James Francis - Jun 13, 2023 Form 3 Insider Report for ESH Acquisition Corp. (ESHA)

Role: Chief Executive Officer, Director, 10%+ Owner
Signature: /s/ James Francis
Stock symbol: ESHA
Transactions as of: Jun 13, 2023
Transactions value $: $0
Form type: 3
Date filed: 6/21/2023, 09:41 PM
Next filing: Jun 21, 2023

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	ESHA	Class B common stock							Jun 13, 2023	Class A common stock	2.88M		Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	As described in the issuer's registration statement on Form S-1 (File No. 333-265226) under the heading "Description of Securities - Founder Shares," shares of Class B common stock of the issuer, par value $0.0001 per share ("Class B Shares"), will automatically convert into shares of Class A common stock of the issuer, par value $0.0001 per share ("Class A Shares"), at the time of the issuer's initial business combination or earlier at the option of the holder thereof, on a one-for-one basis, subject to certain adjustments, and have no expiration date. Includes 375,000 Class B Shares that are subject to forfeiture if the underwriter of the issuer's initial public offering does not exercise in full its option to purchase additional units.
F2	James Francis is the manager (the "Manager") of ESH Sponsor LLC (the "Sponsor") and, in such capacity, has voting and dispositive power with respect to the shares of common stock held of record by the Sponsor and, as such, may be deemed to have shared beneficial ownership of such shares with the Sponsor. The Manager disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest it may have therein, directly or indirectly.

Content

As described in the issuer's registration statement on Form S-1 (File No. 333-265226) under the heading "Description of Securities - Founder Shares," shares of Class B common stock of the issuer, par value $0.0001 per share ("Class B Shares"), will automatically convert into shares of Class A common stock of the issuer, par value $0.0001 per share ("Class A Shares"), at the time of the issuer's initial business combination or earlier at the option of the holder thereof, on a one-for-one basis, subject to certain adjustments, and have no expiration date. Includes 375,000 Class B Shares that are subject to forfeiture if the underwriter of the issuer's initial public offering does not exercise in full its option to purchase additional units.

James Francis is the manager (the "Manager") of ESH Sponsor LLC (the "Sponsor") and, in such capacity, has voting and dispositive power with respect to the shares of common stock held of record by the Sponsor and, as such, may be deemed to have shared beneficial ownership of such shares with the Sponsor. The Manager disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest it may have therein, directly or indirectly.

Remarks:

See Exhibit 99.1 Power of Attorney for James Francis.