425 1 dp211040_425.htm FORM 425

Filed by Silver Spike Investment Corp.

pursuant to Rule 425 under the Securities Act of 1933

and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934

Subject Company: Chicago Atlantic Loan Portfolio, LLC

Silver Spike Investment Corp. Reports First Quarter 2024 Financial Results and Announces Cash Dividend of $0.25 Per Share

NEW YORK, May 9, 2024 (GLOBE NEWSWIRE) --- Silver Spike Investment Corp. (“SSIC” or the “Company”) (NASDAQ: SSIC), a specialty finance company that has elected to be regulated as a business development company, today announced its financial results for the first quarter ended March 31, 2024.

Quarter Ended 3/31/24 Highlights

Total investment income of $2.8 million

Net investment income (loss) of $(0.1) million, or $(0.01) per share

Investment portfolio of $54.8 million at fair value

Net asset value (“NAV”) per share decreased from $13.77 on December 31, 2023 to $13.60 on March 31, 2024

A cash dividend of $0.25 per share was declared. The dividend is payable on June 28, 2024 to stockholders of record on June 20, 2024.

Scott Gordon, Chairman and Chief Executive Officer of the Company, commented “It was recently reported that the U.S. Drug Enforcement Administration (“DEA”) is moving to reclassify cannabis to a Schedule III substance under the Controlled Substances Act, a potential historic shift in federal regulation of the cannabis industry. Although timing is uncertain, this shift would be a major step forward for the cannabis industry and should have a positive impact on cash flow for cannabis operators, as they would no longer be subject to Section 280E of the Internal Revenue Code, which prohibits the taking of deductions for businesses that engage in trafficking of controlled substances listed in Schedule I or Schedule II. Based on this news and an expected acceleration in refinancings, we anticipate an increase in cannabis capital markets activity in the second half of 2024. We believe that we will have the ability to deploy capital to new portfolio companies with favorable risk/reward characteristics for the foreseeable future, as the demand for capital will outweigh the supply.”

Loan Portfolio Acquisition Agreement

On February 20, 2024, the Company announced that it entered into a definitive agreement to purchase from Chicago Atlantic Loan Portfolio, LLC (“CALP”) a portfolio of loans (the “CALP Loan Portfolio”) in exchange for newly issued shares of the Company’s common stock, subject to certain customary closing conditions (the “Loan Portfolio Acquisition”). On April 15, 2024, the Company filed a registration statement on Form N-14 in connection with the Loan Portfolio Acquisition with the Securities and Exchange Commission (the “SEC”).

Results of Operations

For the three months ended March 31, 2024, total investment income was $2.8 million. This compares to total expenses of $2.9 million, which includes $2.1 million of expenses related to the Loan Portfolio Acquisition, resulting in net investment income (loss) of $(0.1) million, or $(0.01) per share.

The Company recorded a net unrealized gain of $0.6 million during the quarter ended March 31, 2024, primarily related to the fair valuation of our debt investments. The Company generated a net increase in net assets from operations of $0.5 million, or $0.08 per share.

Net Asset Value

As of March 31, 2024, NAV per share decreased to $13.60, compared to $13.77 as of December 31, 2023. The decrease in NAV per share was primarily driven by dividend payments. Total net assets as of March 31, 2024 were $84.5 million, compared to $85.6 million as of December 31, 2023.

Portfolio and Investment Activity

As of March 31, 2024, the Company’s investment portfolio had an aggregate fair value of $54.8 million, comprising $46.6 million in secured loans in three portfolio companies and $8.2 million in secured notes in two portfolio companies.

During the quarter ended March 31, 2024, the Company made no investments.

As of March 31, 2024, there were no loans on non-accrual status.

Liquidity and Capital Resources

As of March 31, 2024, the Company had $33.2 million in available liquidity, comprising $33.2 million in cash equivalents.

Dividend

The Company’s Board of Directors declared a cash dividend of $0.25 per share.

The following are the key dates for the dividend:

Record Date	June 20, 2024
Payment Date	June 28, 2024

The Company has adopted a dividend reinvestment plan (“DRIP”) that provides for reinvestment of dividends on behalf of its stockholders, unless a stockholder elects to receive cash. As a result, when the Company declares a cash dividend, stockholders who have not “opted out” of the DRIP in accordance with the terms of the DRIP and the procedures of their broker or other financial intermediary will have their cash dividends automatically reinvested in additional shares of the Company’s common stock. A stockholder whose shares are held by a broker or other financial intermediary should contact their broker or other financial intermediary as soon as possible in order to determine the time by which the stockholder must take action in order to receive dividends in cash.

Conference Call

The Company will host a conference call and webcast to discuss the Company's first quarter 2024 financial results at 8:00 a.m. Eastern Time on Friday, May 10, 2024. Participants may register for the call here. A live webcast of the call will also be available on the Company’s website at ssic.silverspikecap.com.

The presentation to be used in connection with the conference call and webcast will be available at ssic.silverspikecap.com.

A replay of the call will be available at ssic.silverspikecap.com by end of day May 10, 2024.

About Silver Spike Investment Corp.

The Company is a specialty finance company that has elected to be regulated as a business development company under the Investment Company Act of 1940, as amended, and has elected to be treated as a regulated investment company for U.S. federal income tax purposes. The Company’s investment objective is to maximize risk-adjusted returns on equity for its shareholders by investing primarily in direct loans to privately held middle-market companies, with a focus on cannabis companies and other companies in the health and wellness sector. The Company is managed by Silver Spike Capital, LLC, an investment manager focused on the cannabis and alternative health and wellness industries. For more information, please visit ssic.silverspikecap.com.

Forward-Looking Statements

Some of the statements in this communication constitute forward-looking statements because they relate to future events, future performance or financial condition of the Company or the Loan Portfolio Acquisition. The forward-looking statements may include statements as to: future operating results of the Company and distribution projections; business prospects of the Company and the prospects of its portfolio companies; and the impact of the investments that the Company expects to make. In addition, words such as “may,” “might,” “will,” “intend,” “should,” “could,” “can,” “would,” “expect,” “believe,” “estimate,” “anticipate,” “predict,” “potential,” “plan” or similar words indicate forward-looking statements, although not all forward-looking statements include these words. The forward-looking statements contained in this communication involve risks and uncertainties. Certain factors could cause actual results and conditions to differ materially from those projected, including the uncertainties associated with (i) the timing or likelihood of the Loan Portfolio Acquisition closing; (ii) the ability to realize the anticipated benefits of the Loan Portfolio Acquisition; (iii) the percentage of Company stockholders voting in favor of the proposals submitted for their approval; (iv) the possibility that competing offers or acquisition proposals will be made; (v) the possibility that any or all of the various conditions to the consummation of the Loan Portfolio Acquisition may not be satisfied or waived; (vi) risks related to diverting management’s attention from ongoing business operations; (vii) the risk that stockholder litigation in connection with the Loan Portfolio Acquisition may result in significant costs of defense and liability; (viii) changes in the economy, financial markets and political environment, including the impacts of inflation and rising interest rates; (ix) risks associated with possible disruption in the operations of the Company or the economy generally due to terrorism, war or other geopolitical conflict (including the current conflict between Russia and Ukraine), natural disasters or global health pandemics, such as the COVID-19 pandemic; (x) future changes in laws or regulations (including the interpretation of these laws and regulations by regulatory authorities); (xi) changes in political, economic or industry conditions, the interest rate environment or conditions affecting the financial and capital markets that could result in changes to the value of the Company’s assets; (xii) elevating levels of inflation, and its impact on the Company, on its portfolio companies and on the industries in which it invests; (xiii) the Company’s plans, expectations, objectives and intentions, as a result of the Loan Portfolio Acquisition; (xiv) the future operating results and net investment income projections of the Company; (xv) the ability of Silver Spike Capital, LLC (the “Adviser”) to locate suitable investments for the Company and to monitor and administer its investments; (xvi) the ability of the Adviser or its affiliates to attract and retain highly talented professionals; (xvii) the business prospects of the Company and the prospects of its portfolio companies; (xviii) the impact of the investments that the Company expects to make; (xix) the expected financings and investments and additional leverage that the Company may seek to incur in the future; (xx) conditions in the Company’s operating areas, particularly with respect to business development companies or regulated investment companies; (xxi) the ability of CALP to obtain the necessary consents for, or otherwise identify and obtain additional loans for including in the CALP Loan Portfolio; (xxii) the regulatory requirements applicable to the transaction and any changes to the transaction necessary to comply with such requirements; (xxiii) the satisfaction or waiver of the conditions to the consummation of the transaction, and the possibility in that in connection that the closing will not occur or that it will be significantly delayed; (xxiv) the realization generally of the anticipated benefits of the Loan Portfolio Acquisition and the possibility that the Company will not realize those benefits, in part or at all; (xxv) the performance of the loans included in the CALP Loan Portfolio, and the possibility of defects or deficiencies in such loans notwithstanding the diligence performed by the Company and its advisors; (xxvi) the ability of the Company to realize cost savings and other management efficiencies in connection with the transaction as anticipated; (xxvii) the reaction of the trading markets to the transaction and the possibility that a more liquid market or more extensive analyst coverage will not develop for the Company as anticipated; (xxviii) the reaction of the financial markets to the transaction and the possibility that the Company will not be able to raise capital as anticipated; (xxix) the diversion of management’s attention from the Company’s ongoing business operations; (xxx) the risk of stockholder litigation in connection with the transaction; (xxxi) the strategic, business, economic, financial, political and governmental risks and other risk factors affecting the business of the Company and the companies in which it is invested as described in the Company’s public filings with the SEC and (xxxii) other considerations that may be disclosed from time to time in the Company’s publicly disseminated documents and filings. The Company has based the forward-looking statements included in this communication on information available to it on the date of this communication, and it assumes no obligation to update any such forward-looking statements. Although the Company undertakes no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that the Company may make directly to you or through reports that the Company in the future may file with the SEC, including the Proxy Statement/Prospectus, annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K.

Additional Information and Where to Find It

This communication relates to a proposed business combination involving the Company and CALP, along with the related proposals for which stockholder approval will be sought. In connection with the proposals, the Company has filed relevant materials with the SEC, including a registration statement on Form N-14, which includes a proxy statement and a prospectus of the Company (the “Proxy Statement/Prospectus”). This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. STOCKHOLDERS OF THE COMPANY ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS, AND OTHER DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, THE LOAN PORTFOLIO ACQUISITION AND THE PROPOSALS. Investors and security holders are able to obtain the documents filed with the SEC free of charge at the SEC’s website, www.sec.gov, or from the Company’s website at ssic.silverspikecap.com.

Participants in the Solicitation

The Company and its directors, executive officers and certain other members of management and employees of the Adviser and its affiliates may be deemed to be participants in the solicitation of proxies from the stockholders of the Company in connection with the Loan Portfolio Acquisition. Information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of the Company stockholders in connection with the Loan Portfolio Acquisition is contained in the Proxy Statement/Prospectus and other relevant materials filed with the SEC. This document may be obtained free of charge from the sources indicated above.

No Offer or Solicitation

This communication is not, and under no circumstances is it to be construed as, a prospectus or an advertisement and the communication is not, and under no circumstances is it to be construed as, an offer to sell or a solicitation of an offer to purchase any securities in the Company or in any fund or other investment vehicle managed by the Adviser or any of its affiliates.

Contacts

Investors:

Bill Healy
Bill@silverspikecap.com

212-905-4933

SILVER SPIKE INVESTMENT CORP.

Statements of Assets and Liabilities

	March 31, 2024			December 31, 2023
	(unaudited)
ASSETS
Investments at fair value:
Non-control/non-affiliate investments at fair value (amortized cost of $53,602,697 and $53,471,317, respectively)	$	54,851,000		$	54,120,000

Cash and cash equivalents		33,160,294			32,611,635
Interest receivable		1,675,075			1,755,360
Deferred offering costs		333,320			-
Prepaid expenses		261,473			39,276
Other assets		69,913			50,000
Total assets		90,351,075			88,576,271

LIABILITIES
Transaction fees payable related to the Loan Portfolio Acquisition		2,712,577			711,264
Income-based incentive fees payable		1,511,253			1,511,253
Due to custodian		468,829			-
Offering costs payable		332,564			-
Management fee payable		246,131			257,121
Capital gains incentive fees payable		207,507			87,583
Audit fees payable		136,623			123,998
Administrator fees payable		107,075			86,463
Legal fees payable		71,660			84,824
Other payables		16,676			13,822
Professional fees payable		11,750			17,233
Valuation fees payable		9,405			24,675
Directors fees payable		258			94,760
Distributions payable		-			2
Excise tax payable		-			10,655
Total liabilities		5,832,308			3,023,653

Commitments and contingencies		-			-

NET ASSETS
Common Stock, $0.01 par value, 100,000,000 shares authorized, 6,214,949 and 6,214,941 shares issued and outstanding, respectively		62,149			62,149
Additional paid-in-capital		85,030,601			85,041,203
Distributable earnings (Accumulated losses)		(573,983	)		449,266
Total net assets	$	84,518,767		$	85,552,618
NET ASSET VALUE PER SHARE	$	13.60		$	13.77

SILVER SPIKE INVESTMENT CORP.

Statements of Operations

	For the three months ended
	March 31, 2024			March 31, 2023
INVESTMENT INCOME
Non-control/non-affiliate investment income
Interest income	$	2,726,497		$	2,457,839
Fee income		33,750			-
Total investment income		2,760,247			2,457,839

EXPENSES
Transaction expenses related to the Loan Portfolio Acquisition		2,106,050			-
Management fee		246,131			238,419
Capital gains incentive fees		119,924			142,602
Audit expense		106,625			97,883
Administrator fees		98,456			77,844
Insurance expense		66,279			69,082
Legal expenses		58,051			98,760
Other expenses		19,191			19,504
Custodian fees		11,850			12,000
Director expenses		5,526			35,944
Valuation fees		1,973			73,065
Income-based incentive fees		-			203,821
Professional fees		-			18,192
Total expenses		2,840,056			1,087,116

NET INVESTMENT INCOME (LOSS)		(79,809	)		1,370,723

NET REALIZED GAIN (LOSS) FROM INVESTMENTS
Non-controlled/non-affiliate investments		-			-
Net realized gain (loss) from investments		-			-

NET CHANGE IN UNREALIZED APPRECIATION (DEPRECIATION) FROM INVESTMENTS
Non-controlled/non-affiliate investments		599,620			986,357
Net change in unrealized appreciation (depreciation) from investments		599,620			986,357
Net realized and unrealized gains (losses)		599,620			986,357

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	519,811		$	2,357,080

NET INVESTMENT INCOME (LOSS) PER SHARE — BASIC AND DILUTED	$	(0.01	)	$	0.22
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS PER SHARE — BASIC AND DILUTED	$	0.08		$	0.38
WEIGHTED AVERAGE SHARES OUTSTANDING — BASIC AND DILUTED		6,214,941			6,214,672

SEC Form 425 filed by Silver Spike Investment Corp.