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): ~~August~~November 3118, 2022

ENDI CORP.

(Exact name of registrant as specified in its charter)

Delaware	000-56469	87-4284605
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2400 Old Brick Rd., Suite 115
Glen Allen, VA		23060
(Address of principal executive offices)		(Zip Code)

(434) 336-7737

(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: None

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

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 1.01 Entry into a Material Definitive Agreement.

On ~~August~~November 3118, 2022, CrossingBridge Advisors, LLC (“CrossingBridge”), a wholly-owned subsidiary of ENDI Corp. (the “Company”) whose President and Portfolio Manager is David Sherman, the Chief Executive Officer and member of the board of directors of the Company, entered into a anPurchase ~~amendment~~and Assignment and Assumption Agreement (the “~~Amendment~~Agreement”) towith ~~the~~RiverPark ~~Registration~~Advisors, ~~Rights~~LLC ~~Agreement~~ (“~~RRA~~RiverPark”) ~~dated~~and ~~August~~Cohanzick 11Management, ~~2022~~LLC by(“Cohanzick”), ~~and~~a ~~among~~registered ~~the~~investment ~~Company,~~adviser ~~Cohanzick~~established ~~Management~~by David Sherman, ~~LLC~~pursuant ~~and~~to ~~the~~which ~~parties~~RiverPark ~~listed~~intends onto ~~the~~sell ~~signature~~to ~~page~~CrossingBridge ~~thereto.~~certain ~~Pursuant~~Assigned toAssets ~~the~~(as ~~Amendment,~~defined in the ~~parties~~Agreement) ~~extended~~and ~~the~~CrossingBridge ~~deadline~~intends byto ~~which~~assume ~~the~~certain ~~Company~~Assumed ~~shall~~Liabilities ~~prepare~~(as ~~and~~defined ~~file~~in orthe ~~cause~~Agreement), toincluding becertain ~~prepared~~rights and ~~filed~~responsibilities ~~with~~under the ~~Securities~~Advisory Agreement (as defined herein) and ~~Exchange~~the ~~Commission~~Expense aLimitation ~~registration~~Agreement ~~statement~~(as ~~under~~defined ~~the~~herein) ~~Securities~~relating ~~Act~~to the provision of ~~1933,~~investment asadvisory ~~amended,~~services ~~registering~~for ~~certain~~the ~~securities~~mutual fund known as ~~set~~RiverPark ~~forth~~Strategic inIncome ~~the~~Fund, ~~RRA~~subject to oncertain orterms ~~before~~and ~~May~~conditions 1,set ~~2023~~forth in the Agreement.

~~The~~Pursuant ~~foregoing~~to ~~description~~the ofAgreement, there is no consideration to be paid upon Closing (as defined in the ~~Amendment~~Agreement); ishowever, aif ~~summary~~the ~~only~~Closing occurs, ~~does~~CrossingBridge ~~not~~shall ~~purport~~pay an amount approximately equal to be50% ~~complete~~of ~~and~~the isFund’s ~~qualified~~management fees (as set forth in ~~its~~the ~~entirety~~Fund’s byprospectus) to RiverPark as advisor and Cohanzick as the ~~full~~sub-advisor ~~text~~for a period of ~~the~~three ~~Amendment~~years after Closing, aand ~~copy~~pay an amount approximately equal to 20% of ~~which~~the isFund’s ~~attached~~management ~~hereto~~fees in the fourth and fifth years after Closing as ~~Exhibit~~set 10forth in the Agreement.1 ~~and~~Notwithstanding isthe ~~incorporated~~foregoing, ~~herein~~certain byof ~~reference~~the amounts payable based on the Fund’s management fees pursuant to the Agreement during the first three years after the Closing shall be capped such that they are less than $1.3 million in the aggregate.

Pursuant to the Agreement, CrossingBridge will endeavor to procure the approval (the “RiverPark Stockholder Approval”) by vote of a majority of the outstanding voting securities of RiverPark Strategic Income Fund (the “Fund”) for it to assume (i) the advisory services role under that certain Amended and Restated Investment Advisory Agreement (the “Advisory Agreement”) dated February 14, 2012 by and between RiverPark and RiverPark Funds Trust (“RiverPark Trust”) pursuant to which RiverPark provides investment advisory services to the Fund and (ii) the Operating Expense Limitation Agreement (“Expense Limitation Agreement”) dated as of July 1, 2019 by and between RiverPark and RiverPark Trust. Furthermore, pursuant to the terms of the Agreement, if a Closing occurs, the parties to the Advisory Agreement and that certain Sub-Advisory Agreement dated as of August 1, 2012 by and among RiverPark, Cohanzick and the RiverPark Trust, on behalf of the Fund, have agreed to terminate such agreements upon such Closing, and to make CrossingBridge a party to the Expense Limitation Agreement. Pursuant to the Agreement, if the Closing does not occur prior to March 31, 2023, the Agreement shall terminate, unless otherwise mutually agreed upon by the parties.

The Agreement contains customary representations, warranties and agreements by the parties thereto and customary conditions to closing, including receipt of the RiverPark Stockholder Approval.

In connection with the Agreement, Cohanzick and CrossingBridge intend to enter into an agreement which shall prohibit Cohanzick from competing in a substantially similar strategic income strategy as an advisor or sub-advisor under the Investment Company Act of 1940, as amended, and Undertakings for the Collective Investment in Transferable Securities products.

Item 8.01 Other Events.

On November 23, 2022, CrossingBridge issued a press release with respect to the Agreement. A copy of the press release is attached as Exhibit 99.1 hereto and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

d) Exhibits

Exhibit No.		Description
10.1		Amendment to Registration Rights Agreement dated as of August 31, 2022 by and among the Company, Cohanzick Management, LLC and the parties listed on the signature page thereto
99.1		CrossingBridge press release dated November 23, 2022
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.

	ENDI CORP.
Date: August 31, 2022	/s/ David Sherman
Date: November 23, 2022	/s/ David Sherman
	David Sherman
	Chief Executive Officer

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