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): ~~September~~February 1223, ~~2022 (September 7, 2022)~~2023

ESM Acquisition Corporation

(Exact name of registrant as specified in its charter)

Cayman Islands	001-40176	98-1576763
(State or other jurisdictionof incorporation)	(CommissionFile Number)	(I.R.S. EmployerIdentification No.)
(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	~~TradingSymbol~~Trading Symbol(s)	Name of each ~~exchangeon~~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 18.01. ~~Entry~~Other ~~into a Material Definitive Agreement.~~Events

~~The~~On ~~disclosure~~February 23, 2023, ESM Acquisition Corporation (the “Company” or “we”) issued a press release announcing that it will redeem all of its outstanding ordinary shares that were included ~~under~~in ~~Item~~the 2units issued in its initial public offering (the “public shares”), effective as of the close of business on March 10, 2023, as the Company will not consummate an initial business combination on or prior to March 12, 2023.03 isWe ~~incorporated~~have byattached ~~reference~~hereto as Exhibit 99.1 a copy of the press release.

~~Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off~~Forward-~~Balance~~Looking ~~Sheet~~Statements ~~Arrangement of a Registrant.~~

OnCertain ~~September 7~~information contained in this press release may be deemed to constitute forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements relate to expectations or forecasts for future events, ~~2022~~including, ~~ESM~~without ~~Acquisition Corporation~~limitation, athe ~~Cayman~~redemption ~~Islands~~of ~~exempted~~the ~~company~~Company’s (public shares and the “Company”)’s subsequent dissolution and liquidation and its delisting from the New York Stock Exchange and its termination of registration with the Commission. These statements may be preceded by, ~~entered~~followed ~~into~~by ~~Promissory~~or ~~Note~~include (the words “~~Note~~may,”) ~~with~~“might,” ~~ESM~~“will,” ~~Sponsor~~“will likely result,” LP“should,” a“estimate,” ~~Cayman~~“plan,” ~~Islands~~“project,” ~~exempted~~“forecast,” ~~limited~~“intend,” ~~partnership~~“expect,” (“~~Sponsor~~anticipate,”). ~~The~~“believe,” ~~purposes~~“seek,” of“continue,” ~~the~~“target” ~~Note~~or ~~are~~similar ~~(i) to~~expressions. ~~provide~~Such ~~funding~~statements are subject to ~~the~~certain ~~Company~~risks toand ~~pay~~uncertainties ~~its~~that ~~expenses~~could ~~and~~cause ~~(ii) to~~our ~~facilitate~~actual results in the ~~transactions~~future ~~contemplated~~to bydiffer materially from the Company’s ~~registration~~historical ~~statement~~results and those presently anticipated or projected. The Company wishes to caution investors not to place undue reliance on ~~Form~~any Ssuch forward-1,looking ~~and~~statements. Any forward-looking statements speak only as of the ~~prospectus~~date ~~included~~on ~~therein,~~which ~~including~~such ~~any~~statements ~~merger~~are made, ~~capital~~and ~~stock~~the ~~exchange,~~Company ~~asset~~undertakes ~~acquisition,~~no ~~stock~~obligation ~~purchase,~~to ~~reorganization~~update such statements to reflect events or ~~other~~circumstances ~~similar~~arising ~~business~~after ~~combination~~such date. The Company assumes no obligation to update forward-looking statements except to the extent required by applicable securities laws. If the Company ~~with~~does update one or more ~~businesses~~forward-looking (astatements, ~~“Business~~no ~~Combination”)~~inference should be drawn that the Company will make additional updates with respect to those or other forward-looking statements.

~~Pursuant~~Item ~~to the Note, Sponsor has agreed to advance to the Company from time to time, upon request by the Company, a maximum of $1,000,000 in the aggregate~~9.01. ~~The~~Financial ~~Company~~Statements ~~intends~~and ~~to promptly make an initial drawdown of $500,000 under the Note~~Exhibits.

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

99.1		Press Release dated February 23, 2023.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

ExhibitNo.		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: September 12, 2022	By:	/s/ Sir Michael Davis
Date: February 23, 2023	By:	/s/ Sir Michael Davis
	Name:	Sir Michael Davis
	Title:	Chief Executive Officer and Director

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