Item 1.01 Entry into a Material Definitive Agreement.

In connection with the closing of the business combination previously disclosed by ENDI Corp. (the "Company"), on August 18, 2022, the Company entered into Securities Purchase Agreements (the "SPAs") with certain accredited investors

pursuant to which it sold an aggregate of 405,000 shares (the "Shares") of its Class A Common Stock, par value $0.0001 per share (the "Class A Common Stock"), for aggregate gross proceeds of $2,174,445. Each Share of Class A Common Stock was sold at an offering price of $5.369 per Share.

The foregoing description of the SPAs is not complete and is qualified in its entirety by reference to the full text of the form of SPA, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 3.02 Unregistered Sales of Equity Securities.

Reference is made to the disclosure under Item 1.01 above which is incorporated by reference into this Item 3.02.

The Shares of Class A Common Stock have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any state and are being offered and sold in reliance on the exemption from registration under the Securities Act afforded by Section 4(a)(2) and Rule 506 promulgated thereunder.

Item 9.01 Financial Statements and Exhibits.



(d) Exhibits

Exhibit No.   Description
   10.1         Form of Securities Purchase
              Agreement dated August 18, 2022
    104       Cover Page Interactive Data File
              (embedded within the Inline XBRL
              document)

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