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 September 16, 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. 3 to Registration Statement on Form S-1
 Filed September 12, 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.

Amendment No. 3 to Registration Statement on Form S-1
Part II. Information not Required in Prospectus
Item 16. Exhibits and Financial Statement Schedules, page II-3

1. Please request that U.S. counsel revise its legal opinion filed as
Exhibit 5.1 to remove
 inappropriate assumptions. In particular, we note assumption (f). We
note it is not
 appropriate to assume any of the material facts underlying the opinion
or any readily
 ascertainable facts, or to include assumptions that assume away
the relevant issue.
 For guidance, please refer to Section II.B.3.a of Staff Legal Bulletin
No. 19.
2. Please request that Cayman counsel revised its legal opinion filed as
Exhibit 5.2 to
 remove inappropriate assumptions. As but some examples, see assumptions
13, 18
 and 19. It is not appropriate for a counsel to include in its opinion
assumptions that
 assume any of the material facts underlying the opinion or any readily
ascertainable
 facts, or that assume away the relevant issue. For guidance, refer
to Section II.B.3.a
 September 16, 2025
Page 2

 of Staff Legal Bulletin No. 19.
3. We note your disclosure on page 70 stating "Our amended and restated
memorandum
 and articles of association provide that unless we consent in writing to
the selection of
 an alternative forum, the courts of the Cayman Islands shall have
exclusive
 jurisdiction over any claim or dispute." We also note your disclosure on
the cover
 page that your "amended and restated memorandum and articles of
association
 prohibit redemptions in an amount that would cause our net tangible
assets, after
 payment of the business combination marketing fees, to be less than
$5,000,001," and
 that the table on page 81 "gives effect to the limitation under our
restated and
 amended memorandum and articles of association that will prohibit
redemptions in an
 amount that would cause [your] net tangible assets, to be less than
 $5,000,001." However, these provisions do not appear in the Form of
Amended and
 Restated Memorandum and Articles of Association filed as Exhibit 3.2.
Please revise
 your disclosure or your Form of Amended and Restated Memorandum and
Articles of
 Association as appropriate.
 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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