8-K: Chicago Atlantic BDC Updates Bylaws, Names New Transfer Agent

Chicago Atlantic BDC, Inc. announced the approval of its Second Amended and Restated Bylaws reflecting its name change and the appointment of a new transfer agent.

Summary

• The company's Board of Directors approved Second Amended and Restated Bylaws, effective December 17, 2025.
• The new Bylaws reflect the company's name change from Silver Spike Investment Corp. to Chicago Atlantic BDC, Inc.
• Effective December 9, 2025, Continental Stock Transfer & Trust Company was appointed as the company's new transfer agent and registrar.
• The Bylaws include provisions for virtual stockholder meetings, detailed procedures for annual and special meetings, and advance notice requirements for stockholder nominations and proposals.
• Corporate governance updates include the Board's exclusive power to amend bylaws and the establishment of an exclusive forum for certain legal proceedings.
• An exemption from Maryland's Control Share Acquisition Act was established for Chicago Atlantic BDC Advisers, LLC and its affiliates.

Sentiment

Score: 6

Explanation: The filing is neutral to slightly positive, reflecting routine administrative updates and corporate governance enhancements. There are no significant financial disclosures or strategic shifts, but the updates ensure operational clarity and modern governance practices.

Positives

• Streamlined corporate governance with updated bylaws.
• Appointment of a new transfer agent, Continental Stock Transfer & Trust Company, which may improve shareholder services.
• Flexibility for virtual stockholder meetings, enhancing accessibility.

Risks

• The bylaws establish an exclusive forum for certain litigation (Maryland courts for state law claims, federal courts for federal securities law claims), which could limit stockholders' choice of forum for disputes.
• The exemption of Chicago Atlantic BDC Advisers, LLC from the Control Share Acquisition Act could potentially reduce protections for minority shareholders against certain unsolicited takeovers.

Future Outlook

The filing primarily details administrative and corporate governance updates, and does not provide specific forward-looking financial statements or guidance.

Industry Context

These administrative updates are standard for a publicly traded Business Development Company (BDC) undergoing a name change and refining its corporate governance framework. The appointment of a new transfer agent is a routine operational change, while the bylaw amendments reflect best practices in corporate governance, including provisions for virtual meetings, which align with modern corporate flexibility trends.

Corporate Governance

Legal Proceedings

• The bylaws establish the Circuit Court for Baltimore City, Maryland, or the United States District Court for the District of Maryland, Northern Division, as the sole and exclusive forum for derivative actions, internal corporate claims, breach of duty claims, and claims arising under the MGCL, charter, or bylaws.
• Federal district courts of the United States of America are designated as the sole and exclusive forum for claims arising under federal securities laws.

Related Party Transactions

• The bylaws include an exemption for Chicago Atlantic BDC Advisers, LLC and its affiliates or associates from the application of Title 3, Subtitle 7 of the Maryland General Corporation Law (Control Share Acquisition Act) regarding the acquisition of company stock.

Stakeholder Impact

• Shareholders: Will interact with a new transfer agent, Continental Stock Transfer & Trust Company. Corporate governance procedures for meetings and nominations are updated. The exclusive forum provision may affect where certain legal disputes can be brought. The Control Share Acquisition Act exemption for Chicago Atlantic BDC Advisers, LLC could impact shareholder protections against certain takeovers.
• Management/Board: Operates under updated bylaws, clarifying roles, responsibilities, and meeting procedures.

Next Steps

• The company will operate under its new name, Chicago Atlantic BDC, Inc.
• The new Second Amended and Restated Bylaws will govern corporate operations and stockholder interactions.
• Continental Stock Transfer & Trust Company will handle transfer agent and registrar services.

Key Dates

Keywords

Chicago Atlantic BDC, Silver Spike Investment Corp, BDC, Bylaws, Corporate Governance, SEC Filing, Transfer Agent, LIEN, Maryland General Corporation Law, Investment Company Act