Sec Form 3 Filing - Cohanzick Management, LLC @ ENDI Corp. - 2022-08-11

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 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 2. Issuer Name and Ticker or Trading Symbol ENDI Corp. [ ENDI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 427 BEDFORD ROAD, SUITE 230 3. Date of Earliest Transaction (MM/DD/YY) 08/11/2022 (Street) PLEASANTVILLE, NY10570 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class A Common Stock 2,400,000 D( 1 ) Class B Common Stock( 2 )( 3 ) 1,800,000 D( 1 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Class W-1 Warrants (right to buy)( 2 )( 3 ) $ 8 08/11/2022 08/11/2027 Class A Common Stock 1,800,000 D( 1 ) Class W-2 Warrants (right to buy) $ 8 08/11/2022 08/11/2027 Class A Common Stock 250,000 D( 1 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Cohanzick Management, LLC 427 BEDFORD ROAD SUITE 230 PLEASANTVILLE, NY10570 X Signatures /s/ David Sherman as Attorney-In-Fact for Cohanzick Management, LLC 08/22/2022 Signature of Reporting Person Date

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

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 4(b)(v).

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