ESHAU Esh Acquisition Corp. - 8-K

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing.

On
April 17, 2026, ESH Acquisition Corp. (the "Company") received a notice (the “Deficiency Notice”) from the Listing
Qualifications Department of The Nasdaq Stock Market LLC ("Nasdaq") stating that the Company has not yet filed its Annual Report
on Form 10-K for the fiscal year ended December 31, 2025 (the "Form 10-K"), and therefore no longer complies with Nasdaq Listing
Rule 5250(c)(1), which requires listed companies to timely file all required periodic financial reports with the Securities and Exchange
Commission. The Deficiency Notice stated that the Company has 60 calendar days to submit a plan to regain compliance and, if Nasdaq accepts
the plan, Nasdaq may grant the Company an exception of up to 180 calendar days from the due date of the Form 10-K, or until October 14,
2026, to regain compliance.

The
notice has no effect at this time on the listing of the Company's securities, which will continue to trade uninterrupted on the Nasdaq
Capital Market under the symbol "ESHA" until the Record Date (as defined below).

Item 8.01. Other Events.

On April 23, 2026, the Company
issued a press release announcing its receipt of the Deficiency Notice, and further announced that its Board of Directors has, pursuant
to the Company’s Amended and Restated Certificate of Incorporation (the “Charter”), decided to cease its operations
as of April 30, 2026 (the “Record Date”), and as promptly as reasonably possible but not more than ten business days thereafter,
will redeem all of its outstanding shares of common stock that were included in the units issued in its initial public offering (the “public
shares”), effective as of the close of business on the Record Date, as the Company will not consummate an initial business combination
on or prior to June 13, 2026. The holders of public shares as of the Record Date will receive pro rata shares of the funds held in the
Company’s Trust Account as of the Record Date. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated
by reference herein.

Cautionary Note Regarding Forward-Looking
Statements

This
Current Report on Form 8-K contains certain forward-looking statements within the meaning of the federal securities laws. These forward-looking
statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,”
“estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,”
“may,” “should,” “will,” “would,” “will be,” “will continue,”
“will likely result,” and similar expressions. Forward-looking statements are predictions, projections and other statements
about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties.

The
Company cautions that the foregoing list of factors is not exclusive and that other factors may also adversely affect the Company’s
business, financial condition, and results of operations. The Company cautions readers not to place undue reliance upon any forward-looking
statements, which speak only as of the date made. For information identifying important factors that could cause actual results to differ
materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s most
recent Annual Report on Form 10-K filed with the SEC. The Company’s securities filings can be accessed on the EDGAR section of the
SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or
obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

Item 9.01. Financial Statements and Exhibits.

(d)

Exhibits

Exhibit No.

Description

99.1

Press Release, dated April 23, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

- 1 -