ESH Acquisition (ESHA) Form 3 ESH Acquisition / JAMES L FRANCIS ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

FRANCIS JAMES L

(Last) (First) (Middle)

C/O ESH ACQUISITION CORP.

228 PARK AVENUE S., SUITE 89898

(Street)

NEW YORK, NY 10003

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/13/2023

3. Issuer Name and Ticker or Trading Symbol
ESH Acquisition Corp. [ ESHAU ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
Chief Executive Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B common stock	(1)	(1)	Class A common stock	2,875,000	(1)	D(2)

Explanation of Responses:

1. 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.

2. 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.

	/s/ James Francis	06/13/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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