Business Description

In this Annual Report on Form 10-K (the “ Form 10-K ”), references to the “Company” and to “we,” “us,” and “our” refer to ESH Acquisition Corp. ESH Acquisition Corp. (the “ Company ”) is a blank check company that was incorporated as a Delaware corporation on November 17, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities that the Company has not yet identified (the “ Initial Business Combination ”). We intend to effectuate our Initial Business Combination using cash from the proceeds of the initial public offering (the “ IPO ”) and the private placement of the private placement warrants (“ Private Placement Warrants ”), the proceeds of the sale of our shares in connection with our Initial Business Combination (which may include sales pursuant to a forward purchase agreement), shares issued to the owners of the target, debt issued to bank or other lenders or the owners of the target, or a combination of the foregoing. Initial Public Offering On June 16, 2023, the Company consummated the IPO of 11,500,000 units (the “ Units ” and, with respect to the shares of Class A common stock included in the Units being offered, the “ Public Shares ”), which includes the full exercise by the underwriters of their over-allotment option in the amount of 1,500,000 Units, at $10.00 per Unit, generating gross proceeds of $115,000,000. Simultaneously with the closing of the IPO, the Company consummated the sale of 7,470,000 warrants (the “ Private Placement Warrants ”) at a price of $1.00 per Private Placement Warrant, in a private placement to the Company’s Sponsor, ESH Sponsor LLC, a limited liability company, which is an affiliate of members of the Board of Directors and management team (the “ Sponsor ”), and I-Bankers Securities, Inc. (“ I-Bankers ”) and Dawson James (“ Dawson James ”), the representative of the underwriters of the IPO, generating gross proceeds of $7,470,000. $116,725,000 ($10.15 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in a trust account pursuant to the Investment Management Trust Agreement, dated June 13, 2023, by and between the Company and Continental Stock Transfer & Trust Company, as trustee (“ Continental ”) (the “ Trust Agreement ” and such account the “ Trust Account ”). On December 17, 2021, the Sponsor subscribed to purchase 8,625,000 shares of the Company’s Class B common stock, par value $0.0001 per share (as may be converted to Class A common stock as described below, the “ Founder Shares ”) for a subscription price of $25,000. Such subscription receivable was paid in full on March 9, 2022. On May 8, 2023, the Sponsor surrendered an aggregate of 5,750,000 shares of its Class B common stock for no consideration, which were cancelled, resulting in the Initial Stockholders holding an aggregate of 2,875,000 Founder Shares. The holders of the Founder Shares prior to our IPO (the “ Initial Stockholders ”) agreed to forfeit up to 375,000 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters. The forfeiture was to be adjusted to the extent that the over-allotment option was not exercised in full by the underwriters so that the Founder Shares would represent 20.0% of the Company’s issued and outstanding shares after the IPO (excluding the Representative Shares, as defined below). On June 16, 2023, the underwriters exercised their over-allotment option in full as part of the initial closing of the IPO. As such, the 375,000 Founder Shares are no longer subject to forfeiture. Each whole Private Placement Warrant is exercisable for one whole share of Class A common stock at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor was added to the proceeds from the IPO held in the Trust Account so that the Trust Account held $10.15 per unit sold directly following the IPO. If the Company does not complete an Initial Business Combination within the Combination Period (as defined below), the Private Placement Warrants will expire worthless. The Private Placement Warrants will be redeemable and exercisable on a cashless basis.…