UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~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): ~~December~~April 311, ~~2024~~2025

ESH ACQUISITION CORP.

(Exact ~~name~~Name of ~~registrant~~Registrant as ~~specified~~Specified in ~~its charter~~Charter)

Delaware	001-41718	87-4000684
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or Other Jurisdiction	(Commission File Number)	(IRS Employer
of Incorporation)		Identification No.)

228 Park Ave S, Suite 89898

New York, NY 10003

(Address of ~~principal~~Principal ~~executive~~Executive ~~offices,~~Offices) ~~including zip~~(Zip ~~code~~Code)

~~Registrant’s telephone number, including area code:~~ 212-287-5022

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former ~~name~~Name or ~~former~~Former ~~address~~Address, if ~~changed~~Changed ~~since~~Since ~~last~~Last ~~report~~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 (see General Instruction A.2. below):

☐ Written communications 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-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))

☐Securities ~~Soliciting~~registered ~~material~~ pursuant to ~~Rule~~section ~~14a-~~12(b) ~~under~~of the ~~Exchange~~ Act ~~(17 CFR 240.14a-12)~~:

☐Title ~~Pre-commencement~~of ~~communications~~Each ~~pursuant~~Class toTrading ~~Rule 14d-2~~Symbol(bs) ~~under~~Name ~~the~~of ~~Exchange~~each ~~Act~~exchange ~~(17~~on ~~CFR~~which ~~240.14d-2(b))~~registered Units ESHAU The Nasdaq Global Market Class A shares ESHA The Nasdaq Global Market Rights ESHAR The Nasdaq Global Market

☐ Pre-commencement 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 Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered Units ESHAU The Nasdaq Global Market Class A shares ESHA The Nasdaq Global Market Rights ESHAR The Nasdaq Global Market

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 13.01. ~~Entry~~ ~~into~~Notice of Delisting or Failure to Satisfy a ~~Material~~Continued ~~Definitive~~Listing ~~Agreement~~Rule or Standard; Transfer of Listing.

On April 11, 2025, ESH Acquisition Corp. (the “Company”) received a notice from the Listing Qualifications Department of The Nasdaq ~~information~~Stock ~~set~~Market ~~forth~~LLC in(“Nasdaq”) ~~Item~~stating ~~5.03~~that, ~~below~~for ~~with~~the prior 30 consecutive business days (through April 10, 2025), the ~~respect~~closing tomarket value of listed securities (MVLS) of the ~~Trust~~Company’s ~~Amendment~~Class A Common Stock (as“Class ~~defined~~A Shares”), had been below the minimum of $50 million required for continued listing on the Nasdaq Global Market under Nasdaq Listing Rule 5450(b)(2)(A). The notice stated that the Company would be afforded 180 calendar days (until October 8, 2025) to regain compliance. In order to regain compliance, the closing MVLS of the Company’s securities must be at least $50 million for a minimum of ten consecutive business days. The notice further notes that if the Company is ~~incorporated~~unable byto ~~reference~~satisfy ~~into~~the ~~this~~MVLS ~~Item~~requirement 1prior to such date, the Company may be eligible to transfer the listing of its securities to The Nasdaq Capital Market (provided that the Company then satisfies the requirements for continued listing on that market).01 If the Company does not regain compliance within the 180-day period, Nasdaq staff will provide written notice to the Company that its securities are subject to delisting. At that time, the Company may appeal any such delisting determination to a hearings panel.

~~Item~~The notice ~~3.03~~has ~~Material~~no effect at this time on the listing of the Class A Shares, which will continue to trade uninterrupted under the symbol “ESHA”. ~~Modifications~~While the Company is exercising diligent efforts to ~~Rights~~maintain the listing of ~~Security~~its ~~Holders~~securities on Nasdaq, there can be no assurance that the Company will be able to regain or maintain compliance with Nasdaq listing standards.

~~The~~Cautionary ~~disclosure~~Note ~~set~~Regarding ~~forth~~Forward ~~below in Items 5.03 and~~Looking ~~5.07 of this Current Report on Form 8-K is incorporated by reference herein.~~Statements

~~Item~~This 5Current Report on Form 8-K contains certain forward-looking statements within the meaning of the federal securities laws.03 These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. ~~Amendments~~Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to ~~Articles~~risks and uncertainties. Forward-looking statements speak only as of ~~Incorporation~~the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and the Company assumes no obligation and does not intend to update or ~~Bylaws;~~revise ~~Change~~these inforward-looking ~~Fiscal~~statements, ~~Year~~whether as a result of new information, future events, or otherwise.

OnThe ~~December~~Company 3,cautions ~~2024,~~that the ~~ESH~~foregoing ~~Acquisition~~list ~~Corp~~of factors is not exclusive. ~~(the “~~The Company”) ~~held~~cautions areaders ~~special~~not ~~meeting~~to ofplace ~~stockholders~~undue (reliance upon any forward-looking statements, which speak only as of the ~~“Special~~date ~~Meeting”)~~made. AtFor ~~the~~information ~~Special~~identifying ~~Meeting,~~important ~~holders~~factors ofthat could cause actual results to differ materially 13from those anticipated in the forward-looking statements,~~588,442~~ please refer to the Risk Factors section of the Company’s ~~shares~~Annual ofReport on ~~common~~Form ~~stock~~10-K ~~were~~filed ~~represented~~with inthe ~~person~~SEC. orThe byCompany’s ~~proxy,~~securities ~~which~~filings ~~represented~~can ~~approximately~~be ~~92.68% of~~accessed on the ~~shares~~EDGAR section of ~~common~~the ~~stock~~SEC’s ~~issued~~website at ~~and~~www.sec.gov. ~~outstanding~~Except ~~and~~as ~~entitled~~expressly torequired ~~vote~~by asapplicable ofsecurities law, the ~~record~~Company ~~date~~disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of ~~October~~new 31information, ~~2024~~future events or otherwise.

At the Special Meeting, the Company’s stockholders approved a proposal to amend the Company’s Amended and Restated Certificate of Incorporation to provide the Company with the right to extend the date by which the Company must consummate its initial business combination (the “Business Combination”), for up to 12 additional one-month periods after December 16, 2024 (and ultimately no later than December 16, 2025) (the “Extension Amendment” and, such proposal, the “Extension Amendment Proposal”). The Company’s shareholders also approved a proposal to amend the Investment Management Trust Agreement, dated June 13, 2023, by and between the Company and Continental Stock Transfer & Trust Company, as trustee (“Continental”), to give the Company the right to extend the date on which Continental must liquidate the Trust Account established in connection with the Company’s initial public offering if the Company has not completed its initial business combination, for up to 12 additional one1-~~month periods after December 16, 2024 (and ultimately no later than December 16, 2025) (the “Trust Amendment” and, such proposal, the “Trust Amendment Proposal”).~~

~~The Company filed the Extension Amendment with the Secretary of State of the State of Delaware on December 4, 2024.~~SIGNATURE

~~The~~Pursuant ~~foregoing~~to ~~description of~~ the ~~Extension Amendment~~requirements ~~and~~of the ~~Trust~~Securities ~~Amendment~~Exchange isAct ~~qualified in its entirety by the full texts~~ of ~~the~~1934, ~~Extension Amendment and~~ the ~~Trust~~registrant ~~Amendment,~~has ~~which~~duly ~~are~~caused ~~filed as~~this ~~Exhibit~~report ~~3.1~~to ~~and~~be ~~Exhibit~~signed ~~10.1~~on ~~hereto,~~its ~~respectively,~~behalf ~~and~~by ~~incorporated~~the ~~herein~~undersigned byhereunto duly ~~reference~~authorized.

Item 5.07. Submission of Matters to a Vote of Security Holders.

Dated: April 17, 2025

	By:	/s/ James Francis
		James Francis
		Chief Executive Officer

~~The vote tabulation for the Extension Amendment Proposal and the Trust Amendment Proposal is set forth below.~~-2-

Approval of Proposal 1-Extension Amendment Proposal

Votes For		Votes Against		Abstentions
10,154,418		3,434,024		0

Approval of Proposal 2-Trust Amendment Proposal

Votes For		Votes Against		Abstentions
10,154,418		3,434,024		0

A proposal to adjourn the Special Meeting to a later date was not presented because there were sufficient votes to approve the Extension Amendment Proposal and the Trust Amendment Proposal.

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Item 8.01. Other Events.

On December 2, 2024, ESH Acquisition Sponsor LLC (the “Sponsor”) elected to convert 2,865,000 of the 2,875,000 shares of Class B common stock held by the Sponsor into 2,865,000 shares of Class A common stock pursuant to Section 4.3(b)(i) of Article IV of the Company’s existing Amended and Restated Certificate of Incorporation (such shares the “Converted Shares” and such conversion the “Conversion”). The Conversion is effective as of December 2, 2024.

The Converted Shares are subject to the same restrictions as applied to the Class B founder shares before the Conversion, including, among other things, certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of an initial business combination as described in the prospectus for the Company’s initial public offering. The Sponsor, with respect to itself, acknowledged that it has no right, title, interest or claim of any kind in or to any monies held in the trust account or any other asset of the Company as a result of any liquidation of the Company with respect to the Converted Shares held by it.

In connection with the votes to approve the Extension Amendment Proposal and the Trust Amendment Proposal, the holders of 10,760,119 shares of Class A common stock properly exercised their right to redeem their shares for cash.

After giving effect to the redemptions and Conversion described above, there will be (i) an aggregate of 3,892,381 shares of Class A common stock outstanding, comprised of 1,027,381 shares of Class A common stock held by public shareholders and 2,865,000 shares of Class A common stock that were converted from the Class B founder shares, and (ii) 10,000 remaining Class B founder shares.

Forward-Looking Statements

This Current Report on Form 8-K contains certain forward-looking statements within the meaning of the federal securities laws. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and the Company assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise.

The Company cautions that the foregoing list of factors is not exclusive. The Company cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s Annual Report on Form 10-K filed with the SEC. The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
3.1		Amendment to the Amended and Restated Certificate of Incorporation of ESH Acquisition Corp., dated December 4, 2024
10.1		Amendment No. 1 to Investment Management Trust Agreement, dated December 4, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURES

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.

Date: December 6, 2024	ESH ACQUISITION CORP.
	By:	/s/ James Francis
	Name:	James Francis
	Title:	Chief Executive Officer

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