ESH Acquisition Corp.
ESHA · Nasdaq
NO ACTION REQUIRED
Nothing left to do
The purchase completed and the shares became shares in the company it bought. There is no deadline left to miss.
Cash at settlement
No cash-per-share figure was filed for this vehicle before it finished.
Last close
Daily close
No price history on file yet — daily closes accumulate from the market data feed.
Trust settled · There is no line to draw here. This vehicle has finished: the cash was paid back or spent closing the deal, so the last filed figure describes an account that no longer exists and would be a floor under nothing.
SpacBrain’s read
Trust settled
The deal closed — SPAC shares became the target's shares, so there is no trust left to redeem (nobody missed a window; holders who wanted cash elected it at the vote).
In plain terms
- What it is
- A SPAC from ESH Acquisition Corp. / Global Blockchain Acquisition Corp. (Morris Jonathan D), listed on Nasdaq in June 2023.
- What it's doing now
- It agreed to buy The Original Fit Factory, Ltd., a Fitness company. The deal valued that business at about $500M. That purchase completed, and it stopped being a SPAC — the shares became shares in the business it bought.
- What you should know
- This SPAC has finished. The purchase completed, and the shares became shares in the company it bought — anyone who wanted the cash instead asked for it at the vote, so there is no cash left here to claim and no deadline left to miss.
At a glance
- Where it stands
- Closed (deSPAC)
- The business it bought
- The Original Fit Factory, Ltd.
- Industry
- Fitness
- Deal value
- $500M
- Price vs cash at settlement
- no live price on file
- Cash in trust when it settled
- not yet extracted into a snapshot — the filings below may state it
- the last trust total filed while this was still a SPAC — the account has since been paid out or used to close the deal
- IPO
- 15 June 2023
- size not on file · 101.5% of each $10 unit into trust
- Headquarters
- 228 PARK AVE S, NEW YORK, NY, 10003
- registered in Delaware
- Lead underwriter
- not extracted from the prospectus yet
- Key officers
- Morris Jonathan D (Chief Financial Officer) · FRANCIS JAMES L (Chief Executive Officer) · Gordon Jonathan (Director)
- Listed securities
- ESHA common
This vehicle has finished, so there is no window to file a cash-per-share figure for and none will follow. No estimate is shown in its place.
At the 3 December 2025 event.
Nothing dated is on file. That is an absence in the record, not a statement that nothing is coming.
Yield to redemption
Nothing left to redeem — no yield to compute.
This SPAC has finished — its trust was paid back or used to close the deal, so there is nothing left to redeem and no yield to compute. A yield to redemption is a claim that you can hand these shares back for the trust cash. That account is closed, so this page will not print a number here.
What happened to the cash
The reasoning behind the verdict above, in the order the filings establish it.
- The deal closed — SPAC shares became the target's shares, so there is no trust left to redeem (nobody missed a window; holders who wanted cash elected it at the vote).
What has happened, and what is coming
4 dated milestonesEvery dated step from the day it listed to the next date you may have to act on. Where you have to do something, the day your broker needs the instruction is marked too.
redemption rate not stated in the filing
Show the earlier 1 milestone
- 15 June 2023IPOpassed
IPO size not on file
The deal
terms as filedWhat it is buying, on what terms, and how much of the combined company new shares take from you.
- closedFitnessSEC primary
Who has already taken their money back
1 filed eventEach time shareholders were offered their cash back, some took it. Heavy cash-outs drain the account and shrink the number of shares left — whatever remains has to carry the deal.
Worst single event
—
no filing states a pre-event share count
Shares redeemed, all events
0.53M
across every filed redemption event
Every figure below is stated in the linked filing; nothing here is estimated.
- Dec 3, 2025Extensionno rate statedredeemed 0.527M sh0001213900-25-119270
The score
deterministic, from filed fieldsESHA is not in the scored universe, so no score is shown. A withheld score is a fact about the record, not a verdict about the company.
The score is only published for names that carry both a price and a filed cash-per-share figure — 292 of the tracked fleet today. The rest keep an empty dial rather than a modelled one, and fill in by themselves as the fields land.
The company
from SEC filingsRead the full profile
ESH Acquisition Corp. (Nasdaq: ESHA) is a blank-check company with SEC CIK 0001918661 and SIC industry code 6770. The company priced its IPO on June 15, 2023, per 424B prospectus 0001213900-23-049260, with units offering a trust value of $10.15 per unit and a deadline of 18 months. The common ticker ESHA appears on the cover page of 8-K 0001213900-25-087827, filed September 16, 2025. The company's lifecycle is closed, having completed a business combination, as established by 425 filing 0001213900-25-089594 dated September 19, 2025.
Material findings
from the full read of every filingEvery document this company files gets read whole — body and exhibits. These are the ones the read flagged as material, newest first, each citing its filing.
The trust floor of about $11.65 sits $0.25 above the $11.40 market price, so redeeming is worth more than selling - the usual signal that the market doubts the deal. The monthly contribution of the lesser of $30,000 or five cents a share does accrete the trust, modestly rewarding holders who stay. Representative Shares held by affiliates of I-Bankers and Dawson James are excluded from redemption, so underwriter stock does not draw on the trust.
The $10.75 trust value against a $10.66 market price is a small discount to the cash floor, so a holder buying at market and redeeming captures the spread with the trust as protection. Twelve months of extension authority in one vote is unusually long and hands the sponsor an extended option; the sponsor's conversion of 2,865,000 founder shares to Class A while disclaiming trust rights preserves the per-share trust value for public holders but adds Class A shares to the post-deal float.
Filings
live EDGAR feedEverything this company has filed with the SEC recently, newest first, each with a plain summary of what changed and why it matters.
Show the other 10 filings
What changed: ESH Acquisition Corp. called its annual meeting for 10:00 a.m. Eastern Time on December 3, 2025 as a virtual meeting to approve an Extension Amendment and Trust Amendment giving it up to six additional one-month periods after December 16, 2025 to complete a business combination. A Business Combination Agreement with The Original Fit Factory, Ltd. of Scotland was entered September 15, 2025. The trust held approximately $8,621,929.41 as of November 17, 2025, an anticipated redemption price of about $11.65 per share, against a Nasdaq closing price of $11.40 on November 18, 2025. Why it matters: The trust floor of about $11.65 sits $0.25 above the $11.40 market price, so redeeming is worth more than selling - the usual signal that the market doubts the deal. The monthly contribution of the lesser of $30,000 or five cents a share does accrete the trust, modestly rewarding holders who stay. Representative Shares held by affiliates of I-Bankers and Dawson James are excluded from redemption, so underwriter stock does not draw on the trust.
What changed vs 2024-11-05deadline 2025-12-16 → 2026-06-13combination deadline1 moved
- Combination deadline
- 2025-12-162026-06-13
SpacBrain reads this as 179 days later than the previous record.
The clause …“approved and the Extension is implemented but we do not complete an initial business combination, including the Potential Business Combination, by June 13, 2026, we will: (i) cease all operations except for the purpose of winding up,”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
- What changed vs 2025-08-19trust $8.4M → $8.5M +2%
trust account, combination deadline, going-concern doubt +11 moved · 3 with no prior record of ours
- Trust account
- $8.4M$8.5M
- Combination deadline
- 2025-12-16 · unchanged
- Going-concern doubt
- stated · unchanged
- Redeemable shares
- 740K · unchanged
SpacBrain reads this as $136,668 was added to the trust between the two filings.
The clause “Prepaid income taxes 9,633 — Total Current Assets 277,471 1,493,118 Investments held in Trust Account 8,548,921 8,485,212 TOTAL ASSETS $ 8,826,392 $ 9,978,330 LIABILITIES, COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION, AND STOCKHOLDERS’”…
The clause …“Company’s liquidity condition and mandatory liquidation, should the Initial Business Combination not occur by December 16, 2025, and potential subsequent dissolution, raise substantial doubt about our ability to continue as a going”…
The clause …“condition and date for mandatory liquidation and subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern. Management plans to consummate an Initial Business Combination prior to the”…
The clause …“100,000,000 shares authorized; 3,152,500 issued and outstanding (excluding 739,881 shares subject to possible redemption) at September 30, 2025 and December 31, 2024 315 315 Class B common stock, $ 0.0001 par value; 10,000,000 shares”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
- What changed vs 2025-05-20trust $8.3M → $8.4M +2%
trust account, combination deadline, going-concern doubt +11 moved · 3 with no prior record of ours
- Trust account
- $8.3M$8.4M
- Combination deadline
- 2025-12-16 · unchanged
- Going-concern doubt
- stated · unchanged
- Redeemable shares
- 740K · unchanged
SpacBrain reads this as $160,443 was added to the trust between the two filings.
The clause “Prepaid income taxes 6,528 — Total Current Assets 614,943 1,493,118 Investments held in Trust Account 8,412,253 8,485,212 TOTAL ASSETS $ 9,027,196 $ 9,978,330 LIABILITIES, COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION, AND STOCKHOLDERS’”…
The clause …“Company’s liquidity condition and mandatory liquidation, should the Initial Business Combination not occur by December 16, 2025, and potential subsequent dissolution, raise substantial doubt about our ability to continue as a going”…
The clause …“condition and date for mandatory liquidation and subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern. Management plans to consummate an Initial Business Combination prior to the”…
The clause …“100,000,000 shares authorized; 3,152,500 issued and outstanding (excluding 739,881 shares subject to possible redemption) at June 30, 2025 and December 31, 2024 315 315 Class B common stock, $ 0.0001 par value; 10,000,000 shares”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
The sponsor
The people who set this company up, what they have done before, and the advisers around the deal.
Extension reliance: 4 extension votes across 2 in-DB vehicles (2.0 per vehicle; 3+ scores zero).
Mixed record · low confidence
The record
The reference detail — how the shares were structured at listing, how thinly they trade, and where the company is registered.
Show the reference detail
Unit structure
from 424B4 0001213900-23-049260
Trading & liquidity
Company profile
Directors & officers
- Morris Jonathan DChief Financial Officer
- FRANCIS JAMES LChief Executive Officer
- Gordon JonathanDirector
- Ackerley Christopher HomerDirector
- Francis Christina MDirector
- Weiss Allen RDirector
- Wolber ThomasDirector
Institutional holders
from SC 13G/13DFunds that have declared a stake above 5%. Heavy ownership by arbitrage funds usually means heavy cash-outs at the next vote.
Show the declared stakes
8 filers with a stake on file · 0 re-affirmed in the last 12 months. A stake with no amendment since is the filer’s last word on it, not proof it is still held — and percentages filed in different years are percentages of different floats, because this vehicle’s share count collapses at every redemption.
- Wealthspring Capital LLCwith 1 other reporting person on the same schedule10.8% · SC 13GMar 8, 2024 stale
- AQR CAPITAL MANAGEMENT LLCwith 1 other reporting person on the same schedule8.3% · SC 13G/ANov 13, 2024 stale
- HGC Investment Management Inc.8.0% · SC 13GFeb 14, 2024 stale
- PERISCOPE CAPITAL INC.5.9% · SC 13G/ANov 13, 2024 stale
- COWEN AND COMPANY, LLC5.1% · SC 13GNov 13, 2024 stale
- Karpus Management, Inc.4.2% · SC 13G/AApr 9, 2024 stale
- First Trust Capital Management L.P.with 1 other reporting person on the same schedule0.2% · SC 13G/AMar 7, 2024 stale
- Space Summit Capital LLC0.0% · SC 13G/AFeb 5, 2024 stale
One line per filer, not per reporting person: a joint schedule names the management company, its funds and often the individual who controls them, and all of them report the same shares. Click a name for that filer’s whole footprint across every SPAC it has declared a stake in.
Sources on file
harvested pages, kept in fullEvery public page we have read about this company, stored in full so a source can never go missing.
Show the sources
38 full SEC filing texts archived — searchable, never lost.
- Vault note — ESHA (ESH Acquisition Corp.)
vault-note · /vault/tickers/ESHA
- Vault deal note — The Original Fit Factory, Ltd. (ESHA)
vault-note · /vault/deals/the-original-fit-factory-ltd
In plain English
tap a term to open itEvery piece of jargon this page could have used, and what it actually means.
Open the plain-English guide
No floor / floorlessthe cash guarantee is gone — the price is unprotected
A SPAC's downside protection is not the cash in trust; it is your right to demand that cash. Once the redemption window closes, the cash stays with the company and the share can trade anywhere.
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Broker action datethe day your broker needs the instruction — earlier than the official date
Brokers batch redemption instructions to the transfer agent, so the practical cutoff is roughly two business days before the published deadline. This is the date that actually costs people the floor.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Trust discountbuying below the cash held for you
Only meaningful while a redemption right exists. On a floorless name the same arithmetic is not a discount, it is the market pricing distress, and this product will not call it a yield.
Dilutionhow much of the company new shares take from you
Sponsor promote, PIPE shares, warrants and rights all issue stock that did not pay $10 for it. The headline deal value is before that; the effective value is after.
Pro-forma equitywhat the company is valued at once the deal closes
The combined company's equity value assuming the announced terms and the redemptions that have actually happened.
ARShow much upside you get per unit of downside
SpacBrain's asymmetric-return score. It is deterministic — the same inputs always produce the same number — and it is capped, not zeroed, when the floor is gone.
De-SPACthe day the SPAC becomes the real company
The shares stop being a claim on a pot of cash and start being equity in an operating business. Roughly 80% of recent de-SPACs traded below $10 within a year.
Outside datethe contractual long-stop for closing the deal
A deadline between the SPAC and its target, not between the SPAC and you. It confers no right to cash, which is exactly why it must never be counted as a redemption window.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.
Accreted NAV (estimate)the last filed cash figure, plus the interest it should have earned since
A model, not a filing: last filed value compounded at the 3-month T-bill for the days elapsed. Always shown in italic with the word estimate, and never printed beside a filed number without it.
Ask the brain
from its filingsData provenance & audit trail5 internal entries
Written by SpacBrain’s data agents whenever a figure is captured, corrected or flagged, and kept verbatim so every number on this page can be traced back to the filing that states it. This is a running log, not the current record: an early entry may be superseded by a later correction — the panels above always hold the current values.
admitted from the HISTORICAL census (EDGAR's SIC 6770 registrant list, walked in full: 3,325 registrants, 1,167 of which ever priced an IPO). The live discovery job cannot reach this registrant — it reads the filing tape, and this one stopped filing. Admission rule: src/lib/universe-admit.ts. SIC 6770 (Blank Checks); 424B 0001213900-23-049260 priced 2023-06-15; common ticker ESHA off 8-K 0001213900-25-087827 (2025-09-16); lifecycle EXITED. Ending PROVEN, not inferred: CLOSED per 425 0001213900-25-089594 (2025-09-19) — be performed or complied with on or prior the Closing Date; (iv) absence of any Company Group Material Adverse Effect since the date of the Business Combination Agreement which continuing; (v) the Reorganization has been completed; (vi) all convertible securities of TOFF shall have been converted to ordinary shares of TOFF; and (vii) each Employment Agreement shall be in full force and effect as o. ipoSizeM and deadline left NULL: gross-proceeds prose conflates the over-allotment with the offering, and a charter deadline belonging to a vehicle that has ended is a date nobody can act on. ipoDate is the 424B pricing date.
AI-extracted target (z-ai/glm-5.2, conf 0.98)
target recovered for a completed de-SPAC; no agreement-naming filing on file, so announcedAt is NULL rather than guessed
entity created from the filed target name; no About paragraph on file, so every other field awaits a sourced read