SecProbe.io

CORRESP
 1
 filename1.htm

 September 23, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Re: Emmis Acquisition Corp.

 Registration Statement
on Form S-1

 File No. 333-288530

 Ladies and Gentlemen:

 In accordance with Rule
461 under the Securities Act of 1933, as amended (the "Act"), I-Bankers Securities, Inc., as representative of the several
underwriters, hereby joins Emmis Acquisition Corp. (the "Company") in requesting that the Securities and Exchange Commission
take appropriate action to cause the Registration Statement on Form S-1 (File No. 333-288530) (the "Registration Statement")
to become effective on Wednesday, September 24, 2025 at 4:30 PM, Eastern Time, or as soon thereafter as practicable, or at such other time as
the Company or its outside counsel, Sichenzia Ross Ference Carmel LLP, request by telephone that such Registration Statement be declared
effective.

 In connection with this acceleration
request and pursuant to Rule 460 under the Securities Act, please be advised that there will be distributed to each underwriter or dealer,
who is reasonably anticipated to be invited to participate in the distribution of the securities, as many copies, as well as "e-red"
copies of the preliminary prospectus, as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

 The undersigned confirms
that it has complied with and will continue to comply with, and it has been informed or will be informed by participating dealers that
they have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection
with the above-referenced issue.

 Very truly yours,

 I-Bankers Securities, Inc.

 By:
 /s/ Matthew McCloskey

 Name:
 Matthew McCloskey

 Title:
 President

CORRESP
 1
 filename1.htm

 Emmis Acquisition Corp.
 515 E Las Olas Blvd, Suite 120, Fort Lauderdale, Florida 33301

 September 23, 2025

 VIA EDGAR

 Division of Corporation Finance

 Office of Real Estate & Construction

 Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention: Stacie Gorman and Mary Beth Breslin

 RE:
 Emmis Acquisition Corp. (the "Company")

 Registration Statement on Form S-1

 Filed July 3, 2025, as amended

 (File No. 333-288530) (the "Registration Statement")

 Dear Ms. Gorman and Ms. Breslin:

 The Company hereby
requests, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of effectiveness of the
Registration Statement so that such Registration Statement will become effective as of Wednesday, September 24, 2025 at 4:30 PM,
Eastern Time, or as soon thereafter as practicable.

 If there is any change in
the acceleration request set forth above, the Company will promptly notify you of the change, in which case the Company may be making
an oral request of acceleration of the effectiveness of the Registration Statements in accordance with Rule 461 of Regulation C. Such
request may be made by an executive officer of the Company or by any attorney from the Company's securities counsel, Sichenzia Ross
Ference Carmel LLP.

 [Signature page follows]

 Very truly yours,

 Emmis Acquisition Corp.

 By:
 /s/ Peter Goldstein

 Name:
 Peter Goldstein

 Title:
 Chief Executive Officer

CORRESP
 1
 filename1.htm

 September 22, 2025

 Via EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Real Estate and Construction

 100 F Street, N.E.

 Washington, D.C. 20549

 Attn:
 Ms. Gorman / Ms. Breslin

 Re:
 Emmis Acquisition Corp.

 Amendment No. 4 to Registration Statement on Form S-1
 Filed September 17, 2025

 File No. 333-288530

 Dear Ms. Gorman / Ms. Breslin

 On behalf of Emmis Acquisition Corp. (the " Company "),
we have set forth below responses to the comments of the staff (the " Staff ") of the Securities and Exchange Commission
(the " SEC ") contained in its letter of September 18, 2025 with respect to the Company's Registration Statement
on Form S-1 (the " Form S-1 ") as noted above.

 For your convenience, the text of the Staff's
comments is set forth below in bold, followed in each case by the Company's responses. Please note that all references to page numbers
in the responses are references to the page numbers in the Amendment No. 5 to the Form S-1 (the " S-1 ") submitted concurrently
with the submission of this letter in response to the Staff's comments.

 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.

 Response: The Company has included a revised legal opinion as Exhibit 5.2.

 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.

 Response: . The Company has included a revised Form of Amended and Restated Memorandum and Articles of Association as Exhibit 3.2.

 We trust that the above is responsive to your
comments.

 Should you have any questions relating to the
foregoing or wish to discuss any aspect of the Company's filing, please contact Ross Carmel, Esq of Sichenzia Ross Ference Carmel
LLP at 646-838-1310.

 Sincerely,

 /s/ Peter Goldstein

 Peter Goldstein

 Chief Executive Officer

<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>

CORRESP
 1
 filename1.htm

 September 17, 2025

 Via EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Real Estate and Construction

 100 F Street, N.E.

 Washington, D.C. 20549

 Attn:
 Ms. Gorman / Ms. Breslin

 Re:
 Emmis Acquisition Corp.

 Amendment No. 3 to Registration Statement on Form S-1
 Filed September 12, 2025

 File No. 333-288530

 Dear Ms. Gorman / Ms. Breslin

 On behalf of Emmis Acquisition Corp. (the " Company "),
we have set forth below responses to the comments of the staff (the " Staff ") of the Securities and Exchange Commission
(the " SEC ") contained in its letter of September 16, 2025 with respect to the Company's Registration Statement
on Form S-1 (the " Form S-1 ") as noted above.

 For your convenience, the text of the Staff's
comments is set forth below in bold, followed in each case by the Company's responses. Please note that all references to page numbers
in the responses are references to the page numbers in the Amendment No. 4 to the Form S-1 (the " S-1 ") submitted concurrently
with the submission of this letter in response to the Staff's 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.

 Response: The Company has included a revised legal opinion as Exhibit 5.1.

 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 of Staff Legal Bulletin No. 19.

 Response: . The Company has included a revised legal opinion as Exhibit 5.2.

 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.

 Response: . The Company has included a revised Form of Amended and Restated Memorandum and Articles of Association as Exhibit 3.2.

 We trust that the above is responsive to your
comments.

 Should you have any questions relating to the
foregoing or wish to discuss any aspect of the Company's filing, please contact Ross Carmel, Esq of Sichenzia Ross Ference Carmel
LLP at 646-838-1310.

 Sincerely,

 /s/ Peter Goldstein

 Peter Goldstein

 Chief Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 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.
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 August
29, 2025

 Via
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 Office
of Real Estate and Construction

 100
F Street, N.E.

 Washington,
D.C. 20549

 Attn:

 Ms. Gorman
 / Ms. Breslin

 Re:
 Emmis Acquisition Corp.

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

 Filed August 13, 2025

 File No. 333-288530

 Dear
Ms. Gorman / Ms. Breslin

 On
behalf of Emmis Acquisition Corp. (the " Company "), we have set forth below responses to the comments of the staff
(the " Staff ") of the Securities and Exchange Commission (the " SEC ") contained in its letter of
August 26, 2025 with respect to the Company's Registration Statement on Form S-1 (the " Form S-1 ") as noted above.

 For
your convenience, the text of the Staff's comments is set forth below in bold, followed in each case by the Company's responses.
Please note that all references to page numbers in the responses are references to the page numbers in the Amendment No. 2 to the Form
S-1 (the " S-1 ") submitted concurrently with the submission of this letter in response to the Staff's comments.

 Amendment
No. 1 to Registration Statement 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.

 Response: The Company
 has included a description of the Representative Shares on the cover page, including that such Representative Shares would be deemed
 compensation under FINRA rules. Further, the Company respectfully submits that all such Representative Shares would only be issued
 to I-Bankers Securities, Inc or any persons designated by them.

 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

 Response: The Company
 has expanded the risk factor to include specific facts, including that that the majority of its 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.

 Response: The Company has made updates accordingly.

 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.

 Response: .
The Company has revised the S-1 to clarify that the Company presently has two agreements with the Sponsor:

 1) the
 securities subscription agreement dated May 30, 2025 pursuant to which the Company agreed
 to issue the founder shares to the Sponsor in exchange for $25,000. On June 27, 2025, the
 Sponsor issued a promissory note to the Company for the $25,000 and accordingly, the Company
 issued the founder shares. The Sponsor made the payment of $25,000 on August 27, 2025. The
 securities subscription agreement has been included as Exhibit 10.8 to the S-1.

 2) a
 promissory note dated June 17, 2025 issued by the Company to the Sponsor pursuant to which
 the Company can drawdown upto $300,000. This has been included as Exhibit 10.7 of the S-1.

 2

 We
trust that the above is responsive to your comments.

 Should
you have any questions relating to the foregoing or wish to discuss any aspect of the Company's filing, please contact Ross Carmel,
Esq of Sichenzia Ross Ference Carmel LLP at 646-838-1310.

 Sincerely,

 /s/ Peter
 Goldstein

 Peter Goldstein

 Chief Executive Officer

 3

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 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.
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 August 13, 2025

 Via EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Real Estate and Construction

 100 F Street, N.E.

 Washington, D.C. 20549

 Attn:
 Ms. Gorman / Ms. Breslin

 Re:
 Emmis Acquisition Corp.

 Registration Statement on Form S-1 Submitted July 3, 2025

 File No. 333-288530

 Dear Ms. Gorman / Ms. Breslin

 On behalf of Emmis Acquisition Corp. (the " Company "),
we have set forth below responses to the comments of the staff (the " Staff ") of the Securities and Exchange Commission
(the " SEC ") contained in its letter of July 30, 2025 with respect to the Company's Registration Statement on
Form S-1 (the " Form S-1 ") as noted above.

 For your convenience, the text of the Staff's
comments is set forth below in bold, followed in each case by the Company's responses. Please note that all references to page numbers
in the responses are references to the page numbers in the Amendment No. 1 to the Form S-1 (the " S-1 ") submitted concurrently
with the submission of this letter in response to the Staff's comments.

 Registration Statement Form S-1

 Cover Page

 1.
 We note your disclosure in paragraph 4 regarding the limitation on the ability of shareholders 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.

 Response: The Company has included a disclosure on the cover page that the redemptions will be subject to the 5,000,001 net tangible asset requirement.

 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.

 Response: The Company has updated this disclosure accordingly.

 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.

 Response: The Company has updated this disclosure accordingly.

 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.

 Response: The Company has updated this disclosure to clarify that certain investors will pre-existing relationships with our sponsor may purchase membership interests and that our directors and officers will have an indirect interest in our founder shares and/or private placement units purchased by the sponsor. However, at this time, the sponsor does is not aware of how many investors it will have. In addition, the Company has clarified that only Peter Goldstein has an indirect or direct material interest in the sponsor.

 Conflicts of Interest

 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 SK.

 Response: The Company acknowledges the Staff's comments and has updated the disclosure accordingly.

 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.

 Response: At this time, David Lowenstein, our CFO and director, Anna C Mallon, our director and Low Koon Poh, our director, who are also members of our sponsor are non U.S persons.

 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.

 Response: The Company has made updates accordingly.

 2

 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 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.

 Response: The Company respectfully submits that the cover page
 discloses that of the 345,000 private placement units (or 367,500 private placement units if the underwriters' over-allotment option
 is exercised in full) , our sponsor has agreed to purchase 295,000 units (or 310,000 units if the underwriters' over-allotment option
 is exercised in full) and I-Bankers has agreed to purchase 50,000 units (or 57,500 units if the underwriters' over-allotment option
 is exercised in full).

 The Company has updated the disclosures pursuant to the Staff's
 comment.

 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.

 Response: The Company has updated the
 disclosure in Note 1 in line with the audit opinion.

 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.

 Response: The Company
has amended the disclosure on page F-18 to be consistent with the prospectus.

 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.

 Response: The
Company respectfully acknowledges these comments and has corrected these typographical errors.

 3

 We trust that the above is responsive to your
comments.

 Should you have any questions relating to the
foregoing or wish to discuss any aspect of the Company's filing, please contact Ross Carmel, Esq of Sichenzia Ross Ference Carmel
LLP at 646-838-1310.

 Sincerely,

 /s/ Peter Goldstein

 Peter Goldstein

 Chief Executive Officer

 4

<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.
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