What changed in this filing

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Item 9A. Controls and Procedures

2024-03-28 compared with 2022-06-29 · 60 added, 67 removed, 44 unchanged (74% of the section changed)

Controls and Procedures

of Disclosure Controls and Procedures

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

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.

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.

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

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act).

Under the supervision and with the

participation of management, including the Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the criteria established in Internal

Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 COSO Framework).

Based on our evaluation under the framework in Internal Control—Integrated Framework (2013), management

concluded that our internal control over financial reporting was effective as of December 31, 2023.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk

that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Attestation Report of the Independent Registered Public Accounting Firm

This annual report on Form 10-K does not include an attestation report of the Company’s registered public accounting firm pursuant to the rules of the Securities and Exchange Commission.

Changes in Internal Control Over Financial Reporting

There have been no 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 quarter ended December 31, 2023 that have

materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other Information

During the three months ended December 31, 2023, none of our officers or directors adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative

defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

Directors, Executive Officers and Corporate Governance

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.

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.

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.

The information required by Item 10 is hereby incorporated by reference from our definitive Proxy Statement relating to our 2024 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.

Executive Compensation

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.

The information required by Item 11 is hereby incorporated by reference from our definitive Proxy Statement relating to our 2024 Annual Meeting of Stockholders, to be filed with the Securities and

Exchange Commission within 120 days following the end of our fiscal year.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

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.

The information required by Item 12 is hereby incorporated by reference from our definitive Proxy Statement relating to our 2024 Annual Meeting of Stockholders, to be filed with the Securities and

Exchange Commission within 120 days following the end of our fiscal year.

Certain Relationships and Related Transactions, and Director Independence

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

SILVER SPIKE INVESTMENT CORP.

The information required by Item 13 is hereby incorporated by reference from our definitive Proxy Statement relating to our 2024 Annual Meeting of Stockholders, to be filed with the Securities and

Exchange Commission within 120 days following the end of our fiscal year.

Principal Accountant Fees and Services

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.

The information required by Item 14 is hereby incorporated by reference from our definitive Proxy Statement relating to our 2024 Annual Meeting of

Stockholders, to be filed with the Securities and Exchange Commission within 120 days following the end of our fiscal year.

Exhibits and Financial Statement Schedules

following financial statements of the “Company”

are filed herewith:

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

Statements of Assets and Liabilities as of December 31, 2023 and December 31, 2022

Statements of Operations for the Year Ended December 31, 2023, the Period Ended December 31, 2022 and the Year Ended March 31, 2022

Statements of Changes in Net Assets for the Year Ended December 31, 2023, the Period Ended December 31, 2022 and the Year Ended March 31, 2022

Statements of Cash Flows for the Year Ended December 31, 2023, the Period Ended December 31, 2022 and the Year Ended March 31, 2022

Notes to Financial Statements

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

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:

Description of Exhibit

Purchase Agreement by and between Silver Spike Investment Corp.

and Chicago Atlantic Loan Portfolio, LLC dated as of February 18, 2024 (1)

Articles of Amendment and Restatement of the Company (2)

16 unchanged sentences

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

Filed herewith.

Incorporated by reference to Exhibit 2.1 of the Company’s current report on Form 8-K filed on February 23, 2024.

Incorporated by reference to the Company’s annual report on Form 10-K/A, filed on June 30, 2022.

Form 10-K Summary

SILVER SPIKE INVESTMENT CORP.

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.

Not applicable.

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.

June 29, 2022

March 27, 2024

/s/ Scott Gordon

Chief Executive Officer

Each person whose signature

appears below constitutes and appoints Scott Gordon and Gregory Gentile, and each of them, such person’s true and lawful attorney-in-fact

and agent, with full power of substitution and revocation, for such person and in such person’s name, place and stead, in any and

all capacities, to sign one or more Annual Reports on Form 10-K for the year ended March 31, 2022, and any and all amendments thereto,

and to file same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission,

granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing

requisite and necessary to be done in connection therewith, as fully to all intents and purposes as such person might or could do in person,

hereby ratifying and confirming all that said attorneys-in-fact and agents and each of them, or their or his substitute or substitutes,

may lawfully do or cause to be done by virtue hereof.

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 29, 2022.

Each person whose signature appears below constitutes and appoints Scott Gordon and Umesh Mahajan, and each of them, such person’s true and lawful

attorney-in-fact and agent, with full power of substitution and revocation, for such person and in such person’s name, place and stead, in any and all capacities, to sign one or more Annual Reports on Form 10-K for the year ended December 31, 2023,

and any and all amendments thereto, and to file same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power

and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said

attorneys-in-fact and agents and each of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

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 March 27, 2024.

/s/ Scott Gordon

Chief Executive Officer (Principal Executive Officer) and Chairman of the Board

/s/ Gregory Gentile

/s/ Umesh Mahajan

Chief Financial Officer (Principal Financial and Accounting Officer)

Gregory Gentile

Umesh Mahajan

/s/ Vivek Bunty Bohra

6 unchanged sentences

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 9A. Controls and Procedures