United States securities and exchange commission logo
May 23, 2022
Alea A. Kleinhammer
Chief Financial Officer
ENDI Corp.
1806 Summit Ave, Ste 300
Richmond, VA 23230
Re: ENDI Corp.
Amendment No. 2 to
Registration
Statement on Form S-4
Filed May 9, 2022
File No. 333-262505
Dear Ms. Kleinhammer:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our April
18, 2022 letter.
Amendment No. 2 to Registration Statement on Form S-4
What equity stake will current ENDI stockholders, officers, directors,
and the CBA Member
have in New Parent?, page 5
1. Refer to your response
to comment 11. Please revise the first column of the table here and
the organizational
chart on page 10 to clearly disclose both the voting and economic
percentages of each
group.
The Business Combination
Background of the Business Combination, page 29
2. Refer to your response
to comment 18. Please revise the Background of the Business
Alea A. Kleinhammer
ENDI Corp.
May 23, 2022
Page 2
Combination section to disclose the valuation of ENDI and CBA and
expand your
disclosure related to the negotiations regarding the consideration and
ancillary
agreements, including the Voting Agreement, the Stockholder Agreement,
David
Sherman s employment agreement, the Services Agreement and the
Additional Purchase
Subscription Agreement, so that investors understand how the
consideration and the terms
of the ancillary agreements were negotiated and eventually agreed
upon.
ENDI's Reasons for the Business Combination; Recommendation of the Board of
Directors, page
34
3. Refer to your response to comment 8. Please revise here and in your
questions and
answers sections to clarify why the board of directors considered New
Parent's
management structure and ownership structure immediately following the
Business
Combination to be beneficial, including the reasons why the Enterprise
Diversified board
of directors considered (i) the CBA's ability to elect a majority of
the board to be
beneficial to the shareholders of Enterprise Diversified and (ii) the
employment agreement
with David Sherman to be beneficial to Enterprise Diversified.
Opinion of Financial Advisor
Financial Analysis
Valuation of CBA, page 36
4. We note your response to comment 20. Please revise to include the
financial projections
provided to Empire from CBA. In this regard, we note that you have
provided a summary
of the financial projections.
5. Refer to your response to comment 21. Please revise this disclosure to
clarify the
projection period for each of the total assets under management, total
revenue from
existing funds, total revenue from future funds, pre-tax income from
existing funds and
pretax income from future funds.
Market Approach, page 37
6. Refer to your response to comment 21. Please revise to disclose
quantitative information
regarding the multiples used in the analysis, for example the minimum,
mean, median and
maximum for the EV to trailing-twelve month AUM, EV to projected 2022
EBITDA and
EV to projected 2023 EBITDA.
Reasonableness Test, page 37
7. Refer to your response to comment 21. Please disclose the closing dates
and the merger
FirstName LastNameAlea A. Kleinhammer
parties of the Guideline Transactions used for these analyses as well as
any omitted
Comapany NameENDI
transactions. Corp. please disclose the enterprise values calculated
in the analysis of
In addition,
May 23,implied multiples.
2022 Page 2
FirstName LastName
Alea A. Kleinhammer
FirstName
ENDI Corp.LastNameAlea A. Kleinhammer
Comapany
May NameENDI Corp.
23, 2022
May 23,
Page 3 2022 Page 3
FirstName LastName
Valuation of Merger Consideration, page 37
8. Refer to your response to comment 21. Please disclose the "various
VWAP
calculations" and how Empire used those to determine the total fair
market value of the
consideration available to CBA. Also, state, if true, that this does
not include the value of
the Class B Shares and Warrants, and disclose the fair market value of
the consideration
of the Class A Shares to be issued and the warrants to be issued. To
the extent that there
are no calculations that include the value of the Class B Shares,
please disclose.
Assets Under Management, page 76
9. Refer to your response to comment 24. Please revise to identify the
material investment
strategies/funds for which you do not include benchmark or performance
information and
disclose information similar to that included in the response to
explain why this
information is not disclosed.
You may contact Michael Volley at 202-551-3437 or Amit Pande,
Accounting Branch
Chief, at 202-551-3423 if you have questions regarding comments on the
financial statements
and related matters. Please contact Sonia Bednarowski at 202-551-3666 or John
Dana Brown at
202-551-3859 with any other questions.
Sincerely,
Division of
Corporation Finance
Office of
Finance
cc: Matthew Mamak