ESH Acquisition Corp. and The Original Fit Factory, Ltd. Announce Business Combination

ESH Acquisition Corp. (ESH) and The Original Fit Factory, Ltd. (TOFF) have entered into a definitive Business Combination Agreement. The transaction values TOFF at an implied pro-forma equity value of $500 million. Upon closing, the combined company, TOFF Holdings Inc., will become a publicly traded entity on the Nasdaq. The transaction involves a share exchange where TOFF shareholders will receive shares of TOFF Holdings, and ESH will merge into a subsidiary of TOFF Holdings. The deal is expected to close by the end of the first quarter of 2026, subject to customary closing conditions and approval by ESH stockholders. The transaction aims to provide TOFF with the necessary financing to expand its global footprint in the health and wellness sector.