Chicago Atlantic BDC, Inc. 10-K/A

Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures In accordance with Rules 13a-15(b) and 15d-15(b) under the Exchange Act, we, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act) as of the end of the period covered by this annual report on Form 10-K and determined that our disclosure controls and procedures are effective as of the end of the period covered by this annual report on Form 10- K. Management’s Report on Internal Control Over Financial Reporting This annual report on Form 10-K does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of the Company’s registered public accounting firm due to a transition period established by rules of the Securities and Exchange Commission for newly public companies. Nevertheless, we identified a material weakness relating to our internal control over financial reporting. As a result of the material weakness identified, we incorrectly classified certain offering and organizational expenses that arose in the period ended March 31, 2021. The misstatements relate to periods prior to our commencement of operations, and are corrected in the financial statements included in this annual report on Form 10-K. Changes in Internal Control Over Financial Reporting Since commencing operations, we have made changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the period ended March 31, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. We believe that the processes and controls that we have established will address the material weakness, but we will need a period of execution to demonstrate remediation. Item 9B. Other Information Not applicable. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. PART III Item 10. Directors, Executive Officers and Corporate Governance The information required by Item 10 is hereby incorporated by reference from our definitive Proxy Statement relating to our 2022 Annual Meeting of Stockholders, to be filed with the Securities and Exchange Commission within 120 days following the end of our fiscal year. The Company has adopted a code of business conduct and ethics that applies to directors, officers and employees. The code of business conduct and ethics is available on the Company’s website at ssic.silverspikecap.com/corporate-governance/documents-and-charters. The Company will report any amendments to or waivers of a required provision of the code of business conduct and ethics on the Company’s website or in a Current Report on Form 8-K. Item 11. Executive Compensation The information required by Item 11 is hereby incorporated by reference from our definitive Proxy Statement relating to our 2022 Annual Meeting of Stockholders, to be filed with the Securities and Exchange Commission within 120 days following the end of our fiscal year. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The information required by Item 12 is hereby incorporated by reference from our definitive Proxy Statement relating to our 2022 Annual Meeting of Stockholders, to be filed with the Securities and Exchange Commission within 120 days following the end of our fiscal year. Item 13. Certain Relationships and Related Transactions, and Director Independence The information required by Item 13 is hereby incorporated by reference from our definitive Proxy Statement relating to our 2022 Annual Meeting of Stockholders, to be filed with the Securities and Exchange Commission within 120 days following the end of our 104 SILVER SPIKE INVESTMENT CORP. fiscal year. Item 14. Principal Accountant Fees and Services The information required by Item 14 is hereby incorporated by reference from our definitive Proxy Statement relating to our 2022 Annual Meeting of Stockholders, to be filed with the Securities and Exchange Commission within 120 days following the end of our fiscal year. PART IV Item 15. Exhibits and Financial Statement Schedules The following financial statements of the “Company” are filed herewith: Report of Independent Registered Public Accounting Firm Statements of Assets and Liabilities as of March 31, 2022 and March 31, 2021 Statements of Operations for the Year Ended March 31, 2022 and Period Ended March 31, 2021 Statements of Changes in Net Assets for the Year Ended March 31, 2022 and Period Ended March 31, 2021 Statements of Cash Flows for the Year Ended March 31, 2022 and Period Ended March 31, 2021 Notes to Financial Statements The following exhibits are filed as part of this annual report on Form 10-K or hereby incorporated by reference to exhibits previously filed with the SEC: Exhibit Number Description of Exhibit 3.1 Articles of Amendment and Restatement of the Company 3.2 Amended and Restated Bylaws of the Company 4.1 Description of Securities 10.1 Dividend Reinvestment Plan 10.2 Investment Advisory Agreement by and between the Company and Silver Spike Capital, LLC 10.3 Custody Agreement 10.4 Administration Agreement by and between Registrant and Silver Spike Capital, LLC 10.5 License Agreement by and between Registrant and Silver Spike Capital, LLC 10.6 Services Agreement 14.1 Code of Ethics of the Company 14.2 Code of Ethics of Silver Spike Capital, LLC 24.1 Power of Attorney (included on signature page of Annual Report on Form 10-K filed on June 29, 2022) 31.1 Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1 Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2 Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Item 16. Form 10-K Summary Not applicable. 105 SILVER SPIKE INVESTMENT CORP. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. SILVER SPIKE INVESTMENT CORP. Dated: June 30, 2022 By: /s/ Scott Gordon Scott Gordon Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant in the capacities indicated on June 30, 2022. Name Title /s/ Scott Gordon Chief Executive Officer (Principal Executive Officer) and Chairman of the Board Scott Gordon /s/ Gregory Gentile Chief Financial Officer (Principal Financial and Accounting Officer) Gregory Gentile /s/ Vivek Bunty Bohra* D irector Vivek Bunty Bohra /s/ Michael W. Chorske* Director Michael W. Chorske /s/ Americo Da Corte* Director Americo Da Corte /s/ Tracey Brophy Warson* Director Tracey Brophy Warson *By: /s/ Gregory Gentile Gregory Gentile ** Attorney-in-Fact ** Signed by Gregory Gentile pursuant to powers of attorney signed by each individual and filed as part of the Annual Report on Form 10-K on June 29, 2022. 106