Core Viewpoint - The proposed business combination between ESH Acquisition Corp. and The Original Fit Factory, Ltd. aims to create a public company focused on health and wellness digital platforms, connected devices, and premium fitness studios, with an implied pro-forma equity value of $500 million for The Original Fit Factory [1][3][5]. Transaction Overview - The business combination agreement will result in The Original Fit Factory becoming a wholly-owned subsidiary of TOFF Holdings, which will be renamed "The Original Fit Factory, Inc." [5][6]. - Upon closing, former security holders of The Original Fit Factory will receive newly issued shares of common stock in TOFF Holdings, valued based on the $500 million equity valuation [3][5]. - The transaction is expected to provide necessary financing for The Original Fit Factory's global growth strategy [3]. Company Vision and Strategy - The Original Fit Factory aims to disrupt the online fitness and wearables market globally, leveraging its innovative platform and strategic partnerships, such as with Reebok Fitness [4][10]. - The company has demonstrated strong growth over the past three years, establishing a thriving ecosystem of products and services in technology, fitness, and wellbeing [10]. Approval and Timeline - The boards of directors of both ESH and The Original Fit Factory have unanimously approved the transaction, which is subject to ESH's stockholder approval and other customary closing conditions [6]. - The transaction is anticipated to close by the end of the first quarter of 2026 [6].