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STOCKHOLDERS’ EQUITY
6 Months Ended
Jun. 30, 2023
Equity [Abstract]  
STOCKHOLDERS’ EQUITY

NOTE 10. STOCKHOLDERS’ EQUITY

 

Classes of Shares

 

As of June 30, 2023, the Company’s Certificate of Incorporation authorizes the issuance of an aggregate of 17,800,000 shares of capital stock of the Company consisting of 14,000,000 authorized shares of Class A Common Stock, par value of $0.0001 per share, 1,800,000 authorized shares of Class B Common Stock, par value of $0.0001 per share, and 2,000,000 shares of preferred stock, par value of $0.0001 per share (“Preferred Stock”).

 

 

Class A Common Stock

 

As of June 30, 2023, 5,452,383 shares of the Company’s Class A Common Stock were issued and outstanding.

 

Holders of the Company’s Class A Common Stock are entitled to one vote per share on all matters on which stockholders of the Company generally or holders of the Company’s Class A Common Stock as a separate class are entitled to vote. However, holders of the Company’s Class A Common Stock will have no voting power as to any amendment to Company’s Certificate of Incorporation relating solely to the terms of any outstanding series of ENDI Corp. Preferred Stock if the holders of such affected series are entitled, either separately or together with the holders of one or more other such series, to vote thereon pursuant to the Company’s Certificate of Incorporation or pursuant to the Delaware General Corporation Law (“DGCL”).

 

Subject to applicable law and the rights, if any, of the holders of any outstanding series of Preferred Stock or any other outstanding class or series of stock of the Company, having a preference over or the right to participate with the Class A Common Stock with respect to the payment of dividends and other distributions in cash, property or shares of stock of the Company, holders of the Company’s Class A Common Stock are entitled to receive such dividends and other distributions in cash, property or shares of ENDI Corp. stock when, as and if declared thereon by the Company’s board of directors from assets or funds legally available therefor. Upon a liquidation, dissolution or winding up of the Company’s affairs, after payment or provision for payment of the debts and other liabilities of the Company and of the preferential and other amounts, if any, to which the holders of ENDI Corp. Preferred Stock shall be entitled, the holders of all outstanding shares of ENDI Corp.’s Class A Common Stock will be entitled to receive, on a pro rata basis, the remaining assets of the Company available for distribution ratably in proportion to the number of shares held by each such stockholder.

 

Class B Common Stock

 

As of June 30, 2023, 1,800,000 shares of the Company’s Class B Common Stock were issued and outstanding.

 

Holders of the Company’s Class B Common Stock are entitled to one vote per share on all matters on which stockholders of the Company generally or holders of Company’s Class B Common Stock as a separate class are entitled to vote. However, holders of the Company’s Class B Common Stock will have no voting power as to any amendment to the Company’s Certificate of Incorporation relating solely to the terms of any outstanding series of Preferred Stock if the holders of such affected series are entitled, either separately or together with the holders of one or more other such series, to vote thereon pursuant to the Company’s Certificate of Incorporation or pursuant to the DGCL. The holders of ENDI Corp.’s Class B Common Stock are not entitled to receive any dividends or other distributions in cash, property, or shares of the Company’s stock and will not be entitled to receive any assets of ENDI Corp. in the event of any liquidation, dissolution, or winding up of the Company’s affairs.

 

Preferred Stock

 

As of June 30, 2023, the Company had no issued shares of Preferred Stock.

 

The voting, dividend, distribution, and any other rights of holders of any series of the Company’s Preferred Stock will be as described in the applicable Certificate of Designation designating such series of Preferred Stock.