Form SC 13D/A - General Statement of Acquisition of Beneficial Ownership: [Amend]
October 15 2024 - 5:18AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 1)*
Under the Securities Exchange
Act of 1934
Chicago Atlantic BDC, Inc.
(Name
of Issuer)
Common Stock, $0.01 par
value per share
(Title of Class of Securities)
828174102
(CUSIP Number)
Chicago Atlantic Loan Portfolio, LLC
Attention: Legal Department
420 N. Wabash Avenue, Suite 500
Chicago, IL 60611
(312) 809-7002
(Name,
Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
October 9, 2024
(Date
of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement
on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box: ☐
* | The remainder of this cover page shall be filled out for
a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this
cover page shall not be deemed to be “filed” for the purpose of section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
SCHEDULE 13D
1 |
NAME
OF REPORTING PERSONS
Chicago
atlantic Loan Portfolio, llc
|
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐ |
3 |
SEC
USE ONLY
|
4 |
SOURCE OF FUNDS
OO
|
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ |
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE
VOTING POWER
14,338,594
|
8 |
SHARED
VOTING POWER
0
|
9 |
SOLE
DISPOSITIVE POWER
14,338,594
|
10 |
SHARED
DISPOSITIVE POWER
0
|
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,338,594
|
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
62.83%
|
14 |
TYPE
OF REPORTING PERSON
OO
|
Explanatory Note
This Amendment No. 1 (“Amendment No. 1”) to Schedule 13D
relates to the shares of common stock of Chicago Atlantic BDC, Inc. (the “Issuer”), and amends and supplements the initial
statement on Schedule 13D filed on October 11, 2024 (as amended, the “Schedule 13D”). Except as specifically provided herein,
this Amendment No. 1 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used but not defined
in this Amendment No. 1 shall have the same meanings ascribed to them in the Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of this Schedule 13D is hereby amended and
supplemented as follows:
On October 9, 2024, the Reporting Person distributed
1,510,593 shares of the Issuer’s restricted common stock to certain of its members. As of October 9, 2024, the Reporting Person
was the beneficial owner of 14,338,594 shares of the Issuer’s common stock.
Item 4. Purpose of Transaction.
Item 4 of this Schedule 13D is hereby amended and
supplemented as follows:
The Reporting Person has no present plans, proposals
or intentions which relate to or would result in any of the transactions described in subparagraphs (a) through (j) of Item
4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer
Item 5(a)-(c) of this Schedule 13D is hereby amended and
supplemented as follows:
(a) The aggregate
number and percentage of the class of securities identified pursuant to Item 1 beneficially owned by the Reporting Person is stated in
Items 11 and 13 on the cover page hereto.
(b) The number of shares as to which the Reporting
Person has sole power to vote or dispose of is stated in Items 7 and 9 on the cover page hereto.
(c) Except as disclosed in this Schedule 13D, the
Reporting Persons have not effected any transaction in common stock of the Issuer during the past 60 days.
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: October 15, 2024
|
Chicago Atlantic Loan Portfolio, LLC |
|
|
|
|
|
By: |
/s/ John Mazarakis |
|
|
Name: |
John Mazarakis |
|
|
Title: |
Authorized Person |
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