Emmis Acquisition Corp-A 2025年度报告

FORM 10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Emmis Acquisition Corp.(Exact name of registrant as specified in its charter) (201) 282-6717(Registrant’s telephone number, including area code) Not Applicable(Former name, former address and former fiscal year, if changed since last report) Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes☐No☒ Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reportingcompany, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer”, “smaller reportingcompany” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Accelerated filer☐Non-accelerated filer☒Smaller reporting company☒Emerging growth company☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☒No☐ The registrant was not a public company as of June 30, 2025 and therefore it cannot calculate the aggregate market value of its votingand non-voting common equity held by non-affiliates as of such date. As of March 27, 2026, there were 11,942,500 Class A ordinary shares, $0.0001 par value, and 3,833,333 Class B ordinary shares,$0.0001 par value, issued and outstanding. TABLE OF CONTENTS PART IItem 1.Business.2Item 1A.Risk Factors.28Item 1B.Unresolved Staff Comments.72Item 1C.Cybersecurity.72Item 2.Properties.72Item 3.Legal Proceedings.72Item 4.Mine Safety Disclosures.72PART IIItem 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.73Item 6.[Reserved]74Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations.74Item 7A.Quantitative and Qualitative Disclosures About Market Risk.76Item 8.Financial Statements and Supplementary Data.76Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.76Item 9A.Controls and Procedures.76Item 9B.Other Information.76Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.76PART IIIItem 10.Directors, Executive Officers and Corporate Governance.77Item 11.Executive Compensation.85Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.86Item 13.Certain Relationships and Related Transactions, and Director Independence.87Item 14.Principal Accountant Fees and Services.89PART IVItem 15.Exhibits and Financial Statement Schedules.90Item 16.Form 10-K Summary.91SIGNATURES92i PART I CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS Certain statements in this Annual Report on Form 10-K (the “Annual Report”) may constitute “forward-looking statements” forpurposes of the federal securities laws. Our