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ESH Acquisition Corp. Enters Business Combination Agreement with The Original Fit Factory
ESHA
M&A
- ESH Acquisition Corp. entered into a Business Combination Agreement with The Original Fit Factory, Ltd. (TOFF), The Original Fit Factory Holdings Inc. (PubCo), and The Original Fit Factory Acquisition Inc. (Merger Sub) on September 15, 2025.
- The transaction involves Merger Sub merging into ESH Acquisition Corp., which will survive as a wholly-owned subsidiary of PubCo, and PubCo will acquire all Company Securities in exchange for PubCo Common Stock.
- ESH Acquisition Corp. will provide a $2,499,999.96 SPAC Signing Investment to cover its transaction expenses, and TOFF is committed to raising at least $20,000,000 in equity financings.
- Founder Shares will be subject to a lock-up period, prohibiting transfer until the earlier of six months after the business combination's completion or a liquidation/merger event.
- The Company is required to deliver audited financial statements for December 31, 2023, and December 31, 2024, and unaudited financial statements for the six months ended June 30, 2025, within 30 days of the agreement date.
Sep 19, 2025, 8:45 PM
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