Item 8.01. Other Events

On February 23, 2023, ESM Acquisition Corporation (the "Company" or "we") issued a press release announcing that it will redeem all of its outstanding ordinary shares that were included in the units issued in its initial public offering (the "public shares"), effective as of the close of business on March 10, 2023, as the Company will not consummate an initial business combination on or prior to March 12, 2023. We have attached hereto as Exhibit 99.1 a copy of the press release.

Forward-Looking Statements

Certain information contained in this press release may be deemed to constitute forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements relate to expectations or forecasts for future events, including, without limitation, the redemption of the Company's public shares and the Company's subsequent dissolution and liquidation and its delisting from the New York Stock Exchange and its termination of registration with the Commission. These statements may be preceded by, followed by or include the words "may," "might," "will," "will likely result," "should," "estimate," "plan," "project," "forecast," "intend," "expect," "anticipate," "believe," "seek," "continue," "target" or similar expressions. Such statements are subject to certain risks and uncertainties that could cause our actual results in the future to differ materially from the Company's historical results and those presently anticipated or projected. The Company wishes to caution investors not to place undue reliance on any such forward-looking statements. Any forward-looking statements speak only as of the date on which such statements are made, and the Company undertakes no obligation to update such statements to reflect events or circumstances arising after such date. The Company assumes no obligation to update forward-looking statements except to the extent required by applicable securities laws. If the Company does update one or more forward-looking statements, no inference should be drawn that the Company will make additional updates with respect to those or other forward-looking statements.

Item 9.01. Financial Statements and Exhibits.




(d) Exhibits

Exhibit
  No.        Description

99.1           Press Release dated February 23, 2023.

104          Cover Page Interactive Data File (embedded within the Inline XBRL
             document).

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