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• Business Combination: The primary activity is to identify, acquire, and merge with one or more private businesses to take them public.

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ESH Acquisition (symbol: ESHA) is a blank check company, also known as a Special Purpose Acquisition Company (SPAC).

As described in the background information, ESHA was formed for the purpose of effecting a business combination (such as a merger or acquisition) with one or more businesses. To date, its efforts have been limited to organizational activities and activities related to its offering. The company has not yet identified any potential business combination target and has not initiated any substantive discussions with a target.

Given its current status, ESH Acquisition does not have any major customers because it is not an operating company selling goods or services. It is a shell company formed to acquire an existing business.

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James Francis, Chief Executive Officer

Mr. Francis is the founder and former President, CEO, and Trustee of Chesapeake Lodging Trust, a lodging REIT which he sold to Park Hotels and Resorts in 2019 for $2.7 billion. He also founded and served as President, CEO, and Trustee of Highland Hospitality Corporation, a lodging REIT, through its sale in 2007. His previous executive roles include COO and CFO of Crestline Capital Corporation and its successor, Barceló Crestline Corporation, which resulted from an acquisition by Barceló Group. He also spent over 10 years at Marriott International in finance, corporate strategy, and brand management.

Jonathan Morris, Chief Financial Officer

Mr. Morris has over 23 years of experience as a finance executive, including prior SPAC experience as CFO of Twelve Seas Investment Company II and Chief Development Officer of TLG Acquisition One Corp. He led principal investments and structuring at a large private family office and served as an investment executive at Blackstone Group, Inc., from 2012 to 2016. He was also formerly with Credit Suisse TMT Investment Banking Group and the private equity division of Lombard, Odier et Cie.

Al Weiss, Chairman

Mr. Weiss is a General Partner & Chairman of Global Blockchain Ventures. He previously served as the Head of Walt Disney World and President of Worldwide Operations for all of Disney Parks and Resorts, retiring after 39 years, during which he launched Disney Cruise Line and opened Animal Kingdom. He was a Partner at Apollo, where he was involved in the acquisitions of Chuck E. Cheese and Great Wolf Resorts, demonstrating a pattern of managing companies backed by private equity firms. He also has experience working as part of a SPAC management team (Nasdaq: ISLE).

Christina Francis, Director

Ms. Francis is the President of Magic Johnson Enterprises, where she is responsible for managing day-to-day operations, including strategy, business development, and overseeing its properties and partnerships. Her past roles include VP of marketing & events for NFL Players Inc. and Chief Marketing Officer for the Orange Bowl Committee. She has also held strategic marketing positions with Fortune 500 companies such as Burger King, Walt Disney World, Nissan Motor Company, and IBM.

Christopher Ackerley, Director

Mr. Ackerley is the Co-founder and Managing Director of AckerleyPartners, LLC, a private investment firm. He has been involved in several notable portfolio exits where companies were sold to acquirers, including College Sports Television to CBS, Withoutabox to IMDb (an Amazon company), ScreenLife, LLC to Paramount, and Sparq.it to Yahoo. He previously served as President of The AckerleyGroup, Inc., a national media and entertainment company, which he merged with Clear Channel Communications in 2002. Additionally, he led the sale of the Seattle SuperSonics in 2001. He is also a minority owner and serves on the Executive Committee for the Seattle Kraken of the NHL.

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The key risk to ESH Acquisition (ESHA) is its:

1. Inability to complete an initial business combination. As a blank check company, ESH Acquisition's sole purpose is to acquire one or more businesses within a specified timeframe, typically around two years from its initial public offering. If the company fails to identify and consummate a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination by its deadline, it will be forced to liquidate and return the funds held in trust to its public shareholders. This constitutes an existential risk, as the company has no operating business of its own. The company's management itself has expressed substantial doubt about its ability to continue as a going concern if a business combination is not completed by its deadline.

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Over the next 2-3 years, the future revenue growth of ESH Acquisition (ESHA), which is merging with The Original Fit Factory, Ltd. (TOFF) to become The Original Fit Factory, Inc., is expected to be driven by several factors within the health and wellness industry. The business combination agreement was entered into in September 2025 and is anticipated to close by the end of the first quarter of 2026.

The primary drivers of future revenue growth for the combined entity include:

• Expansion of its health and wellness digital platforms and services: As The Original Fit Factory offers an ecosystem of health and wellness digital platforms, growth in the user base and adoption of these digital services, including fitness classes, will be a significant revenue driver.
• Increased sales of connected devices and wearable fitness trackers: Revenue is expected to grow through the sales of The Original Fit Factory's connected health and wellness devices, such as wearable fitness trackers.
• Growth of premium fitness studios: The expansion and increased utilization of premium fitness studios, a component of The Original Fit Factory's offerings, will contribute to revenue growth.
• Introduction of new health and wellness products and services: The development and launch of additional products and services within the health and wellness sector could open new revenue streams for the combined company.

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Share Repurchases

• In December 2025, holders of 526,731 shares of Class A common stock exercised their right to redeem their shares for cash in connection with the approval of an extension for the business combination deadline.

Share Issuance

• ESH Acquisition completed its Initial Public Offering (IPO) on June 16, 2023, issuing 10,000,000 units at a price of $10.00 per unit.
• The IPO raised $100 million for the company.
• Each unit in the IPO consisted of one share of Class A common stock and one right, with each right entitling the holder to receive one-tenth of one share of Class A common stock upon the consummation of an initial business combination.

Inbound Investments

• The company's primary inbound investment was the $100 million raised from its Initial Public Offering in June 2023.

Outbound Investments

• ESH Acquisition has not yet completed any outbound investments as it is a blank check company formed for the purpose of effecting a business combination.
• In September 2025, ESH Acquisition entered into a definitive business combination agreement with The Original Fit Factory, Ltd., an anticipated transaction which would result in The Original Fit Factory shareholders receiving newly issued shares of common stock of the combined entity.

Capital Expenditures

• As a blank check company with no significant operations, ESH Acquisition has not reported any capital expenditures.