LIEN — what changed in the latest 10-Q

Text added vs the prior filing · source: 10-Q · 2026-08-13

• Proposed Merger with Chicago Atlantic Real Estate Finance, Inc.

• On June 17, 2026, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Chicago Atlantic Real Estate Finance, Inc. (“REFI”) and, for the limited purposes described therein, the Adviser and Chicago Atlantic REIT Manager, LLC (the “REFI Manager”), pursuant to which REFI will el…

• Time”). The Merger, which is subject to stockholder approvals, regulatory approvals, effectiveness of a Form N-14 registration statement and other customary conditions, is expected to close in the fourth quarter of 2026. See Note 14 to the financial statements.

• On May 11, 2026, the Company filed a registration statement on Form N-2 (the “Shelf Registration Statement”) with the U.S. Securities and Exchange Commission registering the offering, from time to time on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended…

• comprised of approximately $292.7 million in first lien, senior secured loans, approximately $37.5 million in senior secured notes, approximately $1.4 million in second lien, senior secured loans, and approximately $1.7 million in equity securities across thirty-nine portfolio companies.

Text removed vs the prior filing · source: 10-Q · 2026-05-14

• A summary of the composition of our investment portfolio at amortized cost and fair value as a percentage of total investments as of March 31, 2026 and December 31, 2025 are shown in the following tables.

• The following tables show the composition of our investment portfolio by geographic region of the United States at amortized cost and fair value as a percentage of total investments as of March 31, 2026 and December 31, 2025. The geographic composition is determined by the location of the headquarte…

• For the three months ended March 31, 2026 and 2025, total investment income was approximately $16.7 million and $11.9 million, respectively, which was attributable to approximately $2.1 million and $0.6 million of fee income related to commitment fees, success fees, amendment fees and administrative…

• Our operating expenses for the three months ended March 31, 2026 and 2025 are presented below:

• Realized gains or losses are measured by the difference between the net proceeds from the sale or redemption of an investment or a financial instrument and the amortized cost basis of the investment or financial instrument, without regard to unrealized appreciation or depreciation previously recogni…

Text added vs the prior filing · source: 10-Q · 2026-08-13

• the ability of the parties to consummate the proposed transactions that will result in Chicago Atlantic Real Estate Finance, Inc. (“REFI”) merging with and into the Company (the “Merger”) pursuant to an Agreement and Plan of Merger, dated June 17, 2026 (the “Merger Agreement”), by and among the Comp…

• the ability to realize the anticipated benefits of the Merger;

• the combined company’s plans, expectations, objectives and intentions as a result of the Merger;

• the actions of our shareholders or the shareholders of REFI with respect to the proposals submitted for their approval in connection with the Merger;

• the actions of the board of directors of REFI with respect to the approvals required for completion of the Merger under Rule 17a-8 of the Investment Company Act of 1940, as amended;

Text added vs the prior filing · source: 10-Q · 2026-08-13

• the ability of the parties to consummate the proposed transactions that will result in Chicago Atlantic Real Estate Finance, Inc. (“REFI”) merging with and into the Company (the “Merger”) pursuant to an Agreement and Plan of Merger, dated June 17, 2026 (the “Merger Agreement”), by and among the Comp…

• the ability to realize the anticipated benefits of the Merger;

• the combined company’s plans, expectations, objectives and intentions as a result of the Merger;

• the actions of our shareholders or the shareholders of REFI with respect to the proposals submitted for their approval in connection with the Merger;

• the actions of the board of directors of REFI with respect to the approvals required for completion of the Merger under Rule 17a-8 of the Investment Company Act of 1940, as amended;

Text added vs the prior filing · source: 10-Q · 2026-08-13

• the ability of the parties to consummate the proposed transactions that will result in Chicago Atlantic Real Estate Finance, Inc. (“REFI”) merging with and into the Company (the “Merger”) pursuant to an Agreement and Plan of Merger, dated June 17, 2026 (the “Merger Agreement”), by and among the Comp…

• the ability to realize the anticipated benefits of the Merger;

• the combined company’s plans, expectations, objectives and intentions as a result of the Merger;

• the actions of our shareholders or the shareholders of REFI with respect to the proposals submitted for their approval in connection with the Merger;

• the actions of the board of directors of REFI with respect to the approvals required for completion of the Merger under Rule 17a-8 of the Investment Company Act of 1940, as amended;

Text added vs the prior filing · source: 10-Q · 2026-08-13

• There have been no material changes during the six months ended June 30, 2026 to the risk factors discussed in “Item 1A. Risk Factors” in our annual report on Form 10-K for the fiscal year ended December 31, 2025. Except for the following related to the Merger:

• Sales of shares of our common stock after the completion of the Merger may cause the market price of our common stock to decline.

• At the Merger Effective Time, each share of REFI’s common stock issued and outstanding immediately prior to such time (other than shares owned by us or any of our consolidated subsidiaries), will be converted into the right to receive a number of shares of our common stock equal to the Exchange Rati…

• Former REFI shareholders may decide not to hold the shares of our common stock that they will receive pursuant to the Merger Agreement. Certain of REFI’s shareholders, such as funds with limitations on their permitted holdings of stock in individual issuers, may be required to sell the shares of our…

• Immediately prior to the date and time that REFI elects to be regulated as a BDC under the 1940 Act by filing a Form N-54 with the SEC (the “BDC Election Time”), any vesting conditions applicable to each outstanding share of REFI’s restricted stock will, automatically and without any required action…

Text removed vs the prior filing · source: 10-Q · 2026-05-14

• Except where the context suggests otherwise, the terms “we,” “us,” “our,” “the Company,” and “LIEN” refer to Chicago Atlantic BDC, Inc. In addition, the terms “Adviser,” “investment adviser” and “administrator” refer to Chicago Atlantic BDC Advisers, LLC, our external investment adviser and administ…

• Some of the statements in this quarterly report on Form 10-Q constitute forward-looking statements because they relate to future events or our future performance or financial condition. The forward-looking statements contained in this quarterly report on Form 10-Q may include statements as to:

• uncertainties related to the potential impact of tariff enactment and tax reductions, and the risk of recession or a shutdown of government services, which could impact our business prospects and the prospects of our portfolio companies;

• the ability of the Adviser to attract and retain highly talented professionals;

• our business prospects and the prospects of our portfolio companies;

Text added vs the prior filing · source: 10-Q · 2026-08-13

• the ability of the parties to consummate the proposed transactions that will result in Chicago Atlantic Real Estate Finance, Inc. (“REFI”) merging with and into the Company (the “Merger”) pursuant to an Agreement and Plan of Merger, dated June 17, 2026 (the “Merger Agreement”), by and among the Comp…

• the ability to realize the anticipated benefits of the Merger;

• the combined company’s plans, expectations, objectives and intentions as a result of the Merger;

• the actions of our shareholders or the shareholders of REFI with respect to the proposals submitted for their approval in connection with the Merger;

• the actions of the board of directors of REFI with respect to the approvals required for completion of the Merger under Rule 17a-8 of the Investment Company Act of 1940, as amended;