ESH Acquisition Corp. enters $500M business combination with The Original Fit Factory

ESH Acquisition Corp.

Total consideration of $500M payable in PubCo common stock at $10.00 per share.
TOFF must achieve FY 2025 EBITDA of at least $9.1M and raise $20M in equity financing.
Sponsor founder shares subject to cancellation (40%) if performance conditions met; potential earn-out at $12.50 VWAP.
Post-closing board: 7 directors, 4 from TOFF and 3 from ESH.
Closing targeted by April 30, 2026; subject to stockholder approval and regulatory clearances.

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