ENDI — what changed in the latest 10-K

Text added vs the prior filing · source: 10-K · 2024-04-01

• As previously disclosed on our Current Report on Form 8-K filed on January 12, 2024, we have filed a Form 15 certifying the deregistration of our Class A common stock under Section 12(6) of the Exchange Act and suspension of our duty to file reports under Sections 13 and 15(d) of the Exchange Act.

• CrossingBridge Advisors, LLC (“CBA”) was formed as a limited liability company on December 23, 2016, under the laws of the State of Delaware. CBA derives its revenue and net income from investment advisory services. CBA is a registered investment adviser under the Investment Advisers Act of 1940, as…

• On November 18, 2022, CBA entered into a Purchase and Assignment and Assumption Agreement, as amended on December 28, 2022 with RiverPark Advisors, LLC and Cohanzick (as amended, the “RiverPark Agreement”) pursuant to which RiverPark Advisors, LLC intended to sell to CBA certain assets and CBA inten…

• On the Closing Date, CrossingBridge entered into a Services Agreement (the “Services Agreement”) with Cohanzick pursuant to which CrossingBridge will make available to Cohanzick certain of its employees to provide investment advisory, portfolio management and other services to Cohanzick and, through…

• On October 23, 2023, CrossingBridge Advisors launched a UCITS fund, the CrossingBridge Low Duration High Income Fund (the “CB UCITS Fund”), as a global expansion of CrossingBridge’s product offering. The CB UCITS Fund was launched as a sub-Fund within the Universal Investment Ireland UCITS Platform …

Text removed vs the prior filing · source: 10-K · 2023-03-30

• On the Closing Date, the Company entered into a voting agreement (the “Voting Agreement”) with Cohanzick and Steven Kiel and Arquitos Capital Offshore Master, Ltd., in their capacity as the voting party (the “Voting Party”), pursuant to which the Voting Party shall vote all of its securities of the …

• On the Closing Date, the Company entered into a stockholder agreement (the “Stockholder Agreement”) with Cohanzick pursuant to which, from and after the date that the holders of the Company’s Class B Common Stock, par value $0.0001 per share (“Class B Common Stock”), are no longer entitled to elect …

• Pursuant to the Stockholder Agreement, upon the exercise of any Class W-1 Warrant to purchase shares of the Company’s Class A Common Stock (“Class W-1 Warrant” or “W-1 Warrant”) by any Class W-1 Warrant holder, the Company shall redeem the number of shares of the Company’s Class B Common Stock (on a…

• On the Closing Date, the Company entered into a registration rights agreement (as amended, the “RRA”) with Cohanzick and certain holders of the Company’s securities (the “Holders”) pursuant to which the Company shall prepare and file or cause to be prepared and filed with the Securities and Exchange…

• On the Closing Date, CrossingBridge entered into a Services Agreement (the “Services Agreement”) with Cohanzick pursuant to which CrossingBridge will make available to Cohanzick certain of its employees to provide investment advisory, portfolio management and other services to Cohanzick and, through…

Text added vs the prior filing · source: 10-K · 2024-04-01

• The Company is not required to provide the information required by this Item as it is a “smaller reporting company,” as defined in Rule 12b-2 of the Exchange Act.

• The Company’s cybersecurity program has direct involvement from senior management and all employees. Our business operations and relationships with our customers are reliant on technology, and any failure or disruption in our technological systems could have significant negative impacts on our busin…

• We monitor our information systems for cybersecurity incidents, assess and identify any perceived risks and/or vulnerabilities, and escalate incidents according to Company procedures. Incidents classified to a level that may significantly impact the Company are escalated to senior management for mon…

• Each operating segment oversees and manages their own risk monitoring and mitigation processes in order to ensure segment-specific risks are properly identified and addressed. Operating segments regularly collaborate to facilitate the risk monitoring and mitigation processes and to ensure the polici…

• Our executive officers report material cybersecurity incidents to the Board of Directors. Management provides cyber related legal, regulatory, compliance, risk, and relevant industry and internal threat updates to the Board of Directors as needed. The updates provide information regarding the state …

Text removed vs the prior filing · source: 10-K · 2023-03-30

• We may experience difficulties, unexpected costs and delays in integrating the businesses of CBA and Enterprise Diversified and may not realize synergies, efficiencies or cost savings from the Business Combination.

• CBA and Enterprise Diversified operated independently prior to the consummation of the Business Combination. Our success depends in large part on our ability to integrate the two companies’ businesses, business models and cultures. In particular, asset management businesses such as Enterprise Divers…

• the necessity of coordinating geographically disparate organizations and addressing possible differences in corporate and regional cultures and management philosophies;

• retaining personnel from different companies and integrating them into a new business culture while maintaining their focus on providing consistent, high-quality client service;

• integrating accounting systems and adjusting internal controls to cover operations; and

Text added vs the prior filing · source: 10-K · 2024-04-01

• The lawsuit was tried to a jury in the Circuit Court for the City of Lynchburg (Lynchburg, Virginia) in September 2023, and the jury returned a unanimous verdict in favor of Enterprise Diversified and against Frank Erhartic, Jr. On September 25, 2023, the Court entered a civil judgment in favor of E…

• On November 27, 2023, Enterprise Diversified initiated a civil action in Nevada to domesticate the Judgment to execute on the Former CEO’s stock in Enterprise Diversified. Following a statutorily required stay of execution, on February 13, 2024, Enterprise Diversified filed a request with the court …

Text added vs the prior filing · source: 10-K · 2024-04-01

• On January 12, 2024, we filed a Form 15 certifying the deregistration of our Class A common stock under Section 12(6) of the Exchange Act and suspension of our duty to file reports under Sections 13 and 15(d) of the Exchange Act.

• Stockholders’ equity increased from $20,382,693 at December 31, 2022 to $23,113,090 at December 31, 2023. This change was primarily attributed to net income earned by the Company’s operating segments during the current year. During the year ended December 31, 2023, the CrossingBridge operations segm…

• This section provides an overview of changes in our assets, liabilities, and stockholders’ equity and should be read together with our consolidated financial statements, including the accompanying notes to the financial statements included elsewhere in this Annual Report on Form 10-K. The table belo…

• Investment in limited partnership, at net asset value 348,815 -

• Investment in special purpose acquisition company, at cost 250,250 -

Text removed vs the prior filing · source: 10-K · 2023-03-30

• Stockholders’ equity increased from $591,909 at December 31, 2021 to $20,382,693 at December 31, 2022. This change was primarily attributed to transactions that occurred as part of the Business Combination, which represented an increase of additional paid in capital of $20,217,472. This change was a…

• This section provides an overview of changes in our assets, liabilities, and equity and should be read together with our accompanying consolidated financial statements, including the accompanying notes to the financial statements included elsewhere in this Annual Report on Form 10-K. The table below…

• As of the year ended December 31, 2022, the Company reported an increase in cash and cash equivalents of approximately $9.4 million, an increase in investments in securities at fair value of approximately $3.6 million, a combined increase in net intangible assets and goodwill of approximately $2.0 m…

• Revenue attributed to the CrossingBridge operations segment for the year ended December 31, 2022 was $7,271,332, representing an increase of $2,984,247 compared to the year ended December 31, 2021. This increase was primarily due to a corresponding increase in the AUM of CrossingBridge’s advised fun…

• Compensation and related costs are typically comprised of salaries, bonuses, and benefits. Salary compensation and bonuses are generally the largest expenses for the CBA segment. Bonuses are subjective and based on individual performance, the underlying funds’ performance, and profitability of the f…