SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Cohanzick Management, LLC

(Last)

(First)

(Middle)

427 BEDFORD ROAD

SUITE 230

(Street)

PLEASANTVILLE

10570

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/11/2022

3. Issuer Name and Ticker or Trading Symbol
ENDI Corp. [ ENDI ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	2,400,000	D⁽¹⁾
Class B Common Stock⁽²⁾⁽³⁾	1,800,000	D⁽¹⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Class W-1 Warrants (right to buy)⁽²⁾⁽³⁾	08/11/2022	08/11/2027	Class A Common Stock	1,800,000	$8	D⁽¹⁾
Class W-2 Warrants (right to buy)	08/11/2022	08/11/2027	Class A Common Stock	250,000	$8	D⁽¹⁾

Explanation of Responses:

1. The units of Cohanzick Management, LLC ("Cohanzick") are owned as follows: David Sherman owns 75.9764 units (71%); The David K. Sherman 1997 Family Trust owns 17.1524 units (16%); and the balance of the units are owned by certain employees of Cohanzick and other parties.

2. Outstanding shares of the Issuer's Class B Common Stock shall be redeemed by the Issuer on a one-for-one basis for each share of the Issuer's Class A Common Stock issued upon the exercise of any Class W-1 Warrant. Each Class W-1 Warrant shall be automatically exercised on a "cashless" basis if not fully exercised prior to the expiration date, or August 11, 2027. Any shares of the Issuer's Class B Common Stock outstanding as of August 11, 2027 shall be redeemed by the Issuer pursuant to the terms of that certain Stockholder Agreement dated as of August 11, 2022 by and between the Issuer and Cohanzick. As such, the Reporting Person may not simultaneously vote both the Issuer's Class B Common Stock and the shares of Class A Common Stock underlying the Class W-1 Warrant at any given time.

3. The Class B Common Stock only has voting rights and no economic rights. Accordingly, holders of the Issuer's Class B Common Stock are not entitled to receive any dividends or other distributions in cash, property, or shares of stock and will not be entitled to receive any assets of the Issuer in the event of any liquidation, dissolution or winding up of the Issuer's affairs.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	/s/ David Sherman as Attorney-In-Fact for Cohanzick Management, LLC	08/22/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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