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SEC File Number |
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001-40176 |
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CUSIP
Number |
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G3195H 104 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
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| (Check
One): |
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☐ Form 10-K ☐ Form 20-F
☐ Form 11-K
☒ Form 10-Q
☐ Form 10-D ☐ Form N-CEN
☐ Form N-CSR
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For Period Ended: March 31, 2022 |
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☐ Transition Report on Form 10-K |
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☐ Transition Report on Form 20-F |
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☐ Transition Report on Form 11-K |
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☐ Transition Report on Form 10-Q |
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For the Transition Period Ended: |
Nothing in this form shall be construed to imply
that the Commission has verified any information contained
herein.
If the notification relates to a portion of the filing checked
above, identify the Item(s) to which the notification relates:
Part I — Registrant Information
ESM Acquisition Corporation
Full Name of Registrant:
Not applicable
Former Name if Applicable:
2229 San Felipe, Suite 1300
Address of Principle Executive Office (Street and
Number):
Houston, TX 77019
City, State and Zip Code:
Part II — Rules 12b-25(b) and
(c)
If the subject report could not be filed without unreasonable
effort or expense and the registrant seeks relief pursuant to
Rule 12b-25(b), the following
should be completed. (Check box if appropriate)
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☒ |
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(a) |
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The reason described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
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(b) |
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The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, Form 11-K, Form N-CEN or
Form N-CSR, or
portion thereof, will be filed on or before the fifteenth calendar
day following the prescribed due date; or the subject quarterly
report or transition report on Form 10-Q or subject
distribution report on Form 10-D, or portion
thereof, will be filed on or before the fifth calendar day
following the prescribed due date; and
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(c) |
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The accountant’s statement or other exhibit
required by Rule 12b-25(c) has been
attached if applicable. |
Part III — Narrative
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or
the transition report or portion thereof, could not be filed within
the prescribed time period.
ESM Acquisition Corporation (the “Company”) has determined that it
is unable to file its quarterly report on Form 10-Q for the quarter
ended March 31, 2022 (the “Quarterly Report”) within the
prescribed time period without unreasonable effort or expense as
the Company needs additional time to complete its financial
statements and related audit included in the Quarterly Report.
In accordance with Rule 12b-25 of the Securities
Exchange Act of 1934, as amended, the Company anticipates that it
will file the Quarterly Report as soon as practicable and no later
than the fifth calendar day following the prescribed due date.
Part IV — Other Information
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| (1) |
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Name and telephone number of person to contact in regard to this
notification
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Sir Michael Davis |
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(713) |
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579-5000 |
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(Name) |
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(Area Code) |
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(Telephone Number) |
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| (2) |
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Have all other periodic reports required under Section 13 or
15(d) of the Securities Exchange Act of 1934 or Section 30 of
the Investment Company Act of 1940 during the preceding 12 months
or for such shorter period that the registrant was required to file
such report(s) been filed? If answer is no, identify
report(s). ☒ Yes ☐ No
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Is it anticipated that any
significant change in results of operations from the corresponding
period for the last fiscal year will be reflected by the earnings
statements to be included in the subject report or portion thereof?
☐ Yes ☒ No |
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If so, attach an explanation of the
anticipated change, both narratively and quantitatively, and, if
appropriate, state the reasons why a reasonable estimate of the
results cannot be made. |
SIGNATURE
ESM Acquisition Corporation has caused this notification to be
signed on its behalf by the undersigned hereunto duly
authorized.
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ESM Acquisition Corporation |
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By: |
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/s/ Sir Michael Davis
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Sir Michael Davis |
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Chief Executive Officer |
| Date: May 17, 2022 |
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