ESH Acquisition Corp-A 2024年度报告

WASHINGTON, D.C. 20549 FORM10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number:001-41718 ESH ACQUISITION CORP.(Exact name of registrant as specified in its charter) Registrant’s telephone number, including area code:212-287-5022 Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.0405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Emerging growth company☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of theeffectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by theregistered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☒No☐ As of December 31, 2024, there were3,892,381shares of Class A common stock, $0.0001 par value and10,000shares of Class Bcommon stock, $0.0001 par value, issued and outstanding. Documents Incorporated by Reference The information contained in the registrant’s prospectus dated June 13, 2023, as filed with the Securities and ExchangeCommission on June 15, 2023, pursuant to Rule 424(b)(4) (SEC File No.333-265226) is incorporated into certain portions of Part I, asdisclosed herein. Table of Contents PART I1ITEM 1.BUSINESS1ITEM 1A.RISK FACTORS9ITEM 1B.UNRESOLVED STAFF COMMENTS39ITEM 2.PROPERTY39ITEM 3.LEGAL PROCEEDINGS39ITEM 4.MINE SAFETY DISCLOSURES39PART II40ITEM 5.MARKET FOR COMMON EQUITY AND RELATED SHAREHOLDER MATTERS AND ISSUERPURCHASES OF EQUITY SECURITIES40ITEM 6.[RESERVED]41ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS41ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK43ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA43ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING ANDFINANCIAL DISCLOSURE44ITEM 9A.CONTROL AND PROCEDURES44ITEM 9B.OTHER INFORMATION44ITEM 9C.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS44PART III45ITEM 10.DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT45ITEM 11.EXECUTIVE COMPENSATION49ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT ANDRELATED SHAREHOLDER MATTERS50ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE50ITEM 14.PRINCIPAL ACCOUNTING FEES AND SERVICES50ITEM 15.EXHIBITS, FINANCIAL STATEMENTS, AND SCHEDULES51ITEM 16.FORM 10-K SUMMARY52i PART I ITEM 1. BUSINESS In this Annual Report on Form 10-K (the “Form 10-K”), references to the “Company” and to “we,” “us,” and “our” refer to ESHAcquisition 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 st