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 August 26, 2025

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

 Re: Emmis Acquisition Corp.
 Amendment No. 1 to Registration Statement on Form S-1
 Filed August 13, 2025
 File No. 333-288530
Dear Peter Goldstein:

 We have reviewed your amended 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. Unless
we note
otherwise, any references to prior comments are to comments in our July 30,
2025 letter.

Amendment No. 1 to Registration Statement on Form S-1
Cover Page

1. We note your response to prior comment 8. Please revise your cover page
to reflect
 the 75,000 representative shares that will be transferred to I-Bankers
Securities, Inc.
 and clarify whether these shares constitute compensation under FINRA
rules. If
 additional underwriters will receive a portion of these shares, please
clarify and
 disclose the amount to be transferred to the underwriters and identify
the underwriters
 that are eligible to receive the shares and revise your disclosure on
page 161 as
 appropriate.
 August 26, 2025
Page 2
Risk Factors
We may not be able to complete an initial business combination ..., page 56

2. We note your response to prior comment 6. Please expand your risk factor
to tailor the
 risk to your specific facts and circumstances, including, for instance,
clarifying that
 the majority of your board consists of non-US persons.
Past performance by our management team..., page 63

3. We note your response to prior comment 7. Please revise the heading of
your risk
 factor to reflect that none of your officers and directors has
experience managing a
 SPAC. Further, please expand the risk factor to specifically address the
risks
 associated with your management not having experience with SPACs and how
this
 could impact your ability to successfully complete an initial business
combination.
Financial Statements
Notes to Financial Statements
Note 9. Subsequent Events, page F-18

4. We note your updated disclosure in response to prior comment 10.
However, we
 reissue our comment as you continue to disclose in note 5 that your
Sponsor entered
 into a subscription receivable agreement in the amount of $25,000, and
it
 therefore remains unclear as to whether such agreement is separate from
the
 promissory note issued by your sponsor on the same date. Please tell us
and disclose
 whether the subscription receivable is distinct from the sponsor
issuance of a
 promissory note also on June 27, 2025 for the principal amount of
 $25,000. Additionally, you disclose that subsequent to the balance sheet
date, you
 drew down on approximately $115,000 of a promissory note. Please address
whether
 this additional draw down is separate and distinct from the subscription
receivable and
 $25,000 relabeled promissory note, and consider distinguishing between
each of these
 sources of capital for the company.

 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.
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