Emmis Acquisition names Greenberg; sponsor transfers 11,667 shares

Q: How many shares did Kenneth Greenberg receive in connection with his EMIS appointment?

Emmis Capital Sponsor LLC transferred 11,667 Class B ordinary shares to Kenneth C. Greenberg on September 25, 2026, in connection with his appointment. The shares are subject to the same transfer restrictions as the other Class B ordinary shares held by the sponsor.

Kenneth C. Greenberg received 11,667 Class B ordinary shares from Emmis Capital Sponsor LLC, subject to the same transfer restrictions as the sponsor’s other Class B shares.

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Form Type

8-K

Rhea-AI Filing Summary

Emmis Acquisition Corp. appointed Kenneth C. Greenberg as a Class II director on September 25, 2026, effective immediately. He joined the Audit Committee and the Nominating and Corporate Governance Committee, and became chair of the Compensation Committee. On the same date, Seth Farbman was removed from all three committees and continued as a Class I director.

Emmis Capital Sponsor LLC transferred 11,667 Class B ordinary shares to Greenberg in connection with his appointment; the shares are subject to the same transfer restrictions as the sponsor’s other Class B ordinary shares. The company also entered its standard indemnification agreement with Greenberg, covering indemnification and advancement of expenses to the fullest extent permitted by law.

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8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Class B ordinary shares transferred: 11,667 shares Executive experience: More than 35 years Age: 70 years

3 metrics

Class B ordinary shares transferred 11,667 shares Transferred by Emmis Capital Sponsor LLC to Kenneth C. Greenberg on September 25, 2026; subject to the same transfer restrictions as other Class B ordinary shares held by the sponsor.

Executive experience More than 35 years Kenneth C. Greenberg’s experience in hospitality, real estate, and financial services.

Age 70 years Kenneth C. Greenberg, as stated in the director appointment disclosure.

Key Terms

Class II director, Class B ordinary shares, indemnification agreement, advancement of expenses, +1 more

5 terms

Class II director technical

"as a Class II director of the Company"

A class II director is a member of a company’s board who belongs to one of several staggered groups of directors, each group standing for election in different years. For investors, this matters because staggered terms slow wholesale board turnover—like rotating members of a neighborhood committee—making sudden changes in control or strategy harder and affecting how quickly shareholders can influence corporate direction.

Class B ordinary shares financial

"11,667 Class B ordinary shares of the Company"

Class B ordinary shares are a type of ownership stake in a company that typically come with different voting rights or privileges compared to other share classes. For investors, they represent a way to hold part of the company’s value and influence its decisions, often with fewer voting rights than Class A shares. Understanding these shares helps investors assess their level of control and potential returns within a company.

indemnification agreement regulatory

"standard form of indemnification agreement"

An indemnification agreement is a contract in which one party promises to cover losses, costs, or legal claims that another party might face, acting like a tailored safety net or private insurance policy. For investors, it matters because such agreements shift potential financial risk away from a company or its officers and onto the indemnifier, which can affect a company’s future liabilities, cash flow and how risky the investment appears during deal-making or litigation.

advancement of expenses regulatory

"indemnification and advancement of expenses"

Nasdaq listing standards regulatory

"under the applicable Nasdaq listing standards"

Nasdaq listing standards are the set of rules a company must meet to be admitted to and remain on the Nasdaq stock market, covering financial thresholds (like minimum share price and earnings), reporting and disclosure, and board and governance practices. They matter to investors because meeting these standards signals a baseline of financial health and transparency, reduces the risk of sudden delisting, and helps ensure a market with enough buyers and sellers—like a safety checklist that keeps the trading venue orderly and trustworthy.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Who joined the EMIS board, and which committees did he join?

Kenneth C. Greenberg was appointed a Class II director of Emmis Acquisition Corp. effective immediately on September 25, 2026. He joined the Audit Committee and Nominating and Corporate Governance Committee and became chair of the Compensation Committee.

How many shares did Kenneth Greenberg receive in connection with his EMIS appointment?

Emmis Capital Sponsor LLC transferred 11,667 Class B ordinary shares to Kenneth C. Greenberg on September 25, 2026, in connection with his appointment. The shares are subject to the same transfer restrictions as the other Class B ordinary shares held by the sponsor.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/28/2026 - 04:07 PM Accepted by SEC EDGAR 09/28/2026 - 04:06 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 25, 2026

Emmis Acquisition Corp.

(Exact name of registrant as specified in its charter)

Cayman Islands

001-42861

98-1886130

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

515 E Las Olas Blvd, Suite 120

Fort Lauderdale, Florida 33301

(Address of principal executive offices, including zip code)

(201) 282-6717

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A ordinary shares, par value $0.0001 per share	EMIS	The Nasdaq Stock Market LLC
Rights to receive 1/10 of one Class A ordinary share	EMISR	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§17 CFR 240.12b-2).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Departure of Seth Farbman from Board Committees

On September 25, 2026, Seth Farbman was removed from his positions on each of the Company’s audit committee (“Audit Committee”), compensation committee (“Compensation Committee”), and corporate governance committee (“Nominating and Corporate Governance Committee”). Mr. Farbman will continue to serve as a Class I director on the Company’s board of directors (the “Board”).

Appointment of New Director

On September 25, 2026, the Board appointed Kenneth C. Greenberg to serve as a Class II director of the Company. He was also appointed to serve as a member of the Audit Committee and Nominating and Corporate Governance Committee and as a member and Chairman of the Compensation Committee, effective immediately. Mr. Greenberg qualifies as an independent director under the applicable Nasdaq listing standards and Rule 10A-3 under the Securities Exchange Act of 1934, as amended.

Mr. Greenberg, age 70, is a senior executive with more than 35 years of experience in hospitality, real estate, and financial services, with a focus on acquisitions, development, and operational transformation. Mr. Greenberg has served as the President and CEO of Greengold Consulting Corp and Dream It Realty since December of 1999, where he advises companies and investors on mergers and acquisitions, capital strategy, and business turnarounds. He has led the acquisition and repositioning of multiple resort and hospitality assets and played a key role in taking Cyberfast Systems Inc., public, contributing to significant shareholder value creation.

From June 2015 until March 2021, Mr. Greenberg served as Chief Executive Officer of US Hospitality Group, where he oversaw a multi-state portfolio of hotel and resort properties, directing acquisitions, development, and operations. He has also held senior leadership roles with Central Florida Investments / Westgate Resorts and IndyMac Bank (NYSE), where he managed multi-branch operations and drove substantial revenue growth. Mr. Greenberg brings expertise in capital allocation, M&A evaluation, operational oversight, and growth strategy, with particular depth in asset-intensive and consumer-facing businesses. His governance experience includes serving as a City Commissioner in Winter Springs, Florida, along with multiple leadership and board roles in civic and nonprofit organizations. He holds a Bachelor’s degree from the University of Florida and is a licensed Florida Real Estate Broker. We believe that Mr. Greenberg’s extensive executive experience in acquisitions, corporate governance, and multi-state operations, combined with his public company and fiduciary oversight background, makes him an ideal fit for our Board.

There are no arrangements or understandings between Mr. Greenberg and any other person pursuant to which Mr. Greenberg was selected as a director.

There are no transactions involving Mr. Greenberg that would be required to be reported under Item 404(a) of Regulation S-K.

In connection with his appointment to the Board, on September 25, 2026, Emmis Capital Sponsor LLC (the “Sponsor”) transferred 11,667 Class B ordinary shares of the Company to Mr. Greenberg. Such shares are subject to the same transfer restrictions applicable to the other Class B ordinary shares held by the Sponsor.

In connection with his appointment, the Company entered into its standard form of indemnification agreement with Mr. Greenberg, which provides for indemnification and advancement of expenses to the fullest extent permitted by law. The form of indemnification agreement was previously filed as Exhibit 10.6 to the Company’s Registration Statement on Form S-1 (File No. 333-288530).

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.6		Form of Indemnity Agreement (incorporated by reference to Exhibit 10.6 to the Company’s Registration Statement on Form S-1 (File No. 333-288530), filed with the SEC on July 3, 2025)

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	EMMIS ACQUISITION CORP.

Date: September 28, 2026
	By:	/s/ Peter Goldstein
	Name:	Peter Goldstein
	Title:	Chief Executive Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents