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)

(713) 579-5000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

As previously disclosed on a Current Report on Form 8-K, as filed with the Securities and Exchange Commission on March 12, 2021, ESM Acquisition Corporation (the “Company”) consummated its initial public offering (the “IPO”) of 30,000,000 units (the “Units”). Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (an “Ordinary Share”), and one-third of one redeemable warrant of the Company. Each whole warrant entitles the holder thereof to purchase one Ordinary Share for $11.50 per share, subject to adjustment. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $300,000,000.

Substantially concurrently with the closing of the IPO, the Company completed the private sale of 5,666,667 warrants (the “Private Placement Warrants”) at a purchase price of $1.50 per Private Placement Warrant, to the Company’s sponsor, ESM Sponsor, LP, generating gross proceeds to the Company of $8,500,000.

A total of $300,000,000, comprised of proceeds from the IPO and the sale of the Private Placement Warrants, was placed in a U.S.-based trust account at JP Morgan Chase Bank, N.A., maintained by Continental Stock Transfer & Trust Company, acting as trustee.

Subsequently, on April 22, 2021, the underwriter exercised the over-allotment option in part, and the closing of the issuance and sale of the additional 694,067 units (the “Over-Allotment Units”) occurred on April 26, 2021. In connection with the over-allotment exercise, the Company issued 694,067 Over-Allotment Units, representing 694,067 Ordinary Shares and 231,355 Private Placement Warrants in the aggregate, at a price of $10.00 per Unit, generating total gross proceeds of approximately $6,940,670. On April 23, 2021, ESM Sponsor, LP surrendered to the Company for cancellation 951,484 Class B ordinary shares.

Substantially concurrently with the closing of the sale of the Over-Allotment Units, the Company completed the private sale of 92,542 Private Placement Warrants to the Company’s sponsor, ESM Sponsor, LP, at a purchase price of $1.50 per Private Placement Warrant, generating gross proceeds to the Company of $138,813.40.

A total of $306,940,670 of the net proceeds from the sale of the units in the IPO (including the Over-Allotment Units) and the private placements on March 12, 2021 and April 26, 2021 were placed in a trust account established for the benefit of the Company’s public shareholders.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.