Management Change/Compensation (Form 8-K)

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).