ESH Acquisition Corp. Faces Nasdaq Deficiency, Plans April 30 Share Redemption and Dissolution
ESH Acquisition Corp. received a Nasdaq notice for failing to file its 2025 Form 10-K and has 60 days to submit a plan to regain compliance by October 14, 2026. The SPAC will cease operations April 30, redeem public shares at trust-account value, let warrants expire worthless, and proceed to delist.
1. Nasdaq Deficiency Notice
ESH Acquisition Corp. received a notice from Nasdaq’s Listing Qualifications Department for failing to timely file its Annual Report on Form 10-K for the year ended December 31, 2025 under Listing Rule 5250(c)(1). The Company has 60 calendar days to submit a compliance plan and, if accepted, may have until October 14, 2026 to regain compliance.
2. Cessation of Operations and Public Share Redemption
The Company will cease operations on April 30, 2026 (the Record Date) and, within ten business days thereafter, will redeem all outstanding public shares included in its IPO units. Redemption will be paid in cash at a per-share price equal to the trust account balance divided by the number of public shares; warrants and rights will expire worthless and public shares will cease trading on the Record Date.
3. Delisting, Deregistration and Liquidation
Following redemption, the Company expects to file a Form 25 to delist its securities and a Form 15 to terminate registration under the Securities Exchange Act of 1934. After satisfying creditor claims under Delaware law, the Board and remaining shareholders will approve the dissolution and liquidation of the Company.