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UPLOAD Filing

Emmis Acquisition Corp.
Date: Sept. 18, 2025 · CIK: 0002075816 · Accession: 0000000000-25-010188

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File numbers found in text: 333-288530

Date
September 18, 2025
Author
Division of
Form
UPLOAD
Company
Emmis Acquisition Corp.

Letter

Re: Emmis Acquisition Corp. Amendment No. 4 to Registration Statement on Form S-1 Filed September 17, 2025 File No. 333-288530 Dear Peter Goldstein:

September 18, 2025

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

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 September 16, 2025, letter.

Amendment No. 4 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. We note your response to prior comment 2 and that assumptions 9, 14, and 20, which appear to assume material facts underlying the opinion or readily ascertainable facts, were retained. Please request that Cayman counsel further revise its legal opinion filed as Exhibit 5.2 to remove any inappropriate assumptions, or explain why counsel believes they are necessary and appropriate. 2. We note your response to prior comment 3. Please reconcile Article 51 with your disclosure on page 70 with respect to application of the forum provision under the Securities Act and Exchange Act, and revise as appropriate. September 18, 2025 Page 2

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.

Show Raw Text
<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 September 18, 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. 4 to Registration Statement on Form S-1
 Filed September 17, 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 September
16, 2025,
letter.

Amendment No. 4 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. We note your response to prior comment 2 and that assumptions 9, 14, and
20, which
 appear to assume material facts underlying the opinion or readily
ascertainable facts,
 were retained. Please request that Cayman counsel further revise its
legal opinion filed
 as Exhibit 5.2 to remove any inappropriate assumptions, or explain why
counsel
 believes they are necessary and appropriate.
2. We note your response to prior comment 3. Please reconcile Article 51
with your
 disclosure on page 70 with respect to application of the forum provision
under the
 Securities Act and Exchange Act, and revise as appropriate.
 September 18, 2025
Page 2

 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>