Fri, Apr 4, 10:02 AM (22 days ago)
### Summary of ESH Acquisition Corp. (ESHA) Annual Report **Ticker:** ESHA **Financial Performance:** - **Revenue:** Not applicable, as the company has not commenced operations. - **Net Income:** $3,878,173 for the year ended December 31, 2024, primarily due to interest earned on investments held in the Trust Account. - **Operating Expenses:** $882,103 for the year ended December 31, 2024. **Strategic Overview:** - **Business Objective:** ESH Acquisition Corp. is a blank check company formed to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses or entities. - **Initial Business Combination (IBC):** The company intends to effectuate the IBC using cash from the proceeds of the IPO and the private placement of the Private Placement Warrants, the proceeds of the sale of shares in connection with the IBC, shares issued to the owners of the target, debt issued to banks or other lenders or the owners of the target, or a combination of the foregoing. **Future Outlook:** - **IBC Timeline:** The company must complete its IBC within the Combination Period, which ends on December 16, 2025. If the company fails to complete an IBC within this period, it will cease all operations except for the purpose of winding up and redeeming the Public Shares. - **Market Position Changes:** The company has not yet identified a target business for the IBC, and its market position will depend on the success of identifying and completing a suitable IBC. **Risk Factors:** - **Financial Risks:** The company's financial condition and ability to complete an IBC are subject to various risks, including the ability to raise additional financing, the impact of economic conditions, and the ability to complete an IBC within the prescribed time frame. - **Operational Risks:** The company's success will depend on its ability to identify and complete a suitable IBC, which is subject to competition from other entities and the availability of suitable target businesses. - **Regulatory Risks:** The company is subject to various regulatory requirements, including those related to the IPO and the IBC, which could impact its ability to complete an IBC. **Financial Condition:** - **Cash and Cash Equivalents:** As of December 31, 2024, the company had cash of $1,346,843 and investments held in the Trust Account of $8,485,212. - **Liabilities:** The company had current liabilities of $1,655,711 as of December 31, 2024, primarily consisting of accounts payable and accrued expenses, excise taxes payable, franchise tax payable, and income taxes payable. **Market Position Changes:** - **IPO and Private Placement:** The company completed an IPO of 11,500,000 units at $10.00 per unit, generating gross proceeds of $115,000,000. Simultaneously, the company sold 7,470,000 Private Placement Warrants at a price of $1.00 per warrant, generating gross proceeds of $7,470,000. - **Trust Account:** The proceeds from the IPO and the sale of the Private Placement Warrants, totaling $116,725,000, were placed in a Trust Account with Continental Stock Transfer & Trust Company acting as trustee. **Amendments:** - **Extension Amendment:** On December 3, 2024, the company held a special meeting of stockholders to approve 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 IBC for up to 12 additional one-month periods after December 16, 2024 (and ultimately no later than December 16, 2025). - **Trust Amendment:** The company's stockholders also approved a proposal to amend the Investment Management Trust Agreement to give the company the right to extend the date on which Continental must liquidate the Trust Account if the company has not completed its IBC, for up to 12 additional one-month periods after December 16, 2024 (and ultimately no later than December 16, 2025).