SecProbe.io

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 30, 2025

Peter Goldstein
Chief Executive Officer
Emmis Acquisition Corp.
515 E Las Olas Blvd, Suite 120
Fort Lauderdale, FL 33301

 Re: Emmis Acquisition Corp.
 Registration Statement on Form S-1
 Filed July 3, 2025
 File No. 333-288530
Dear Peter Goldstein:

 We have reviewed your registration statement and have the following
comments.

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.

Registration Statement on Form S-1
Cover Page

1. We note your disclosure in paragraph 4 regarding the limitation on the
ability of
 shareholders to to redeem their shares. Please also disclose that the
redemptions will
 be subject to the $5,000,001 net tangible asset requirement as noted on
page 5 and
 elsewhere in the prospectus. See Item 1602(a)(2) of Regulation S-K.
2. When discussing conflicts of interest in paragraphs 6 and 7, please
expand your
 statement as to actual or potential material conflicts of interest
between purchasers in
 the offering and the SPAC sponsor and its affiliates, to include
promoters. Refer to
 Item 1602(a)(5) of Regulation S-K.
3. In paragraph 6, please describe the extent to which the conversion of
the working
 capital loans into rights and their exercise may result in a material
dilution of the
 purchasers' equity interests. See Item 1602(a)(3) of Regulation S-K.
 July 30, 2025
Page 2

Summary
Sponsor Information, page 7

4. We note your disclosure that non-managing sponsor investors will
purchase interests
 and that your officers and directors will indirectly hold founders
shares through your
 sponsor. Please revise your cover page to reflect this. Also disclose
the number of
 non-managing sponsor investors that will acquire the non-managing
sponsor
 membership interests. To the extent these officers, directors and
non-managing
 sponsor investors will hold an indirect material interest in your
sponsor, please
 provide the disclosure required by Item 1603(a)(7) of Regulation S-K.
Conflicts of Interest, page 27

5. We note your disclosure on page 28 that your "sponsor, officers, or
directors may
 sponsor or form other special purpose acquisition companies similar to
[yours] or may
 pursue other business or investment ventures during the period in which
[you] are
 seeking an initial business combination." Please clarify how
opportunities to acquire
 targets will be allocated among SPACs. Please make similar revisions to
your
 disclosure on page 125. Please refer to Items 1602(b)(7) and 1603(b) of
Regulation S-
 K.
Risk Factors
We may not be able to complete an initial business combination ..., page 56

6. With a view toward disclosure, please tell us whether your sponsor is
controlled
 by, has any members who are, or has substantial ties with, a non-U.S.
person.
Risks Relating to our Management Team, page 63

7. We note your disclosure in the heading of the second risk factor on page
64 that your
 "officers and directors presently have, and any of them in the future
may have
 additional, fiduciary or contractual obligations to other entities,
including other blank
 check companies...." Please revise the appropriate section or sections
of your
 document to describe any experience your sponsor, officers and directors
have had
 experience in organizing a SPAC. For each prior SPAC, please disclose
any
 extensions of the time to complete the transaction and the level of
redemptions in
 connection therewith, and information concerning any completed business
 combinations, including the financing needed for the transactions and
the level of
 redemptions. See Item 1603(a)(3) of Regulation S-K. To the extent your
sponsor,
 officers and directors do not have experience in organizing SPACs,
please add a
 separate risk factor highlighting this fact.
Underwriting, page 161

8. Revise throughout your prospectus to clarify the nature of compensation
to be
 received by I-Bankers Securities, Inc. and any other underwriter(s). We
note
 disclosure on the cover page and on page 162 that I-Bankers and the
sponsor have
 committed to purchasing private placement units. Please separately
quantify the
 number of units to be purchased by the underwriter(s) on the cover page,
clarify
 whether the units to be purchased by the underwriter(s) are considered
compensation
 July 30, 2025
Page 3

 under FINRA rules, and include appropriate disclosure in the cover page
table as well
 as the table on page 163. We further note your disclosure on page 161
that the
 company has agreed to issue 75,000 Class A ordinary shares "to the
underwriter
 and/or its designees... as representative compensation." Revise to
clarify which
 underwriter(s) will receive ordinary shares, the number of shares each
underwriter
 will receive, and whether these shares are in addition to the private
placement units.
 Please make corresponding changes to the tables on the cover page and
page 163 as
 appropriate.

Note 1. Description of Organization and Business Operations
Going Concern Consideration, page F-10

9. We note your disclosure that you have access to sponsor funds, and the
sponsor has
 the financial wherewithal to provide you such funds that are sufficient
to fund your
 working capital needs until one year from the issuance of your financial
statements.
 However we note that your independent registered public accounting firm
has
 provided an explanatory paragraph highlighting conditions that raise
substantial doubt
 about your ability to continue as a going concern. Please revise your
disclosure or
 have your auditor address how different conclusions were reached
regarding
 management s plans to alleviate the substantial doubt about your
ability to continue as
 a going concern; refer to ASC 205-40-50-12c.
Financial Statements
Notes to Financial Statements
Note 9. Subsequent Events, page F-18

10. You disclose that on June 27, 2025, your sponsor entered into a
subscription
 receivable in the amount of $25,000. Please tell us whether the
subscription
 receivable is distinct from the sponsor issuance of a promissory note on
the same date
 for the principal amount of $25,000 as disclosed throughout your
prospectus, and
 advise or revise as necessary.
General

11. Please review your disclosure and revise as appropriate to address any
discrepancies.
 For example only, we note the following:
 On the cover page, and elsewhere, you state that you have 18 months
to complete
 an initial business combination; however, on pages 17, 29, 36 and
elsewhere, your
 disclosure indicates that you will have 24 months.
 On page 110, you indicate that WithumSmith+Brown, PC is your
independent
 registered public accounting firm; however, we note the report of
independent
 registered public accounting firm provided in your prospectus is
signed and dated
 by TAAD, LLP.
 On page 3, you refer to industries you expect to favor in your
search for a target,
 such as "services, manufacturing and/or distribution-oriented target
companies."
 However, we note on page 85 you disclose that you may also invest in
digital
 assets, real estate services and technology.
 July 30, 2025
Page 4

 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

 Please contact Babette Cooper at 202-551-3396 or Mark Rakip at
202-551-3573 if
you have questions regarding comments on the financial statements and related
matters. Please contact Stacie Gorman at 202-551-3585 or Mary Beth Breslin at
202-551-
3625 with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Real
Estate & Construction
cc: Ross David Carmel, Esq.
</TEXT>
</DOCUMENT>