~~Considering~~Creation ~~such restatement, such financial statements, as well as the relevant portions~~ of ~~any~~a ~~communication~~Direct ~~which~~Financial ~~describes~~Obligation or ~~are~~an ~~based~~Obligation onunder ~~such~~an ~~financial statements, should no longer be relied upon. The Company will file its Quarterly Report on Form 10~~Off-QBalance ~~and~~Sheet ~~for~~Arrangement ~~the period ended September 30, 2021, which will include the restated financial statements for the Relevant Periods. In addition, the audit report~~ of ~~Marcum~~a LLP, the Company independent registered public accounting firm (the “Independent Accountants”) included in the Company’s Form 8-K filed with the SEC on March 18, 2021 should no longer be relied uponRegistrant.

~~The~~On ~~Company’s~~September 7, ~~Chief~~2022, ~~Executive~~ESM ~~Officer~~Acquisition ~~and~~Corporation, ~~Chief~~a ~~Financial~~Cayman ~~Officer~~Islands ~~carried~~exempted ~~out~~company an(the ~~evaluation~~“Company”), ofentered ~~the~~into ~~effectiveness~~Promissory ofNote (the ~~design~~“Note”) ~~and~~with ~~operation~~ESM ofSponsor, ~~the~~LP, ~~Company’s~~a ~~disclosure~~Cayman ~~controls~~Islands ~~and~~exempted ~~procedures~~limited partnership (“Sponsor”). ~~Based~~The ~~upon~~purposes ~~their~~of ~~evaluation,~~the Note are (i) to provide funding to the Company’s ~~Chief~~to ~~Executive~~pay ~~Officer~~its expenses and ~~Chief~~(ii) to ~~Financial~~facilitate ~~Officer~~the ~~concluded~~transactions ~~that~~contemplated by the Company’s ~~disclosure~~registration ~~controls~~statement ~~and~~on ~~procedures~~Form ~~were~~S-1, ~~not~~and ~~effective~~the asprospectus ofincluded ~~September 30~~therein, ~~2021~~including any merger, ~~due~~capital tostock ~~the~~exchange, ~~material~~asset ~~weakness~~acquisition, instock ~~analyzing~~purchase, ~~complex~~reorganization ~~financial~~or ~~instruments~~other ~~including~~similar ~~the~~business ~~proper~~combination ~~classification~~by ofthe ~~redeemable~~Company ~~Class~~with Aone ~~ordinary~~or ~~shares~~more asbusinesses ~~temporary~~(a ~~equity~~“Business Combination”).

~~The~~Pursuant ~~Company’s~~to ~~management~~the ~~and~~Note, Sponsor has agreed to advance to the ~~Audit~~Company ~~Committee~~from ~~have~~time ~~discussed~~to time, upon request by the ~~matters~~Company, ~~disclosed~~a inmaximum ~~this~~of ~~Current~~$1,000,000 ~~Report~~in onthe ~~Form~~aggregate. ~~8-K~~The ~~pursuant~~Company intends to ~~this~~promptly ~~Item~~make ~~4.02~~an ~~with~~initial ~~the~~drawdown ~~Independent~~of ~~Accountants~~$500,000 under the Note.

The Note is payable on the earlier of (i) date on which the Company consummates its initial Business Combination or (ii) March 12, 2023. No interest accrues on the unpaid principal balance of the Note. Sponsor cannot seek repayment from the Company’s trust account for amounts owed under the Note. Up to $1,500,000 of any loans from the Sponsor are convertible into warrants to purchase shares of common stock (the “Conversion Warrants”), at the option of the Sponsor. The number of Conversion Warrants granted will be equal to the portion of the principal amount of the Promissory Note being converted, divided by $1.50 (as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction related to the Company’s common stock occurring after the date of the Note), rounded up to the nearest whole number of shares. The Conversion Warrants shall be identical to those warrants that were issued in a private placement that closed concurrently with the Company’s initial public offering. The holders of Conversion Warrants or shares of common stock underlying the Conversion Warrants are entitled to certain demand and piggyback registration rights pursuant to the terms of the Note.

A copy of the Note is filed as Exhibit 10.1.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are being filed herewith:


Exhibit No.		Description

10.1		Promissory Note executed by the Registrant in favor of ESM Sponsor, LP

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.

	ESM Acquisition Corporation
Date: November 18, 2021	By:	/s/ Sir Michael Davis
Date: September 12, 2022	By:	/s/ Sir Michael Davis
	Name:	Sir Michael Davis
	Title:	Chief Executive Officer and Director

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