0001213900-23-050696.txt : 20230621 0001213900-23-050696.hdr.sgml : 20230621 20230621214106 ACCESSION NUMBER: 0001213900-23-050696 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20230613 FILED AS OF DATE: 20230621 DATE AS OF CHANGE: 20230621 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FRANCIS JAMES L CENTRAL INDEX KEY: 0001272015 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41718 FILM NUMBER: 231031395 MAIL ADDRESS: STREET 1: 1997 ANNAPOLIS EXCHANGE PARKWAY STREET 2: SUITE 410 CITY: ANNAPOLIS STATE: MD ZIP: 21401 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ESH Acquisition Corp. CENTRAL INDEX KEY: 0001918661 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 874000684 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 228 PARK AVE S STREET 2: SUITE 89898 CITY: NEW YORK STATE: NY ZIP: 10003 BUSINESS PHONE: 2129918332 MAIL ADDRESS: STREET 1: 228 PARK AVE S STREET 2: SUITE 89898 CITY: NEW YORK STATE: NY ZIP: 10003 3 1 ownership.xml X0206 3 2023-06-13 0 0001918661 ESH Acquisition Corp. ESHAU 0001272015 FRANCIS JAMES L C/O ESH ACQUISITION CORP. 228 PARK AVENUE S., SUITE 89898 NEW YORK, NY 10003 1 1 1 0 Chief Executive Officer Class B common stock Class A common stock 2875000 D 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. See Exhibit 99.1 Power of Attorney for James Francis. /s/ James Francis 2023-06-13 EX-99.1 2 ea180335ex99-1_eshacq.htm POWER OF ATTORNEY FOR JAMES FRANCIS

Exhibit 99.1

 

LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS

 

Know all by these presents, that the undersigned hereby constitutes and appoints Willkie Farr & Gallagher LLP the undersigned's true and lawful attorney-in-fact to:

 

1.execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and director of ESH Acquisition Corp. (the "Company"), Forms 3, 4 and 5 (and any amendments thereto) in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules thereunder;

 

2.do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5, complete and execute any amendments thereto, and timely file such form with the U.S. Securities and Exchange Commission (the "SEC") and any securities exchange or similar authority, including without limitation the filing of a Form ID or any other documents necessary or appropriate to enable the undersigned to file the Forms 3, 4 and 5 electronically with the SEC;

 

3.seek or obtain, as the undersigned's representative and on the undersigned's behalf, information on transactions in the Company's securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to the undersigned's attorney-in-fact appointed by this Limited Power of Attorney and approves and ratifies any such release of information; and

 

4.take any other action in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by or for, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney shall be in such form and shall contain such information and disclosure as such attorney-in-fact may approve in such attorney-in-fact's discretion.

 

The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever required, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this Limited Power of Attorney and the rights and powers herein granted.

 

The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request and on the behalf of the undersigned, is not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with, or any liability for the failure to comply with, any provision of Section 16 of the Exchange Act.

 

This Limited Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 or 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to each of the foregoing attorney-in-fact.

 

IN WITNESS WHEREOF, the undersigned has executed this Limited Power of Attorney as of this 13th day of June, 2023.

 
  Signed and acknowledged:
   
  /s/ James Francis
  Signature
   
  James Francis
  Printed Name