Business Context and Reporting Period
Company: Emmis Acquisition Corp. (EMIS)
Reporting Period: Quarter ended September 30, 2025 (Inception: March 21, 2025)
Status: Cayman Islands exempted company; Shell Company; Emerging Growth Company.
Business Model: Blank check company formed to effect a merger or business combination with an unidentified target. No operating revenues generated to date.
Key Financial Metrics
| Metric | Value |
|---|---|
| Trust Account Balance | $115,025,412 (Includes $25,412 interest income) |
| Cash (Outside Trust) | $1,446,437 |
| Total Assets | $116,490,959 |
| Net Loss (3 Months Ended Sept 30, 2025) | $(69,568) |
| Net Loss (Inception to Sept 30, 2025) | $(92,348) |
| Operating Expenses (3 Months) | $94,980 |
| Current Liabilities | $199,719 |
| Shares Subject to Redemption | 11,500,000 Class A shares ($10.00/share) |
Material Changes and IPO Activity
The reporting period covers the Company's inception and the consummation of its Initial Public Offering (IPO).
- IPO Completion: On September 26, 2025, the Company sold 11,500,000 Units (including full exercise of the 1,500,000 over-allotment option) at $10.00 per unit, generating gross proceeds of $115,000,000.
- Private Placement: Simultaneously sold 367,500 Private Placement Units to the Sponsor and I-Bankers for $3,675,000.
- Trust Funding: $115,000,000 was deposited into the Trust Account immediately upon IPO closing.
- Transaction Costs: Total costs of $2,316,412 were incurred, including a $1,725,000 underwriting fee.
- Share Structure: 3,833,333 Class B Founder Shares are outstanding. The 500,000 shares previously subject to forfeiture were retained following the full exercise of the over-allotment option.
Outlook, Risks, and Management Commentary
Combination Period: The Company has 18 months from the IPO closing (until March 2026) to consummate a Business Combination. If unsuccessful, the Company will liquidate and redeem public shares from the Trust Account.
Liquidity: Management believes current cash outside the Trust ($1.45M) is sufficient to fund operations for at least one year. The Sponsor has agreed to loan up to $300,000 for working capital if needed, though none is currently outstanding.
Risks and Contingencies:
- Market Conditions: Risks associated with the COVID-19 pandemic and the conflict in Ukraine may impact the ability to consummate a transaction or raise financing.
- Redemption Risk: Public shareholders may redeem shares upon a business combination, potentially reducing available cash.
- Marketing Fee: A deferred fee of 3% of the Trust balance (minimum $1,000,000) is payable to the underwriter upon a successful Business Combination.
- Administrative Fees: The Company pays $10,000 per month to an affiliate of the Sponsor for office and administrative support.
Investor Verification Checklist
- Trust Account Yield: Verify the current interest rate on the $115M held in U.S. Treasury securities to assess potential redemption value growth.
- Working Capital Runway: Confirm the $1.45M cash balance is sufficient to cover the $10,000 monthly administrative fee and due diligence costs for the full 18-month period.
- Over-Allotment Status: Confirm the 1,500,000 over-allotment units were fully exercised (verified in filing) to ensure the 500,000 founder shares are not subject to forfeiture.
- Deferred Fees: Note the potential $1M+ marketing fee liability upon closing a deal, which reduces net proceeds available for the target.
- Redemption Rights: Review the specific terms regarding the 15% redemption cap for "groups" of shareholders if a vote is required.