What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2024-03-28 compared with 2022-06-29 · 127 added, 514 removed, 20 unchanged (97% of the section changed)

Market for Registrant’s

Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Our common stock began trading on

the Nasdaq Global Market on February 4, 2022 under the symbol “SSIC”

in connection with our IPO of shares of our common stock.

The following table lists the net

asset value per share of our common stock, the range of high and low closing sales prices of our common stock reported on the Nasdaq Global

Market, the closing sale prices as a premium (or discount) to our net asset value per share and dividends per share for each fiscal

quarter since our common stock began trading on the Nasdaq Global Market.

On June 27, 2022, the last reported closing sales price

of our common stock on the Nasdaq Global Market was $9.15 per share, which represented a discount of approximately 32.8% to our

net asset value per share of $13.61 as of March 31, 2022.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Our common stock began trading on the Nasdaq Global Market on February 4, 2022 under the symbol “SSIC” in connection with our IPO of shares of our common stock.

The following table lists the net asset value per share of our common stock, the range of high and low closing sales prices of our common stock

reported on the Nasdaq Global Market, the closing sale prices as a premium (or discount) to our net asset value per share and dividends per share for each fiscal quarter since our common stock began trading on the Nasdaq Global Market.

22, 2024, the last reported closing sales price of our common stock on the Nasdaq Global Market was $9.80 per share, which represented a discount of approximately 28.8% to our net asset value per share of $13.77 as of December 31, 2023.

Class and Period

3 unchanged sentences

Cash Dividend Per Share (3)

Year Ending March 31, 2023

First Quarter (through June 27, 2022)

Year Ending March 31, 2022

Year Ended December 31, 2024

First Quarter (Through March 22, 2024)

Year Ended December 31, 2023

Fourth Quarter

Third Quarter

Second Quarter

First Quarter

Year Ended December 31, 2022 (4)

Fourth Quarter

Third Quarter

Second Quarter

First Quarter (5)

Net asset value per share is determined as of the last day in the relevant quarter and therefore may not reflect the net asset value per share on the date of the high and low closing sales prices.

The net asset values shown are based on outstanding shares at the end of the relevant quarter.

The net asset

values shown are based on outstanding shares at the end of the relevant quarter.

Calculated as the respective high or low closing sales price less net asset value, divided by net asset value (in each case, as of the end of the applicable quarter).

Represents the dividend or distribution declared in the relevant quarter.

Shares of our common stock began trading on the Nasdaq Global Market on February 4, 2022 under the trading symbol “SSIC.”

On November 8, 2022, our Board of Directors approved a change to our fiscal year end from March 31 to December 31 .

Shares of our common stock began trading on the Nasdaq Global Market on February 4, 2022 under the trading symbol “SSIC.”

The dividend is payable on March 28, 2024 to stockholders of record on March 20, 2024.

Consists of a quarterly dividend and a special dividend.

* Not determined at time of filing.

Shares of BDCs may trade at a market

price that is less than the value of the net assets attributable to those shares.

At times, our shares of common stock have traded at

prices both above and below our net asset value per share.

The possibility that our shares of common stock will trade at a discount from

net asset value per share or at premiums that are unsustainable over the long term are separate and distinct from the risk that our net

asset value per share will decrease.

It is not possible to predict whether our common stock will trade at, above, or below net asset value

As of June 27, 2022, there were approximately 2 holders

of record of our common stock, which does not include stockholders for whom shares are held in “nominee”

or “street

SILVER SPIKE INVESTMENT CORP.

Shares of BDCs may trade at a market price that is less than the value of the net assets attributable to those shares.

At times, our shares of common stock have traded at prices both above and below our net asset value

The possibility that our shares of common stock will trade at a discount from net asset value per share or at premiums that are unsustainable over the long term are separate and distinct from the risk that our net asset value per share

will decrease.

It is not possible to predict whether our common stock will trade at, above, or below net asset value per share.

As of March 22, 2024, there were approximately 3 holders of record of our common stock, which does not include stockholders for whom shares are held in

“nominee” or “street name.”

Distributions

To the extent

that we have income available, we intend to make quarterly distributions to our stockholders beginning after our first full quarter of

The amount of our distributions, if any, will be determined by our Board of Directors.

elect to be treated, and intend to qualify annually to be treated, as a RIC under Subchapter M of the Code, for U.S.

federal income

tax purposes, commencing with our taxable year ending March 31, 2022.

As long as we qualify as a RIC, we will not be taxed on our investment

company taxable income or realized net capital gains, to the extent that such taxable income or gains are distributed, or deemed to be

distributed, to stockholders on a timely basis.

To obtain and

maintain RIC tax treatment, we must distribute (or be deemed to distribute) at least 90% of the sum of our:

investment company taxable

income (which is generally our ordinary income plus the excess of realized short-term capital gains over realized net long-term capital

losses), determined without regard to the deduction for dividends paid, for such taxable year;

and net tax-exempt interest income (which

is the excess of our gross tax-exempt interest income over certain disallowed deductions) for such taxable year.

(but not our stockholders) generally will not be subject to U.S.

federal tax on investment company taxable income and net capital gains

that we distribute to our stockholders.

The discussion below assumes that we will qualify to be treated as a RIC for U.S.

purposes each year.

distribute annually all or substantially all of such income.

To the extent that we retain our net capital gains or any investment company

taxable income, we generally will be subject to corporate-level U.S.

To the extent that we have income available, we intend to make quarterly distributions to our stockholders beginning after our first full year of operations.

The amount of our distributions, if any, will be determined

by our Board of Directors.

We have elected to be treated, and intend to qualify annually to be treated, as a RIC under Subchapter M of the Code, for U.S.

federal income tax purposes, commencing with our taxable year ended March 31, 2022.

as we qualify as a RIC, we will not be taxed on our investment company taxable income or realized net capital gains, to the extent that such taxable income or gains are distributed, or deemed to be distributed, to stockholders on a timely basis.

To obtain and maintain RIC tax treatment, we must distribute (or be deemed to distribute) at least 90% of the sum of our:

investment company taxable income (which is generally our ordinary income plus the excess of

realized short-term capital gains over realized net long-term capital losses), determined without regard to the deduction for dividends paid, for such taxable year;

and net tax-exempt interest income (which is the excess of our gross tax-exempt

interest income over certain disallowed deductions) for such taxable year.

As a RIC, we (but not our stockholders) generally will not be subject to U.S.

federal tax on investment company taxable income and net capital gains that we distribute to our stockholders.

The discussion below assumes

that we will qualify to be treated as a RIC for U.S.

federal tax purposes each year.

We intend to distribute annually all or substantially all of such income.

To the extent that we retain our net capital gains or any investment company taxable income, we generally will be subject to corporate-level

federal income tax.

We can be expected to carry forward our net capital

gains or any investment company taxable income in excess of current-year dividend distributions, and pay the U.S.

federal excise tax as

described below.

the level of taxable income earned in a tax year, we may choose to carry forward taxable income in excess of current-year distributions

into the next tax year.

We will be subject to a 4% excise tax on a certain portion of these undistributed amounts.

Please refer to “Item

Business —

Material U.S.

Federal Income Tax Considerations”

for further information

regarding the consequences of our retention of net capital gains.

We may, in the future, make actual distributions to our stockholders

of our net capital gains.

We can offer no assurance that we will achieve results that will permit the payment of any cash distributions

and, if we issue senior securities, we may be prohibited from making distributions if doing so causes us to fail to maintain the asset

coverage ratios stipulated by the 1940 Act or if distributions are limited by the terms of any of our borrowings.

See “Item

Business —

Business Development Company Regulations”

and “Item 1.

Business —

Federal Income Tax Considerations.”

While we intend

to distribute any income and capital gains in the manner necessary to minimize imposition of the 4% U.S.

federal excise tax, sufficient

amounts of our taxable income and capital gains may not be distributed and as a result, in such cases, the excise tax will be imposed.

We can be expected to carry forward our net capital gains or any investment company taxable income in excess of current-year dividend distributions, and pay the U.S.

federal excise tax as described below.

Depending on the level of taxable income earned in a tax year, we may choose to carry forward taxable income in excess of current-year distributions into the next tax year.

We will be subject to a 4% excise tax on a

certain portion of these undistributed amounts.

Please refer to “Item 1.

Business — Material U.S.

Federal Income Tax Considerations” for further information regarding the consequences of our retention of net capital gains.

We may, in the future, make

actual distributions to our stockholders of our net capital gains.

We can offer no assurance that we will achieve results that will permit the payment of any cash distributions and, if we issue senior securities, we may be prohibited from making

distributions if doing so causes us to fail to maintain the asset coverage ratios stipulated by the 1940 Act or if distributions are limited by the terms of any of our borrowings.

Business — Business Development Company Regulations” and

Business —Material U.S.

Federal Income Tax Considerations.”

While we intend to distribute any income and capital gains in the manner necessary to minimize imposition of the 4% U.S.

federal excise tax, sufficient amounts of our taxable income and capital gains may not be

distributed and as a result, in such cases, the excise tax will be imposed.

In such an event, we will be liable for this tax only on the amount by which we do not meet the foregoing distribution requirement.

pay quarterly distributions to our stockholders out of assets legally available for distribution.

All distributions will be paid at the

discretion of our Board of Directors and will depend on our earnings, financial condition, maintenance of our tax treatment as a RIC,

compliance with applicable BDC regulations and such other factors as our Board of Directors may deem relevant from time to time.

To the extent

our current taxable earnings for a year fall below the total amount of our distributions for that year, a portion of those distributions

may be deemed a return of capital to our stockholders for U.S.

We intend to pay quarterly distributions to our stockholders out of assets legally available for distribution.

All distributions will be paid at the discretion of our Board of Directors and will depend on our earnings,

financial condition, maintenance of our tax treatment as a RIC, compliance with applicable BDC regulations and such other factors as our Board of Directors may deem relevant from time to time.

To the extent our current taxable earnings for a year fall below the total amount of our distributions for that year, a portion of those distributions may be deemed a return of capital to our stockholders for U.S.

federal income tax purposes.

Thus, the source of a distribution to our

stockholders may be the original capital invested by the stockholder rather than our income or gains.

Stockholders should read written

disclosure carefully and should not assume that the source of any distribution is our ordinary income or gains.

A return of capital

is a return of a portion of your original investment in shares of our common stock.

As a result, a return of capital will (i) lower

your tax basis in your shares and thereby increase the amount of capital gain (or decrease the amount of capital loss) realized upon a

subsequent sale or redemption of such shares and (ii) reduce the amount of funds we have for investment in portfolio companies.

have not established any limit on the extent to which we may use offering proceeds to fund distributions.

However, our Board of Directors,

including a majority of our independent directors, will be required to determine that making return of capital distributions from our

offering proceeds is in the best interests of our stockholders based upon our then-current financial condition and our expected future

growth prospects.

We made no distributions during the

fiscal year ended March 31, 2022.

Thus, the source of a distribution to our stockholders may be the original capital invested by the stockholder rather than our income or gains.

Stockholders should read written disclosure carefully and should not assume

that the source of any distribution is our ordinary income or gains.

A return of capital is a return of a portion of your original investment in shares of our common stock.

As a result, a return of capital will (i) lower your tax basis in your shares and thereby increase the amount of

capital gain (or decrease the amount of capital loss) realized upon a subsequent sale or redemption of such shares and (ii) reduce the amount of funds we have for investment in portfolio companies.

We have not established any limit on the extent to

which we may use offering proceeds to fund distributions.

However, our Board of Directors, including a majority of our independent directors, will be required to determine that making return of capital distributions from our offering proceeds is in

the best interests of our stockholders based upon our then-current financial condition and our expected future growth prospects.

The following table summarizes distributions declared and/or paid by the Company since inception:

Declaration Date

Dividends Paid

August 10, 2023

September 15, 2023

September 29, 2023

August 10, 2023

September 15, 2023

September 29, 2023

November 9, 2023

December 20, 2023

December 29, 2023

November 9, 2023

December 20, 2023

December 29, 2023

Dividend Reinvestment Plan

We have adopted an “opt out”

dividend reinvestment plan for our stockholders.

As a result, if we declare a dividend, then stockholders’

cash distributions will

be automatically reinvested in additional shares of our common stock, unless they specifically “opt out”

of the dividend reinvestment

plan so as to receive cash distributions.

Stockholders who receive distributions in the form of shares of our common stock generally are

subject to the same U.S.

We have adopted an “opt out” dividend reinvestment plan (the “DRIP”) for our stockholders.

As a result, if we declare a dividend, then stockholders’

cash distributions will be automatically reinvested in additional shares of our common stock, unless they specifically “opt out” of the dividend reinvestment plan so as to receive cash distributions.

Stockholders who receive distributions in the

form of shares of our common stock generally are subject to the same U.S.

federal income tax consequences as are stockholders who elect to receive their distributions in cash.

During the year ended December 31, 2023, the Company issued the following shares of common stock under the DRIP:

Declaration Date

August 10, 2023

September 15, 2023

September 29, 2023

August 10, 2023

September 15, 2023

September 29, 2023

November 9, 2023

December 20, 2023

December 29, 2023

November 9, 2023

December 20, 2023

December 29, 2023

During the year ended December 31, 2022, the Company issued no new shares of common stock under the DRIP.

Issuer Purchases of Equity Securities

We did not repurchase any of our

equity securities during the fiscal year ended March 31, 2022.

We did not repurchase any of our equity securities during the fiscal years ended December 31, 2023 or December 31, 2022.

Unregistered Sales of Equity Securities

During the year ended December 31, 2023, we issued 269 shares of common stock for a total of approximately

$2,318 under the DRIP.

These issuances were not subject to the registration requirements of the Securities Act.

During the year ended December 31, 2022, we issued no new shares of common stock under the DRIP.

Performance Graph

The following stock performance graph

compares the cumulative stockholder return of an investment in our common stock, and the S&P BDC Index, S&P 500 Index and NASDAQ

Financial 100 Index.

The following stock performance graph compares the cumulative stockholder return of an investment in our common stock, and the S&P BDC Index, S&P 500 Index and NASDAQ Financial 100 Index.

The graph measures total shareholder return, which takes into account both changes in stock price and distributions.

It assumes that distributions paid are reinvested in like securities prior to any tax effect.

SILVER SPIKE INVESTMENT CORP.

Assumes $100 invested on 2/4/2022 (first date our common stock began trading on the Nasdaq Global Market) in each of our common stock

and the S&P BDC Index, S&P 500 Index and NASDAQ Financial 100 Index, including reinvestment of dividends.

The stock price performance included

in the above performance graph is based on historical data and is not necessarily indicative of future stock performance.

The performance

graph and other information furnished under Part II.

Item 5 of this Form 10-K shall not be deemed to be “soliciting material”

or to be “filed”

with the SEC or subject to Regulation 14A or 14C, or to the liabilities of Section 18 of the Exchange Act.

Management’s Discussion

and Analysis of Financial Condition and Results of Operations

The following discussion and analysis

or our financial condition and results of operations should be read together with the consolidated financial statements and the related

notes that are included in Item 8 of Part II of this annual report on Form 10-K.

This discussion contains forward-looking statements based

upon current expectations that involve risks and uncertainties.

Our actual results may differ materially from those anticipated in these

forward-looking statements as a result of various factors, including those set forth under the section entitled “Item 1A.

Risk Factors.”

Please also see the section entitled “Special Note Regarding Forward-Looking Statements.”

We are a specialty finance company

formed to invest across the cannabis ecosystem through investments in the form of direct loans to, and equity ownership of, privately

held cannabis companies.

All of our investments are designed to be compliant with all applicable laws and regulations within the jurisdictions

in which they are made or to which we are otherwise subject, including U.S.

federal laws.

We will make equity investments only in companies

that are compliant with all applicable laws and regulations within the jurisdictions in which they are located or operate, including U.S.

federal laws.

We may make loans to companies that we determine based on our due diligence are licensed in, and complying with, state-regulated

cannabis programs, regardless of their status under U.S.

federal law, so long as the investment itself is designed to be compliant with

all applicable laws and regulations in the jurisdiction in which the investment is made or to which we are otherwise subject, including

We are externally managed by SSC and seek to expand the compliant cannabis investment activities of SSC’s leading

investment platform in the cannabis industry.

We primarily seek to partner with private equity firms, entrepreneurs, business owners and

management teams to provide credit and equity

SILVER SPIKE INVESTMENT CORP.

financing alternatives to support

buyouts, recapitalizations, growth initiatives, refinancings and acquisitions across cannabis companies, including cannabis-enabling technology

companies, cannabis-related health and wellness companies, and hemp and CBD distribution companies.

Under normal circumstances, each such

cannabis company derives at least 50% of its revenues or profits from, or commits at least 50% of its assets to, activities related to

cannabis at the time of our investment in the cannabis company.

We are not required to invest a specific percentage of our assets in such

cannabis companies, and we may make debt and equity investments in other companies in the health and wellness sector.

Our investment objective is to maximize

risk-adjusted returns on equity for our shareholders.

We will seek to capitalize on what we believe to be nascent cannabis industry growth

and drive return on equity by generating current income from our debt investments and capital appreciation from our equity and equity-related

We intend to achieve our investment objective by investing primarily in secured debt, unsecured debt, equity warrants and

direct equity investments in privately held businesses.

We intend that our debt investments will often be secured by either a first or

second priority lien on the assets of the portfolio company, can include either fixed or floating rate terms and will generally have a

term of between three and six years from the original investment date.

We expect our secured loans to be secured by various types of assets

of our borrowers.

While the types of collateral securing any given secured loan will depend on the nature of the borrower’s business,

common types of collateral we expect to secure our loans include real property and certain personal property, including equipment, inventory,

receivables, cash, intellectual property rights and other assets to the extent permitted by applicable laws and the regulations governing

our borrowers.

Certain attractive assets of our borrowers, such as cannabis licenses and cannabis inventory, may not be able to be used

as collateral or transferred to us.

See “Item 1A.

Risk Factors—Risks Relating to Our Investments—Certain assets of our

borrowers may not be used as collateral or transferred to us due to applicable state laws and regulations governing the cannabis industry,

and such restrictions could negatively impact our profitability.”

In some of our portfolio investments, we expect to receive nominally

priced equity warrants and/or make direct equity investments in connection with a debt investment.

In addition, a portion of our portfolio

may be comprised of derivatives, including total return swaps.

Generally, the loans in which we

expect to invest will have a complete set of financial maintenance covenants, which are used to proactively address materially adverse

changes in a portfolio company’s financial performance.

However, to a lesser extent, we may invest in “covenant-lite”

We use the term “covenant-lite”

to refer generally to loans that do not have a complete set of financial maintenance

Generally, “covenant-lite”

loans provide borrower companies more freedom to negatively impact lenders because their

covenants are incurrence-based, which means they are only tested and can only be breached following an affirmative action of the borrower,

rather than by a deterioration in the borrower’s financial condition.

Accordingly, to the extent we invest in “covenant-lite”

loans, we may have fewer rights against a borrower and may have a greater risk of loss on such investments as compared to investments

in or exposure to loans with a complete set of financial maintenance covenants.

The loans in which we tend to invest

typically pay interest at rates which are determined periodically on the basis of the London-Interbank Offered Rate, or “LIBOR”,

or Secured Overnight Financing Rate (“SOFR”), plus a premium.

The loans in which we expect to invest are typically made to

and, to a limited extent, non-U.S.

(including emerging market) corporations, partnerships and other business entities which operate

in various industries and geographical regions.

These loans typically are rated below investment grade.

Securities rated below investment

grade are often referred to as “high-yield”

or “junk”

securities, and may be considered a higher risk than debt

instruments that are rated above investment grade.

We expect to invest in loans made

primarily to private leveraged middle-market companies with approximately $5 million to $50 million of earnings before interest, taxes,

depreciation and amortization, or “EBITDA.”

Our business model is focused primarily on the direct origination of investments

through portfolio companies or their financial sponsors.

We expect that our investments will generally range between $5 million and $40

million each, although we expect that this investment size will vary proportionately with the size of our capital base.

We have an active

pipeline of investments and are currently reviewing over $1.25 billion of potential investments in varying stages of underwriting.

We will be externally managed by

Silver Spike Capital, LLC (“SSC”).

SSC will also provide the administrative services necessary for us to operate.

that our ability to leverage the existing investment management platform of SSC will enable us to operate more efficiently and with lower

overhead costs than other newly formed funds of comparable size.

SILVER SPIKE INVESTMENT CORP.

We were formed in January 2021 as

a Maryland corporation and structured as an externally managed, closed-end, non-diversified management investment company.

We have elected

to be treated as a business development company, or BDC, under the 1940 Act.

In addition, for U.S.

federal income tax purposes we intend

to elect to be treated, and intend to qualify annually to be treated, as a regulated investment company, or RIC, under Subchapter M of

the Code, commencing with our taxable year ending March 31, 2022.

We intend to generate revenues primarily

in the form of interest income from the investments we hold.

In addition, we may generate income from dividends on either direct equity

investments or equity interests obtained in connection with originating loans, such as options, warrants or conversion rights.

investments typically have a term of three to six years.

We expect that the majority of our loan portfolio will bear interest at a floating

rate, subject to interest rate floors in certain cases.

Interest on our debt investments will generally be payable either monthly or quarterly.

Our investment portfolio will consist

primarily of floating rate loans, and our credit facilities will bear interest at floating rates.

Macro trends in base interest rates

like LIBOR may affect our net investment income over the long term.

However, because we generally originate loans to a small number of

portfolio companies each quarter, and those investments vary in size, our results in any given period, including the interest rate on

investments that were sold or repaid in a period compared to the interest rate of new investments made during that period, often are idiosyncratic,

and reflect the characteristics of the particular portfolio companies that we invested in or exited during the period and not necessarily

any trends in our business or macro trends.

Loan origination fees, OID and market

discount or premium are capitalized, and we accrete or amortize such amounts under accounting principles generally accepted in the United

States of America (“U.S.

GAAP”) as interest income using the effective yield method for term instruments and the straight-line

method for revolving or delayed draw instruments.

Repayments of our debt investments can reduce interest income from period to period.

The frequency or volume of these repayments may fluctuate significantly.

We record prepayment premiums on loans as interest income.

may also generate revenue in the form of commitment, structuring, or due diligence fees, fees for providing managerial assistance to our

portfolio companies and possibly consulting fees.

Dividend income on equity investments

is recorded on the record date for private portfolio companies or on the ex-dividend date for publicly traded companies.

Our portfolio activity will also

reflect the proceeds from sales of investments.

We recognize realized gains or losses on investments based on the difference between the

net proceeds from the disposition and the amortized cost basis of the investment without regard to unrealized gains or losses previously

We record current-period changes in fair value of investments that are measured at fair value as a component of the net change

in unrealized gains (losses) on investments in the Statements of Operations.

For the reporting periods, the majority

of expenses were offering and organizational costs, as the initial public offering was made during the reporting period.

Going forward,

our primary operating expenses will be the payment of a base management fee and any incentive fees under the Investment Advisory Agreement

and the allocable portion of overhead and other expenses incurred by SSC in performing its obligations under the Administration Agreement.

Our investment management fee compensates our Adviser for its work in identifying, evaluating, negotiating, executing, monitoring, servicing

and realizing our investments.

See “Item 1.

Business—Investment Advisory Agreement.”

Except as specifically provided below,

all investment professionals and staff of the Adviser, when and to the extent engaged in providing investment advisory and management

services to us, the base compensation, bonus and benefits, and the routine overhead expenses of such personnel allocable to such services,

are provided and paid for by the Adviser.

We bear our allocable portion of the compensation paid by the Adviser (or its affiliates) to

our CFO and CCO and their respective staffs (based on a percentage of time such individuals devote, on an estimated basis, to our business

We bear all other expenses of our operations and transactions, including (without limitation) fees and expenses relating to:

the cost of our organization and offerings;

SILVER SPIKE INVESTMENT CORP.

the cost of calculating our NAV, including the cost of any third-party

valuation services;

the cost of effecting sales and repurchases of shares of our

common stock and other securities;

fees and expenses payable under any underwriting agreements,

debt service and other costs of borrowings or other financing

arrangements;

costs of hedging;

expenses, including travel expenses, incurred by the Adviser,

or members of the investment team, or payable to third-parties, performing due diligence on prospective portfolio companies and, if necessary,

enforcing our rights;

management and incentive fees payable pursuant to the Investment

Advisory Agreement;

fees payable to third-parties relating to, or associated with,

making investments and valuing investments (including third-party valuation firms);

costs, including legal fees, associated with compliance under

cannabis laws;

transfer agent and custodial fees;

fees and expenses associated with marketing efforts (including

attendance at industry and investor conferences and similar events);

federal and state registration fees;

any exchange listing fees and fees payable to rating agencies;

federal, state and local taxes;

independent directors’

fees and expenses, including travel

cost of preparing financial statements and maintaining books

and records and filing reports or other documents with the SEC (or other regulatory bodies) and other reporting and compliance costs,

and the compensation of professionals responsible for the preparation of the foregoing;

the cost of any reports, proxy statements or other notices to

our stockholders (including printing and mailing costs), the costs of any stockholder or director meetings and the compensation of investor

relations personnel responsible for the preparation of the foregoing and related matters;

brokerage commissions and other compensation payable to brokers

research and market data;

fidelity bond, directors’

and officers’

omissions liability insurance and other insurance premiums;

direct costs and expenses of administration, including printing,

mailing and staff;

fees and expenses associated with independent audits, and outside

legal and consulting costs;

costs of winding up;

SILVER SPIKE INVESTMENT CORP.

costs incurred in connection with the formation or maintenance

of entities or vehicles to hold our assets for tax or other purposes;

extraordinary expenses (such as litigation or indemnification);

costs associated with reporting and compliance obligations under

the 1940 Act and applicable federal and state securities laws.

We expect, but cannot assure, that

our general and administrative expenses will increase in dollar terms during periods of asset growth, but will decline as a percentage

of total assets during such periods.

To the extent that any of our loans

and other investments are denominated in a currency other than U.S.

dollars, we may enter into currency hedging contracts to reduce our

exposure to fluctuations in currency exchange rates.

We may also enter into interest rate hedging agreements.

Such hedging activities,

which will be subject to compliance with applicable legal requirements, may include the use of futures, options, swaps and forward contracts.

Costs incurred in entering into such contracts or in connection with settling them will be borne by us.

Financial Condition, Liquidity

and Capital Resources

We will generate cash primarily from

the net proceeds of any future offerings of securities and cash flows from operations, including interest earned from the temporary investment

of cash in U.S.

government securities and other high-quality debt investments that mature in one year or less.

In addition, we expect to enter

into a credit facility in the near future.

The amount of leverage that we employ will depend on our assessment of market conditions

and other factors at the time of any proposed borrowing, such as the maturity, covenant package and rate structure of the proposed

borrowings, our ability to raise funds through the issuance of shares of our common stock and the risks of such borrowings within

the context of our investment outlook.

Ultimately, we only intend to use leverage if the expected returns from borrowing to make

investments will exceed the cost of such borrowing.

We are currently targeting a debt-to-equity ratio of 0.50x (i.e., we aim to have

one dollar of equity for each $0.50 of debt outstanding).

Our primary use of funds will be

investments in portfolio companies, cash distributions to holders of our common stock, and the payment of operating expenses.

31, 2022, we had cash resources of approximately $85 million and no indebtedness.

Critical Accounting Policies

Basis of Presentation

The preparation of financial statements

in accordance with U.S.

GAAP requires management to make certain estimates and assumptions affecting amounts reported in our financial

We will continuously evaluate

our estimates, including those related to the matters described below.

These estimates will be based on the information that is currently

available to us and on various other assumptions that we believe to be reasonable under the circumstances.

Actual results could differ

materially from those estimates under different assumptions or conditions.

A discussion of our critical accounting policies follows.

Investment Valuation

Investments for which market quotations

are readily available are typically valued at the bid price of those market

SILVER SPIKE INVESTMENT CORP.

To validate market quotations,

we utilize a number of factors to determine if the quotations are representative of fair value, including the source and number of the

Debt and equity securities that are not publicly traded or whose market prices are not readily available, as is the case for

substantially all of our investments, are valued at fair value as determined in good faith by our Board of Directors, based on, among

other things, the input of the Adviser, our Audit Committee and independent third-party valuation firm(s) engaged at the direction of

the Board of Directors.

As part of the valuation process,

the Board of Directors takes into account relevant factors in determining the fair value of our investments, including:

the estimated

enterprise value of a portfolio company (i.e., the total fair value of the portfolio company’s debt and equity), the nature and

realizable value of any collateral, the portfolio company’s ability to make payments based on its earnings and cash flow, the markets

in which the portfolio company does business, a comparison of the portfolio company’s securities to any similar publicly traded

securities, and overall changes in the interest rate environment and the credit markets that may affect the price at which similar investments

may be made in the future.

When an external event such as a purchase transaction, public offering or subsequent equity sale occurs, the

Board of Directors considers whether the pricing indicated by the external event corroborates its valuation.

The Board of Directors undertakes

a multi-step valuation process, which includes, among other procedures, the following:

With respect to investments for which market quotations are

readily available, those investments will typically be valued at the bid price of those market quotations;

With respect to investments for which market quotations are

not readily available, the valuation process begins with the independent valuation firm(s) providing a preliminary valuation of each

investment to the Adviser’s valuation committee;

Preliminary valuation conclusions are documented and discussed

with the Adviser’s valuation committee.

Agreed-upon valuation recommendations are presented to the Audit Committee;

The Audit Committee reviews the valuation recommendations and

recommends values for each investment to the Board of Directors;

The Board of Directors reviews the recommended valuations and

determines the fair value of each investment.

We conduct this valuation process

on a quarterly basis.

We apply Financial Accounting Standards

Board Accounting Standards Codification 820, Fair Value Measurement (“ASC 820”), which establishes a framework

for measuring fair value in accordance with U.S.

GAAP and required disclosures of fair value measurements.

ASC 820 determines fair value

to be the price that would be received for an investment in a current sale, which assumes an orderly transaction between market participants

on the measurement date.

Market participants are defined as buyers and sellers in the principal or most advantageous market (which may

be a hypothetical market) that are independent, knowledgeable, and willing and able to transact.

In accordance with ASC 820, we consider

the principal market to be the market that has the greatest volume and level of activity.

ASC 820 specifies a fair value hierarchy that

prioritizes and ranks the level of observability of inputs used in determination of fair value.

In accordance with ASC 820, these levels

are summarized below:

Level 1 –

Valuations based on quoted prices in active

markets for identical assets or liabilities that we have the ability to access;

Level 2 –

Valuations based on quoted prices in markets

that are not active or for which all significant inputs are observable, either directly or indirectly;

Level 3 –

Valuations based on inputs that are unobservable

and significant to the overall fair value measurement.

SILVER SPIKE INVESTMENT CORP.

Transfers between levels, if any,

are recognized at the beginning of the quarter in which the transfer occurred.

In addition to using the above inputs in investment valuations,

we apply the valuation policy approved by our Board of Directors that is consistent with ASC 820.

Consistent with the valuation policy,

we evaluate the source of the inputs, including any markets in which our investments are trading (or any markets in which securities with

similar attributes are trading), in determining fair value.

When an investment is valued based on prices provided by reputable dealers

or pricing services (that is, broker quotes), we subject those prices to various criteria in making the determination as to whether a

particular investment would qualify for treatment as a Level 2 or Level 3 investment.

For example, we, or the independent valuation firm(s),

review pricing support provided by dealers or pricing services in order to determine if observable market information is being used, versus

unobservable inputs.

Due to the inherent uncertainty of

determining the fair value of investments that do not have a readily available market value, the fair value of our investments may fluctuate

from period to period.

Additionally, the fair value of such investments may differ significantly from the values that would have been

used had a ready market existed for such investments and may differ materially from the values that may ultimately be realized.

such investments are generally less liquid than publicly traded securities and may be subject to contractual and other restrictions on

If we were required to liquidate a portfolio investment in a forced or liquidation sale, it could realize amounts that are different

from the amounts presented and such differences could be material.

In addition, changes in the market

environment and other events that may occur over the life of the investments may cause the gains or losses ultimately realized on these

investments to be different than the unrealized gains or losses reflected previously.

In December 2020, the SEC adopted

Rule 2a-5 under the 1940 Act, which is intended to address valuation practices and the role of the board of directors with respect to

the fair value of the investments of a registered investment company or business development company.

Among other things, Rule 2a-5 will

permit a fund’s board to designate the fund’s primary investment adviser to perform the fund’s fair value determinations,

which will be subject to board oversight and certain reporting and other requirements intended to ensure that the board receives the information

it needs to oversee the investment adviser’s fair value determinations.

Compliance with Rule 2a-5 will not be required until September

We continue to review Rule 2a-5 and its impact on our valuation policies and related practices.

Revenue Recognition

Interest Income

Loans are generally placed on non-accrual

status when there is reasonable doubt that principal or interest will be collected in full.

Accrued interest is generally reversed when

a loan is placed on non-accrual status.

Interest payments received on non-accrual loans may be recognized as income or applied to principal

depending upon management’s judgment regarding collectability.

If at any point we believe PIK interest is not expected to be realized,

the investment generating PIK interest will be placed on non-accrual status.

When a PIK investment is placed on non-accrual status, the

accrued, uncapitalized interest are generally reversed through interest income.

Non-accrual loans are restored to accrual status when

past-due principal and interest are paid current and, in management’s judgment, are likely to remain current.

Management may make

exceptions to this treatment and determine to not place a loan on non-accrual status if the loan has sufficient collateral value and is

in the process of collection.

SILVER SPIKE INVESTMENT CORP.

Other Contractual Obligations

We will have certain commitments

pursuant to our Investment Advisory Agreement that we have entered into with SSC.

We have agreed to pay a fee for investment advisory

services consisting of two components:

a base management fee and an incentive fee.

Payments under the Investment Advisory Agreement will

be equal to (1) a percentage of the value of our average gross assets and (2) a two-part incentive fee, as described in more detail below.

See “Item 1.

Business —

Investment Advisory Agreement.”

We have also entered into

a contract with SSC to serve as our administrator.

Payments under the Administration Agreement will equal an amount based upon our allocable

portion of our administrator’s overhead in performing its obligation under the agreement, including rent, fees and other expenses

inclusive of our allocable portion of the compensation of our CFO and CCO and their respective staffs (based on a percentage of time such

individuals devote, on an estimated basis, to our business affairs).

See “Item 1.

Business —

Administration

Agreement.”

* Assumes $100 invested on 2/4/2022 (first date our common stock began trading on the Nasdaq Global Market) in each of our common stock and the S&P BDC

Index, S&P 500 Index and NASDAQ Financial 100 Index, including reinvestment of dividends.

The stock price performance included in the above performance graph is based on historical data and is not necessarily indicative of future stock performance.

The performance graph and other

information furnished under Part II.

Item 5 of this Form 10-K shall not be deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A or 14C, or to the liabilities of Section 18 of the Exchange Act.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity