SPAC ESH Acquisition to combine with The Original Fit Factory in $500M deal

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SPAC ESH Acquisition (ESH [https://seekingalpha.com/symbol/ESH]) and The Original Fit Factory, Ltd., a health and wellness company, have announced a definitive merger agreement [https://seekingalpha.com/pr/20232814-esh-acquisition-corp-and-the-original-fit-factory-ltd-announce-the-execution-of-a-business]. The proposed business combination values The Original Fit Factory at a pro-forma equity valuation of $500 million.

The merger agreement outlines two main steps. First, the shareholders of The Original Fit Factory will trade their shares for new shares in a new company called TOFF Holdings. This makes The Original Fit Factory a fully-owned subsidiary of TOFF Holdings. Second, ESH Acquisition Corp. will merge into a subsidiary of TOFF Holdings, and its shareholders will also receive shares in TOFF Holdings. After the deal is complete, TOFF Holdings will be renamed "The Original Fit Factory, Inc.

When the deal closes, existing security holders of the company will receive new shares of common stock in The Original Fit Factory Holdings Inc., the new combined entity.

The newly formed company will be renamed "The Original Fit Factory, Inc." and its shares are expected to be listed on the Nasdaq Stock Market.

This transaction is designed to provide The Original Fit Factory with the capital needed to fund its global expansion plans.

The closing of the proposed transaction is expected by the end of the first quarter of 2026.

MORE ON ESH ACQUISITION CORP.:

* Financial information for ESH Acquisition Corp. [https://seekingalpha.com/symbol/ESHA/income-statement]