Current Report · Items 1.01, 3.02, 5.02, 5.03, 8.01, 9.01 · 8-K

Emmis Acquisition Corp.

EMISNASDAQEQUITYCurrent

Entry into a Material Definitive Agreement · Unregistered Sales of Equity Securities · Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year · Other Events

Filed Sep 29, 2025Accepted Sep 29, 2025, 12:30 PM EDTCIK 2075816Accession 0001213900-25-093113

Company context

Emmis Acquisition Corp. is a blank check company formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. The Company may pursue an acquisition opportunity in any business or industry or at any stage of its corporate evolution but will focus on industrial and business services, manufacturing, transportation, and/or distribution and/or technology sectors.

Current securities

EMISNASDAQ · EQUITY · Current EMISRNASDAQ · RIGHT · Current

Historical securities (1)

EMISUNASDAQ · UNIT · Historical · closed Oct 21, 2025

Recent company filings

Disclosure sections

Items 1.01, 3.02, 5.02, 5.03, 8.01, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 1.01Item 1.01 - Entry into Material Agreement

Item 1.01. Entry into a Material Definitive Agreement. On September 26, 2025, Emmis Acquisition Corp. (the “Company”) consummated its initial public offering (“IPO”) of 11,500,000 units (the “Units”), including the purchase by the underwriters of 1,500,000 additional Units at the offering price, reflecting the exercise of their option to purchase additional Units to cover over-allotments. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $115,000,000. Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Shares”), and one right to receive one-tenth (1/10) of one Class A Ordinary Share upon the consummation of the Company’s initial business combination (each, a “Share Right”). In connection with the IPO, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Company’s registration statement on Form S-1 (File No. 333-288530) for the IPO, initially filed with the U.S. Securities and Exchange Commission (the “Commission”) on July 3, 2025 (the “Registration Statement”): An Underwriting Agreement, dated September 24, 2025, by and between the Company and I-Bankers Securities, Inc (“I-Bankers”), as representative of the several underwriters, a copy of which is attached as Exhibit 1.1 hereto and incorporated herein by reference. A Share Rights Agreement, dated September 24, 2025, by and between the Company and VStock Transfer LLC, as share rights agent, a copy of which is attached as Exhibit 4.1 hereto and incorporated herein by reference. An Investment Management Trust Agreement, dated September 24, 2025, by and between the Company and Equiniti Transfer Company LLC, as trustee, a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference. A Registration Rights Agreement, dated September 24, 2025, by and among the Company and certain security holders, a copy of which is attached as Exhibit 10.2 hereto and incorporated herein by reference. A Private Placement Units Purchase Agreement, dated September 24, 2025 (the “Sponsor Private Placement Units Purchase Agreement”), by and between the Company and Emmis Capital Sponsor LLC (the “Sponsor”), a copy of which is attached as Exhibit 10.3 hereto and incorporated herein by reference. A Private Placement Units Purchase Agreement, dated September 24, 2025 (the “Representative Private Placement Units Purchase Agreement”), by and between the Company and I-Bankers, a copy of which is attached as Exhibit 10.4 hereto and incorporated herein by reference. A Letter Agreement, dated September 24, 2025, by and among the Company, its officers, its directors, and the Sponsor, a copy of which is attached as Exhibit 10.5 hereto and incorporated herein by reference. Indemnification Agreements, dated September 24, 2025, by and among the Company and each Director and Executive Officer of the Company, a form of which is attached as Exhibit 10.6 hereto and incorporated herein by reference. A Business Combination Marketing Agreement, dated September 24, 2025 (the “BCMA”), by and between the Company and I-Bankers, a copy of which is attached as Exhibit 10.7 hereto and incorporated herein by reference.

Item 3.02Item 3.02 - Unregistered Sales of Equity

Item 3.02. Unregistered Sales of Equity Securities. Simultaneously with the closing of the IPO, pursuant to the Sponsor Private Placement Units Purchase Agreement and the Representative Private Placement Units Purchase Agreement, the Company completed the private sale of an aggregate of 367,500 units (the “Private Placement Units”) to the Sponsor and I-Bankers at a price of $10.00 per Private Placement Unit. The Private Placement Units (and underlying securities) are identical to the units included in the Units sold in the IPO, except as otherwise disclosed in the Company’s Registration Statement. No underwriting discounts or commissions were paid with respect to such sale. The Company also issued to I-Bankers (or its designees) 75,000 Class A Ordinary Shares as Representative Shares. The Representative Shares have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the date of the commencement of sales in this offering pursuant to FINRA Rule 5110(e)(1). Pursuant to FINRA Rule 5110(e)(1), these securities will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the commencement of sales in this offering, nor may they be sold, transferred, assigned, pledged or hypothecated for a period of 180 days immediately following the commencement of sales in this offering except to any underwriter and selected dealer participating in this offering and their officers, partners, registered persons or affiliates. The issuance of the Private Placement Units and Representative Shares was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

Item 5.02Item 5.02 - Departure/Election of Directors

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On September 24, 2025, the Company entered into indemnification agreements with each of the Directors and Executive Officers, which require the Company to indemnify each of them to the fullest extent permitted by applicable law and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified. The foregoing summary of the indemnity agreements does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the form of indemnity agreement, which is filed as Exhibit 10.6 to this Current Report on Form 8-K and incorporated herein by reference.

Item 5.03Item 5.03 - Amendments to Articles/Bylaws

Item 5.03. Amendments to the Amended and Restated Memorandum and Articles of Association; Change in Fiscal Year. On September 24, 2025, in connection with the IPO, the Company filed its amended and restated memorandum and articles of association (the “Amended and Restated Memorandum and Articles of Association”) with the Cayman Islands Registrar of Companies, which was effective on September 24, 2025. The terms of the Amended and Restated Memorandum and Articles of Association are set forth in the Registration Statement and are incorporated herein by reference. A copy of the Amended and Restated Memorandum and Articles of Association is attached as Exhibit 3.1 hereto and incorporated herein by reference.

Item 8.01Item 8.01 - Other Events

Item 8.01. Other Events. A total of $115,000,000 of the proceeds from the IPO and the sale of the Private Placement Units, was placed in a U.S.-based trust account maintained by Equiniti Trust Company LLC, acting as trustee, with the remaining $3,675,500 of proceeds from the Private Placement Units going to the Company’s working capital account (a portion of which will be used to pay offering expenses). Except with respect to interest earned on the funds in the trust account that may be released to the Company to pay its taxes and up to $100,000 for winding up and dissolution expenses, the funds held in the trust account will not be released from the trust account until the earliest of (i) the completion of the Company’s initial business combination, (ii) the redemption of the Company’s public shares if it is unable to complete its initial business combination within 24 months from the closing of the IPO (or by such earlier liquidation date as the Company’s board of directors may approve), subject to applicable law, and (iii) the redemption of the Company’s public shares properly submitted in connection with a shareholder vote to amend the Company’s Amended and Restated Memorandum and Articles of Association to modify the substance or timing of its obligation to redeem 100% of the Company’s public shares if it has not consummated an initial business combination within 18 months from the closing of the IPO or with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity. On September 24, 2025, the Company issued a press release announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K. On September 26, 2025, the Company issued a press release announcing the closing of the IPO, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K.

Filed exhibits (3)

EX-4.1 (by filename) ea025905301ex4-1_emmis.htm

EX-4.1 4 ea025905301ex4-1_emmis.htm SHARE RIGHTS AGREEMENT, DATED SEPTEMBER 24, 2025 BY AND BETWEEN THE COMPANY AND VSTOCK TRANSFER LLC, AS SHARE RIGHTS AGENT Exhibit 4.1 SHARE RIGHTS AGREEMENT This Share Rights Agreement (this “ Agreement ”) is made as of September 24, 2025 between Emmis Acquisition Corp., a Cayman Islands exempted company (the “ Company ”), and VStock Transfer, LLC, as rights agent (in such capacity, the “ Share Rights Agent ”). WHEREAS, the Company has entered into an agreement with I-Banker Securities Inc. (“ Representative ”), as representative of the several underwriters, for the Company’s initial public offering (“ Public Offering ”) pursuant to which the underwriters will purchase up to an aggregate of 11,500,000 units (including up to 1,500,000 additional units if the underwriters’ over-allotment option is exercised in full), each unit (“ Unit ”) comprised of one Class A ordinary share of the Company, $0.0001 par value (the “ Ordinary Shares ”), and one right to receive one-tenth (1/10) of one Ordinary Share (a “ Public Share Right ”) upon the happening of the triggering event described herein, and in connection therewith, will issue and deliver up …

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EX-99.1 (by filename) ea025905301ex99-1_emmis.htm

EX-99.1 12 ea025905301ex99-1_emmis.htm PRESS RELEASE, DATED SEPTEMBER 24, 2025 Exhibit 99.1 Emmis Acquisition Corp. Announces the Pricing of $100,000,000 Initial Public Offering Each Unit Includes One Class A Ordinary Share and One Share Right to Receive 1/10th of a Class A Ordinary Share New York, NY, September 24, 2025 - Emmis Acquisition Corp. (the “Company”) announced today the pricing of its initial public offering of 10,000,000 units at a price of $10.00 per unit. The units are expected to be listed on the Nasdaq Global Market (“Nasdaq”) and begin trading tomorrow, September 25, 2025, under the ticker symbol “EMISU.” Each unit consists of one Class A ordinary share and one right (the “Share Right”) to receive one tenth (1/10) of one Class A ordinary share upon the consummation of an initial business combination. An amount equal to $10.00 per unit will be deposited into a trust account upon the closing of the offering. Once the securities constituting the units begin separate trading, the Class A ordinary shares and Share Rights are expected to be listed on Nasdaq under the symbols “EMIS” and “EMISR,” respectively. The offering is expected to close on September 26, 2025…

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EX-99.2 (by filename) ea025905301ex99-2_emmis.htm

EX-99.2 13 ea025905301ex99-2_emmis.htm PRESS RELEASE, DATED SEPTEMBER 26, 2025 Exhibit 99.2 Emmis Acquisition Corp. Announces the Closing of $115,000,000 Initial Public Offering Each Unit Includes One Class A Ordinary Share and One Share Right to Receive 1/10th of a Class A Ordinary Share New York, NY, Sept. 26, 2025 (GLOBE NEWSWIRE) -- Emmis Acquisition Corp. (the “Company”) (Nasdaq: EMISU) announced today the closing of its initial public offering of 11,500,000 units at a price of $10.00 per unit, including 1,500,000 units sold pursuant to the full exercise of the underwriter’s over-allotment option. The offering resulted in gross proceeds of $115,000,000. The units began trading on the Nasdaq Global Market (“Nasdaq”) on September 25, 2025, under the ticker symbol “EMISU.” Each unit consists of one Class A ordinary share and one right (the “Share Right”) to receive one tenth (1/10) of one Class A ordinary share upon the consummation of an initial business combination. An amount equal to $10.00 per unit will be deposited into a trust account upon the closing of the offering. Once the securities constituting the units begin separate trading, the Class A ordinary shares and S…

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