ESH Acquisition Corp-A 2024年度报告

WASHINGTON, D.C. 20549 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of theSecurities Act. YesNo Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) ofthe Act. YesNo Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that theregistrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.YesNo Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File requiredto be submitted pursuant to Rule 405 of Regulation S-T (§232.0405 of this chapter) during the preceding 12 months(or for such shorter period that the registrant 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-acceleratedfiler, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,”“accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the ExchangeAct. Large accelerated filerAccelerated filerNon-accelerated filerSmaller reporting company Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extendedtransition period for complying with any new or revised financial accounting standards provided pursuant to Section13(a) of the Exchange Act. Indicate by check mark whether the registrant has filed a report on and attestation to its management’sassessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered 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 financialstatements of the registrant included in the filing reflect the correction of an error to previously issued financialstatements. Indicate by check mark whether any of those error corrections are restatements that required a recovery analysisof incentive-based compensation received by any of the registrant’s executive officers during the relevant recoveryperiod 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 ExchangeAct). YesNo As of December 31, 2024, there were 3,892,381 shares of Class A common stock, $0.0001 par value and 10,000shares of Class B common 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 andExchange Commission on June 15, 2023, pursuant to Rule 424(b)(4) (SEC File No. 333-265226) is incorporatedinto certain portions of Part I, as disclosed herein. Table of Contents ITEM 2.PROPERTY39ITEM 3.LEGAL PROCEEDINGS39ITEM 4.MINE SAFETY DISCLOSURES39PART II40ITEM 5.MARKET FOR COMMON EQUITY AND RELATED SHAREHOLDER MATTERSAND ISSUER PURCHASES OF EQUITY SECURITIES40ITEM 6.[RESERVED]41ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION ANDRESULTS OF OPERATIONS41ITEM7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK43ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA43ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTINGAND FINANCIAL DISCLOSURE44ITEM9A.CONTROL AND PROCEDURES44ITEM9B.OTHER INFORMATION44ITEM9C.DISCLOSUREREGARDINGFOREIGNJURISDICTIONSTHATPREVENTINSPECTIONS44PART III45ITEM10.DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT45ITEM11.EXECUTIVE COMPENSATION49ITEM12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS ANDMANAGEMENT AND RELATED SHAREHOLDER MATTERS50ITEM13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTORINDEPENDENCE50ITEM14.PRINCIPAL ACCOUNTING FEES AND SERVICES50ITEM15.EXHIBITS, FINANCIAL STATEMENTS, AND SCHEDULES51 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 ESH Acquisition Corp. ESH Acquisition Corp. (the “Company”) is a blank check company that was incorporated as a Delaware corporationon 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 orentities 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”), theproceeds of the sale of our shares in connec