ESM.U / ESM Acquisition Corporation Units, each consisting of one Class A ordinary share and one-third of on - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

FORM 15-12G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-40176 ESM ACQUISITION CORPORATION (Exact name of registrant

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on March 21, 2023, pursuant to the provisions of Rule 12d2-2 (a).

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 23, 2023 ESM Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-40176 98-1576763 (State or other jurisdiction of incorporation)

ESM Acquisition Corporation Announces Redemption of Public Shares and Subsequent Dissolution

EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE ESM Acquisition Corporation Announces Redemption of Public Shares and Subsequent Dissolution HOUSTON, TX, February 23, 2023 — ESM Acquisition Corporation (NYSE: ESM) (the “Company”) today announces 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”), effecti

ESM / ESM Acquisition Corporation / GLAZER CAPITAL, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 ESM Acquisition Corporation (Name of Issuer) Class A Ordinary Share, $0.0001 par value per share (Title of Class of Securities) G3195H104 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rul

ESM / ESM Acquisition Corporation / Sculptor Capital LP - SC 13G/A Passive Investment

SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* ESM ACQUISITION CORPORATION (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G3195H104 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropr

ESM / ESM Acquisition Corporation / INTEGRATED CORE STRATEGIES (US) LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (AMENDMENT NO. 2) ESM ACQUISITION CORPORATION (Name of Issuer) CLASS A ORDINARY SHARES, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) G3195H104 (CUSIP Number) DECEMBER 31, 2022 (Date of event which requires filing of this statement) Check the appropriate box t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 or ☐ TRANSITION R

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40176 ESM Acqui

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 12, 2022 (September 7, 2022) ESM Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-40176 98-1576763 (State or other jurisdict

Promissory Note executed by the Registrant in favor of ESM Sponsor, LP

Exhibit 10.1 THIS PROMISSORY NOTE (?NOTE?) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 or ☐ TRANSITION REPORT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 or ☐ TRANSITION REPOR

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2022 ☐ Tran

NT 10-Q 1 d294297dnt10q.htm NT 10-Q SEC File Number 001-40176 CUSIP Number G3195H 104 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Tr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 or ☐ TRANSITION REPORT PUR

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-401

Description of Securities.

Exhibit 4.5 DESCRIPTION OF SECURITIES OF ESM ACQUISITION CORPORATION REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of December 31, 2021, ESM Acquisition Corporation (the ?Company,? ?we,? ?us? and ?our?) had three classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the ?Act?): Units, consisting of one Class A ordinary s

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2021 ☐ T

SEC File Number 001-40176 CUSIP Number G3195H 104 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

ESM / ESM Acquisition Corporation / Sculptor Capital LP - SC 13G/A Passive Investment

SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.1)* ESM ACQUISITION CORPORATION (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G3195H104 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropri

ESM.U / ESM Acquisition Corporation Units, each consisting of one Class A ordinary share and one-third of on / ESM Sponsor, LP - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* ESM Acquisition Corporation (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G3195H120 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box t

JOINT FILING AGREEMENT

Exhibit 1 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13G, dated February 9, 2022, with respect to the Class A ordinary shares of ESM Acquisition Corporation is filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.

ESM / ESM Acquisition Corporation / INTEGRATED CORE STRATEGIES (US) LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (AMENDMENT NO. 1) ESM ACQUISITION CORPORATION (Name of Issuer) CLASS A ORDINARY SHARES, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) G3195H104 (CUSIP Number) DECEMBER 31, 2021 (Date of event which requires filing of this statement) Check the appropriate box t

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 18, 2021 (November 15, 2021) ESM Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-40176 98-1576763 (State or other jurisdicti

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ☐ TRANSITION REPORT PURSU

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to ESM Acquisition Corporation (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: September 30, 2021 ☐

SEC File Number 001-40176 CUSIP Number G3195H 104 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ☐ TRANSITION REPORT PURSUANT T

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to ESM Acquisition Corporation (Exact na

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 24, 2021 (June 23, 2021) ESM Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-40176 98-1576763 (State or other jurisdiction of in

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

10-Q 1 d188989d10q.htm FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to ESM

ESM Acquisition Corporation Receives Notification from NYSE Regarding Delayed Filing of Q1 Form 10-Q

Exhibit 99.1 FOR IMMEDIATE RELEASE ESM Acquisition Corporation Receives Notification from NYSE Regarding Delayed Filing of Q1 Form 10-Q HOUSTON, TX, June 1, 2021 ? ESM Acquisition Corporation (NYSE: ESM) (the ?Company?) received on May 25, 2021 a notice (the ?Notice?) from The New York Stock Exchange (the ?NYSE?) indicating that, as a result of not having timely filed its quarterly report on Form

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 1, 2021 (May 25, 2021) ESM Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-40176 98-1576763 (State or other jurisdiction of inco

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC File Number 001-40176 NOTIFICATION OF LATE FILING CUSIP Number G3195H 104 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC File Number 001-40176 NOTIFICATION OF LATE FILING CUSIP Number G3195H 104 (Check One): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-CEN ? Form N-CSR For Period Ended: March 31, 2021 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Trans

ESM Acquisition Corporation Announces the Separate Trading of its Class A Ordinary Shares and Redeemable Warrants Commencing April 30, 2021

Exhibit 99.1 FOR IMMEDIATE RELEASE ESM Acquisition Corporation Announces the Separate Trading of its Class A Ordinary Shares and Redeemable Warrants Commencing April 30, 2021 HOUSTON, TX, April 30, 2021 ? ESM Acquisition Corporation (the ?Company?) announced today that, commencing April 30, 2021, holders of the units sold in the Company?s initial public offering of 30,694,067 units may elect to se

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 30, 2021 ESM Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-40176 98-1576763 (State or other jurisdiction of incorporation) (C

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 26, 2021 ESM Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-40176 98-1576763 (State or other jurisdiction of incorporation) (C

ESM ACQUISITION CORPORATION Report of Independent Registered Public Accounting Firm F-2 Balance Sheet F-3 Notes to Financial Statement F-4

Exhibit 99.1 ESM ACQUISITION CORPORATION Report of Independent Registered Public Accounting Firm F-2 Balance Sheet F-3 Notes to Financial Statement F-4 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Directors of ESM Acquisition Corporation Opinion on the Financial Statement We have audited the accompanying balance sheet of ESM Acquisition Corporation (the

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 12, 2021 ESM Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-40176 98-1576763 (State or other jurisdiction of incorporation) (C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ___)* (Name of Issuer) ESM ACQUISITION CORPORATION (Name of Issuer) Class A ordinary shares, par value $0.00

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* (Name of Issuer) ESM ACQUISITION CORPORATION (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G3195H120** (CUSIP Number) March 15, 2021 (Date of Event Which Requires Filing of this Statement) Check the a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 ESM ACQUISITION CORPORATION (Name of Issuer) CLASS A ORDINARY SHARES, PAR VALUE $0.0001 PER SHARE (Title of Class of Securi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 ESM ACQUISITION CORPORATION (Name of Issuer) CLASS A ORDINARY SHARES, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) G3195H120** (CUSIP Number) MARCH 10, 2021 (Date of event which requires filing of this statement) Check the appropriate box to designate the rul

Indemnification Agreement, dated March 9, 2021, between the Registrant and Sir Michael Davis (incorporated by reference to Exhibit 10.8 to the Company’s current report on Form 8-K filed with the SEC on March 12, 2021).

Exhibit 10.8 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of March 9, 2021. Between: (1) ESM ACQUISITION CORPORATION, an exempted company incorporated under the laws of the Cayman Islands with registered office at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands (the ?Company?); and (2) Sir Michael Davis (?Indemnitee?). Whereas: (A) Highly competent pe

Indemnification Agreement, dated March 9, 2021, between the Registrant and Brett A. Olsher (incorporated by reference to Exhibit 10.12 to the Company’s current report on Form 8-K filed with the SEC on March 12, 2021).

Exhibit 10.12 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of March 9, 2021. Between: (1) ESM ACQUISITION CORPORATION, an exempted company incorporated under the laws of the Cayman Islands with registered office at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands (the ?Company?); and (2) Brett A. Olsher (?Indemnitee?). Whereas: (A) Highly competent per

Indemnification Agreement, dated March 9, 2021, between the Registrant and Joseph Norville (incorporated by reference to Exhibit 10.13 to the Company’s current report on Form 8-K filed with the SEC on March 12, 2021).

Exhibit 10.13 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of March 9, 2021. Between: (1) ESM ACQUISITION CORPORATION, an exempted company incorporated under the laws of the Cayman Islands with registered office at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands (the ?Company?); and (2) Joseph Norville (?Indemnitee?). Whereas: (A) Highly competent per

Administrative Services Agreement, dated March 9, 2021, between the Company and ESM Sponsor, LP (incorporated by reference to the Exhibit 10.4 to the Company’s current report on Form 8-K filed with the SEC on March 12, 2021).

Exhibit 10.4 ESM Acquisition Corporation 2229 San Felipe, Suite 1300 Houston, TX 77019 March 9, 2021 EMG OpCo, LP 2229 San Felipe, Suite 1300 Houston, TX 77019 Vision Blue Resources, Ltd. 54 Jermyn Street, 7th Floor London, SW1Y 6LX United Kingdom Re: Administrative Services Agreement Ladies and Gentlemen: This Administrative Services Agreement (this ?Agreement?) by and among ESM Acquisition Corpo

Indemnification Agreement, dated March 9, 2021, between the Registrant and John G. Calvert (incorporated by reference to Exhibit 10.7 to the Company’s current report on Form 8-K filed with the SEC on March 12, 2021).

Exhibit 10.7 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of March 9, 2021. Between: (1) ESM ACQUISITION CORPORATION, an exempted company incorporated under the laws of the Cayman Islands with registered office at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands (the ?Company?); and (2) John G. Calvert (?Indemnitee?). Whereas: (A) Highly competent pers

Registration Rights Agreement, dated March 9, 2021, among the Company and certain security holders named therein (incorporated by reference to the Exhibit 10.3 to the Company’s current report on Form 8-K filed with the SEC on March 12, 2021).

Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of March 9, 2021, is made and entered into by and among ESM Acquisition Corporation, a Cayman Islands exempted company (the ?Company?), and ESM Sponsor, LP, a Cayman Islands exempted limited partnership (the ?Sponsor? and any other parties listed on the signature pages hereto, together with t

Indemnification Agreement, dated March 9, 2021, between the Registrant and John Carr (incorporated by reference to Exhibit 10.10 to the Company’s current report on Form 8-K filed with the SEC on March 12, 2021).

Exhibit 10.10 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of March 9, 2021. Between: (1) ESM ACQUISITION CORPORATION, an exempted company incorporated under the laws of the Cayman Islands with registered office at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands (the ?Company?); and (2) John Carr (?Indemnitee?). Whereas: (A) Highly competent persons h

Letter Agreement, dated March 9, 2021, among the Company, its officers and directors and ESM Sponsor, LP (incorporated by reference to the Exhibit 10.1 to the Company’s current report on Form 8-K filed with the SEC on March 12, 2021).

Exhibit 10.1 March 9, 2021 ESM Acquisition Corporation 2229 San Felipe, Suite 1300 Houston, TX 77019 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into or proposed to be entered into by and between ESM Acquisition Corporation, a Cayman Islands exe

Underwriting Agreement, dated March 9, 2021, between the Company and Credit Suisse Securities (USA) LLC.

Exhibit 1.1 $300,000,000 30,000,000 Units ESM Acquisition Corporation UNDERWRITING AGREEMENT March 9, 2021 CREDIT SUISSE SECURITIES (USA) LLC Eleven Madison Avenue New York, N.Y. 10010 Ladies and Gentlemen: ESM Acquisition Corporation, a Cayman Islands exempted company (the ?Company?), proposes to sell to you and, as applicable, to the several underwriters named in Schedule I hereto (collectively,

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 12, 2021 ESM Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-40176 98-1576763 (State or other jurisdiction of incorporation) (C

Investment Management Trust Agreement, dated March 9, 2021, between the Company and Continental Stock Transfer & Trust Company, as trustee.

Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of March 9, 2021, by and between ESM Acquisition Corporation, a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation (the ?Trustee?). WHEREAS, the Company?s registration statement on Form S-1, File N

Indemnification Agreement, dated March 9, 2021, between the Registrant and John T. Raymond (incorporated by reference to Exhibit 10.6 to the Company’s current report on Form 8-K filed with the SEC on March 12, 2021).

Exhibit 10.6 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of March 9, 2021. Between: (1) ESM ACQUISITION CORPORATION, an exempted company incorporated under the laws of the Cayman Islands with registered office at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands (the ?Company?); and (2) John T. Raymond (?Indemnitee?). Whereas: (A) Highly competent pers

Sponsor Warrants Purchase Agreement, dated March 9, 2021, between the Company and the Sponsor.

Exhibit 10.5 SPONSOR WARRANTS PURCHASE AGREEMENT THIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of March 9, 2021 (as it may from time to time be amended, this ?Agreement?), is entered into by and between ESM Acquisition Corporation, a Cayman Islands company (the ?Company?), and ESM Sponsor, LP, a Cayman Islands exempted limited partnership (the ?Purchaser?). WHEREAS: The Company intends to con

Warrant Agreement, dated March 9, 2021, between the Company and Continental Stock Transfer & Trust Company, as warrant agent.

Exhibit 4.1 WARRANT AGREEMENT ESM ACQUISITION CORPORATION and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated March 9, 2021 THIS WARRANT AGREEMENT (this ?Agreement?), dated March 9, 2021, is by and between ESM Acquisition Corporation, a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the ?

ESM Acquisition Corporation Announces Pricing of $300,000,000 Initial Public Offering

Exhibit 99.1 FOR IMMEDIATE RELEASE ESM Acquisition Corporation Announces Pricing of $300,000,000 Initial Public Offering HOUSTON, TX, March 9, 2021 ? ESM Acquisition Corporation (the ?Company?) announced today that it priced its initial public offering of 30,000,000 units at $10.00 per unit. The units will be listed on the New York Stock Exchange (the ?NYSE?) and trade under the ticker symbol ?ESM

Amended and Restated Memorandum and Articles of Association of the Company.

Exhibit 3.1 Registrar of Companies Government Administration Building 133 Elgin Avenue George Town Grand Cayman ESM Acquisition Corporation (ROC #370148) (the ?Company?) TAKE NOTICE that by written resolution of the shareholders of the Company dated 9 March 2021, the following special resolution was passed: Adoption of Amended and Restated Memorandum and Articles of Association It is resolved as a

Indemnification Agreement, dated March 9, 2021, between the Registrant and Jeffrey A. Ball (incorporated by reference to Exhibit 10.9 to the Company’s current report on Form 8-K filed with the SEC on March 12, 2021).

Exhibit 10.9 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of March 9, 2021. Between: (1) ESM ACQUISITION CORPORATION, an exempted company incorporated under the laws of the Cayman Islands with registered office at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands (the ?Company?); and (2) Jeffrey A. Ball (?Indemnitee?). Whereas: (A) Highly competent pers

Indemnification Agreement, dated March 9, 2021, between the Registrant and Michael Gamson (incorporated by reference to Exhibit 10.11 to the Company’s current report on Form 8-K filed with the SEC on March 12, 2021).

Exhibit 10.11 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of March 9, 2021. Between: (1) ESM ACQUISITION CORPORATION, an exempted company incorporated under the laws of the Cayman Islands with registered office at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands (the ?Company?); and (2) Michael Gamson (?Indemnitee?). Whereas: (A) Highly competent pers

$300,000,000 ESM Acquisition Corporation 30,000,000 Units

Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No. 333-253359 PROSPECTUS $300,000,000 ESM Acquisition Corporation 30,000,000 Units ESM Acquisition Corporation is a newly incorporated blank check company, incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or other s

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8-A12B 1 d115539d8a12b.htm 8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 ESM Acquisition Corporation (Exact Name of Registrant as Specified in Its Charter) Cayman Islands 98-1576763 (State or other jurisdiction of incorporation or organ

Form of Indemnity Agreement

Exhibit 10.7 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of March [?], 2021. Between: (1) ESM ACQUISITION CORPORATION, an exempted company incorporated under the laws of the Cayman Islands with registered office at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands (the ?Company?); and (2) [?] (?Indemnitee?). Whereas: (A) Highly competent persons have b

Consent of Joseph Norville

Exhibit 99.2 CONSENT OF JOSEPH NORVILLE In connection with the filing by ESM Acquisition Corporation (the ?Company?) of its Registration Statement (the ?Registration Statement?) on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the

Form of Code of Ethics and Business Conduct

Exhibit14 FORM OF CODE OF ETHICS AND BUSINESS CONDUCT OF ESM ACQUISITION CORPORATION 1.

Form of Administrative Services Agreement, by and between the Registrant and affiliates of the Registrant

Exhibit 10.8 ESM Acquisition Corporation 2229 San Felipe, Suite 1300 Houston, TX 77019 March [?], 2021 EMG OpCo, LP 2229 San Felipe, Suite 1300 Houston, TX 77019 Vision Blue Resources, Ltd. 54 Jermyn Street, 7th Floor London, SW1Y 6LX United Kingdom Re: Administrative Services Agreement Ladies and Gentlemen: This Administrative Services Agreement (this ?Agreement?) by and among ESM Acquisition Cor

Form of Letter Agreement among the Registrant and its directors and officers and ESM Sponsor, LP

Exhibit 10.2 [?], 2021 ESM Acquisition Corporation 2229 San Felipe, Suite 1300 Houston, TX 77019 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into or proposed to be entered into by and between ESM Acquisition Corporation, a Cayman Islands exempte

Form of Underwriting Agreement

Exhibit 1.1 $300,000,000 30,000,000 Units ESM Acquisition Corporation UNDERWRITING AGREEMENT [?], 2021 CREDIT SUISSE SECURITIES (USA) LLC Eleven Madison Avenue New York, N.Y. 10010 Ladies and Gentlemen: ESM Acquisition Corporation, a Cayman Islands exempted company (the ?Company?), proposes to sell to you and, as applicable, to the several underwriters named in Schedule I hereto (collectively, the

Consent of Michael Gamson

Exhibit 99.1 CONSENT OF MICHAEL GAMSON In connection with the filing by ESM Acquisition Corporation (the ?Company?) of its Registration Statement (the ?Registration Statement?) on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the b

Form of Amended and Restated Memorandum and Articles of Association

Exhibit 3.2 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF ESM ACQUISITION CORPORATION (ADOPTED BY SPECIAL RESOLUTION DATED [DATE] AND EFFECTIVE ON [DATE]) THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF ESM ACQUISITION CORP

Form of Sponsor Warrants Purchase Agreement between the Registrant and ESM Sponsor, LP

Exhibit 10.6 SPONSOR WARRANTS PURCHASE AGREEMENT THIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of [?], 2021 (as it may from time to time be amended, this ?Agreement?), is entered into by and between ESM Acquisition Corporation, a Cayman Islands company (the ?Company?), and ESM Sponsor, LP, a Cayman Islands exempted limited partnership (the ?Purchaser?). WHEREAS: The Company intends to consumm

Form of Registration Rights Agreement between the Registrant and certain security holders

Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of [?], 2021, is made and entered into by and among ESM Acquisition Corporation, a Cayman Islands exempted company (the ?Company?), and ESM Sponsor, LP, a Cayman Islands exempted limited partnership (the ?Sponsor? and any other parties listed on the signature pages hereto, together with the S

Promissory Note, dated January 15, 2021, by and between ESM Acquisition Corporation as the maker and ESM Sponsor, LP as the payee (incorporated by reference to Exhibit 10.1 to the Company’s registration statement on Form S-1 filed with the SEC on February 22, 2021).

Exhibit 10.1 THIS PROMISSORY NOTE (THIS ?NOTE?) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO ESM ACQ

Memorandum and Articles of Association

Exhibit 3.1 EXEMPTED Company Registered and filed as No. 370148 On 13-Jan-2021 Acting Assistant Registrar THE COMPANIES ACT (2020 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM AND ARTICLES OF ASSOCIATION OF ESM ACQUISITION CORPORATION Auth Code: C09520188720 www.verify.gov.ky EXEMPTED Company Registered and filed as No. 370148 On 13-Jan-2021 Acting Assistant Registrar THE CO

Consent of John Carr

Exhibit 99.4 CONSENT OF JOHN CARR In connection with the filing by ESM Acquisition Corporation (the ?Company?) of its Registration Statement (the ?Registration Statement?) on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board

Consent of Brett A. Olsher

Exhibit 99.3 CONSENT OF BRETT A. OLSHER In connection with the filing by ESM Acquisition Corporation (the ?Company?) of its Registration Statement (the ?Registration Statement?) on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the

Specimen Unit Certificate

Exhibit 4.1 NUMBER UNITS U- SEE REVERSE FOR CERTAIN CUSIP DEFINITIONS ESM ACQUISITION CORPORATION UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE-THIRD OF ONE REDEEMABLE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE CLASS A ORDINARY SHARE THIS CERTIFIES THAT is the owner of Units. Each Unit (?Unit?) consists of one (1) Class A Ordinary Share, par value $0.0001 per share (

Specimen Class A Ordinary Share Certificate

Exhibit 4.2 NUMBER NUMBER C SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP ESM ACQUISITION CORPORATION INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS CLASS A ORDINARY SHARES This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE CLASS A ORDINARY SHARES OF THE PAR VALUE OF U.S.$0.0001 EACH OF ESM ACQUISITION CORPORATION (THE ?COMPANY?) transferable on the register of members of the

Registration Statement - FORM S-1

Table of Contents As filed with the Securities and Exchange Commission on February 22, 2021.

Securities Subscription Agreement, dated January 15, 2021, between the Company and ESM Sponsor, LP (incorporated by reference to Exhibit 10.5 to the Company’s registration statement on Form S-1 filed with the SEC on February 22, 2021).

Exhibit 10.5 ESM ACQUISITION CORPORATION 2229 San Felipe, Suite 1300 Houston, TX 77019 ESM Sponsor, LP January 15, 2021 2229 San Felipe, Suite 1300 Houston, TX 77019 RE: Securities Subscription Agreement for Founder Shares Ladies and Gentlemen: ESM Acquisition Corporation, a Cayman Islands exempted company (the ?Company?), is pleased to accept the offer ESM Sponsor, LP, a Cayman Islands limited pa

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant

Exhibit 4.4 WARRANT AGREEMENT ESM ACQUISITION CORPORATION and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [?], 2021 THIS WARRANT AGREEMENT (this ?Agreement?), dated [?], 2021, is by and between ESM Acquisition Corporation, a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the ?Warrant

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant

Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of [?], 2021, by and between ESM Acquisition Corporation, a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation (the ?Trustee?). WHEREAS, the Company?s registration statement on Form S-1, File No. 3

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Table of Contents As submitted confidentially with the U.S. Securities and Exchange Commission on January 25, 2021. This draft registration statement has not been publicly filed with the U.S. Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION