On behalf of our Board of Directors (the “Board”) and our entire team, I am pleased to invite you to attend the special meeting of shareholders (the “LIEN Special Meeting”) of Chicago Atlantic BDC, Inc., a Maryland corporation (“LIEN”), to be held virtually on [ ], 2026 at [ ] [a.m.], Eastern Time, at the following website: www.[  ].com. By accessing such live webcast, you will be able to participate in the LIEN Special Meeting, including by voting and submitting questions.

Only holders of common stock of LIEN (“LIEN Shareholders”) of record as of the close of business on [ ], 2026 are entitled to notice of, and to vote at, the LIEN Special Meeting, or any adjournment(s) or postponement(s) thereof.

At the LIEN Special Meeting, you will be asked to:

The Board, including all of the independent directors, and upon recommendation of a special committee of the Board comprised solely of the independent directors, unanimously recommends that you vote “FOR” the approval of the Merger Agreement, including the Merger and related transactions, “FOR” the Merger Stock Issuance Proposal and “FOR” the LIEN Adjournment Proposal.

LIEN and REFI are proposing a combination of both LIEN and REFI by a merger and related transactions as provided in the Merger Agreement, pursuant to which REFI would merge with and into LIEN, with LIEN continuing as the surviving company (the “Merger”). LIEN Adviser and REFI Manager are each a party to the Merger Agreement for the following limited purpose: to (i) deliver the calculation of the Closing LIEN NAV (as defined below) or the Closing REFI NAV (as defined below), as applicable, and (ii) make customary representations and warranties. REFI Manager is also party to the Merger Agreement because it is a party to the management agreement with REFI, which the Merger Agreement stipulates will be automatically terminated at the BDC Election Time (as defined below). The “BDC Election Time” is the date and time that REFI elects to be regulated as a business development company under the Investment Company Act of 1940, as amended, by filing a Form N-54A with the U.S. Securities and Exchange Commission. For the avoidance of doubt, in no event shall the date and time when the Merger becomes effective (the “Merger Effective Time”) be earlier than the BDC Election Time.

Subject to the terms and conditions of the Merger Agreement, if the Merger is completed, each holder of REFI common stock, par value $0.01 per share (“REFI Common Stock”), issued and outstanding immediately prior to the Merger Effective Time will have the right to receive, for each share of REFI Common Stock, a number of shares of LIEN Common Stock, equal to the Exchange Ratio (as defined below), provided, that the Exchange Ratio shall be appropriately adjusted if, between the Determination Date (as defined below) and the Merger Effective Time, (i) either LIEN or REFI declares or pays an extraordinary dividend, or (ii) the respective outstanding shares of LIEN Common Stock or REFI Common Stock have been increased or decreased or changed into or exchanged for a different number or kind of shares or securities, in each case, as a result of any reclassification, recapitalization, stock split, reverse stock split, split-up, combination or exchange of shares, or if a stock dividend or dividend payable in any other securities has been authorized and declared with a record date within such period.

As of a mutually agreed date no earlier than 48 hours (excluding Sundays and holidays) prior to the Merger Effective Time (such date, the “Determination Date”) each of LIEN and REFI will deliver to the other a calculation of its net asset value (“NAV”) per share as of such date (with respect to LIEN based on LIEN’s NAV and with respect to REFI based on REFI’s book value, each as further adjusted per Exhibit A of the Merger Agreement, including to record the applicable investment portfolio at fair value in accordance with Financial Accounting Standards Board’s Accounting Standards Codification (“ASC”) 820 and ASC 946) (such calculation with respect to LIEN, the “Closing LIEN NAV” and such calculation with respect to REFI, the “Closing REFI NAV”), in each case based on the valuation principles, assumptions and methodologies, and applying the categories of adjustments to NAV, as set forth in Exhibit A of the Merger Agreement. The Closing LIEN NAV and Closing REFI NAV, as applicable, will be updated under the circumstances set forth in the Merger Agreement. The “Exchange Ratio” is the ratio (rounded to the fourth decimal place) of the Closing REFI NAV to the Closing LIEN NAV.

No fractional shares of LIEN Common Stock will be issued, and holders of REFI Common Stock will receive cash in lieu of fractional shares.

The market value of the consideration to be received by holders of REFI Common Stock will fluctuate with changes in the market price of LIEN Common Stock. You are urged to obtain current market quotations of LIEN Common Stock. LIEN Common Stock trades on the Nasdaq Global Market (“NASDAQ”) under the ticker symbol “LIEN.” The following table shows the closing sale price of LIEN Common Stock, as reported on NASDAQ on June 16, 2026, the last trading day before the execution of the Merger Agreement, and on [   ], 2026, the last trading day before the date of this document.

The notice of the LIEN Special Meeting and joint proxy statement/prospectus accompanying this letter provide a further outline of the Merger and the business to be conducted at the LIEN Special Meeting.

Your vote is extremely important! Your immediate response will help avoid potential delays and expenses associated with soliciting shareholder votes. I urge you to complete, date and sign the enclosed proxy card and return it promptly in the enclosed postage-prepaid envelope at your earliest convenience to assure that your shares are represented at the LIEN Special Meeting. If you prefer, you can authorize your proxy through the internet or by telephone as described in the accompanying joint proxy statement/prospectus and on the enclosed proxy card.

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of the shares of LIEN Common Stock to be issued under this joint proxy statement/prospectus or determined if this joint proxy statement/prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

This joint proxy statement/prospectus is dated [ ], 2026 and it is first being mailed or otherwise delivered to LIEN Shareholders on or about [ ], 2026.

Notice is hereby given to the owners of shares of common stock (the “LIEN Shareholders”) of Chicago Atlantic BDC, Inc., a Maryland corporation (“LIEN”), that:

A Special Meeting of Shareholders (the “LIEN Special Meeting”) of LIEN will be held virtually on [  ], 2026 at [ ], Eastern Time, at the following website: www.[  ].com, for LIEN Shareholders to consider and vote on:

LIEN and REFI are proposing a combination of both LIEN and REFI by a merger and related transactions as provided in the Merger Agreement, pursuant to which REFI would merge with and into LIEN, with LIEN continuing as the surviving company (the “Merger”). Closing of the Merger is contingent upon: (i) LIEN Shareholder approval of: (1) the Merger Agreement, including the Merger and related transactions, and (2) the Merger Stock Issuance Proposal; (ii) approval by holders of common stock of REFI (“REFI Shareholders”) of (1) a proposal to approve REFI’s election to be regulated as a business development company under the Investment Company Act of 1940, as amended (the “1940 Act”), by filing a Form N-54A with the U.S. Securities and Exchange Commission, (2) a proposal to adopt a new 1940 Act compliant investment advisory agreement by and between REFI and LIEN Adviser and (3) a proposal to adopt the Merger Agreement; and (iii) certain other closing conditions. If the Merger does not close, the LIEN Common Stock will not be issued pursuant to the Merger Stock Issuance Proposal, even if approved by LIEN Shareholders.

Subject to the terms and conditions of the Merger Agreement, if the Merger is completed, each holder of REFI common stock, par value $0.01 per share (“REFI Common Stock”), issued and outstanding immediately prior to the date and time when the Merger becomes effective (the “Merger Effective Time”) will have the right to receive, for each share of REFI Common Stock, a number of shares of LIEN Common Stock equal to the Exchange Ratio (as defined below), provided, that the Exchange Ratio shall be adjusted if, between the Determination Date (as defined below) and the Merger Effective Time, (i) either LIEN or REFI declares or pays an extraordinary dividend, or (ii) the respective outstanding shares of LIEN Common Stock or REFI Common Stock have been increased or decreased or changed into or exchanged for a different number or kind of shares or securities, in each case, as a result of any reclassification, recapitalization, stock split, reverse stock split, split-up, combination or exchange of shares, or if a stock dividend or dividend payable in any other securities has been authorized and declared with a record date within such period.

As of a mutually agreed date no earlier than 48 hours (excluding Sundays and holidays) prior to the effective date of the Merger (such date, the “Determination Date”) each of LIEN and REFI will deliver to the other a calculation of its net asset value (“NAV”) per share as of such date (with respect to LIEN based on LIEN’s NAV and with respect to REFI based on REFI’s book value, each as further adjusted per Exhibit A of the Merger Agreement, including to record the applicable investment portfolio at fair value in accordance with Financial Accounting Standards Board’s Accounting Standards Codification (“ASC”) 820 and ASC 946) (such calculation with respect to LIEN, the “Closing LIEN NAV” and such calculation with respect to REFI, the “Closing REFI NAV”), in each case based on the valuation principles, assumptions and methodologies, and applying the categories of adjustments to NAV, as set forth in Exhibit A of the Merger Agreement. The Closing LIEN NAV and Closing REFI NAV, as applicable, will be updated under the circumstances set forth in the Merger Agreement. The “Exchange Ratio” is the ratio (rounded to the fourth decimal

place) of the Closing REFI NAV to the Closing LIEN NAV. See “Summary of the Merger — Merger Consideration” in the joint proxy statement/prospectus accompanying this letter for a full description of the determination of the Exchange Ratio pursuant to the Merger Agreement.

Enclosed is a copy of the joint proxy statement/prospectus and the proxy card. You have the right to receive notice of, and to vote at, the LIEN Special Meeting if you were a LIEN Shareholder of record at the close of business on [ ], 2026. Whether or not you expect to be present virtually at the LIEN Special Meeting, please sign the enclosed proxy and return it promptly in the envelope provided, or authorize your proxy via the internet or telephone. Instructions are shown on the proxy card.

Your vote is extremely important to LIEN. In the event there are not sufficient votes for a quorum or to approve the proposals at the time of the LIEN Special Meeting, the LIEN Special Meeting may be adjourned in order to permit further solicitation of proxies by LIEN.

The Merger and the Merger Agreement are each described in more detail in this joint proxy statement/prospectus, which you should read carefully and in its entirety before authorizing a proxy to vote. A copy of the Merger Agreement is attached to this joint proxy statement/prospectus as Annex A.

THE LIEN BOARD OF DIRECTORS (THE “LIEN BOARD”), INCLUDING, AFTER SEPARATE MEETINGS AND DISCUSSION, AND UPON RECOMMENDATION OF A SPECIAL COMMITTEE OF THE LIEN BOARD COMPRISED SOLELY OF THE INDEPENDENT DIRECTORS OF LIEN (THE “LIEN SPECIAL COMMITTEE”), HAS UNANIMOUSLY APPROVED THE MERGER STOCK ISSUANCE PROPOSAL, THE MERGER AGREEMENT, INCLUDING THE MERGER AND RELATED TRANSACTIONS AND THE LIEN ADJOURNMENT PROPOSAL, AND UNANIMOUSLY RECOMMENDS THAT LIEN SHAREHOLDERS VOTE “FOR” THE MERGER STOCK ISSUANCE PROPOSAL, “FOR” THE MERGER AGREEMENT, INCLUDING THE MERGER AND RELATED TRANSACTIONS AND “FOR” THE LIEN ADJOURNMENT PROPOSAL.

This is an important meeting. To ensure proper representation at the meeting, please promptly authorize a proxy over the internet or by telephone, or execute and return the accompanying proxy card, which is being solicited by the LIEN Board of Directors. Instructions are shown on the proxy card. Authorizing a proxy is important to ensure a quorum at the LIEN Special Meeting. Proxies may be revoked at any time before they are exercised by submitting a written notice of revocation or a subsequently executed proxy, or by attending the LIEN Special Meeting and voting virtually. In addition to the use of mail, directors, officers and regular employees of LIEN Adviser, without special compensation therefor, may solicit proxies personally or by telephone, electronic mail or other electronic means from LIEN Shareholders. The address of LIEN Adviser is 600 Madison Avenue, Suite 1800, New York, NY 10022.

Important notice regarding the availability of proxy materials for the LIEN Special Meeting, LIEN’s joint proxy statement/prospectus and the proxy card are available at www.[ ].com.

On behalf of our Board of Directors (the “Board”) and our entire team, I am pleased to invite you to attend the special meeting of shareholders (the “REFI Special Meeting”) of Chicago Atlantic Real Estate Finance, Inc., a Maryland corporation (“REFI”), to be held virtually on [ ], 2026 at [ ] [a.m.], Eastern Time, at the following website: www.[    ].com.

Only holders of common stock of REFI (“REFI Shareholders”) of record as of the close of business on [ ], 2026 are entitled to notice of, and to vote at, the REFI Special Meeting, or any adjournment(s) or postponement(s) thereof.

At the REFI Special Meeting, you will be asked to:

The Board, including all of the independent directors, and upon recommendation of a special committee of the Board comprised solely of the independent directors, unanimously recommends that you vote “FOR” the BDC Election Proposal, “FOR” the New BDC Advisory Agreement Proposal, “FOR” the Merger Proposal and “FOR” the REFI Adjournment Proposal.

The REFI Special Meeting is expected to be conducted in two sessions which are expected to occur on the same day. At the initial session, REFI Shareholders will be asked to vote on the BDC Election Proposal, the New BDC Advisory Agreement Proposal and the REFI Adjournment Proposal. Following the vote on the BDC Election Proposal and the New BDC Advisory Agreement Proposal, the REFI Special Meeting will be adjourned for a short time period, to permit (i) the filing of the BDC Election with the SEC and the occurrence of the BDC Election Time (as defined below) and (ii) the REFI Board’s consideration and adoption of the Post-BDC Election Approvals. The REFI Special Meeting will thereafter be reconvened, and REFI Shareholders will be asked to vote on the Merger Proposal at the reconvened session. See “The REFI Special Meeting” and “REFI Proposal IV — REFI Adjournment Proposal” in the accompanying joint proxy statement/prospectus for additional information.

REFI and LIEN are proposing a combination of both companies by a merger and related transactions in accordance with the Merger Agreement, pursuant to which REFI would merge with and into LIEN, with LIEN continuing as the surviving company (the “Merger”). LIEN Adviser and REFI Manager are each a party to the Merger Agreement for the following limited purpose: to (i) deliver the calculation of the Closing LIEN NAV (as defined below) or the Closing REFI NAV (as defined below), as applicable, and (ii) make customary representations and warranties. REFI Manager is also party to the Merger Agreement because it is a party to the management agreement with REFI, which the Merger

Agreement stipulates will be automatically terminated at the BDC Election Time. The “BDC Election Time” is the date and time that REFI elects to be regulated as a business development company under the 1940 Act, by filing a Form N-54A with the SEC. For the avoidance of doubt, in no event shall the date and time when the Merger becomes effective (the “Merger Effective Time”) be earlier than the BDC Election Time.

Subject to the terms and conditions of the Merger Agreement, if the Merger is completed, each holder of REFI common stock, par value $0.01 per share (“REFI Common Stock”), issued and outstanding immediately prior to the effective time of the Merger will have the right to receive, for each share of REFI Common Stock, a number of shares of LIEN common stock, par value $0.01 per share (“LIEN Common Stock”), equal to the Exchange Ratio (as defined below), provided, that the Exchange Ratio shall be appropriately adjusted if, between the Determination Date (as defined below) and the Merger Effective Time, (i) either LIEN or REFI declares or pays an extraordinary dividend, or (ii) the respective outstanding shares of LIEN Common Stock or REFI Common Stock have been increased or decreased or changed into or exchanged for a different number or kind of shares or securities, in each case, as a result of any reclassification, recapitalization, stock split, reverse stock split, split-up, combination or exchange of shares, or if a stock dividend or dividend payable in any other securities has been authorized and declared with a record date within such period.

Under the terms of the Merger Agreement, as of a mutually agreed date no earlier than 48 hours (excluding Sundays and holidays) prior to the effective date of the Merger (such date, the “Determination Date”) (i) LIEN will deliver to REFI a calculation of its net asset value (“NAV”) per share as of such date, and (ii) REFI will deliver to LIEN a statement of its adjusted book value per share as of such date. Each such calculation will be prepared in accordance with the valuation principles, assumptions and methodologies, and giving effect to the categories of adjustments, set forth in Exhibit A of the Merger Agreement, including to record the applicable investment portfolio at fair value in accordance with Financial Accounting Standards Board’s Accounting Standards Codification (“ASC”) 820 and ASC 946. LIEN’s calculation of its NAV per share, as so adjusted, is referred to as the “Closing LIEN NAV,” and REFI’s statement of its adjusted book value per share is referred to as the “Closing REFI NAV”. The Closing LIEN NAV and Closing REFI NAV, as applicable, will be updated under the circumstances set forth in the Merger Agreement. The “Exchange Ratio” is the ratio (rounded to the fourth decimal place) of the Closing REFI NAV to the Closing LIEN NAV.

No fractional shares of LIEN Common Stock will be issued, and holders of REFI Common Stock will receive cash in lieu of fractional shares.

Approval of the Merger Proposal requires the affirmative vote of (A) at least a majority of the outstanding shares of REFI Common Stock and (B) at least a majority of the shares of REFI Common Stock voted at the REFI Special Meeting held by REFI Shareholders unaffiliated with the parties to the Merger Agreement and related persons. This “majority-of-the-minority-shares-voted” voting requirement means that the Merger Proposal cannot be approved without the affirmative vote of a majority of the shares held by REFI Shareholders who vote on the Merger Proposal and are unaffiliated with the parties to the Merger Agreement and related persons. Your vote is therefore particularly important.

The market value of the consideration to be received by REFI Shareholders will fluctuate with changes in the market price of LIEN Common Stock. You are urged to obtain current market quotations of LIEN Common Stock. LIEN Common Stock trades on the Nasdaq Global Market (“NASDAQ”) under the ticker symbol “LIEN.” The following table shows the closing sale price of LIEN Common Stock, as reported on NASDAQ on June 16, 2026, the last trading day before the execution of the Merger Agreement, and on [ ], 2026, the last trading day before the date of this document.

The notice of the REFI Special Meeting and joint proxy statement/prospectus accompanying this letter provide a further outline of the Merger and the business to be conducted at the REFI Special Meeting.

Your vote is extremely important! Your immediate response will help avoid potential delays and expenses associated with soliciting shareholder votes. I urge you to complete, date and sign the enclosed proxy card and return

it promptly in the enclosed postage-prepaid envelope at your earliest convenience to assure that your shares are represented at the REFI Special Meeting. If you prefer, you can authorize your proxy through the internet or by telephone as described in the accompanying joint proxy statement/prospectus and on the enclosed proxy card.

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of the shares of LIEN Common Stock to be issued under this joint proxy statement/prospectus or determined if this joint proxy statement/prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

This joint proxy statement/prospectus is dated [  ], 2026 and it is first being mailed or otherwise delivered to REFI Shareholders on or about [    ], 2026.

Notice is hereby given to the owners of shares of common stock (the “REFI Shareholders”) of Chicago Atlantic Real Estate Finance, Inc., a Maryland corporation (“REFI”), that:

A Special Meeting of Shareholders (the “REFI Special Meeting”) of REFI will be held virtually on [ ], 2026 at [ ], Eastern Time, at the following website: www.[  ].com, for REFI Shareholders to consider and vote on:

Closing of the Merger (as defined below) is contingent upon (i) REFI Shareholder approval of the BDC Election Proposal, the New BDC Advisory Agreement Proposal and the Merger Proposal, (ii) approval by holders of common stock of LIEN (“LIEN Shareholders”) of (a) the issuance of shares of LIEN common stock, par value $0.01 per share (“LIEN Common Stock”), pursuant to the Merger Agreement and (b) the Merger Agreement, (iii) receipt by REFI of the Post-BDC Election Approvals, and (iv) certain other closing conditions.

Pursuant to the Merger Agreement, REFI will merge with and into LIEN, with LIEN as the surviving company (the “Merger”). Subject to the terms and conditions of the Merger Agreement, if the Merger is completed, each holder of REFI common stock, par value $0.01 per share (“REFI Common Stock”), issued and outstanding immediately prior to the date and time when the Merger becomes effective (the “Merger Effective Time”) will have the right to receive, for each share of REFI Common Stock, a number of shares of LIEN Common Stock equal to the Exchange Ratio (as defined below), provided, that the Exchange Ratio shall be adjusted if, between the Determination Date (as defined below) and the Merger Effective Time, (i) either LIEN or REFI declares or pays an extraordinary dividend, or (ii) the respective outstanding shares of LIEN Common Stock or REFI Common Stock have been increased or decreased or changed into or exchanged for a different number or kind of shares or securities, in each case, as a result of any reclassification, recapitalization, stock split, reverse stock split, split-up, combination or exchange of shares, or if a stock dividend or dividend payable in any other securities has been authorized and declared with a record date within such period.

Under the terms of the Merger Agreement, as of a mutually agreed date no earlier than 48 hours (excluding Sundays and holidays) prior to the effective date of the Merger (such date, the “Determination Date”) (i) LIEN will deliver to REFI a calculation of its net asset value (“NAV”) per share as of such date, and (ii) REFI will deliver to LIEN a statement of its adjusted book value per share as of such date. Each such calculation will be prepared in accordance

with the valuation principles, assumptions and methodologies, and giving effect to the categories of adjustments, set forth in Exhibit A of the Merger Agreement, including to record the applicable investment portfolio at fair value in accordance with Financial Accounting Standards Board’s Accounting Standards Codification (“ASC”) 820 and ASC 946. LIEN’s calculation of its NAV per share, as so adjusted, is referred to as the “Closing LIEN NAV,” and REFI’s statement of its adjusted book value per share is referred to as the “Closing REFI NAV.” The Closing LIEN NAV and Closing REFI NAV, as applicable, will be updated under the circumstances set forth in the Merger Agreement. The “Exchange Ratio” is the ratio (rounded to the fourth decimal place) of the Closing REFI NAV to the Closing LIEN NAV. See “Summary of the Merger — Merger Consideration” in the joint proxy statement/prospectus accompanying this letter for a full description of the determination of the Exchange Ratio pursuant to the Merger Agreement.

Enclosed is a copy of the joint proxy statement/prospectus and the proxy card. You have the right to receive notice of, and to vote at, the REFI Special Meeting if you were a REFI Shareholder of record at the close of business on [   ], 2026. Whether or not you expect to be present virtually at the REFI Special Meeting, please sign the enclosed proxy and return it promptly in the envelope provided, or authorize your proxy via the internet or telephone. Instructions are shown on the proxy card.

Your vote is extremely important to us. In the event there are not sufficient votes for a quorum or to approve any of the REFI Proposals at the time of the REFI Special Meeting, or to permit the filing and SEC acceptance of the BDC Election and the REFI Board’s consideration and adoption of the Post-BDC Election Approvals prior to the vote on the Merger Proposal, the REFI Special Meeting may be adjourned in accordance with the REFI Adjournment Proposal. See “The REFI Special Meeting” and “REFI Proposal IV — REFI Adjournment Proposal” in the accompanying joint proxy statement/prospectus for additional information.

The Merger and the Merger Agreement are each described in more detail in this joint proxy statement/prospectus, which you should read carefully and in its entirety before authorizing a proxy to vote. A copy of the Merger Agreement is attached to this joint proxy statement/prospectus as Annex A.

THE REFI BOARD, INCLUDING, AFTER SEPARATE MEETINGS AND DISCUSSION, AND UPON RECOMMENDATION OF A SPECIAL COMMITTEE OF THE REFI BOARD OF DIRECTORS COMPRISED SOLELY OF THE INDEPENDENT DIRECTORS OF REFI (THE “REFI SPECIAL COMMITTEE”), HAS UNANIMOUSLY APPROVED THE REFI PROPOSALS AND UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” EACH OF THE REFI PROPOSALS

This is an important meeting. To ensure proper representation at the meeting, please promptly authorize a proxy over the internet or by telephone, or execute and return the accompanying proxy card, which is being solicited by the REFI Board. Instructions are shown on the proxy card. Authorizing a proxy is important to ensure a quorum at the REFI Special Meeting. Proxies may be revoked at any time before they are exercised by submitting a written notice of revocation or a subsequently executed proxy, or by attending the REFI Special Meeting and voting virtually. In addition to the use of mail, directors, officers and regular employees of REFI Manager, without special compensation therefor, may solicit proxies personally or by telephone, electronic mail, facsimile or other electronic means from REFI Shareholders. The address of REFI Manager is 420 N. Wabash Avenue, Suite 500, Chicago, IL 60611.

Important notice regarding the availability of proxy materials for the REFI Special Meeting, REFI’s joint proxy statement/prospectus and the proxy card are available at www.[    ].com.

This document, which forms part of a registration statement on Form N-14 filed with the U.S. Securities and Exchange Commission (the “SEC”) by LIEN (File No. 333-[  ]), constitutes a prospectus of LIEN under Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), with respect to the shares of LIEN Common Stock to be issued to REFI Shareholders as required by the Merger Agreement.

This document also constitutes a joint proxy statement of LIEN and REFI under Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). It also constitutes a notice of meeting with respect to: (1) a special meeting of LIEN Shareholders (the “LIEN Special Meeting”), at which LIEN Shareholders will be asked to vote upon (i) the issuance of the LIEN Common Stock pursuant to the Merger Agreement (such proposal, the “Merger Stock Issuance Proposal”) (ii) the Merger Agreement, including the Merger and related transactions and (iii) the adjournment of the LIEN Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve the foregoing proposals (the “LIEN Adjournment Proposal”) (collectively with the Merger Stock Issuance Proposal and the Merger Agreement, the “LIEN Proposals”); and (2) a special meeting of REFI Shareholders (the “REFI Special Meeting”), at which REFI Shareholders will be asked to vote on (i) REFI’s election (the “BDC Election”) to be regulated as a business development company under the Investment Company Act of 1940, as amended (the “1940 Act”), by filing a Form N-54A with the SEC (such proposal, the “BDC Election Proposal”), (ii) a new 1940 Act compliant investment advisory agreement by and between REFI and LIEN Adviser (such proposal, the “New BDC Advisory Agreement Proposal”), (iii) the adoption of the Merger Agreement, pursuant to which the Merger will be consummated (such proposal, the “Merger Proposal”) and (iv) the adjournment of the REFI Special Meeting, from time to time, if necessary or appropriate, including (a) to permit the filing and SEC acceptance of the BDC Election and the REFI Board’s consideration and adoption of the approvals required to be made by the REFI Board pursuant to Rule 17a-8 of the 1940 Act prior to the vote on the Merger Proposal, and (b) to solicit additional proxies if there are insufficient votes to approve the BDC Election Proposal, the New BDC Advisory Agreement Proposal and the Merger Proposal (such proposal, the “REFI Adjournment Proposal” and together with the BDC Election Proposal, the New BDC Advisory Agreement Proposal and the Merger Proposal, the “REFI Proposals”).

You should rely only on the information contained in this joint proxy statement/prospectus, including in determining how to vote your shares of LIEN Common Stock or REFI Common Stock, as applicable. No one has been authorized to provide you with information that is different from that contained in this joint proxy statement/prospectus. This joint proxy statement/prospectus is dated [   ], 2026. You should not assume that the information contained in this joint proxy statement/prospectus is accurate as of any date other than that date. Neither the mailing of this joint proxy statement/prospectus to LIEN Shareholders or REFI Shareholders nor the issuance of LIEN Common Stock in connection with the Merger will create any implication to the contrary.

This joint proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

Except where the context otherwise indicates, information contained in this joint proxy statement/prospectus regarding LIEN has been provided by LIEN and information contained in this joint proxy statement/prospectus regarding REFI has been provided by REFI.

When used in this document, unless otherwise indicated in this document or the context otherwise requires:

The questions and answers below highlight only selected information from this joint proxy statement/prospectus. They do not contain all of the information that may be important to you. You should read carefully this entire document to fully understand the Merger Agreement and the transactions contemplated thereby (including the Merger) and the voting procedures for each of the LIEN Special Meeting and the REFI Special Meeting.

In addition to the other information included in this document, shareholders should carefully consider the matters described below in determining whether to approve (i) in the case of REFI Shareholders, the REFI Proposals and (ii) in the case of LIEN Shareholders, the LIEN Proposals. The information in “Item 1A. Risk Factors” in Part I of LIEN’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, is incorporated herein by reference for general risks related to LIEN. The information in “Item 1A. Risk Factors” in Part I of REFI’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, is incorporated herein by reference for general risks related to REFI. The risks set out below and incorporated by reference herein, are not the only risks LIEN and REFI and, following the Merger, the combined company, face. Additional risks and uncertainties not currently known to LIEN or REFI or that they currently deem to be immaterial also may materially adversely affect their or, following the Merger, the combined company’s, business, financial condition or operating results. If any of the following events occur, LIEN or REFI or, following the Merger, the combined company’s, business, financial condition or results of operations could be materially adversely affected. See also “Incorporation by Reference for LIEN,” “Incorporation by Reference for REFI” and “Where You Can Find More Information” in this joint proxy statement/prospectus.

At the Merger Effective Time, each share of REFI Common Stock issued and outstanding immediately prior to such time (other than shares owned by LIEN or any of its consolidated subsidiaries) will be converted into the right to receive a number of shares of LIEN Common Stock equal to the Exchange Ratio, plus any cash (without interest) in lieu of fractional shares.

The market value of the shares of LIEN Common Stock to be received by REFI Shareholders may vary from the closing price of LIEN Common Stock on the date the Merger was announced, on the date that this joint proxy statement/prospectus was mailed to shareholders, on the date of the REFI Special Meeting or the date of the LIEN Special Meeting and on the date the Merger is completed and thereafter.

Accordingly, at the time of the REFI Special Meeting, REFI Shareholders will not know or be able to calculate the market price of the Merger Consideration they would receive upon completion of the Merger.

The market price and liquidity of the market for LIEN Common Stock may be significantly affected by numerous factors, some of which are beyond LIEN’s control and may not be directly related to LIEN’s operating performance. These factors include:

See “Special Note Regarding Forward-Looking Statements” for other factors that could cause the market price of LIEN Common Stock to change.

The last reported closing sales price of LIEN Common Stock as reported on the NASDAQ on December 31, 2025, the last trading day of the fiscal year ended December 31, 2025, was $10.33 and for the period from January 1, 2026 through [ ], 2026 from a low of $[ ] to a high of $[ ]. However, historical trading prices are not necessarily indicative of future performance. REFI Shareholders should obtain current market quotations for shares of LIEN Common Stock prior to the REFI Special Meeting.

At the Merger Effective Time, each share of REFI Common Stock issued and outstanding immediately prior to such time (other than shares owned by LIEN or any of LIEN’s consolidated subsidiaries), will be converted into the right to receive a number of shares of LIEN Common Stock equal to the Exchange Ratio, plus any cash (without interest) in lieu of fractional shares.

Former REFI Shareholders may decide not to hold the shares of LIEN Common Stock that they will receive pursuant to the Merger Agreement. Certain of REFI Shareholders, such as funds with limitations on their permitted holdings of stock in individual issuers, may be required to sell the shares of LIEN Common Stock that they receive pursuant to the Merger Agreement. In addition, LIEN Shareholders may decide not to hold their shares of LIEN Common Stock after completion of the Merger. In each case, such sales of LIEN Common Stock could have the effect of depressing the market price for LIEN Common Stock and may take place soon after the completion of the Merger.

Immediately prior to the BDC Election Time, any vesting conditions applicable to each outstanding share of REFI Restricted Stock will, automatically and without any required action on the part of the holder thereof, accelerate in full and thereafter participate in the Merger along with the other shares of REFI Common Stock. Following the Merger Effective Time, holders of previously restricted shares may sell the shares of LIEN Common Stock that they receive in the Merger, subject to applicable securities laws.

In addition, on July 9, 2026, REFI issued 4,306,754 shares of REFI Common Stock to Koach investors in the Koach Transaction, which will be converted into shares of LIEN Common Stock in the Merger. These shares are subject to lock-up letters restricting transfers for periods of three months (as to 20% of the shares) and six months (as to the remaining 80% of the shares) following the July 9, 2026 closing of the Koach Transaction. Following expiration of the applicable lock-up periods, the shares of LIEN Common Stock held by the Koach investors will become freely transferable, and the subsequent sale of these shares could create market overhang and adversely affect the market price of LIEN Common Stock.

REFI Shareholders will experience a substantial reduction in their respective percentage ownership interests and effective voting power in respect of the combined company relative to their respective percentage ownership interests in REFI prior to the Merger. Consequently, REFI Shareholders should expect to exercise less influence over the management and policies of the combined company following the Merger than they currently exercise over the management and policies of REFI. LIEN Shareholders will experience a substantial reduction in their respective percentage ownership interests and effective voting power in respect of the combined company relative to their respective ownership interests in LIEN prior to the Merger. Consequently, LIEN Shareholders should expect to exercise less influence over the management and policies of the combined company following the Merger than they currently exercise over the management and policies of LIEN.

Prior to completion of the Merger, subject to certain restrictions in the Merger Agreement, and certain restrictions under the 1940 Act for issuances at prices below the then current NAV per share of LIEN Common Stock, LIEN may issue additional shares of LIEN Common Stock, which would further reduce the percentage ownership of the combined company to be held by LIEN Shareholders or to be held by REFI Shareholders, as applicable.

In addition to the customary shareholder approvals required for the Merger, the Merger Agreement conditions completion of the Merger on approval of the Merger Agreement by at least a majority of the shares of LIEN Common

Stock voted at the LIEN Special Meeting held by the LIEN Unaffiliated Shareholders (the “LIEN Minority Vote”), and on approval of the Merger Proposal by at least a majority of the shares of REFI Common Stock voted at the REFI Special Meeting held by the REFI Unaffiliated Shareholders (the “REFI Minority Vote,” and together with the LIEN Minority Vote, the “Minority Vote Requirements”).

The Minority Vote Requirements are heightened voting standards that were added to the Merger Agreement in response to the affiliation between LIEN and REFI (which share a common investment adviser platform) and the potential conflicts of interest presented by the Merger. Because affiliated shares are excluded from both the numerator and the denominator of the Minority Vote Requirements, a relatively small number of unaffiliated shareholder votes can determine whether the Merger is approved. If the Minority Vote Requirements are not obtained on either side, the Merger cannot be completed, notwithstanding the Support Agreements or the affirmative vote of affiliated shareholders.

The Minority Vote Requirements also make the vote outcome more sensitive to shareholder participation. Broker non-votes and abstentions have the effect of votes against the Merger Agreement and the Merger Proposal because those proposals also require the affirmative vote of at least a majority of the outstanding shares of LIEN Common Stock or REFI Common Stock, as applicable. As a result, low shareholder turnout or high broker non-vote levels could result in failure of the Merger even if a substantial majority of unaffiliated shareholders who actually vote support the Merger. However, abstentions will not be counted as votes cast for purposes of the separate majority-of-the-minority-shares-voted requirement.

The REFI Special Meeting is expected to be conducted in two sessions, which are expected to occur on the same day. At the initial session, REFI Shareholders will vote on the BDC Election Proposal, the New BDC Advisory Agreement Proposal and the REFI Adjournment Proposal. Following the vote on the BDC Election Proposal and the New BDC Advisory Agreement Proposal, the REFI Special Meeting will be adjourned pursuant to the REFI Adjournment Proposal for a Sequencing Adjournment for a short period of time, during which (i) REFI will file its Form N-54A with the SEC and, upon acceptance of such filing, the BDC Election Time will occur, and (ii) the REFI Board (acting on the recommendation of the REFI Special Committee) will consider and adopt the Post-BDC Election Approvals. The REFI Special Meeting will thereafter be reconvened, which is expected to occur on the same day, and REFI Shareholders will vote on the Merger Proposal at the reconvened session.

The two-session meeting structure is designed to accommodate the sequencing required by the Merger Agreement and the 1940 Act. Specifically, REFI’s status must change from a REIT to a BDC (and the Post-BDC Election Approvals must be adopted) before REFI Shareholders vote on the Merger Proposal, because REFI Shareholders voting on the Merger Proposal at the reconvened session will be voting as shareholders of a BDC rather than a REIT.

In addition, the two-session structure requires that a series of steps be completed within a limited timeframe, including SEC acceptance of the Form N-54A, the REFI Special Committee’s recommendation to the REFI Board, and the REFI Board’s adoption of the Post-BDC Election Approvals. Any delay in completing these steps could require an additional adjournment (which could implicate a new record date if not completed within 120 days of the original record date) and could delay or prevent the completion of the Merger.

On July 9, 2026, REFI consummated the Koach Transaction, in which REFI issued 4,306,754 shares of REFI Common Stock in exchange for second lien promissory notes issued by Koach in an aggregate principal amount of approximately $62.5 million. See “Summary of the Merger — The Parties to the Merger — Chicago Atlantic Real Estate Finance, Inc.”

Because the Koach Transaction was consummated prior to the Determination Date, the additional shares of REFI Common Stock issued in the Koach Transaction and the Koach Notes acquired by REFI in the Koach Transaction will be reflected in the calculation of the Closing REFI NAV per share, and therefore in the Exchange Ratio. REFI expects the Koach Transaction to be neutral or slightly accretive to REFI’s adjusted book value per share as of the closing date of the Koach Transaction. However, the actual impact of the Koach Transaction on the Closing REFI NAV per share, and therefore on the Exchange Ratio, will not be determinable until the Determination Date and may differ from the

expectations described in this joint proxy statement/prospectus. Factors that could cause the actual impact of the Koach Transaction to differ from these expectations include changes in the fair value of the Koach Notes between the closing date of the Koach Transaction and the Determination Date, credit or performance issues with respect to the Koach borrowers or the underlying collateral, and changes in the discount rates or other assumptions used in valuing the Koach Notes.

The realization of certain benefits anticipated as a result of the Merger will depend in part on the integration of REFI’s investment portfolio with LIEN’s investment portfolio and the integration of REFI’s business with LIEN’s business. There can be no assurance that REFI’s investment portfolio or business can be operated profitably or integrated successfully into LIEN’s operations in a timely fashion or at all. The dedication of management resources to such integration may detract attention from the day-to-day business of the combined company, and there can be no assurance that there will not be substantial costs associated with the transition process or that there will not be other material adverse effects as a result of these integration efforts. Such effects, including incurring unexpected costs or delays in connection with such integration and failure of REFI’s investment portfolio to perform as expected, could have a material adverse effect on the financial results of the combined company.

LIEN also expects to achieve certain cost savings from the Merger when the two companies have fully integrated their portfolios. It is possible that the estimates of the potential cost savings could ultimately be incorrect. The cost savings estimates also assume LIEN will be able to combine the operations of LIEN and REFI in a manner that permits those cost savings to be fully realized. If the estimates turn out to be incorrect or if LIEN is not able to combine REFI’s investment portfolio or business with the operations of LIEN successfully, the anticipated cost savings may not be fully realized or realized at all or may take longer to realize than expected.

Certain agreements of LIEN and REFI or their respective affiliates, which may include agreements governing indebtedness of LIEN or REFI, will or may require the consent or waiver of one or more counterparties in connection with the Merger. The failure to obtain any such consent or waiver may permit such counterparties to terminate, or otherwise increase their rights or LIEN’s or REFI’s obligations under, any such agreement because the Merger or other transactions contemplated by the Merger Agreement may violate an anti-assignment, change of control or other similar provision relating to any of such transactions. If this occurs, LIEN may have to seek to replace that agreement with a new agreement or seek an amendment to such agreement. LIEN and REFI cannot assure you that LIEN will be able to replace or amend any such agreement on comparable terms or at all.

If any such agreement is material, the failure to obtain consents, amendments or waivers under, or to replace on similar terms or at all, any of these agreements could adversely affect the financial performance or results of operations of the combined company following the Merger, including preventing LIEN from operating a material part of REFI’s business.

In addition, the consummation of the Merger may violate, conflict with, result in a breach of provisions of, or the loss of any benefit under, constitute a default (or an event that, with or without notice or lapse of time or both, would constitute a default) under, or result in the termination, cancellation, acceleration or other change of any right or obligation (including any payment obligation) under, certain agreements of LIEN or REFI. Any such violation, conflict, breach, loss, default or other effect could, either individually or in the aggregate, have a material adverse effect on the financial condition, results of operations, assets or business of the combined company following completion of the Merger.

It is a condition to Closing that the lenders under the REFI Revolving Credit Facility and the REFI Unsecured Notes shall have either agreed to LIEN’s assumption of the indebtedness or such indebtedness shall have been repaid prior to Closing. As of the date of the Merger Agreement, the agent and lenders under the REFI Revolving Credit Facility have provided a preliminary consent supporting the transaction, and the parties expect to obtain a definitive

consent prior to Closing. However, the lenders under the REFI Unsecured Notes have not provided any consent as of the date of the Merger Agreement, and although REFI expects to obtain their consent (or, alternatively, to repay the notes) prior to Closing, there is no assurance that either outcome will occur. If REFI is unable to satisfy the closing condition, the parties may not be able to consummate the Merger.

The opinions of financial advisors to the LIEN Special Committee and the REFI Special Committee, respectively, were delivered to the parties’ respective special committees of the boards on, and dated, June 16, 2026 and June 17, 2026, respectively. Changes in the operations and prospects of LIEN or REFI, general market and economic conditions and other factors that may be beyond the control of REFI or LIEN may significantly alter LIEN’s or REFI’s respective value or the price of shares of LIEN Common Stock or REFI Common Stock by the time the Merger is completed. The opinions do not speak as of the time the Merger will be completed or as of any date other than the date of such opinions. For a description of the opinion that the REFI Board and the REFI Special Committee received from the REFI Special Committee’s financial advisor, see “The Merger — Opinion of the REFI Special Committee’s Financial Advisor.” For a description of the opinion that the LIEN Special Committee received from the LIEN Special Committee’s financial advisor, see “The Merger — Opinion of the LIEN Special Committee’s Financial Advisor.”

The announcement and pendency of the Merger could cause disruptions in and create uncertainty surrounding both LIEN’s and REFI’s business, including affecting relationships with existing and future borrowers, which could have a significant negative impact on future revenues and results of operations, regardless of whether the Merger is completed. In addition, LIEN and REFI have diverted, and will continue to divert, management resources towards the completion of the Merger, which could have a negative impact on each of LIEN’s and REFI’s future revenues and results of operations.

LIEN and REFI are also subject to restrictions on the conduct of each of LIEN’s and REFI’s businesses prior to the completion of the Merger as provided in the Merger Agreement, generally requiring LIEN and REFI to conduct business only in the ordinary course and subject to specific limitations, including, among other things, certain restrictions on each of LIEN’s and REFI’s respective ability to make certain investments and acquisitions, sell, transfer or dispose of LIEN’s and REFI’s respective assets, amend each of LIEN’s and REFI’s respective organizational documents and enter into or modify certain material contracts. These restrictions could prevent LIEN or REFI from pursuing otherwise attractive business opportunities, industry developments and future opportunities and may otherwise have a significant negative impact on the respective future investment income and results of operations of each of LIEN and/or the combined company following the Merger.

The Merger may not be completed. If the Merger is not completed, LIEN and REFI will have incurred substantial expenses for which no ultimate benefit will have been received. Both companies have incurred out-of-pocket expenses in connection with the Merger for investment banking, legal and accounting fees and financial printing and other related charges, much of which will be incurred even if the Merger is not completed. See “Description of the Merger Agreement — Expenses and Fees.”

If the Merger Agreement is terminated, there may be various consequences, including:

The Merger Agreement contains provisions that limit each of LIEN’s and REFI’s ability to discuss, facilitate or commit to competing third-party proposals to acquire all or a significant part of LIEN or REFI, as applicable. These provisions, which are typical for transactions of this type, might discourage a potential competing acquirer that might have an interest in acquiring all or a significant part of LIEN or REFI from considering or proposing that acquisition even if it were prepared to pay consideration with a higher per share market price than that proposed in the Merger or might result in a potential competing acquirer proposing to pay a lower per share price to acquire LIEN or REFI than it might otherwise have proposed to pay. However, unlike many public-company merger agreements, the Merger Agreement does not require REFI or LIEN to pay a termination fee to the other party under any circumstance.

The Merger is subject to closing conditions, including certain approvals of LIEN Shareholders and REFI Shareholders that, if not satisfied, will prevent the Merger from being completed. The closing condition that REFI Shareholders adopt the Merger Agreement and approve the Merger, the BDC Election Proposal and the New BDC Advisory Agreement Proposal may not be waived under applicable law and must be satisfied for the Merger to be completed. If REFI Shareholders do not approve the Merger Proposal, the BDC Election Proposal and the New BDC Advisory Agreement Proposal and the Merger is not completed, the resulting failure of the Merger could have a material adverse impact on LIEN’s and REFI’s business and operations. In addition, the closing condition that LIEN Shareholders approve the Merger Stock Issuance Proposal and the Merger Agreement, including the Merger and related transactions, may not be waived under applicable law and must be satisfied for the Merger to be completed. If LIEN Shareholders do not approve the Merger Stock Issuance Proposal and the Merger Agreement, including the Merger and related transactions, and the Merger is not completed, the resulting failure of the Merger could have a material adverse impact on REFI’s and LIEN’s business and operations. The Merger is also conditioned on receipt by REFI of the Post-BDC Election Approvals from the REFI Board (upon recommendation of the REFI Special Committee) under Rule 17a-8 of the 1940 Act following the BDC Election Time. If the Post-BDC Election Approvals are not obtained on the anticipated schedule, the Merger will not be completed on the anticipated timeline and may not be completed at all. In addition to the required approvals of REFI Shareholders and LIEN Shareholders, the Merger is subject to a number of other conditions beyond REFI’s and LIEN’s control that may prevent, delay or otherwise materially adversely affect completion of the Merger. REFI or LIEN cannot predict whether and when these other conditions will be satisfied.

LIEN and REFI may be subject to legal actions, including securities class action lawsuits and derivative lawsuits, as well as various regulatory, governmental and law enforcement inquiries, investigations and subpoenas in connection with the Merger. These or any similar securities class action lawsuits and derivative lawsuits, regardless of their merits, may result in substantial costs and divert management time and resources. An adverse judgment in such cases could have a negative impact on the liquidity and financial condition of LIEN and/or the combined company following the Merger or could prevent the Merger from being completed.

Uncertainty about the effect of the Merger may have an adverse effect on LIEN and REFI and, consequently, on the combined company following completion of the Merger. These uncertainties may cause those that deal with LIEN and REFI to seek to change their existing business relationships with LIEN and REFI, respectively. In addition, the Merger Agreement restricts LIEN and REFI from taking actions that they might otherwise consider to be in their best interests. These restrictions may prevent LIEN and REFI from pursuing certain business opportunities that may arise prior to the completion of the Merger. Please see “Description of the Merger Agreement — Conduct of Business Pending Completion of the Merger” for a description of the restrictive covenants to which REFI is subject.

Certain conditions to LIEN’s and REFI’s respective obligations to complete the Merger may be waived, in whole or in part, to the extent legally allowed, either unilaterally or by agreement of LIEN and REFI. In the event that any such waiver does not require resolicitation of shareholders, the parties to the Merger Agreement will have the discretion to complete the Merger without seeking further shareholder approval. The conditions requiring the approval of the Merger Stock Issuance Proposal and the Merger Agreement, including the Merger and related transactions, by LIEN Shareholders and the BDC Election Proposal, the New BDC Advisory Agreement Proposal, and the Merger Proposal by REFI Shareholders, however, cannot be waived.

The rights associated with REFI Common Stock are different from the rights associated with LIEN Common Stock. See “Comparison of LIEN and REFI Shareholder Rights.”

REFI has elected to be treated as a REIT for U.S. federal income tax purposes. Certain ordinary dividends paid by a REIT may be treated as “qualified REIT dividends” eligible for the deduction available to non-corporate taxpayers under Section 199A of the Code, subject to certain limitations. As a result, a REFI Shareholder that is a non-corporate taxpayer currently may be eligible for a U.S. federal income tax deduction equal to 20% of the aggregate amount of qualified REIT dividends received by such shareholder from REFI, subject to applicable limitations and holding period requirements. By contrast, following the Merger, REFI Shareholders will own shares of LIEN, a BDC that is treated as a RIC, not a REIT, and dividends paid by LIEN generally will not be qualified REIT dividends eligible for the Section 199A deduction. Accordingly, for certain non-corporate former REFI Shareholders, the Merger may increase the effective U.S. tax rate applicable to taxable dividends received from LIEN as compared to the effective tax rate previously incurred on taxable dividends received from REFI.

Shareholders are urged to consult their own tax advisors regarding the U.S. federal income tax consequences of the Merger and the ownership and disposition of shares of LIEN Common Stock in light of their particular circumstances.

The businesses of LIEN and REFI differ in some respects and, accordingly, the results of operations of the combined company and the market price of LIEN Common Stock after the Merger may be affected by factors different from those currently affecting the independent results of operations of LIEN and REFI and the market prices of LIEN Common Stock and REFI Common Stock.

These factors include a larger shareholder base, differences in the investment strategies and a different capital structure.

Accordingly, the historical trading prices and financial results of LIEN may not be indicative of these matters for the combined company following the Merger. For a discussion of the business of LIEN and of certain factors to consider in connection with its business, see “Business of LIEN.” For a discussion of the business of REFI and of certain factors to consider in connection with its business, see “Business of REFI.”

Following the Merger, the combined company will be externally managed by LIEN Adviser pursuant to a BDC-style investment advisory agreement, which provides for a base management fee calculated on gross assets and a two-part incentive fee. REFI is currently subject to a REIT-style management fee structure providing for a base management fee calculated on total equity and a single-tier incentive fee tied to REFI Core Earnings. Based on historical fee comparisons reviewed by the REFI Special Committee, the BDC fee structure applicable to the combined company would have resulted in higher aggregate management and incentive fees over the historical periods reviewed than REFI’s existing REIT fee structure. REFI Shareholders should consider that the combined company’s fee structure may result in higher aggregate fees borne by shareholders relative to REFI’s fee structure on a standalone basis. See “Comparative Fees and Expenses.”

Appraisal rights are statutory rights that enable shareholders to dissent from certain extraordinary transactions, such as certain mergers, and to demand that the corporation pay the fair value for their shares as determined by a court in a judicial proceeding instead of receiving the consideration offered to shareholders in connection with the applicable transaction. Under Maryland law, LIEN Shareholders and REFI Shareholders will not have rights to an appraisal of the fair value of their shares in connection with the Merger.

LIEN and REFI intend that the Merger will qualify as a tax-free reorganization under Section 368(a) of the Code, and each expect to receive a legal opinion to that effect. However, if the Internal Revenue Service (the “IRS”) or a court determines that the Merger should not be treated as a tax-free reorganization under Section 368(a) of the Code, then a shareholder would generally recognize gains or losses for U.S. federal income tax purposes upon the exchange of REFI Common Stock for LIEN Common Stock in the Merger.

REFI has elected to qualify as a REIT and has operated in a manner that it believes has allowed it to qualify as a REIT for U.S. federal income tax purposes under the Code and intends to continue to so qualify as a REIT at the time of the Merger. LIEN has elected to qualify as a RIC and has operated in a manner that it believes has allowed it to qualify as a RIC for U.S. federal income tax purposes under the Code and intends to continue to do so through and following the Merger. In order to qualify as a RIC or a REIT, a corporation must satisfy numerous requirements relating to, among other things, the nature of its assets, income and distributions. If LIEN or REFI had failed or fails to qualify as a RIC or a REIT, respectively, for U.S. federal income tax purposes, the combined company may have significant tax liabilities, or may have to make significant distributions and pay penalty or excise taxes in order for the combined company to qualify as a RIC. These liabilities could substantially reduce the combined company’s cash available for distribution to its shareholders and the value of LIEN Common Stock. In addition, if either LIEN or REFI have failed or fail to qualify as a RIC or a REIT, respectively, for U.S. federal income tax purposes, the analysis of the Merger as a tax-free reorganization could be impacted.

The following tables are intended to assist LIEN Shareholders and REFI Shareholders in understanding the costs and expenses that an investor in shares of LIEN Common Stock or REFI Common Stock bears directly or indirectly and, based on the assumptions set forth below, the pro forma costs and expenses estimated to be incurred by the combined company in the first year following completion of the Merger. LIEN and REFI caution you that some of the percentages indicated in the table below are estimates and may vary. Actual expenses may be greater or less than shown. Except where the context suggests otherwise, whenever this document contains a reference to fees or expenses paid or to be paid by “you,” “LIEN” or “REFI,” investors will indirectly bear such fees or expenses as shareholders of LIEN or REFI, as applicable. The table below is based on information as of March 31, 2026 (except as noted below) and includes expenses of the applicable consolidated subsidiaries.

The following example demonstrates the projected dollar amount of total cumulative expenses that would be incurred over various periods with respect to a hypothetical investment in LIEN, REFI or the combined company’s common stock following completion of the Merger on a pro forma basis, in each case assuming that LIEN, REFI and the combined company hold no cash or liabilities other than debt. In calculating the following expense amounts, each of LIEN and REFI has assumed that it would have no additional leverage and that its annual operating expenses would remain at the levels set forth in the tables above. Calculations for the pro forma combined company following the Merger assume that the Merger closed on March 31, 2026 and that the leverage and operating expenses of LIEN and REFI remain at the levels set forth in the tables above. Transaction expenses related to the Merger are not included in the following examples.

The foregoing tables are intended to assist you in understanding the various costs and expenses that an investor in LIEN, REFI or, following the Merger, the combined company will bear directly or indirectly. While the example assumes, as required by the SEC, a 5% annual return, performance of LIEN, REFI and the combined company will vary and may result in a return greater or less than 5%. The incentive fee based on pre-incentive fee NII under the LIEN Investment Advisory Agreement and the REFI Management Agreement, which, assuming a 5% annual return, would either not be payable or would have an insignificant impact on the expense amounts shown above, is not included in the example. If sufficient returns are achieved on investments, including through the realization of capital gains, to trigger an incentive fee of a material amount, expenses, and returns to investors, would be higher. This example assumes that, as of March 31, 2026, the sum of realized capital losses and unrealized capital depreciation on a cumulative basis since inception for LIEN and REFI is zero.

The example and the expenses in the table above should not be considered a representation of LIEN’s, REFI’s, or, following completion of the Merger, the combined company’s, future expenses, and actual expenses may be greater or less than those shown.

Section 15 of the 1940 Act requires an investment adviser to a registered investment company (including a BDC) to be party to a written investment advisory agreement that has been approved by the shareholders of the investment company. As a result, from and after the BDC Election Time, REFI is required to have a 1940 Act compliant investment advisory agreement in place. Under the Merger Agreement, REFI has agreed to enter into the New BDC Advisory Agreement with LIEN Adviser, subject to approval by REFI Shareholders under the New BDC Advisory Agreement Proposal. The material terms of the New BDC Advisory Agreement are described below. A copy of the form of the New BDC Advisory Agreement is attached to this joint proxy statement/prospectus as Annex D and is incorporated herein by reference. The description below is qualified in its entirety by reference to the full text of the form of New BDC Advisory Agreement.

The New BDC Advisory Agreement will become effective at the BDC Election Time and will remain in effect only for the brief period between the BDC Election Time and the Merger Effective Time, which is expected to be a matter of hours on the same day as the REFI Special Meeting. Immediately after the Merger Effective Time, the New BDC Advisory Agreement will terminate automatically. From and after the Merger Effective Time, the combined company will be advised by LIEN Adviser pursuant to the existing LIEN Investment Advisory Agreement, which has been approved by LIEN Shareholders. See “Business of LIEN” and “Management Agreements of LIEN.”

The New BDC Advisory Agreement is substantially the same as the LIEN Investment Advisory Agreement in all material respects, including with respect to services to be provided, fee structure, term, termination, indemnification and standard of care. See “Business of LIEN,” “Management Agreements of LIEN” and Item 1 of Part I of LIEN’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, which is incorporated herein by reference, for the material terms of the LIEN Investment Advisory Agreement.

Under the New BDC Advisory Agreement, LIEN Adviser will manage REFI’s day-to-day operations and provide REFI with investment advisory and management services. Specifically, LIEN Adviser will (i) determine the composition and allocation of REFI’s investment portfolio, the nature and timing of any changes to REFI’s investment portfolio, and the manner of implementing any such changes; (ii) identify, evaluate, negotiate and structure the investments REFI will make; (iii) execute, close, service and monitor the investments REFI makes; (iv) determine the securities and other assets REFI will purchase, retain or sell; (v) perform due diligence on prospective portfolio companies; and (vi) provide REFI with such other investment advisory, research and related services as REFI may, from time to time, reasonably require.

Under the New BDC Advisory Agreement, LIEN Adviser will be entitled to a base management fee and a two-part incentive fee.

Base Management Fee. The base management fee will be calculated at an annual rate of 1.75% of REFI’s average gross assets (i.e., total assets held before deduction of any liabilities), which will include investments acquired with the use of leverage and exclude cash and cash equivalents. The base management fee will be payable quarterly in arrears.

Incentive Fee. The incentive fee will consist of two parts. The first part, the incentive fee on income, will be payable quarterly in arrears and will equal 20% of the excess, if any, of REFI’s “pre-incentive fee net investment income” over a 1.75% quarterly (7% annualized) hurdle rate, subject to a “catch-up” feature. The second part, the incentive fee on capital gains, will be payable at the end of each fiscal year (or upon termination of the New BDC Advisory Agreement) and will equal 20% of cumulative realized capital gains, less cumulative realized capital losses, unrealized capital depreciation and unrealized capital appreciation, less the aggregate amount of any previously paid incentive fees on capital gains for prior periods.

Because the New BDC Advisory Agreement is expected to be in effect only for a matter of hours between the BDC Election Time and the Merger Effective Time, no material fees are expected to be earned by LIEN Adviser under the New BDC Advisory Agreement during its brief effective period. The fees to be borne by the combined company under the LIEN Investment Advisory Agreement following the Merger are described in “Comparative Fees and Expenses.”

For a comparison of the fee structure under the New BDC Advisory Agreement to the fee structure under the existing REFI Management Agreement, see “Comparative Fees and Expenses.”

The New BDC Advisory Agreement will have an initial two-year term and will continue thereafter from year to year if approved annually by a majority of the REFI Independent Directors or the vote of a majority of REFI’s outstanding voting securities (as defined in the 1940 Act). The New BDC Advisory Agreement may be terminated at any time, without payment of any penalty, on 60 days’ written notice by REFI (upon vote of a majority of the REFI Board or a majority of REFI’s outstanding voting securities) or by LIEN Adviser. In addition, the New BDC Advisory Agreement will terminate automatically upon (i) its assignment (as defined in the 1940 Act) or (ii) the Merger Effective Time, as described above.

The New BDC Advisory Agreement provides that, absent willful misfeasance, bad faith or gross negligence in the performance of its duties, or reckless disregard of its obligations and duties under the New BDC Advisory Agreement, LIEN Adviser and its affiliates, and their respective officers, managers, partners, agents, employees, controlling persons and members, are entitled to indemnification from REFI for any damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) arising from the rendering of LIEN Adviser’s services under the New BDC Advisory Agreement or otherwise as investment adviser to REFI.

In evaluating the New BDC Advisory Agreement, the REFI Special Committee and the REFI Board considered the factors required under Section 15(c) of the 1940 Act. These factors include (i) the nature, extent and quality of the services to be provided by LIEN Adviser; (ii) the investment performance of LIEN Adviser and its affiliates; (iii) the cost of the services to be provided and the profits to be realized by LIEN Adviser from its relationship with REFI; (iv) the extent to which economies of scale would be realized as REFI grows; and (v) whether fee levels reflect these economies of scale for the benefit of REFI Shareholders.

The REFI Special Committee and the REFI Board considered that the New BDC Advisory Agreement is substantively identical to the LIEN Investment Advisory Agreement and that, because the New BDC Advisory Agreement is expected to be in effect only for a matter of hours between the BDC Election Time and the Merger Effective Time, the terms of the New BDC Advisory Agreement will have no material practical effect on REFI Shareholders separate from the terms of the LIEN Investment Advisory Agreement that will govern the combined company following the Merger.

Following such consideration, the REFI Special Committee unanimously recommended that the REFI Board approve the New BDC Advisory Agreement, and the REFI Board unanimously approved the New BDC Advisory Agreement and directed that it be submitted to REFI Shareholders as the New BDC Advisory Agreement Proposal.

Approval of the New BDC Advisory Agreement Proposal is described under “REFI Proposal II — Approval of the New BDC Advisory Agreement Proposal.”

This joint proxy statement/prospectus, including the documents incorporated by reference herein, contains statements that constitute forward-looking statements, which relate to LIEN, REFI or, following the Merger, the combined company, regarding future events or the future performance or future financial condition of LIEN, REFI or, following the Merger, the combined company. The forward-looking statements may include statements as to: future operating results of LIEN, REFI or, following the Merger, the combined company and distribution projections; business prospects of LIEN, REFI or, following the Merger, the combined company and the prospects of their portfolio companies; and the impact of the investments that LIEN, REFI or, following the Merger, the combined company expect to make. Certain factors could cause actual results and conditions to differ materially from those projected, including the uncertainties associated with:

Such forward-looking statements may include statements preceded by, followed by or otherwise include the words such as “anticipates,” “believes,” “expects,” “seeks,” “plans,” “should,” “estimates,” “projects,” “may,” “might,” “will,” “would,” “could,” “can,” “continue,” “targets,” “outlook,” “potential,” “predicts,” “intends” and other variations of these words and similar expressions. The forward-looking statements contained in this joint proxy statement/prospectus involve risks and uncertainties. The actual results could differ materially from those implied or expressed in the forward-looking statements for any reason, including the factors set forth in “Item 1A. Risk Factors” in Part I of each of LIEN’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and REFI’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as such factors may be updated from time to time in their periodic filings with the SEC, and elsewhere contained or incorporated by reference in this joint proxy statement/prospectus.

Other factors that could cause actual results to differ materially include:

The forward-looking statements included in this joint proxy statement/prospectus and documents incorporated by reference into this joint proxy statement/prospectus are based on information available to them on the applicable date of the relevant document, and they assume no obligation to update any such forward-looking statements. Actual results could differ materially from those anticipated in any forward-looking statements and future results could differ materially from historical performance. Although LIEN and REFI undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that they may make directly to you or through reports that LIEN and REFI in the future may file with the SEC, including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K. This joint proxy statement/prospectus and documents incorporated by reference into this joint proxy statement/prospectus contain or may contain statistics and other data that have been obtained from or compiled from information made available by third-party service providers. These forward-looking statements apply only as of the date of this report. Moreover, neither LIEN nor REFI assumes any duty or undertakes to update the forward-looking statements. Because LIEN is regulated as a BDC under the 1940 Act, and because REFI will be regulated as a BDC under the 1940 Act from and after the BDC Election Time, forward-looking statements and projections contained in this joint proxy statement/prospectus made by LIEN, and forward-looking statements and projections made by REFI from and after the BDC Election Time, are not entitled to the safe harbor protection provided by Section 21E of the Exchange Act or Section 27A of the Securities Act, each of which by its terms is unavailable to statements made by an issuer that is an investment company (including a BDC). Forward-looking statements and projections made by REFI prior to the BDC Election Time are intended to qualify for the safe harbor provided by Section 21E of the Exchange Act and Section 27A of the Securities Act, subject to the conditions of those sections.

The LIEN Special Meeting will be held virtually on [ ], 2026 at [ ], Eastern Time, at the following website: www.[ ].com.

This joint proxy statement/prospectus will be sent to LIEN Shareholders of record as of [ ], 2026 on or about [ ], 2026.

At the LIEN Special Meeting, LIEN Shareholders will be asked to approve the Merger Stock Issuance Proposal and the Merger Agreement, including the Merger and related transactions.

After careful consideration, the LIEN Board, on the recommendation of the LIEN Special Committee, comprised solely of the LIEN Independent Directors, unanimously approved the Merger Stock Issuance Proposal and Merger Agreement, including the Merger and related transactions, and unanimously recommends that LIEN Shareholders vote “FOR” the Merger Stock Issuance Proposal and “FOR” the Merger Agreement, including the Merger and related transactions.

LIEN Shareholders may vote their shares at the LIEN Special Meeting only if they were a shareholder of record at the close of business on [ ], 2026. There were [ ] shares of the LIEN Common Stock outstanding on the LIEN Record Date. Each share of common stock is entitled to one vote.

A quorum must be present at the LIEN Special Meeting for any business to be conducted. The presence at the LIEN Special Meeting, virtually or by proxy, of shareholders entitled to cast a majority of votes entitled to be cast at the LIEN Special Meeting will constitute a quorum. Shares held by a broker or other nominee for which the nominee has not received voting instructions from the record holder and does not have discretionary authority to vote the shares on non-routine proposals are considered “broker non-votes” with respect to such proposals. The LIEN Proposals are non-routine matters, so no broker non-votes are expected.

If a quorum is not met, or if there are otherwise insufficient votes at the time of the LIEN Special Meeting to approve the Merger Stock Issuance Proposal or the Merger Agreement, the LIEN Special Meeting may be adjourned to solicit additional proxies. Adjournment may be effected either (i) by approval of the LIEN Adjournment Proposal by the LIEN Shareholders or (ii) by the chairman of the LIEN Special Meeting pursuant to authority granted under the LIEN Bylaws.

If the LIEN Adjournment Proposal is approved, or if the chairman otherwise exercises the adjournment authority described above, the chairman of the LIEN Special Meeting shall have the power to conclude or adjourn the LIEN Special Meeting from time to time to a date not more than 120 days after the original record date without notice other than announcement at the LIEN Special Meeting.

A LIEN Shareholder vote may be taken on any of the proposals in this joint proxy statement/prospectus prior to any such adjournment if there are sufficient votes for approval of such proposal. No proxy voted against the Merger Stock Issuance Proposal or the Merger Agreement will be voted in favor of the LIEN Adjournment Proposal.

Shares held by a broker or other nominee for which the nominee has not received voting instructions from the record holder and does not have discretionary authority to vote the shares on non-routine proposals are considered “broker non-votes.” The LIEN Proposals are non-routine matters for LIEN, so no broker non-votes are expected. As a result, if a LIEN Shareholder holds shares in “street name” through a broker, bank or other nominee, such broker, bank or nominee will not be permitted to exercise voting discretion with respect to the LIEN Proposals. Abstentions will have the effect of a vote “against” the Merger Agreement, including the Merger and related transactions, because approval

of the Merger Agreement requires the affirmative vote of at least a majority of the outstanding shares of LIEN Common Stock. However, abstentions will not be counted as votes cast for purposes of the separate majority-of-the-minority-shares-voted requirement. Abstentions will have no effect on the outcome of the Merger Stock Issuance Proposal.

Each share of LIEN Common Stock held by a holder of record as of the LIEN Record Date has one vote on each matter considered at the LIEN Special Meeting.

The approval of the Merger Stock Issuance Proposal requires the affirmative vote of a majority of the votes cast by holders of LIEN Common Stock at a meeting at which a quorum is present. Abstentions will have no effect on the outcome of the Merger Stock Issuance Proposal. The Merger Stock Issuance Proposal is a non-routine matter for LIEN, so no broker non-votes are expected. Proxies received will be voted “FOR” the Merger Stock Issuance Proposal, unless LIEN Shareholders designate otherwise.

Under the terms of the Merger Agreement, each REFI Shareholder will have the right to receive, for each share of REFI Common Stock, a number of shares of LIEN Common Stock equal to the Exchange Ratio. The number of shares of LIEN Common Stock to be received will be subject to adjustment if, between the Determination Date and the Merger Effective Time, the respective outstanding shares of LIEN Common Stock or REFI Common Stock have increased or decreased or changed into or been exchanged for a different number or kind of shares or securities, in each case, as a result of any reclassification, recapitalization, stock split, reverse stock split, split-up, combination or exchange of shares, or if a stock dividend or dividend payable in any other securities is declared with a record date within such period.

The approval of the Merger Agreement, including the Merger and related transactions, requires the affirmative vote of (A) at least a majority of the outstanding shares of LIEN Common Stock and (B) at least a majority of the shares of LIEN Common Stock voted at the LIEN Special Meeting held by LIEN Unaffiliated Shareholders. Abstentions will not count as affirmative votes cast and will therefore have the same effect as votes “against” the Merger Agreement, including the Merger and related transactions, insofar as approval requires the affirmative vote of at least a majority of the outstanding shares of LIEN Common Stock entitled to be cast at the LIEN Special Meeting. However, abstentions will not be counted as votes cast for purposes of the separate majority-of-the-minority-shares-voted requirement and, as a result, will have no effect on such voting requirement. Approval of the Merger Agreement, including the Merger and related transactions, is a non-routine matter for LIEN, so no broker non-votes are expected. Proxies received will be voted “FOR” the Merger Agreement, including the Merger and related transactions, unless LIEN Shareholders designate otherwise.

On the LIEN Record Date, LIEN’s officers and directors directly owned and were entitled to vote [35,024] shares of LIEN Common Stock, representing less than 1% of the outstanding shares of LIEN Common Stock on the LIEN Record Date. None of LIEN’s officers or directors has entered into any voting or support agreement relating to the Merger; however, LIEN Adviser, which beneficially owns approximately [2,887,204] shares of LIEN Common Stock, has entered into a Support Agreement and has agreed to vote its shares of LIEN Common Stock in favor of the LIEN Proposals.

LIEN encourages LIEN Shareholders to vote their shares, either by voting virtually at the LIEN Special Meeting or by voting by proxy, which means that LIEN Shareholders authorize someone else to vote their shares. Shares represented by duly executed proxies will be voted in accordance with the LIEN Shareholder’s instructions. If LIEN Shareholders execute a proxy without specifying their voting instructions, such LIEN Shareholders’ shares will be voted in accordance with the LIEN Board Recommendation. If any other business is brought before the LIEN Special Meeting, LIEN Shareholders’ shares will be voted at the LIEN Board’s discretion unless LIEN Shareholders specifically state otherwise on their proxies.

LIEN Shareholders may revoke a proxy at any time before it is exercised by notifying LIEN’s Secretary in writing, by submitting a properly executed, later-dated proxy, or by voting virtually at the LIEN Special Meeting. Any LIEN Shareholder entitled to vote at the LIEN Special Meeting may attend the LIEN Special Meeting and vote virtually, whether or not such LIEN Shareholder has previously voted his or her shares via proxy or wishes to change a previous vote.

A LIEN Shareholder may vote virtually at the LIEN Special Meeting or by proxy in accordance with the instructions provided below. A LIEN Shareholder may also authorize a proxy by telephone or through the internet using the toll-free telephone numbers or web address printed on your proxy card. Authorizing a proxy by telephone or through the internet requires you to input the control number located on your proxy card. After inputting the control number, you will be prompted to direct your proxy to vote on each proposal. You will have an opportunity to review your directions and make any necessary changes before submitting your directions and terminating the telephone call or internet link.

Important notice regarding the availability of proxy materials for the LIEN Special Meeting. LIEN’s joint proxy statement/prospectus, LIEN’s Annual Report on Form 10-K for the year ended December 31, 2025, LIEN’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, and the proxy card are available at www.proxyvote.com.

Any proxy authorized pursuant to this solicitation may be revoked by notice from the person giving the proxy at any time before it is exercised. A revocation may be effected by resubmitting voting instructions via the internet voting site, by telephone, by obtaining and properly completing another proxy card that is dated later than the original proxy card and returning it, by mail, in time to be received before the LIEN Special Meeting, by attending the LIEN Special Meeting and voting virtually, or by a notice, provided in writing and signed by the LIEN Shareholder, delivered to LIEN’s Secretary on any Business Day before the date of the LIEN Special Meeting.

LIEN and REFI will bear the cost of preparing, printing and mailing this joint proxy statement/prospectus and the accompanying Notice of Special Meeting of Shareholders and proxy card. LIEN and REFI intend to use the services of [ ] to aid in the distribution and collection of proxy votes for an estimated fee of $[  ], plus reasonable out-of-pocket expenses. No additional compensation will be paid to directors, officers or employees for such services.

For more information regarding expenses related to the Merger, see “Questions and Answers about the Special Meetings and the Merger — Who is responsible for paying the expenses relating to completing the Merger?”

LIEN Shareholders do not have the right to exercise appraisal rights with respect to any matter to be voted upon at the LIEN Special Meeting.

The REFI Special Meeting will be held virtually on [ ], 2026 at [ ], Eastern Time, at the following website: www.[ ].com.

This joint proxy statement/prospectus will be sent to REFI Shareholders of record as of [ ], 2026 on or about [ ], 2026 .

At the REFI Special Meeting, REFI Shareholders will be asked to approve the BDC Election Matters and the Merger Proposal.

After careful consideration, on the recommendation of the REFI Special Committee, comprised solely of the REFI Independent Directors, the REFI Board unanimously approved the BDC Election Proposal, the New BDC Advisory Agreement Proposal, and the Merger Proposal, and unanimously recommends that REFI Shareholders vote “FOR” the BDC Election Proposal, “FOR” the New BDC Advisory Agreement Proposal and “FOR” the Merger Proposal.

REFI Shareholders may vote their shares at the REFI Special Meeting only if they were a shareholder of record at the close of business on [ ], 2026. There were [ ] shares of REFI Common Stock outstanding on the REFI Record Date. Each share of REFI Common Stock is entitled to one vote.

A quorum must be present at the REFI Special Meeting for any business to be conducted. The presence at the REFI Special Meeting, virtually or by proxy, of shareholders entitled to cast a majority of votes entitled to be cast at the REFI Special Meeting will constitute a quorum. The REFI Special Meeting is expected to be conducted in two sessions to accommodate the sequencing required by the Merger Agreement and the 1940 Act. At the initial session, REFI Shareholders will be asked to vote on the BDC Election Matters and the REFI Adjournment Proposal. Following the vote on the BDC Election Matters, the REFI Special Meeting will be adjourned pursuant to the REFI Adjournment Proposal to permit (i) the filing and SEC acceptance of the BDC Election and (ii) the REFI Board’s consideration and adoption of the Post-BDC Election Approvals. The REFI Special Meeting will thereafter be reconvened for the vote on the Merger Proposal. In addition, if a quorum is not met, or if there are otherwise insufficient votes at the time of the REFI Special Meeting to approve the BDC Election Matters or the Merger Proposal, the REFI Special Meeting may be adjourned to solicit additional proxies. Adjournment may be effected either (i) by approval of the REFI Adjournment Proposal by the REFI Shareholders or (ii) by the chairman of the REFI Special Meeting pursuant to the authority granted under the REFI Bylaws.

If the REFI Adjournment Proposal is approved, or if the chairman otherwise exercises the adjournment authority described above, the chairman of the REFI Special Meeting shall have the power to conclude or adjourn the REFI Special Meeting from time to time to a date not more than 120 days after the original record date without notice other than announcement at the REFI Special Meeting.

A REFI Shareholder vote may be taken on any of the proposals in this joint proxy statement/prospectus prior to any such adjournment if there are sufficient votes for approval of such proposal. No proxy voted against the BDC Election Matters or the Merger Proposal will be voted in favor of the REFI Adjournment Proposal.

Shares held by a broker or other nominee for which the nominee has not received voting instructions from the record holder and does not have discretionary authority to vote the shares on non-routine proposals are considered “broker non-votes.” The REFI Proposals are non-routine matters for REFI, so no broker non-votes are expected. As a result, if a REFI Shareholder holds shares in “street name” through a broker, bank or other nominee, such broker, bank or nominee will not be permitted to exercise voting discretion with respect to the REFI Proposals. Abstentions will not count as affirmative votes cast and will therefore have the same effect as votes “against” the REFI Proposals.

Each share of REFI Common Stock held by a holder of record as of the REFI Record Date has one vote on each matter considered at the REFI Special Meeting.

Approval of the BDC Election Proposal and the New BDC Advisory Agreement Proposal each requires the affirmative vote of the lesser of: (1) 67% of the shares of REFI Common Stock present at the REFI Special Meeting if the holders of more than 50% of the outstanding shares of REFI Common Stock are present or represented by proxy or (2) more than 50% of the outstanding shares of REFI Common Stock. Abstentions will have the effect of a vote “against” the BDC Election Proposal and the New BDC Advisory Proposal. The BDC Election Proposal and the New BDC Advisory Agreement Proposal are non-routine matters for REFI, so no broker non-votes are expected.

The approval of the Merger Proposal requires the affirmative vote of (A) at least a majority of the outstanding shares of REFI Common Stock and (B) at least a majority of the shares of REFI Common Stock cast at the REFI Special Meeting held by the Unaffiliated REFI Shareholders.

Under the terms of the Merger Agreement, each REFI Shareholder will have the right to receive, for each share of REFI Common Stock, a number of shares of LIEN Common Stock equal to the Exchange Ratio. The number of shares of LIEN Common Stock to be received will be subject to adjustment if, between the Determination Date and the Merger Effective Time, the respective outstanding shares of LIEN Common Stock or REFI Common Stock have increased or decreased or changed into or been exchanged for a different number or kind of shares or securities, in each case, as a result of any reclassification, recapitalization, stock split, reverse stock split, split-up, combination or exchange of shares, or if a stock dividend or dividend payable in any other securities is declared with a record date within such period.

Abstentions will not count as affirmative votes cast and will therefore have the same effect as votes against the Merger Proposal insofar as approval requires the affirmative vote of at least a majority of the outstanding shares of REFI Common Stock entitled to be cast at the REFI Special Meeting. However, abstentions will not be counted as votes cast for purposes of the separate majority-of-the-minority-shares-voted requirement and, as a result, will have no effect on such voting requirement. The Merger Proposal is a non-routine matter for REFI and so no broker non-votes are expected. Proxies received will be voted “FOR” the Merger Proposal, unless REFI Shareholders designate otherwise.

The REFI Special Meeting will be conducted in two stages to accommodate the sequencing required by the Merger Agreement and the 1940 Act.

At the initial session of the REFI Special Meeting, REFI Shareholders will be asked to vote on the BDC Election Proposal and the New BDC Advisory Agreement Proposal. Following receipt of the requisite votes at the REFI Special Meeting approving the BDC Election Proposal and New BDC Advisory Proposal, REFI will file its BDC Election. From and after the BDC Election Time, REFI will be subject to regulation as a BDC under the 1940 Act.

Following the vote on the BDC Election Proposal and New BDC Advisory Proposal, the REFI Special Meeting will be adjourned pursuant to the REFI Adjournment Proposal (or by the chairman of the REFI Special Meeting pursuant to the authority granted under the REFI Bylaws) to permit (i) the filing and SEC acceptance of the BDC Election and (ii) the REFI Board’s consideration of the Post-BDC Election Approvals described below.

Promptly following the BDC Election Time, and as a condition to the completion of the Merger, the REFI Board (acting upon the recommendation of the REFI Special Committee) will be required to make the Post-BDC Election Approvals. Rule 17a-8 of the 1940 Act provides an exemption from the affiliated-transaction prohibitions of Section 17(a) of the 1940 Act for mergers between certain affiliated registered investment companies and BDCs, subject to specified board findings, including that participation in the Merger is in the best interests of REFI and that the interests of existing REFI Shareholders will not be diluted as a result of the Merger. REFI Shareholders are not being asked to vote on the Post-BDC Election Approvals; those approvals are the responsibility of the REFI Board (upon recommendation of the REFI Special Committee).

Following the BDC Election Time and the REFI Board’s adoption of the Post-BDC Election Approvals, the REFI Special Meeting will be reconvened, and REFI Shareholders will be asked to vote on the Merger Proposal. The

date, time and location of the reconvened session of the REFI Special Meeting will be announced at the initial session and communicated to REFI Shareholders in accordance with the REFI Bylaws and applicable law. Proxies submitted for the initial session of the REFI Special Meeting will remain valid for the reconvened session, subject to each REFI Shareholder’s right to revoke or change its proxy prior to the vote on the Merger Proposal, as described under ‘Revocability of Proxies. See “The Merger Agreement — Conditions to Closing the Merger.”

On the REFI Record Date, REFI’s officers and directors owned and were entitled to vote [ ] shares of REFI Common Stock, representing less than [ ] of the outstanding shares of REFI Common Stock on the REFI Record Date. None of REFI’s officers or directors has entered into any voting agreement relating to the Merger.

REFI encourages REFI Shareholders to vote their shares, either by voting virtually at the REFI Special Meeting or by voting by proxy, which means that REFI Shareholders authorize someone else to vote their shares. Shares represented by duly executed proxies will be voted in accordance with REFI Shareholders’ instructions. If REFI Shareholders execute a proxy without specifying their voting instructions, such REFI Shareholders’ shares will be voted in accordance with the REFI Board Recommendation. If any other business is brought before the REFI Special Meeting, REFI Shareholders’ shares will be voted at the REFI Board’s discretion unless REFI Shareholders specifically state otherwise on their proxy.

REFI Shareholders may revoke a proxy at any time before it is exercised by notifying the REFI Secretary in writing, by submitting a properly executed, later-dated proxy, or by voting virtually at the REFI Special Meeting. Any REFI Shareholder entitled to vote at the REFI Special Meeting may attend the REFI Special Meeting and vote virtually, whether or not he or she has previously voted his or her shares via proxy or wishes to change a previous vote.

A REFI Shareholder may vote virtually at the REFI Special Meeting or by proxy in accordance with the instructions provided below. A REFI Shareholder may also authorize a proxy by telephone or through the internet using the toll-free telephone numbers or web address printed on your proxy card. Authorizing a proxy by telephone or through the internet requires you to input the control number located on your proxy card. After inputting the control number, you will be prompted to direct your proxy to vote on each proposal. You will have an opportunity to review your directions and make any necessary changes before submitting your directions and terminating the telephone call or internet link.

Important notice regarding the availability of proxy materials for the REFI Special Meeting. REFI’s joint proxy statement/prospectus, REFI’s Annual Report on Form 10-K for the year ended December 31, 2025, REFI’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, and the proxy card are available at www.[ ].com.

Any proxy authorized pursuant to this solicitation may be revoked by notice from the person giving the proxy at any time before it is exercised. A revocation may be effected by resubmitting voting instructions via the internet voting site, by telephone, by obtaining and properly completing another proxy card that is dated later than the original proxy card and returning it, by mail, in time to be received before the REFI Special Meeting, by attending the REFI Special Meeting and voting virtually, or by a notice, provided in writing and signed by the REFI Shareholder, delivered to the REFI Secretary on any Business Day before the date of the REFI Special Meeting.

REFI and LIEN will bear the cost of preparing, printing and mailing this joint proxy statement/prospectus and the accompanying Notice of Special Meeting of Shareholders and proxy card. REFI and LIEN intend to use the services of [ ] to aid in the distribution and collection of proxy votes for an estimated fee of $[ ], plus reasonable out-of-pocket expenses. No additional compensation will be paid to directors, officers or employees for such services.

For more information regarding expenses related to the Merger, see “Questions and Answers about the Special Meetings and the Merger — Who is responsible for paying the expenses relating to completing the Merger?”

REFI Shareholders do not have the right to exercise appraisal rights with respect to any matter to be voted upon at the REFI Special Meeting.

The following table sets forth (1) LIEN’s and REFI’s actual capitalization as of March 31, 2026 and (2) LIEN’s capitalization as adjusted to reflect the effects of the Merger and REFI’s BDC Election. You should read this table together with LIEN’s and REFI’s consolidated financial statements incorporated by reference herein. Dollar amounts are in thousands, except share and per share data.

The following discussion includes the material terms of the Merger and the principal terms of the Merger Agreement and is subject to, and is qualified in its entirety by reference to, the Merger Agreement, a copy of which is attached as Annex A to this joint proxy statement/prospectus.

Pursuant to the terms of the Merger Agreement, at the Merger Effective Time, REFI will merge with and into LIEN in accordance with the MGCL, with LIEN as the surviving entity.

If the Merger is consummated, each REFI Shareholder will be entitled to receive shares of LIEN Common Stock equal to the Exchange Ratio for each share of REFI Common Stock. The number of shares of LIEN Common Stock to be received will be subject to adjustment only if, between the Determination Date and the Merger Effective Time, the respective outstanding shares of LIEN Common Stock or REFI Common Stock have increased or decreased or changed into or been exchanged for a different number or kind of shares or securities, in each case, as a result of any reclassification, recapitalization, stock split, reverse stock split, split-up, combination or exchange of shares, or if a stock dividend or dividend payable in any other securities is declared with a record date within such period.

Under the terms of the Merger Agreement, the Exchange Ratio will be determined as of the Determination Date prior to the Merger Effective Date and will be equal to the ratio of the Closing REFI NAV to the Closing LIEN NAV, rounded to the nearest four decimal places.

No fractional shares of LIEN Common Stock will be issued, and holders of REFI Common Stock will receive cash in lieu of fractional shares.

Following the Merger, LIEN intends to continue its operations as conducted before the Merger.

The REFI Board and REFI’s management regularly review REFI’s business, operations, financial performance, competitive position and prospects, as well as potential strategic alternatives to enhance shareholder value. The LIEN Board and LIEN’s management similarly regularly review LIEN’s business, operations, financial performance, competitive position and prospects, as well as potential strategic alternatives to enhance shareholder value. As part of these respective reviews, the REFI Board and REFI’s management and the LIEN Board and LIEN’s management have considered, as applicable, each company’s investment strategy, scale relative to other publicly traded specialty finance vehicles, access to leverage and investor capital, and the implications of REFI’s election to be taxed as a REIT and LIEN’s status as a BDC.

REFI and LIEN are each managed or advised by affiliates of the Chicago Atlantic platform. In parallel with the respective ongoing strategic reviews conducted by the REFI Board and REFI’s management and the LIEN Board and LIEN’s management, senior management of REFI Manager and LIEN Adviser, along with other members of the broader Chicago Atlantic platform, evaluated potential strategic opportunities for each of REFI and LIEN, including means of achieving increased scale, broader access to financing markets, expanded analyst coverage and a wider range of investment opportunities.

On January 8, 2026, the LIEN Board held a special meeting by video conference, attended by all of the directors, by members of LIEN senior management and LIEN Adviser and by representatives of Eversheds Sutherland, LIEN’s outside legal counsel.

Mr. Mahajan, Secretary and Co-Chief Investment Officer of LIEN, presented to the LIEN Board information regarding a potential transaction that would combine REFI’s and LIEN’s operations into a single entity. Mr. Mahajan described the strategic rationale for such a transaction and the expected financial benefits of combining the two companies, including the potential benefits of increased scale, greater access to financing options and analyst coverage, enhanced operational and cost efficiencies and the ability of the combined company to pursue investment opportunities under a single broader investment mandate.

Mr. Mahajan also discussed the rationale for structuring such a transaction so that LIEN would be the surviving entity. Mr. Mahajan explained that, as a BDC, LIEN is not subject to the same investment limitations applicable to REFI as a REIT, including limitations requiring that REFI’s investments be predominantly collateralized by real estate in order to maintain REIT qualification. Mr. Mahajan noted that LIEN’s status as the surviving entity would provide the combined company with greater flexibility to pursue investment opportunities that may not satisfy the collateral-related limitations applicable to a REIT, while maintaining LIEN’s existing investment strategy.

Mr. Mahajan then described generally a proposed structure for a merger and outlined the approvals that would be required. Mr. Mahajan noted that because LIEN and REFI are affiliates, and because LIEN is a BDC subject to regulation under the 1940 Act, the contemplated Merger would be structured to comply with the 1940 Act, including Rule 17a-8 thereunder. Members of LIEN’s senior management and representatives of Eversheds Sutherland advised the LIEN Independent Directors that they were not aware of any directly comparable precedent and that the Merger, involving the combination of a REIT that would convert to a BDC as part of the Merger with an existing BDC, was novel, and would need to be structured such that the safe harbor afforded by Rule 17a-8 was available.

The LIEN Board discussed whether, in light of the affiliated nature of the Merger and LIEN’s status as a BDC, it would be advisable for the LIEN Board to establish a special committee comprised solely of LIEN Independent Directors to assess the Merger on behalf of LIEN and the LIEN Shareholders. A discussion ensued, during which it was noted that the use of a special committee in transactions involving potential conflicts of interest is a common governance practice that can help ensure that the interests of a company and its shareholders are appropriately represented throughout the transaction process. REFI and LIEN are affiliates, as REFI is managed by an affiliate of LIEN Adviser and REFI and LIEN share certain members of senior management. In addition, although Rule 17a-8 only requires that a merger between affiliated entities be approved by the LIEN Independent Directors, the structure of a special committee could have the added benefit of allowing the special committee to independently perform its own analysis, negotiate the deal terms, consult with counsel, and engage an outside financial advisor. LIEN Adviser advised the LIEN Board that it would proceed with the Merger only if such special committee determined that the Merger was fair to, and in the best interests of, LIEN Shareholders and recommended that the full LIEN Board approve the Merger.

Following discussion, the LIEN Board, acting pursuant to Section 2-411 of the MGCL and Section 1 of Article IV of the LIEN Bylaws, on January 8, 2026 established the LIEN Special Committee consisting solely of independent and disinterested directors not affiliated with LIEN Adviser, comprising Michael Chorske, Americo Da Corte, Supurna VedBrat, Tracey Brophy Warson and Patrick McCauley (who resigned from the LIEN Board and the LIEN Special Committee on April 10, 2026, to pursue other opportunities), each of whom is, or in the case of Mr. McCauley was, a LIEN Independent Director. Mr. Chorske was appointed as Chairman of the LIEN Special Committee. The LIEN Board delegated to the LIEN Special Committee the authority to analyze and evaluate the Merger, determine whether the Merger is fair to and in the best interests of LIEN and its shareholders, and determine whether to recommend that the full LIEN Board approve the Merger and any agreements or arrangements proposed to be entered into by LIEN, directly or indirectly, in connection with or relating to the Merger. The LIEN Board further provided that LIEN would not enter into, and the LIEN Board would not approve, the Merger or any related agreements or arrangements unless the LIEN Special Committee had first determined that the Merger was fair to and in the best interests of the LIEN Shareholders and recommended approval by the full LIEN Board and that the requirements of Rule 17a-8 were otherwise satisfied. The LIEN Board also provided that the LIEN Special Committee was under no obligation to follow any particular process on any particular timeframe, to take any particular action with respect to the Merger, or to recommend the Merger, and that the LIEN Special Committee could determine that it was in the best interests of LIEN and the LIEN Shareholders not to proceed with, participate in, or take any action with respect to the Merger. The LIEN Board also authorized the LIEN Special Committee to select and retain, in its sole discretion and at LIEN’s expense, such legal, investment banking, accounting, appraisal and other advisors and consultants as the LIEN Special Committee determined to be appropriate.

Following the formation of the LIEN Special Committee, the LIEN Independent Directors met in executive session and, given Eversheds Sutherland’s familiarity with LIEN, the Rule 17a-8 process and the potential Merger, requested that Eversheds Sutherland be retained to represent the LIEN Special Committee.

On February 2, 2026, the LIEN Special Committee held its organizational meeting by video conference, attended by all of the LIEN Special Committee members and by representatives of Eversheds Sutherland. At the meeting, the LIEN Special Committee reviewed its mandate, adopted guidelines and procedures governing its work, discussed the independence of its members and unanimously approved the compensation of its members for their service on the LIEN Special Committee. The LIEN Special Committee also discussed potential nationally recognized investment banking firms to act as the LIEN Special Committee’s financial advisor in connection with the Merger, including KBW. In evaluating these firms, the LIEN Special Committee members considered, among other things, each firm’s experience advising special committees in related party transactions, experience in the cannabis industry and the BDC sector, qualifications, proposed fees and prior relationships with LIEN, REFI, LIEN Adviser and REFI Manager. The LIEN Special Committee indicated a preference for KBW, given its experience advising a special committee of the LIEN Board in connection with a prior transaction, its reputation in the BDC industry and its familiarity with LIEN.

On February 10, 2026, the LIEN Board held a special meeting by video conference, attended by all of the directors, a representative of LIEN’s senior management and LIEN Adviser and representatives of Eversheds Sutherland. At the meeting, the LIEN Board discussed the potential engagement of KBW as financial advisor to the LIEN Special Committee in connection with the Merger. Following negotiation, KBW was engaged as the LIEN Special Committee’s financial advisor in March 2026.

On March 4, 2026, the REFI Board held a special meeting by video conference, attended by all of the directors other than Mr. John Mazarakis, by members of REFI senior management and REFI Manager and by a representative of Eversheds Sutherland, REFI’s outside legal counsel on securities law matters.

Mr. Peter Sack, Co-Chief Executive Officer of REFI, presented to the REFI Board information regarding the potential Merger. Mr. Sack described the strategic rationale for the potential Merger, including the increased scale of the combined company, greater access to financing options and analyst coverage, the ability to consider investment opportunities not constrained by REFI’s continued qualification as a REIT, and the cost efficiencies that could be achieved by combining the two entities and their related platforms. Mr. Sack also noted that, although REFI presents its portfolio in its periodic reports by calculating reserves for expected credit losses while LIEN fair values its portfolio investments, REFI is already required to fair value its investments in connection with its compliance with REIT requirements, such that the fair valuation framework applicable to a BDC following the closing of the Merger could be implemented without significant incremental time or effort.

The REFI Independent Directors then engaged in a discussion with REFI’s senior management regarding the potential Merger. In response to a question from the REFI Independent Directors as to why LIEN, rather than REFI, would be the surviving entity, Mr. Sack explained that LIEN has a broader investment mandate, while REFI’s investment strategy is limited by the requirement that its investments be predominantly collateralized by real estate in order to maintain REIT qualification. The REFI Independent Directors also asked whether REFI’s senior management had considered a merger transaction with an unaffiliated mortgage REIT. Mr. Sack discussed the difficulties associated with a public mortgage REIT taking on a portfolio of loans with a cannabis focus. In response to a further question regarding non-cannabis loans originated by LIEN and other Chicago Atlantic entities, Mr. Anthony Cappell, Co-Chief Executive Officer of REFI, indicated that the Chicago Atlantic platform had been originating loans to non-cannabis borrowers with risk-and-return profiles similar to those of the loans held by REFI, and that REFI had not pursued those opportunities because of the REIT qualification rules.

Mr. Sack then described generally a proposed structure for the potential Merger and the approvals that would be required, including approvals of the REFI Board and REFI Shareholders, and the process required to close the transaction in light of LIEN’s status as a BDC subject to regulation under the 1940 Act. Mr. Sack also noted that, in order to address the potential conflicts of interest associated with an affiliated transaction of this nature, the REFI Board may wish to consider forming a special committee composed solely of independent and disinterested directors to consider the terms of the Merger, independently perform its own analysis, negotiate the deal terms, consult with counsel, and engage an independent financial advisor to evaluate the fairness of the Merger.

A discussion ensued regarding the use of a special committee in transactions involving potential conflicts of interest, and it was noted that the use of a special committee is a common governance practice that can help to ensure that the interests of a company and its shareholders are appropriately represented throughout the transaction process. Given that LIEN is advised by LIEN Adviser, an affiliate of REFI Manager, and REFI and LIEN share certain members of senior management, it was determined that appointment of a special committee composed solely of independent directors was advisable in the circumstances. REFI Manager advised the REFI Board that it would proceed with the Merger only if such special committee determined that the Merger was fair to, and in the best interests of, REFI Shareholders and recommended that the full REFI Board approve the Merger.

The REFI Independent Directors further discussed their fiduciary duties in connection with the Merger and the advisability of retaining separate legal counsel in the circumstances, and it was determined that separate legal counsel for the special committee would be appropriate.

Following discussion, the REFI Board, acting pursuant to Section 2-411 of the MGCL and Section 1 of Article IV of the REFI Bylaws, on March 4, 2026 established the REFI Special Committee consisting solely of independent and disinterested directors not affiliated with REFI Manager, comprising Dr. Jason Papastavrou, Brandon Konigsberg, Elizabeth Stavola and Michael Steiner (who resigned from the REFI Board and the REFI Special Committee on April 27, 2026 due to limitations on his time availability for service), each of whom is, or in the case of Mr. Steiner was, an independent director of REFI. The REFI Board delegated to the REFI Special Committee the authority to analyze and

evaluate the Merger, determine whether the Merger is fair to and in the best interests of the REFI Shareholders, and determine whether to recommend that the full REFI Board approve the Merger and any agreements or arrangements proposed to be entered into by REFI, directly or indirectly, in connection with or relating to the Merger. The REFI Board further provided that REFI would not enter into, and the REFI Board would not approve, the Merger or any related agreements or arrangements unless the REFI Special Committee had first determined that the Merger was fair to and in the best interests of the REFI Shareholders and recommended approval by the full REFI Board. The REFI Board also provided that the REFI Special Committee was under no obligation to follow any particular process on any particular timeframe, to take any particular action with respect to the Merger, or to recommend the Merger, and that the REFI Special Committee could determine that it was in the best interests of REFI and its shareholders not to proceed with, participate in, or take any action with respect to the Merger. The REFI Board also authorized the REFI Special Committee to select and retain, in its sole discretion and at REFI’s expense, such legal, investment banking, accounting, appraisal and other advisors and consultants as the REFI Special Committee determined to be appropriate.

Following the formation of the REFI Special Committee, the REFI Independent Directors met in executive session.

On March 9, 2026, the REFI Board held a regular meeting at which the REFI Board reviewed, among other matters, recent macroeconomic and regulatory developments relevant to REFI’s business, including the federal regulatory environment for cannabis, the executive order directing further consideration of the rescheduling of cannabis under the Controlled Substances Act, ongoing developments under the Farm Bill, and recent inflation, interest rate and tariff developments. The REFI Board considered the implications of these developments for REFI’s strategic positioning and received an update on the status of the Merger, including that the REFI Special Committee was in the process of evaluating and engaging outside legal and financial advisors.

On March 17, 2026, at a regular meeting of the REFI Board, the REFI Board affirmatively determined that each of Dr. Papastavrou, Messrs. Konigsberg and Steiner, and Ms. Stavola was independent under applicable NASDAQ listing rules and free of relationships that would impair the exercise of independent judgment in connection with the REFI Special Committee’s mandate. The REFI Board formalized the scope of the REFI Special Committee’s mandate to authorize the REFI Special Committee, in addition to its prior charge to evaluate the Merger, to explore, evaluate and consider potential strategic alternatives available to REFI, including mergers, acquisitions, asset sales, financings, recapitalizations and other strategic transactions, to negotiate the terms and conditions of any such transaction and to make recommendations to the REFI Board.

Following the establishment of the REFI Special Committee, members of the REFI Special Committee interviewed multiple law firms to serve as independent legal counsel to the REFI Special Committee, evaluating each firm’s experience advising special committees in related party transactions, experience advising investment companies and companies operating in the cannabis sector, qualifications and independence from REFI, LIEN, REFI Manager and LIEN Adviser. Based on these interviews, the REFI Special Committee members determined to retain Nixon Peabody to serve as independent legal counsel to the REFI Special Committee. Members of the REFI Special Committee also interviewed multiple nationally recognized investment banking firms to serve as the outside financial advisor to the REFI Special Committee, including Oppenheimer. In evaluating these firms, the REFI Special Committee members considered, among other things, each firm’s experience advising special committees in related party transactions, experience in the cannabis industry and the BDC sector, qualifications, proposed fees and independence from REFI, LIEN, REFI Manager and LIEN Adviser. Following this process, the REFI Special Committee members determined to recommend that the REFI Special Committee engage Oppenheimer as outside financial advisor to the REFI Special Committee.

On March 25, 2026, after considering Eversheds Sutherland’s relevant experience and potential conflicts, LIEN and the LIEN Special Committee executed the engagement letter with Eversheds Sutherland for its service as legal counsel to the LIEN Special Committee in connection with the LIEN Special Committee’s review and evaluation of the Merger.

Although the Merger had been discussed conceptually among the parties, the specific terms thereof were formally proposed on March 30, 2026 in a letter to the REFI Board from Scott Gordon, Executive Chairman and Co-Chief Investment Officer of LIEN, written on behalf of LIEN, expressing LIEN’s interest in exploring the Merger with REFI. The letter advised that, in light of the affiliated relationship between the parties, the LIEN Board had established the LIEN Special Committee composed solely of LIEN Independent Directors, which would be responsible for evaluating, negotiating and, if appropriate, recommending the terms of any such transaction, with the assistance of legal and

financial advisors. The letter noted LIEN’s view that the Merger may present an opportunity to enhance scale and create long-term value for the shareholders of both companies and stated that the letter was intended as a preliminary expression of interest and did not constitute a binding commitment or obligation. The REFI Board referred the letter to the REFI Special Committee for consideration.

On April 10, 2026, Mr. McCauley resigned from the LIEN Board and the LIEN Special Committee in order to pursue other opportunities.

On April 24, 2026, Eversheds Sutherland delivered an initial draft of the Merger Agreement to the LIEN Special Committee.

On April 27, 2026, Mr. Steiner resigned from the REFI Board and the REFI Special Committee due to limitations on his time availability for service to the REFI Special Committee. For such reason, he also did not stand for reelection to the REFI Board at REFI’s annual meeting of shareholders held on June 11, 2026.

On April 30, 2026, the REFI Special Committee held its organizational meeting by video conference. At the meeting, the REFI Special Committee reviewed its mandate, adopted guidelines and procedures governing its work, appointed Dr. Papastavrou as Chairman of the REFI Special Committee and discussed the independence of its members. Nixon Peabody, independent legal counsel to the REFI Special Committee, reviewed legal considerations applicable to the REFI Special Committee’s review of potential strategic alternatives. Following such review and discussion, and after considering Nixon Peabody’s qualifications and experience representing special committees and boards of directors in transactions involving related parties and potential conflicts of interest, the qualifications of the individual attorneys expected to advise the REFI Special Committee, and its independence from REFI, LIEN, REFI Manager and LIEN Adviser, the REFI Special Committee determined to appoint Nixon Peabody to serve as independent legal counsel to the REFI Special Committee. Following discussion, the REFI Special Committee ratified the engagement of Nixon Peabody and approved the engagement of Oppenheimer, after considering Oppenheimer’s relevant experience and potential conflicts.

On May 4, 2026, the LIEN Special Committee met by video conference with representatives of Eversheds Sutherland and KBW in attendance to discuss the draft Merger Agreement and related matters.

On May 5, 2026, Eversheds Sutherland delivered to the LIEN Special Committee a revised draft of the Merger Agreement.

On May 5, 2026, Eversheds Sutherland delivered to Nixon Peabody a draft of the Merger Agreement, which Nixon Peabody shared with the REFI Special Committee. The REFI Special Committee met by video conference on May 6, 2026 to discuss the draft Merger Agreement and related matters. The REFI Special Committee also discussed the basic economic terms reflected in the draft Merger Agreement, including the proposed use of a NAV-based Exchange Ratio.

On May 12, 2026, the LIEN Board held a regular meeting at which the LIEN Board reviewed, among other matters, recent macroeconomic and regulatory developments relevant to LIEN’s business, including the federal regulatory environment for cannabis, the executive order directing further consideration of the rescheduling of cannabis under the Controlled Substances Act, and recent inflation, interest rate and tariff developments. The LIEN Board considered the implications of these developments for LIEN’s strategic positioning and received an update on the status of the Merger.

On May 14 and May 22, 2026, the REFI Special Committee met with representatives of Nixon Peabody and Oppenheimer to review the Merger, potential alternatives available to REFI and key transaction issues. At such meetings, the REFI Special Committee discussed, among other things, the potential alternatives available to REFI, including remaining a standalone company, pursuing other strategic transactions including a merger with a non-affiliate, pursuing a wind-down or considering a transaction with LIEN. Representatives of Oppenheimer reviewed with the REFI Special Committee preliminary discussion materials addressing, among other things, REFI’s and LIEN’s respective fee structures, valuation methodology considerations, potential tax-related distributions, dividend policies and governance considerations. The REFI Special Committee also discussed key transaction issues, including transaction structure, valuation methodology, management fee considerations, expense allocation, shareholder approval requirements, deal protection provisions, and indemnification and insurance matters.

During this period, the REFI Special Committee and its advisors requested and reviewed information from REFI and LIEN and their respective representatives regarding REFI’s and LIEN’s portfolios, valuation methodologies, financing arrangements, management fee structures, tax considerations and other matters relevant to the REFI Special Committee’s evaluation of the Merger.

On May 15, 2026, representatives of Nixon Peabody and Eversheds Sutherland held a video conference to discuss the Merger and the draft Merger Agreement. During the video conference, the parties discussed, among other issues, the structure of the Merger, the draft Merger Agreement provisions regarding financing for the post-Merger combined company, tax matters, and governmental consents and approvals that might be applicable to the transaction.

On May 26, 2026, representatives of Nixon Peabody and Eversheds Sutherland held a video conference to discuss the structure of the Merger, including the intended qualification of the Merger as a reorganization under Section 368(a)(1)(A) of the Code, REFI’s pre-Merger Tax Dividend to eliminate REFI’s accumulated earnings and profits and reduce REFI’s REIT taxable income, REFI’s continued qualification as a REIT for federal tax purposes through the Merger Effective Time, LIEN’s continued qualification as a RIC and a potential pre-Merger distribution by LIEN.

On May 31, 2026, Nixon Peabody circulated a revised draft of the Merger Agreement to Eversheds Sutherland. The revised draft introduced a single-meeting structure for REFI Shareholder approvals, providing for a short adjournment of the REFI Special Meeting between the BDC Election approval vote and the Merger Proposal approval vote, with the BDC Election to be effected during the adjournment, in order to avoid the time delay, expense and execution risk that would be associated with two separate shareholder meetings.

On June 1, 2026, Eversheds Sutherland shared the revised draft of the Merger Agreement with the LIEN Special Committee.

On June 2, 2026, representatives of Nixon Peabody and Eversheds Sutherland held a video conference to further discuss the single-meeting-with-adjournment approach to the REFI Special Meeting.

On June 2, 2026, the LIEN Special Committee met with representatives of Eversheds Sutherland and KBW also in attendance to discuss the revised draft of the Merger Agreement, including the single-meeting-with-adjournment approach to the REFI Special Meeting and the potential inclusion of a stock repurchase plan in the Merger Agreement. KBW provided the LIEN Special Committee with a preliminary overview of financial aspects of the Merger.

On June 2, 2026, representatives of Eversheds Sutherland and Nixon Peabody discussed matters relating to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, including the nature of the potential transaction, the nature of the assets of LIEN and REFI and the various exemptions from the filing requirements of the Hart-Scott-Rodino Act.

On June 3, 2026, the REFI Special Committee met with representatives of Oppenheimer to further consider strategic alternatives available to REFI and supplemental information regarding the Merger. Oppenheimer reviewed discussion materials addressing, among other things, five principal alternatives: maintaining the status quo, changing REFI’s strategy or structure, conducting an orderly portfolio run-off, pursuing a non-affiliated merger and pursuing an affiliated merger, including the Merger with LIEN. Oppenheimer reviewed potential advantages, disadvantages and other relevant considerations associated with each alternative, including REFI’s current trading price, dividend profile, access to capital, cannabis concentration, transaction execution risk, management fees and the potential benefits of increased scale and diversification in a transaction with LIEN.

The REFI Special Committee considered that each alternative involved different potential benefits and risks, including execution risk, timing, potential transaction costs and potential impact on shareholder value.

Oppenheimer also reviewed preliminary illustrative valuation analyses for certain alternatives, which were based on management projections and other assumptions. Oppenheimer reviewed the termination provisions of the REFI Management Agreement, including a preliminary estimate of the termination fee payable under certain circumstances. Nixon Peabody noted that the draft Merger Agreement and the ongoing negotiations contemplated that REFI would not bear a termination fee under the REFI Management Agreement in connection with the Merger.

On June 4, 2026, KBW shared with the LIEN Special Committee estimates and other information from LIEN regarding potential cost efficiencies expected by LIEN to result from the Merger as well as an underwriting memorandum from REFI regarding the Koach Transaction.

On June 5, 2026, the REFI Special Committee met with representatives of Nixon Peabody and Oppenheimer to discuss supplemental information regarding the Merger. Oppenheimer reviewed differences between REFI’s book value methodology and LIEN’s NAV methodology and discussed preliminary adjustments intended to place REFI and LIEN on a comparable valuation basis for purposes of calculating the Exchange Ratio. Oppenheimer also reviewed an illustrative comparison of the management fees REFI had actually paid under its existing REIT management fee structure over a historical period to the management fees REFI would have paid over the same period had the BDC fee structure applicable to LIEN instead been in effect, and discussed the potential impact of the resulting fee differential on REFI Shareholders. The REFI Special Committee viewed the management fee differential as an area of further discussion in its evaluation of the Merger and directed Oppenheimer and Nixon Peabody to continue evaluating potential alternatives.

On June 5, 2026, Eversheds Sutherland shared an updated draft of the Merger Agreement with the LIEN Special Committee, the LIEN Board and Nixon Peabody, which Nixon Peabody shared with the REFI Special Committee and Oppenheimer.

On June 5, 2026, the LIEN Special Committee met with representatives of Eversheds Sutherland and KBW also in attendance to discuss the updated draft of the Merger Agreement and related matters, including the tax treatment of REFI, the vote of LIEN Shareholders required to approve the Merger Agreement, the treatment of REFI’s outstanding indebtedness and the plan for repayment or assumption of such indebtedness in connection with the Merger. Following discussion, the LIEN Special Committee determined that, before the LIEN Special Committee takes a vote on whether to approve the Merger Agreement, REFI should speak with the lenders under the REFI Revolving Credit Facility and the holders of REFI Unsecured Notes regarding the Merger. The LIEN Special Committee also indicated its intention to provide a list of questions to LIEN’s senior management regarding the outstanding indebtedness of LIEN and REFI and the anticipated indebtedness of the proposed combined company.

On June 6, 2026, Nixon Peabody shared with the REFI Special Committee, Oppenheimer and Eversheds Sutherland a draft of Exhibit A to the draft Merger Agreement.

On June 7, 2026, the LIEN Special Committee shared with Eversheds Sutherland a list of questions to be provided to LIEN’s senior management regarding the outstanding indebtedness of LIEN and REFI and the anticipated indebtedness of the proposed combined company. Eversheds Sutherland shared the list of questions with LIEN’s senior management on June 8, 2026. Later that day, LIEN’s senior management provided preliminary responses to Eversheds Sutherland, which Eversheds Sutherland then shared with the LIEN Special Committee.

Between June 2 and June 10, 2026, representatives of Nixon Peabody and Eversheds Sutherland held additional video conferences regarding issues pertaining to the Merger Agreement, the tax treatment applicable to the Merger, post-Merger financing needs of the combined company and related matters. Issues under discussion relating to the Merger Agreement included the Exchange Ratio calculation methodology, adjustments and procedures, the deal protection provisions of the Merger Agreement, the termination and termination fee provisions of the Merger Agreement, the requisite shareholder approvals for the Merger, the allocation of transaction expenses among the parties and their managers, and the management fee differential between REFI and LIEN.

On June 7, June 9 and June 10, 2026, the REFI Special Committee met by video conference to continue its review of the Merger and related negotiation issues, including, at the June 10 meeting, a report on the REFI Special Committee’s recent meeting with members of REFI management. The REFI Special Committee discussed potential strategic benefits of a transaction with LIEN, including expansion of the investment mandate, potential reduction or elimination of constraints associated with REFI’s REIT structure, increased scale, potential operating efficiencies, potential access to a more flexible capital structure and potential increased public float and liquidity. The REFI Special Committee also discussed potential shareholder concerns, including the management fee differential, potential dividend impact, transaction expenses, the Exchange Ratio calculation methodology, adjustments and procedures, the treatment of the potential acquisition of additional loans through the Koach Transaction, which, at that time, had not closed, and the strategic rationale for the transaction.

On June 8, 2026, Nixon Peabody shared with the REFI Special Committee, Oppenheimer and Eversheds Sutherland the form of the Support Agreements.

On June 8, 2026, representatives of Eversheds Sutherland met with representatives of Baker, Donelson, Bearman, Caldwell & Berkowitz PC, LIEN’s Maryland legal counsel, to discuss the shareholder voting requirements for approval of the Merger Agreement pursuant to the LIEN Charter and LIEN Bylaws.

On June 8, 2026, representatives of Nixon Peabody and Eversheds Sutherland held a video conference to discuss U.S. federal income tax matters relating to the Merger, including the structure of the transaction, related provisions of the Merger Agreement, and the anticipated tax disclosures and opinions to be included in the registration statement, of which this joint proxy statement/prospectus forms a part.

Nixon Peabody reviewed the proposed transaction structure, including REFI’s proposed BDC Election followed by a stock-for-stock merger of REFI with and into LIEN, with LIEN as the surviving corporation. Under the Merger Agreement, following the BDC Election and before the Merger, the REFI Board, on recommendation of the REFI Special Committee, would be required to make the Post-BDC Election Approvals. The REFI Special Committee also reviewed tax considerations relating to the proposed transaction, including the parties’ intent that the Merger qualify as a reorganization under Section 368(a) of the Code, tax dividend requirements and issues relating to REFI’s REIT status and BDC Election.

The REFI Special Committee also discussed proposed adjustments to the NAV calculation methodology, including adjustments to account for differences between REFI’s book value and LIEN’s fair value methodologies, treatment of current expected credit loss reserves, transaction expenses and REFI Manager’s proposed expense contribution. Oppenheimer reviewed examples of measures used in precedent affiliated transactions to support shareholder value, including expense reimbursements, temporary fee relief, share repurchase programs and manager investments. The REFI Special Committee expressed the view that any concessions should, to the extent practicable, benefit REFI Shareholders. Following further discussion, the REFI Special Committee directed Nixon Peabody and Oppenheimer to continue negotiations with LIEN and its representatives regarding the transaction structure, NAV adjustments and REFI Manager’s proposed expense contribution, and to develop proposals for consideration at a subsequent meeting of the REFI Special Committee.

On June 9, 2026, the LIEN Special Committee held a meeting with LIEN’s senior management and representatives of Eversheds Sutherland to discuss the outstanding indebtedness of LIEN and REFI and the anticipated indebtedness of the proposed combined company. LIEN’s senior management explained that they expect to receive non-binding letters of support for the Merger from LIEN’s and REFI’s senior lenders prior to the LIEN Special Committee’s vote on whether to approve the Merger Agreement. LIEN’s senior management noted that it does not intend to receive consent from the holders of the REFI Unsecured Notes until closer to the Merger Effective Time, but that the fees associated with prepayment of the REFI Unsecured Notes expire in October 2026. LIEN’s senior management then outlined the anticipated indebtedness of the proposed combined company.

On June 10, 2026, prior to a meeting of the REFI Special Committee on that date, members of the REFI Special Committee met by video conference with members of REFI management. In advance of the meeting, the REFI Special Committee had identified a number of topics for discussion with REFI management, including: the rationale that would support REFI shareholder approval of the Merger; how REFI shareholders’ anticipated concerns regarding the post-Merger management fee differential, potential dividend impact and potential near-term impact on the trading price of REFI Common Stock would be addressed; and REFI management’s plans in the event the requisite shareholder votes were not obtained. The REFI Special Committee had also indicated to its advisors that any concessions sought from REFI Manager in connection with the Merger should, to the extent practicable, benefit REFI shareholders.

At the meeting with REFI management, members of REFI management reviewed with the REFI Special Committee three principal strategic alternatives available to REFI, including maintaining the status quo, an orderly wind-down of REFI’s portfolio, and the Merger with LIEN. The REFI Special Committee had previously reviewed with Oppenheimer a broader range of strategic alternatives, including a non-affiliated merger with a third-party public or private vehicle and changes to REFI’s investment strategy or structure, as described above. REFI management expressed the view that, under a status quo scenario, REFI’s dividend would likely decrease over time due to diminishing opportunities. REFI management indicated that an orderly wind-down would take several years to complete and was expected to result in a decline in REFI’s NAV of approximately 10% to 20% given ongoing operating expenses against a declining asset base. REFI management expressed the view that the proposed Merger offered the most compelling long-term value for REFI shareholders, citing increased scale, increased public float, improved access to debt capital markets, including the potential to achieve an investment grade credit rating for the combined company, and the broader investment mandate available to the combined company as a BDC. REFI management also expressed confidence that REFI Shareholder approval of the Merger could be obtained.

The REFI Special Committee discussed with REFI management potential measures to enhance the value of the Merger for REFI Shareholders. REFI management stated that REFI Manager was prepared to make a $2 million payment of REFI’s transaction expenses in connection with the Merger. Following discussions among the REFI Special Committee, its advisors, REFI management and LIEN’s representatives, the parties ultimately agreed that the $2 million expense payment borne by REFI Manager (rather than REFI and the REFI Shareholders) would result in a corresponding increase to Closing REFI NAV for purposes of calculating the Exchange Ratio, with the effect of increasing the number of shares of LIEN Common Stock to be received by REFI Shareholders in the Merger. REFI management also expressed support for the LIEN Board considering, in good faith, the adoption of a post-Closing share repurchase program.

Following this meeting, the REFI Special Committee reconvened with its advisors. Based on its discussions with REFI management and the additional terms that REFI management had indicated would be supported by REFI Manager, including the $2 million payment of REFI’s transaction expenses, the REFI Special Committee determined that the Merger appeared to represent the best available strategic alternative for REFI Shareholders and directed its advisors to continue to finalize the Merger Agreement and related documentation.

On June 10, 2026, Nixon Peabody circulated to the REFI Special Committee, Oppenheimer and Eversheds Sutherland a revised draft of the Merger Agreement, which Eversheds Sutherland shared with the LIEN Special Committee, reflecting, among other things: the addition of an addback to Closing REFI NAV in Exhibit A of the Merger Agreement reflecting REFI Manager’s agreement to pay $2 million of REFI’s transaction expenses; a modification to the termination provisions in the Merger Agreement; and elimination of references to termination fees payable by either party, retaining the concept that a third party bidder making a superior proposal would be required to pay a termination fee to the non-terminating party prior to termination of the Merger Agreement, reflecting the position that the 1940 Act prohibits the payment of termination fees among affiliated investment companies.

On June 12, 2026, representatives of Nixon Peabody and Eversheds Sutherland held a video conference to discuss the revised draft of the Merger Agreement and proposed revisions to Exhibit A of the Merger Agreement. At and in connection with the call, Eversheds Sutherland raised concerns regarding the termination provision in the Merger Agreement. Nixon Peabody and Eversheds Sutherland discussed the termination provision and determined that it could be deleted from the Merger Agreement and addressed through the shareholder approval conditions to completion of the Merger. Later that day, Eversheds Sutherland circulated to Nixon Peabody and the LIEN Special Committee a revised draft of the Merger Agreement, which Nixon Peabody shared with the REFI Special Committee and Oppenheimer, and Nixon Peabody circulated to Eversheds Sutherland a revised draft of Exhibit A to the Merger Agreement. Eversheds Sutherland advised Nixon Peabody that it was comfortable with the form of the Support Agreements and requested a list of signatories.

On June 12, 2026, the LIEN Special Committee held a meeting by videoconference with members of LIEN senior management and representatives of Eversheds Sutherland and KBW in attendance to discuss the revised draft of the Merger Agreement and related transaction matters. Members of LIEN senior management reviewed with the LIEN Special Committee the challenges associated with obtaining the requisite approval of the REFI Shareholders and explained that certain recent revisions to the Merger Agreement and related transaction terms were intended to make the Merger more attractive to REFI Shareholders. These revisions included the potential share repurchase program and the agreement by REFI Manager to pay $2 million of REFI’s expenses under the Merger Agreement. LIEN senior management also discussed its planned outreach to REFI Shareholders to solicit votes in favor of the applicable proposals. LIEN senior management reiterated its view that the Merger was in the best interests of LIEN Shareholders and REFI Shareholders and would be accretive to both.

Following this discussion, members of LIEN senior management left the meeting, and the LIEN Special Committee continued to meet with representatives of Eversheds Sutherland and KBW. Representatives of Eversheds Sutherland reviewed with the LIEN Special Committee the revisions to the Merger Agreement, including revisions to the termination provisions, the shareholder voting requirements for approval of the Merger Agreement (including a requirement that the affirmative vote of both a majority of the outstanding shares and a majority of the unaffiliated shareholders voting at the meeting be obtained) and the potential share repurchase program. Representatives of Eversheds Sutherland also provided an update regarding LIEN management’s communications with the lenders under LIEN’s and REFI’s outstanding indebtedness.

Representatives of KBW then reviewed financial matters relating to the Merger, including the modified Exchange Ratio reflecting REFI Manager’s agreement to pay $2 million of REFI’s transaction expenses.

Following the meeting with the LIEN Special Committee, on June 12, 2026, Eversheds Sutherland circulated to Nixon Peabody a revised draft of the Merger Agreement, which included a new covenant relative to consideration of a post-closing share repurchase and revisions to the termination provisions and termination fee structure.

On June 13, 2026, Nixon Peabody circulated to the REFI Special Committee a list of material open issues relative to the Merger Agreement.

On June 15, 2026, the REFI Special Committee met with representatives of Nixon Peabody to review the Merger in advance of the anticipated approval meetings, including the terms and conditions of the Merger Agreement, the strategic rationale for the Merger, the BDC Election and 1940 Act compliance matters, the required shareholder approvals (including a requirement that the affirmative vote of both a majority of the outstanding shares and a majority of the unaffiliated shareholders voting at the meeting be obtained) and tax considerations, and to discuss the anticipated fairness opinion to be delivered by Oppenheimer. Nixon Peabody reviewed a consolidated list of material issues, and the REFI Special Committee discussed, among other things, the proposed post-Closing share repurchase program of up to $25 million, the removal of the REFI fiduciary out right and inclusion of a closing condition relative to the Post-BDC Election Approvals required under the 1940 Act, the proposed reciprocal termination fees and the REFI Special Committee’s direction to negotiate for their elimination or, failing that, their reduction, the financing-related closing condition and the proposed outside date for the Merger.

On June 15, 2026, representatives of Nixon Peabody and Eversheds Sutherland held a video conference to discuss the status of the Merger Agreement and additional changes proposed by Nixon Peabody. In connection with the call, Nixon Peabody circulated to the REFI Special Committee and Eversheds Sutherland a further revised draft of the Merger Agreement, reflecting, among other things: the elimination of reciprocal termination fees; confirmation of the proposed $25 million amount for the post-Closing share repurchase program; extension of the outside date for the Merger to June 30, 2027; and identification of the proposed signatories to the Support Agreements. Eversheds Sutherland shared the further revised draft of the Merger Agreement and Exhibit A of the Merger Agreement with the LIEN Special Committee, the LIEN Board and LIEN’s senior management.

On June 16, 2026, Nixon Peabody advised Eversheds Sutherland that, based on feedback from the REFI Special Committee and REFI management, the expense allocation language remaining in the Merger Agreement should be retained. Nixon Peabody advised that REFI Manager’s $2 million payment of REFI’s transaction expenses had been discussed between the two management teams, that the financial implications were reflected in the Exchange Ratio separately arrived at and agreed by the two management teams in consultation with the parties’ respective special committee’s financial advisors, and that the approach was consistent with a prior Chicago Atlantic transaction. The REFI Special Committee was in agreement with the approach, and Nixon Peabody requested confirmation that the LIEN Special Committee would also agree.

On June 16, 2026, Eversheds Sutherland shared with Nixon Peabody, the LIEN Special Committee and the LIEN Board an updated draft of the Merger Agreement reflecting clean-up edits and noted that issues relating to the termination fee and the allocation of fees and expenses remained outstanding. Nixon Peabody shared the draft of the Merger Agreement with the REFI Special Committee and Oppenheimer.

During the period from June 10 to June 17, 2026, representatives of Nixon Peabody and Eversheds Sutherland, together with representatives of Oppenheimer and KBW, also discussed and exchanged revised drafts of the Support Agreements and Exhibit A to the Merger Agreement setting forth the NAV calculation methodology. The principal items addressed by the parties during this period also included transaction expense allocation, a requirement that the affirmative vote of both a majority of all outstanding shares and a majority of the unaffiliated shareholders voting at the relevant meeting be obtained in order for the REFI or LIEN, as applicable, shareholder approvals to be deemed to have been received, the categories of adjustments to Closing REFI NAV and Closing LIEN NAV reflected in Exhibit A of the Merger Agreement, the inclusion in Closing REFI NAV of the $2 million amount attributable to REFI Manager’s payment of REFI transaction expenses, post-Closing board composition and the differences in director and officer indemnification protections available to BDCs in comparison to REITs.

On June 16, 2026, the REFI Special Committee met by video conference with representatives of Oppenheimer to review Oppenheimer’s financial analyses in connection with its fairness opinion. Oppenheimer reviewed the proposed transaction structure, the Exchange Ratio methodology, the shareholder approval process, the proposed allocation of fees and expenses, and the potential share repurchase program that the LIEN Board would be required to consider in good faith following the signing of the Merger Agreement. Oppenheimer also reviewed its financial analyses of the proposed transaction, including implied Exchange Ratio reference ranges, and discussed the assumptions and

limitations of those analyses. Oppenheimer compared those reference ranges to an illustrative Exchange Ratio of 1.0851x, based on adjusted March 31, 2026 net book value per share of $14.30 for REFI and adjusted March 31, 2026 NAV per share of $13.18 for LIEN. Oppenheimer noted that the actual Exchange Ratio under the Merger Agreement would be calculated based on Closing REFI NAV and Closing LIEN NAV determined no earlier than 48 hours prior to the Merger Effective Time. At the meeting, Oppenheimer rendered to the REFI Special Committee its oral opinion that, as of that date and based upon and subject to the various assumptions, limitations, qualifications and other matters reviewed with the Special Committee, the Exchange Ratio was fair, from a financial point of view, to REFI Shareholders (other than REFI Manager, LIEN, LIEN Adviser and any of their respective Affiliates), and advised the REFI Special Committee that it expected to confirm its oral opinion by delivery of a written fairness opinion on the following day. The REFI Special Committee considered this advice, together with the proposed allocation of transaction expenses, REFI Manager’s $2 million payment of REFI transaction expenses, the valuation methodology set forth in the Merger Agreement and the other factors reviewed with its advisors.

Later on June 16, 2026, the LIEN Special Committee held a meeting by videoconference with representatives of Eversheds Sutherland and KBW also in attendance. At the meeting, the LIEN Special Committee and representatives of Eversheds Sutherland discussed the removal of the termination fee provisions and the allocation of the fees and expenses of the Merger. Following discussion, the LIEN Special Committee determined to propose a fee arrangement pursuant to which LIEN would bear the first $200,000 of SEC filing, printing and mailing costs, REFI would bear the next $150,000 of such costs, representing costs between $200,000 and $350,000, and any costs above $350,000 would be split equally between LIEN and REFI. The LIEN Special Committee determined that, while LIEN was willing to bear such costs based on the parties’ $200,000 estimate, any excess costs should be REFI’s responsibility absent further allocation.

At this meeting, KBW reviewed the financial aspects of the Merger and rendered an opinion to the LIEN Special Committee to the effect that, as of such date and subject to the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by KBW as set forth in such opinion, the Exchange Ratio (which was assumed in KBW’s opinion to be 1.0849x) in the Merger was fair, from a financial point of view, to LIEN. KBW’s opinion is more fully described in the section entitled “Opinion of the LIEN Special Committee’s Financial Advisor.”

Following discussion, the LIEN Special Committee unanimously determined that the Merger Agreement, the Merger Stock Issuance Proposal, the terms of the Merger and the related transactions, and LIEN’s participation in the Merger and the related transactions, were fair to and in the best interests of LIEN and its shareholders, and that the interests of LIEN’s existing shareholders would not suffer dilution for purposes of Rule 17a-8 under the 1940 Act. The LIEN Special Committee also approved and declared advisable the Merger Stock Issuance Proposal, the Merger Agreement, the Merger and the related transactions, and recommended that the LIEN Board approve the Merger Stock Issuance Proposal, the Merger Agreement, the Merger and the related transactions and submit the applicable merger proposals to LIEN Shareholders.

Following the meeting of the LIEN Special Committee, the LIEN Board held a meeting on June 16, 2026 to consider the LIEN Special Committee’s recommendation. Representatives of KBW reviewed KBW’s opinion rendered to the LIEN Special Committee as to the fairness, from a financial point of view and as of the date of the opinion, to LIEN of the Exchange Ratio in the proposed Merger and the financial analyses underlying KBW’s opinion. The LIEN Board reviewed the terms of the Merger Agreement, including the formula-based Exchange Ratio, the NAV calculation methodology, the Merger Stock Issuance Proposal, required shareholder approvals, Support Agreements, expense allocation, tax considerations and other matters described in the LIEN Board’s resolutions.

Following review of the LIEN Special Committee’s recommendation, the terms of the Merger Agreement and the other matters presented, the LIEN Board, acting on the recommendation of the LIEN Special Committee, unanimously determined that the Merger Agreement, the Merger Stock Issuance Proposal, the terms of the Merger and the related transactions, and LIEN’s participation in the Merger and the related transactions, were fair to and in the best interests of LIEN and its shareholders, and that the interests of LIEN’s existing shareholders would not suffer dilution for purposes of Rule 17a-8 under the 1940 Act. The LIEN Board also approved and declared advisable the Merger Stock Issuance Proposal, the Merger Agreement, the Merger and the related transactions, directed that the applicable merger proposals be submitted to LIEN Shareholders at the LIEN Special Meeting, and resolved to recommend that LIEN Shareholders approve such proposals.

Later on June 16, 2026, Eversheds Sutherland communicated with Nixon Peabody that the LIEN Special Committee was comfortable with the removal of the termination fee provisions. With respect to the allocation of SEC filing, printing and mailing costs, Eversheds Sutherland, pursuant to the LIEN Special Committee’s instructions, made a proposal with respect to such costs. The parties subsequently agreed to that proposed allocation, as reflected in the executed Merger Agreement.

On June 17, 2026, the remaining open issues relating to transaction expense allocation were resolved in the form of Merger Agreement presented to the REFI Special Committee and the REFI Board. The parties agreed that, except for SEC filing, printing and mailing costs, all fees and expenses incurred in connection with the BDC Election, the Merger, the Merger Agreement and the related transactions would be split equally between LIEN and REFI, with REFI Manager paying $2 million of the fees and expenses for which REFI would otherwise be responsible. The parties also agreed that LIEN would pay the first $200,000 of SEC filing, printing and mailing costs, REFI would pay the next $150,000 of such costs, and any such costs above $350,000 would be split equally.

At its meeting on June 17, 2026, representatives of Oppenheimer delivered to the REFI Special Committee Oppenheimer’s oral opinion, confirming its prior advice, that the illustrative Exchange Ratio of 1.0851x was fair, from a financial point of view, to REFI Shareholders other than REFI Manager, LIEN, LIEN Adviser and their Affiliates. Oppenheimer subsequently delivered its written fairness opinion, dated June 17, 2026. Oppenheimer’s opinion was based on, among other things, the adjusted March 31, 2026 NAVs and Oppenheimer’s assumption that the finally calculated Closing REFI NAV and Closing LIEN NAV would not differ materially from those values. Oppenheimer’s opinion is more fully described in the section entitled “Opinion of the REFI Special Committee’s Financial Advisor.”

Following discussion, the REFI Special Committee unanimously determined, in anticipation of the BDC Election and the Post-BDC Election Approvals required under the Merger Agreement, that the Merger Agreement, the BDC Election, the terms of the Merger and the related transactions and participation in the Merger and the related transactions are fair to and in the best interests of REFI and its shareholders, and that the interests of REFI’s existing shareholders would not suffer dilution for purposes of Rule 17a-8 under the 1940 Act. The REFI Special Committee also approved and declared advisable the Merger Agreement, the BDC Election, the Merger and the related transactions, and recommended that the REFI Board approve the Merger Agreement, the BDC Election, the Merger and the related transactions and submit the applicable BDC Election ratification, New BDC Advisory Agreement and merger proposals to REFI Shareholders. The REFI Special Committee also determined that, following the BDC Election and prior to Closing, it would be necessary and advisable for the REFI Special Committee and the REFI Board to reconvene to reaffirm certain determinations, including determinations required under Rule 17a-8 under the 1940 Act, and, if deemed appropriate and necessary, to receive an updated or reissued fairness opinion from Oppenheimer.

Also on June 17, 2026, following the meeting of the REFI Special Committee and before the meeting of the REFI Board, the Compensation Committee of the REFI Board (the “REFI Compensation Committee”) held a meeting to consider the treatment of REFI’s outstanding equity awards in connection with the BDC Election and the Merger. The REFI Compensation Committee considered that REFI’s existing equity compensation arrangements, which include grants of restricted stock and restricted stock units under the REFI Incentive Plan, would not be permitted to remain outstanding following the BDC Election under the restrictions applicable to BDCs under the 1940 Act. The REFI Compensation Committee further considered that, given the transaction structure, under which REFI would effect the BDC Election prior to the Merger Effective Time, the outstanding restricted stock and restricted stock units would need to be addressed prior to the BDC Election Time in order to preserve the value of those awards for the holders and to avoid non-compliance with the 1940 Act. Following discussion, the REFI Compensation Committee, acting pursuant to its authority under the REFI Incentive Plan, unanimously authorized and approved the accelerated vesting in full of all outstanding restricted stock and restricted stock units granted under such plan, effective immediately prior to the BDC Election Time.

Following the meeting of the REFI Compensation Committee, the REFI Board held a meeting on June 17, 2026 to consider the REFI Special Committee’s recommendation. Representatives of Oppenheimer reviewed the financial analyses underlying its opinion and the illustrative exchange ratio of 1.0851x based on the adjusted March 31, 2026 NAVs, and delivered to the REFI Board Oppenheimer’s oral opinion, confirming its prior advice which would be followed up with the delivery of Oppenheimer’s written opinion, to the effect that, based upon and subject to the various assumptions, limitations, qualifications and other matters set forth in its written opinion, the Exchange Ratio was fair, from a financial point of view, to REFI Shareholders other than REFI Manager, LIEN, LIEN Adviser and any of their

respective Affiliates. The REFI Board also reviewed the terms of the Merger Agreement, including the formula-based Exchange Ratio, the NAV calculation methodology, the BDC Election, the New BDC Advisory Agreement, required shareholder approvals, Post-BDC Election Approvals, Support Agreements, expense allocation, tax considerations and other matters described in the REFI Board’s resolutions.

Following review of the REFI Special Committee’s recommendation, Oppenheimer’s financial analyses and opinion, the terms of the Merger Agreement and the other matters presented, the REFI Board, acting on the recommendation of the REFI Special Committee, unanimously determined, in anticipation of the BDC Election and the Post-BDC Election Approvals required under the Merger Agreement, that the Merger Agreement, the BDC Election, the terms of the Merger and the related transactions and participation in the Merger and the related transactions are fair to and in the best interests of REFI and its shareholders, and that the interests of REFI’s existing shareholders would not suffer dilution for purposes of Rule 17a-8 under the 1940 Act.

The REFI Board also approved and declared advisable the Merger Agreement, the BDC Election, the Merger and the related transactions, directed that the applicable BDC Election, New BDC Advisory Agreement and merger proposals be submitted to REFI Shareholders at the REFI Special Meeting, and resolved to recommend that REFI Shareholders approve such proposals.

The REFI Board also approved the New BDC Advisory Agreement, substantially in the form made available to the REFI Board and directed that the New BDC Advisory Agreement be submitted to REFI Shareholders for approval at the REFI Special Meeting in accordance with Section 15(a) of the 1940 Act. The New BDC Advisory Agreement would govern REFI’s advisory relationship during the period after the BDC Election and before the Merger Effective Time and would automatically terminate at the Merger Effective Time. See “Description of New BDC Advisory Agreement”

Following the meetings of the REFI Special Committee, the REFI Compensation Committee and the REFI Board, on June 17, 2026, REFI, LIEN, LIEN Adviser and REFI Manager executed and delivered the Merger Agreement. Concurrently with the execution and delivery of the Merger Agreement, certain shareholders of LIEN and REFI entered into Support Agreements with REFI and LIEN, pursuant to which, among other things, each agreed to vote its or his shares of LIEN Common Stock or REFI Common Stock, as applicable, in favor of the applicable LIEN and REFI shareholder approval matters. The Support Agreements cover approximately 4.8% of the outstanding REFI Common Stock and approximately 12.9% of the outstanding LIEN Common Stock. Shares subject to the Support Agreements are excluded from the determination of whether the affirmative vote of a majority of the unaffiliated shareholders voting at the meeting has been obtained, as required under the Merger Agreement. See “Summary of the Merger — Vote Required — LIEN” and “Summary of the Merger — Vote Required — REFI.”

Before the market opened on June 18, 2026, REFI and LIEN issued a joint press release announcing the execution of the Merger Agreement.

At various telephonic LIEN Board meetings, the LIEN Board and the LIEN Special Committee considered the approval of the Merger and the Merger Agreement. In connection with its consideration, the LIEN Special Committee requested and LIEN Adviser and REFI Manager provided information regarding the proposed Merger, REFI, and the anticipated effects of the Merger on LIEN and LIEN Shareholders, both immediately after the Merger and over the longer-term assuming that some or all of the anticipated benefits of the Merger are realized. Over the course of its review of the materials and information provided and its consideration of the Merger, the LIEN Board and the LIEN Special Committee consulted with their legal adviser, Eversheds Sutherland, and other advisors, as well as LIEN’s management and LIEN Adviser. In addition, the LIEN Special Committee was advised as to certain financial matters by KBW. The LIEN Board and the LIEN Special Committee considered the nature and adequacy of the information provided, including the terms of the Merger Agreement and their duties under state and federal law in approving the Merger and the conflicts of interest presented by the transactions provided for in the Merger Agreement. The LIEN Board and the LIEN Special Committee considered numerous factors, including the ones described below, in connection with their consideration and approval of the Merger. On June 16, 2026, the LIEN Special Committee determined and recommended that the LIEN Board determine that the Merger is in the best interests of LIEN and in the best interests of LIEN Shareholders, and that existing LIEN Shareholders will not suffer any dilution for purposes of Rule 17a-8 of the 1940 Act as a result of the Merger. Later on June 16, 2026, the LIEN Board unanimously determined that the Merger is in the best interests of LIEN and in the best interests of LIEN Shareholders, and that existing LIEN Shareholders will not suffer any dilution for purposes of Rule 17a-8 of the 1940 Act as a result of the Merger.

In considering the Merger, the LIEN Board, with the participation throughout of the LIEN Special Committee, reviewed comparative information about LIEN and REFI including, among other items: (1) their investment goals, strategies, policies and restrictions; (2) their individual holdings and the quality of such holdings, including, in particular, the holdings of REFI that were not currently held by LIEN; (3) their valuation policies and procedures; (4) their existing leverage facilities and, with respect to LIEN, its permissible asset coverage ratio under the 1940 Act; (5) their short-term and long-term investment performance history and financial results; (6) the amount of past dividends and distributions and the anticipated effect of the Merger on future LIEN earnings and distributions; (7) the trading history of LIEN and REFI, including current and historical premiums and/or discounts at which LIEN and REFI have traded; and (8) their respective investment advisory and/or management agreements and expense ratios. In addition, the LIEN Board and the LIEN Special Committee reviewed comprehensive information regarding the anticipated immediate benefits and possible risks to LIEN as a result of the Merger, and the anticipated investment, market and financial synergies to be experienced by the combined company over the shorter and longer-term. The LIEN Special Committee also considered the potential financial impacts to LIEN of the Merger, in consultation with KBW.

The LIEN Board and the LIEN Special Committee, separately, weighed various benefits and risks in considering the Merger, both with respect to the immediate effects of the Merger on LIEN and LIEN Shareholders and with respect to the potential benefits that could be experienced by the combined company after the Merger. Some of the material factors considered by the LIEN Board and the LIEN Special Committee that assisted it in concluding that the Merger is in the best interests of LIEN and LIEN Shareholders included, among others:

The LIEN Board and the LIEN Special Committee considered various possible advantages to the combined company as a result of its larger size. The combined company would be a top 25 externally managed BDC by NAV as of March 31, 2026, with combined investments fair valued at approximately $771 million, and an estimated NAV of approximately $611 million. The proposed merger would increase the fair value of LIEN’s total investments by approximately 112%.

The LIEN Board and the LIEN Special Committee considered that diversification is key to risk mitigation for a BDC, as diversification reduces reliance on the success of one singular investment. The LIEN Board and the LIEN Special Committee acknowledged that the combined portfolio would increase LIEN’s diversification across asset type and collateral profile, including real estate, working capital, intellectual property, pledges of equity, personal guarantees, cash flows and equipment, across both the cannabis and diversified direct lending markets.

The LIEN Board and LIEN Special Committee also acknowledged that the combined portfolio would be 100% senior secured. The LIEN Board and the LIEN Special Committee reviewed materials showing that the average investment size as a percentage of the portfolio at fair value would decrease to 1.7%, based on the individual portfolios as of March 31, 2026. The LIEN Board and LIEN Special Committee acknowledged that these factors would contribute to enhanced diversification and risk mitigation.

The LIEN Board and the LIEN Special Committee contemplated the impact that the Merger would have on trading liquidity for LIEN Shareholders. The LIEN Board and the LIEN Special Committee reviewed analysis suggesting that, on average, larger BDCs tend to have higher daily trading volumes. Increased trading volumes could provide existing LIEN Shareholders with more flexibility to manage their investments and allow new shareholders to build positions in LIEN more efficiently. The LIEN Board and the LIEN Special Committee also considered that market analysts, institutional investors, index providers and exchange-traded funds often focus on larger BDCs with greater scale and market capitalization, and that the combined company may therefore attract increased market attention and be better positioned for inclusion in certain indices and investment portfolios.

The LIEN Board and the LIEN Special Committee noted that there was significant overlap between LIEN and REFI’s portfolios, as approximately 50% of investments in REFI were also held in LIEN as of March 31, 2026. The LIEN Board and the LIEN Special Committee also considered that LIEN and REFI employ similar investment and underwriting philosophies. The LIEN Board and the LIEN Special Committee concluded that the combination of two known, diversified portfolios of investments, each constructed and managed by investment committees that share substantial overlapping membership, will facilitate portfolio consolidation and meaningfully mitigate potential integration risk.

The LIEN Board and the LIEN Special Committee discussed how the combined company may create potential for more diverse funding sources and create financing cost savings over time. In particular, they considered that the increased scale of the combined company could enhance balance sheet flexibility and provide access to a broader range of financing alternatives, including both secured and unsecured debt capital. The LIEN Board and the LIEN Special Committee also discussed that increased scale may improve the combined company’s ability to originate and hold larger investments in an increasingly consolidating industry and could support access to larger financing commitments. In addition, they considered that the size and scale of the combined company may improve the likelihood of obtaining investment-grade credit ratings from major credit rating agencies, which could further expand financing alternatives and contribute to lower borrowing costs over time. The LIEN Board and the LIEN Special Committee further discussed that increased scale may improve the liquidity of the combined company’s common stock and broaden its appeal to institutional investors.

The LIEN Board and the LIEN Special Committee reviewed the list of redundant professional services and other expenses associated with each of LIEN and REFI and determined that the potential expenses of the combined company would be less than the sum of the expenses of LIEN and REFI on a standalone basis. The LIEN Board noted that although certain one-time merger related expenses would be borne by LIEN Shareholders, the annual operating expenses (excluding borrowing expenses and advisory fees) are expected to be reduced as a percentage of net assets due to the elimination of redundant expenses. The LIEN Board and the LIEN Special Committee found that the expected decrease in the expenses of the combined company would benefit LIEN and LIEN Shareholders if the Merger is approved.

The LIEN Board and the LIEN Special Committee considered the long-term earnings profile of LIEN and the potential combined company while evaluating the Merger and determined that the Merger could be accretive to NII over time. The LIEN Board and the LIEN Special Committee considered the lower expense profile the combined company could have, through lower financing costs due to scale and elimination of redundant professional services and corporate expenses. Additionally, the LIEN Board and the LIEN Special Committee determined that NII could benefit further from incremental yield through portfolio mix optimization. The LIEN Board and the LIEN Special Committee concluded that a combined company could have an advantageous NII return profile over the long-term compared to LIEN alone as a result.

The LIEN Board and the LIEN Special Committee reviewed both LIEN’s and REFI’s investment programs and acknowledged that they have similar investment and underwriting philosophies. The LIEN Board and the LIEN Special Committee took into consideration that LIEN and REFI are each managed by affiliates of Chicago Atlantic and, after the Merger, the investment experience of LIEN Shareholders would likely be comparable in the combined company as there would be no increase to advisory fee rates.

The LIEN Board and the LIEN Special Committee considered that the Merger is anticipated to be treated as a tax-free reorganization for federal income tax purposes and neither LIEN nor LIEN Shareholders are expected to recognize any gain or loss for U.S. federal income tax purposes as a result of the Merger, except for any gain or loss that may result from the receipt of cash in lieu of fractional shares of LIEN Common Stock.

The LIEN Board and the LIEN Special Committee considered that the Exchange Ratio (and thus the number of shares of LIEN Common Stock to be issued to REFI Shareholders pursuant to the Merger Agreement) will be determined by taking into account the Closing LIEN NAV and the Closing REFI NAV, supporting a determination that the interests of LIEN Shareholders will not be diluted for purposes of Rule 17a-8 under the 1940 Act as a result of the

Merger. The LIEN Special Committee and the LIEN Board considered that the Exchange Ratio provides that the number of shares of LIEN Common Stock to be issued to REFI Shareholders pursuant to the Merger Agreement will be determined on a NAV-for-NAV basis on the Determination Date.

The LIEN Special Committee and the LIEN Board considered the potential benefits of the Merger noted above relative to other strategic options. The LIEN Board and the LIEN Special Committee weighed the option that LIEN could attempt to raise equity capital through public market follow-on offerings, but noted the challenges associated with raising capital as a result of LIEN’s market price historically trading at a discount to its NAV. If LIEN were to raise the equivalent amount of equity capital to reach the scale of the proposed combined company in public markets, disadvantages to shareholders include: the discount to trading levels that follow-on offerings are executed at, fees paid to bookrunners on equity offerings, and lower returns for a period of time following the equity offerings as LIEN holds the invested cash waiting to deploy the capital into attractive investment opportunities in line with LIEN’s strategy.

The LIEN Special Committee considered the opinion dated June 16, 2026, of KBW to the LIEN Special Committee as to the fairness, from a financial point of view and as of the date of the opinion, to LIEN of the Exchange Ratio in the proposed Merger, as fully described below in the section entitled “— Opinion of the LIEN Special Committee’s Financial Advisor.”

When considering the information described above, including all of the anticipated effects of the Merger on LIEN and LIEN Shareholders and the related pro forma information, the LIEN Board noted that information based on projections and assumptions may be incorrect, is subject to change, and may fluctuate over time. The LIEN Board acknowledged that the pro forma information and the projections and assumptions on which the potential expenses, earnings, yield, dividend and trading price information is based depends on many factors and variables, including among other things, asset mix, the performance of individual investments, changing cost of service providers, portfolio turnover level, leverage, the cost of leverage, changes in interest rates and general market conditions. The LIEN Board noted that there is no assurance that any of the potential benefits to LIEN or LIEN Shareholders as a result of the Merger will be realized, including any anticipated synergies, and that the combined company could experience detrimental effects that had not been anticipated.

In the course of its deliberations, the LIEN Board and the LIEN Special Committee also considered a variety of risks and other potentially adverse factors, including the following (which are not in any relative order of importance):

This discussion of the information and factors that the LIEN Board and the LIEN Special Committee considered in making its decision is not intended to be exhaustive, but includes the material factors considered by the LIEN Board and the LIEN Special Committee. Because of the wide variety of factors considered in connection with its evaluation of the Merger and Merger Agreement and the complexity of those matters, the LIEN Board and the LIEN Special Committee did not find it useful to, and did not attempt to, quantify, rank or otherwise assign relative weights to these factors. In addition, the individual members of the LIEN Board may have given different weights to different factors.

The LIEN Special Committee consulted with KBW, as its financial advisor, in evaluating the financial terms of the Merger. In addition, the LIEN Board relied on Eversheds Sutherland, as its legal advisor, for legal analysis in connection with the Merger.

The LIEN Board and the LIEN Special Committee considered all of these factors and others as a whole and, on balance, determined the Merger to be in the best interests of LIEN and LIEN Shareholders and unanimously approved the Merger and the Merger Agreement.

In evaluating the Merger Agreement, the BDC Election, the Merger and the other transactions, the REFI Special Committee consulted with REFI’s management, Nixon Peabody and Oppenheimer. The REFI Board considered the recommendation of the REFI Special Committee, Oppenheimer’s opinion and the other materials presented. References below to factors considered by the REFI Board include, where applicable, factors considered by the REFI Special Committee and presented or recommended to the REFI Board.

The REFI Special Committee and the REFI Board considered a wide range of factors, both potentially supportive of and potentially adverse to the Merger. The following discussion summarizes the material factors considered and is not intended to be exhaustive. Neither the REFI Special Committee nor the REFI Board attempted to quantify, rank or otherwise assign specific weights to the factors considered, and individual directors may have given different weight to different factors.

The REFI Special Committee and the REFI Board considered the strategic rationale for the Merger in the context of the alternatives available to REFI on a standalone basis. With the assistance of Oppenheimer, the REFI Special Committee reviewed five principal alternatives: continuing as an independent, standalone REIT focused on cannabis-related mortgage lending; a strategy shift, including diversification away from cannabis lending or conversion to a different regulatory structure; an orderly portfolio run-off with capital returned to shareholders over time; a non-affiliated merger with a public or private third-party vehicle; and the Merger with LIEN.

The REFI Special Committee and the REFI Board considered that REFI was not subject to any immediate financial or operational pressures that currently necessitated the Merger and currently had the ability to continue executing its business strategy on a standalone basis. REFI had generated consistent returns since its initial public offering, and had historically maintained a stable and covered dividend. They also considered, however, that the cannabis-focused commercial mortgage REIT model presents structural constraints that may limit REFI’s ability over time to enhance shareholder value. Such constraints include REFI’s relatively small scale, limitations on investment mandate flexibility imposed by REFI’s REIT election and real estate mortgage collateral requirements, concentration risk arising from

REFI’s exclusive cannabis focus, changes in the demand for real estate-collateralized financings in the cannabis industry, changing dynamics in the cannabis sector and limited availability of attractive opportunities within the traditional cannabis mortgage REIT model, and a constrained ability to access institutional debt capital and to broaden REFI’s investor base, given the regulatory and policy considerations applicable to cannabis-related investments. They also considered the view of REFI management that, under a status quo scenario, REFI could face pressure on its dividend over time.

The REFI Special Committee and the REFI Board considered that a portfolio run-off would require several years to complete, would result in ongoing operating expenses against a declining asset base and, based on preliminary illustrative analyses reviewed with Oppenheimer, could result in a decline of NAV due to ongoing operating expenses against a declining asset base, and could produce a lower implied per share value than the Merger. They also considered that a full liquidation was expected to be highly dilutive to shareholders. In addition, they considered that a non-affiliated merger would face a narrow universe of potential acquirors willing and able to underwrite a cannabis-focused loan portfolio, would be subject to significant execution risk and could, under certain circumstances, result in the incurrence of a substantial termination fee under the REFI Management Agreement, which could reduce value available to shareholders in any such transaction. They also considered that a change in strategy, including diversification away from cannabis lending, could result in a change from the management platform’s core competency, lower portfolio yields and limited near-term value creation, and that an equity raise through a public market follow-on offering at then-current trading levels below book value would be substantially dilutive to existing shareholders.

By contrast, the REFI Special Committee and the REFI Board considered that the Merger with LIEN could be executed on a NAV-for-NAV basis, that under the transaction structure the REFI Management Agreement would terminate at the BDC Election Time without termination notice or termination payment, that the common management platform could reduce certain integration risks, and that the transaction offered access to a broader investment mandate and capital structure with more limited disruption to REFI’s business than the other alternatives reviewed.

The REFI Special Committee and the REFI Board considered that the Merger would result in a combined company with greater scale than REFI on a standalone basis, including a pro forma market capitalization approximately double that of REFI on a standalone basis. They considered that increased scale in the BDC sector may be associated with greater operating efficiency, improved access to debt capital markets and a broader investor base, and that the combined company would have access to a broader investment mandate as a BDC than is available to REFI under its REIT election.

The REFI Special Committee and the REFI Board considered that, as a BDC, the combined company would not be limited to real estate-collateralized loans and could invest across cannabis and non-cannabis sectors, including in loans that REFI cannot make under its REIT structure. They considered information from management indicating that, based on management’s current expectations, the combined entity was expected over time to deploy a portion of its portfolio in non-cannabis lending opportunities. They considered that this expanded mandate could reduce the combined company’s concentration in the cannabis asset class and provide diversification across borrowers, sectors and collateral types, while preserving the management platform’s core lending expertise.

The REFI Special Committee and the REFI Board also considered that REFI and LIEN share substantially similar investment strategies, portfolio compositions and management teams, and that there is meaningful overlap in their existing portfolios. They considered that the affiliated nature of the parties, the common management platform and the overlap in existing investments would be expected to facilitate portfolio integration and reduce certain integration risks relative to a non-affiliated combination.

The REFI Special Committee and the REFI Board considered the view that the combined company, as a larger BDC, could over time have improved access to long-term, lower-cost and more flexible debt capital than REFI on a standalone basis. They considered that larger, more liquid BDC platforms have historically been able to access institutional debt markets on more favorable terms, including lower coupons and lower underwriting costs. They also considered that, as a BDC, the combined company could have access to greater leverage capacity than REFI has historically accessed under its current REIT structure. In addition, they considered that the size and scale of the combined company may improve the likelihood of obtaining investment-grade credit ratings from major credit rating agencies, which could further expand financing alternatives and contribute to lower borrowing costs over time.

The REFI Special Committee and the REFI Board considered that the combined company’s pro forma trading liquidity could increase, providing existing REFI Shareholders with greater flexibility to manage their investments and broadening the universe of potential investors.

They also considered that REFI’s existing cannabis-only mandate has limited institutional investor participation in REFI Common Stock, and a combined company with a broader mandate could attract additional institutional investor interest over time, although there can be no assurance that any such interest will materialize.

The REFI Special Committee and the REFI Board considered the manner in which the Exchange Ratio is calculated under the Merger Agreement. Under the Merger Agreement, the Exchange Ratio is equal to Closing REFI NAV divided by Closing LIEN NAV, each calculated as of a date no earlier than 48 hours prior to the Merger Effective Time and based on the valuation principles, assumptions, methodologies and adjustments set forth on Exhibit A to the Merger Agreement. The REFI Special Committee and the REFI Board considered that the NAV-for-NAV exchange mechanism is intended, subject to the valuation principles, assumptions, methodologies and adjustments set forth in Exhibit A to the Merger Agreement, to provide REFI Shareholders with shares of LIEN having an aggregate NAV equivalent to the aggregate adjusted net book value of their REFI Common Stock immediately prior to the Merger. The REFI Special Committee and the REFI Board considered the potential impact of Project Koach on the calculation of Closing REFI NAV, including the accounting treatment of the Project Koach transaction, the timing of the closing of the Project Koach transaction relative to the Determination Date, the expected effect of Project Koach on REFI’s adjusted net book value and the manner in which Project Koach assets would be valued for purposes of the Exchange Ratio. The REFI Special Committee and the REFI Board considered information from REFI management indicating that Project Koach was expected to be neutral or slightly accretive to REFI’s net book value.

The REFI Special Committee and the REFI Board considered that REFI Manager had agreed to pay $2 million of REFI’s transaction expenses in connection with the Merger, which would otherwise have reduced Closing REFI NAV. By absorbing $2 million of REFI’s transaction expenses that would otherwise be borne by REFI, REFI Manager’s payment preserves the Closing REFI NAV for purposes of the Exchange Ratio and accordingly benefits REFI Shareholders by preserving the number of shares of LIEN Common Stock to be received in exchange for each share of REFI Common Stock.

The REFI Special Committee and the REFI Board considered that, based on management projections and Oppenheimer analyses reviewed by the REFI Special Committee, the Merger had the potential to be accretive to NII over time relative to REFI on a standalone basis, reflecting, among other things, anticipated reductions in the cost of debt, the elimination of duplicative operating expenses, increased scale and the broader investment mandate of the combined company. They also considered that REFI’s reported NAV reflects loans carried at amortized cost net of a current expected credit loss reserve, while LIEN’s net book value reflects fair value marks under ASC 820 and ASC 946, and that Exhibit A to the Merger Agreement provides for adjustments designed to place both parties on a comparable basis for purposes of the Exchange Ratio.

The REFI Special Committee and the REFI Board considered that the initial dividend rate following the Merger would be lower than REFI’s then-current dividend rate, but that the combined company’s dividend would be expected to be supported by NII and could have the potential to increase over time if the combined company achieved anticipated scale benefits, deployed additional leverage and expanded its investment mandate. They also considered that REFI Shareholders would, upon consummation of the Merger, hold an equity interest in a more diversified vehicle with greater scale and a broader investment mandate, and that shareholders seeking liquidity would be able to sell shares of the combined company in the public market following Closing, subject to market conditions and trading liquidity.

The REFI Special Committee and the REFI Board considered that, following the BDC Election, the Merger would be subject to Rule 17a-8 under the 1940 Act and that the Merger Agreement requires the REFI Board, on recommendation of the REFI Special Committee, to make the Post-BDC Election Approvals before the Merger. In connection with their consideration of the Merger, the REFI Special Committee and the REFI Board considered that the Exchange Ratio is calculated on a NAV-for-NAV basis, using Closing REFI NAV and Closing LIEN NAV determined no earlier than 48 hours before the Merger Effective Time and based on the valuation principles, assumptions, methodologies and adjustments set forth in Exhibit A to the Merger Agreement.

The REFI Special Committee and the REFI Board also considered REFI Manager’s $2 million payment of REFI transaction expenses, the allocation of transaction expenses, the pro forma capitalization and ownership structure of the combined company, the valuation procedures applicable to REFI and LIEN, and other factors, including discussions with its advisors. Based on these factors, the REFI Special Committee and the REFI Board determined, in anticipation of the BDC Election and the Post-BDC Election Approvals required under the Merger Agreement, that REFI Shareholders would not suffer dilution for purposes of Rule 17a-8 under the 1940 Act.

The REFI Special Committee and the REFI Board considered that the Merger could result in the elimination of duplicative operating expenses, including professional services, listing fees, audit fees, insurance costs and other public-company-related expenses. They considered information from management and Oppenheimer regarding anticipated cost savings, and they considered that, although REFI and LIEN would each bear meaningful one-time transaction expenses in connection with the Merger, the recurring expense profile of the combined company was expected to be lower than the sum of the expense profiles of REFI and LIEN on a standalone basis.

The REFI Special Committee and the REFI Board considered, as a meaningful factor in their deliberations, that the combined company would be subject to a BDC fee structure, which, as illustrated by Oppenheimer’s historical fee comparison reviewed with the REFI Special Committee, has been historically higher in the aggregate than REFI’s REIT fee structure. The REFI Special Committee and the REFI Board considered Oppenheimer’s analysis comparing REFI’s historical management fees to the fees that would have applied under LIEN’s fee structure over the prior three-year period and discussed the variance and its potential impact on REFI Shareholders. They considered, however, that the difference in fee structure reflects, in part, the different underlying business models and asset bases of REITs and BDCs, including the fact that the leverage framework applicable to BDCs under the 1940 Act differs from the leverage framework applicable to mortgage REITs, and that Oppenheimer’s analysis also considered certain components of REFI’s existing compensation arrangements, including stock-based compensation and origination fees payable to REFI Manager.

The REFI Special Committee and the REFI Board considered that REFI Manager had agreed to pay $2 million of REFI’s transaction expenses in connection with the Merger, which would otherwise have reduced Closing REFI NAV. By absorbing $2 million of REFI’s transaction expenses that would otherwise be borne by REFI, REFI Manager’s payment preserves the Closing REFI NAV for purposes of the Exchange Ratio and accordingly benefits REFI Shareholders by preserving the number of shares of LIEN Common Stock to be received in exchange for each share of REFI Common Stock. The REFI Special Committee and the REFI Board also considered information from Oppenheimer regarding measures used in precedent affiliated transactions involving BDCs and similar vehicles to support shareholder value, which informed the REFI Special Committee’s evaluation of the appropriateness of REFI Manager’s $2 million contribution.

The REFI Special Committee and the REFI Board also considered that the REFI Management Agreement contains a substantial termination provision that could entitle REFI Manager to a payment under certain non-affiliate termination scenarios, and that, under the structure of the Merger, the REFI Management Agreement will terminate at the BDC Election Time without termination notice or termination payment. They considered that this structure avoids a termination payment in connection with the Merger that could have been payable under certain other strategic alternatives.

The REFI Special Committee and the REFI Board considered factors relating to the likelihood that the Merger would be completed in accordance with the terms of the Merger Agreement, including the absence of any financing condition, the nature of the regulatory approvals required to complete the Merger, the status of discussions with REFI’s and LIEN’s lenders, including preliminary indications of support received as of the date of the Merger Agreement, the support agreements entered into by certain holders of LIEN Common Stock representing approximately 12.9% of the outstanding LIEN Common Stock and certain holders of REFI Common Stock representing approximately 4.8% of the outstanding REFI Common Stock, with shares subject to such agreements excluded from the applicable majority-of-the-minority-shares-voted shareholders vote, and the affiliated nature of REFI and LIEN, which could reduce certain diligence and integration risks while also presenting conflicts considered by the REFI Special Committee.

The closing conditions under the Merger Agreement include the required shareholder approvals, the majority-of-the-minority-shares-voted voting standards applicable to both REFI and LIEN shareholders, the receipt of necessary regulatory approvals, the listing of the shares of LIEN Common Stock to be issued in the Merger on NASDAQ, the receipt of customary tax opinions and the receipt of the Post-BDC Election Approvals from the REFI Board following the BDC Election.

The REFI Special Committee and the REFI Board considered the deal protection and termination provisions of the Merger Agreement, including the fact that the Merger Agreement does not provide for the payment of a contractual termination fee by REFI under any circumstance, although the Merger Agreement preserves remedies for willful or intentional breach as described under “Description of the Merger Agreement—Termination of the Merger Agreement.” The REFI Special Committee and the REFI Board considered that the Merger Agreement preserves REFI’s ability to consider unsolicited bona fide takeover proposals, to engage with potential acquirors in compliance with REFI’s fiduciary obligations and to terminate the Merger Agreement and accept a REFI Superior Proposal (as defined below), in each case subject to the no-solicitation restrictions, notice requirements and matching rights in the Merger Agreement.

The REFI Special Committee and the REFI Board considered the inclusion of a majority-of-the-minority-shares-voted voting standard, which requires, in addition to the applicable statutory approval, approval by a majority of the shares of REFI Common Stock voted at the REFI Special Meeting, excluding shares held by specified affiliated persons and shareholders party to the Support Agreements. The REFI Special Committee and the REFI Board viewed the inclusion of a majority-of-the-minority-shares-voted voting standard as a shareholder protection. See “Summary of the Merger — Vote Required — LIEN” and “Summary of the Merger — Vote Required — REFI.”

The REFI Special Committee and the REFI Board also considered that the Merger Agreement requires the surviving company to obtain a seven-year directors’ and officers’ tail insurance policy and to maintain customary indemnification obligations for the benefit of REFI’s current and former directors and officers, subject to applicable limitations under the 1940 Act.

The REFI Special Committee and the REFI Board considered that the Merger is intended to qualify as a reorganization within the meaning of Section 368(a) of the Code, and that REFI Shareholders would generally not be expected to recognize gain or loss for U.S. federal income tax purposes as a result of the Merger, except with respect to cash received in lieu of fractional shares, subject to the assumptions, limitations and qualifications described under “Material U.S. Federal Income Tax Consequences.” They considered that, prior to the BDC Election Time, REFI would be required to declare and pay one or more Tax Dividends in an amount sufficient to eliminate REFI’s accumulated earnings and profits, if any, for U.S. federal income tax purposes and to reduce REFI’s REIT taxable income and net capital gain to zero for its final taxable year, and that REFI is required under the Merger Agreement to engage an independent accounting firm to compute the required Tax Dividend amount, if any.

The REFI Special Committee and the REFI Board considered the process by which the Merger was reviewed, negotiated and approved, including the establishment of the REFI Special Committee composed solely of independent directors at the outset of the process; the retention by the REFI Special Committee of independent legal and financial advisors with relevant expertise; the process protocols established by the REFI Special Committee; the negotiations conducted by the REFI Special Committee and its advisors over a multi-month period; the REFI Special Committee’s exercise of independent judgment regarding the pace and scope of its review, including deferring deliberations to ensure adequate time for thorough evaluation of the proposed transaction; the REFI Special Committee’s ability to control the timing of its process and continue deliberations until it determined it had sufficient information to make its recommendation; and the REFI Special Committee’s negotiation of a number of shareholder-protective terms in the Merger Agreement, including REFI Manager’s $2 million transaction expense payment, the majority-of-the-minority-shares-voted voting standard, the absence of any termination fee payable by REFI under the Merger Agreement, the structure under which the REFI Management Agreement would terminate at the BDC Election Time without termination notice or termination payment, the seven-year directors’ and officers’ tail insurance coverage and the provisions providing for LIEN’s good faith consideration of a post-Closing share repurchase program of up to $25 million.

The REFI Special Committee and the REFI Board considered the financial analyses presented by Oppenheimer and its written opinion, dated June 17, 2026, to the effect that, as of that date and subject to the various assumptions, limitations and qualifications set forth therein, the Exchange Ratio, as specified in Oppenheimer’s opinion, was fair, from a financial point of view, to REFI Shareholders, other than REFI Manager, LIEN, LIEN Adviser and any of their respective Affiliates. For purposes of Oppenheimer’s opinion, the Exchange Ratio of 1.0851x, which was derived from adjusted March 31, 2026 net book and net asset values and was subject to Oppenheimer’s assumption that the final Closing REFI NAV and Closing LIEN NAV would not differ materially from the adjusted March 31, 2026 NAVs. See “The Merger — Opinion of the REFI Special Committee’s Financial Advisor.” The REFI Special Committee and the REFI Board considered that Oppenheimer’s opinion did not take into account the impact of the Koach Transaction, that information regarding the Koach Transaction would be made available to shareholders through a separate filing under the Exchange Act and disclosed in REFI’s quarterly report, and that, in the event of a material change in REFI’s business prior to the REFI Special Meeting, including a material change in the performance of the Project Koach assets, the REFI Special Committee retained the ability to request a second opinion from Oppenheimer.

The REFI Special Committee and the REFI Board recognized that many of the potential benefits described above, including potential increases in scale, liquidity, access to capital, cost savings, NII accretion, dividend growth and investor base diversification, are uncertain and may not be realized.

In the course of their deliberations, the REFI Special Committee and the REFI Board also considered a variety of risks and other potentially adverse factors, including the following, which are not listed in any relative order of importance:

After considering the foregoing factors, both favorable and unfavorable, as well as the recommendation of the REFI Special Committee, the financial analyses and opinion of Oppenheimer, the advice of Nixon Peabody and such other factors as they deemed relevant, the REFI Special Committee and the REFI Board concluded that the potential benefits of the Merger to REFI and its shareholders outweighed the potential adverse factors and risks. Accordingly, on June 17, 2026, the REFI Special Committee unanimously recommended that the REFI Board approve the Merger Agreement, the BDC Election, the Merger and the other transactions. Acting on that recommendation, the REFI Board unanimously approved and declared advisable the Merger Agreement, the BDC Election, the Merger and the other transactions, determined that the Merger is advisable and fair to and in the best interests of REFI and its shareholders and that REFI shareholders would not suffer dilution for purposes of Rule 17a-8 under the 1940 Act, and resolved to recommend that REFI Shareholders approve the applicable BDC Election, New BDC Advisory Agreement and merger proposals at the REFI Special Meeting.

The REFI Board recommends that REFI Shareholders vote “FOR” each of the proposals to be considered at the REFI Special Meeting.

The foregoing discussion is intended to summarize the material factors considered and is not intended to be exhaustive. In view of the wide variety of factors considered and the complexity of the matters involved, neither the REFI Special Committee nor the REFI Board attempted to quantify, rank or otherwise assign specific weights to the factors considered, and individual directors may have given different weight to different factors. The REFI Special Committee and the REFI Board considered the factors as a whole and, on balance, concluded that the Merger was advisable and fair to and in the best interests of REFI and its shareholders.

The LIEN Board, including, after separate meetings and discussion, all of the independent directors, and upon a recommendation of the LIEN Special Committee, has unanimously approved (i) the Merger Agreement, including the Merger and other transactions and (ii) the Merger Stock Issuance Proposal. The LIEN Board of Directors, including all of the independent directors, unanimously recommends that LIEN Shareholders vote “FOR” the LIEN Proposals.

The REFI Board of Directors, including, after separate meetings and discussion, all of the independent directors, and upon a recommendation of the REFI Special Committee, has unanimously approved (i) the BDC Election Proposal, (ii) the New BDC Advisory Agreement Proposal and (iii) the Merger Proposal. The REFI Board of Directors, including all of the independent directors, unanimously recommends that REFI Shareholders vote “FOR” each of the REFI Proposals.

The LIEN Special Committee engaged KBW to render financial advisory and investment banking services to the LIEN Special Committee, including the rendering of an opinion to the LIEN Special Committee as to the fairness, from a financial point of view, to LIEN of the Exchange Ratio in the Merger. KBW is a nationally recognized investment banking firm with substantial experience in transactions similar to the Merger. As part of its investment banking business, KBW is regularly engaged in the valuation of BDC and other specialty finance company securities in connection with mergers and acquisitions. The LIEN Special Committee selected KBW to act as the LIEN Special Committee’s financial advisor in connection with the Merger based on KBW’s experience acting as financial advisor to a special committee of the LIEN Board in connection with the October 2024 purchase by LIEN (then known as Silver Spike Investment Corp.) of certain assets from Chicago Atlantic Loan Portfolio, LLC, as well as KBW’s experience advising on transactions similar to the Merger, its reputation as a nationally recognized investment banking firm, and its familiarity with LIEN and its business.

As part of its engagement, representatives of KBW attended the meeting of the LIEN Special Committee held on June 16, 2026, at which the LIEN Special Committee evaluated the Merger. At this meeting, KBW reviewed the financial aspects of the Merger and rendered an opinion to the LIEN Special Committee to the effect that, as of such date and subject to the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by KBW as set forth in such opinion, the Exchange Ratio (which was assumed in KBW’s opinion to be 1.0849x) in the Merger was fair, from a financial point of view, to LIEN.

The description of the opinion set forth herein is qualified in its entirety by reference to the full text of the opinion, which is attached as Annex B to this joint proxy statement/prospectus and is incorporated herein by reference, and describes the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by KBW in preparing the opinion.

KBW’s opinion speaks only as of the date of the opinion. The opinion was for the information of, and was directed to, the LIEN Special Committee (in its capacity as such) in connection with its consideration of the financial terms of the Merger. The opinion addressed only the fairness, from a financial point of view, of the Exchange Ratio in the Merger to LIEN. It did not address the underlying business decision of LIEN to engage in the Merger or enter into the Merger Agreement or constitute a recommendation to the LIEN Special Committee or the LIEN Board in connection with the Merger, and it does not constitute a recommendation to any holder of LIEN Common Stock or any shareholder of any other entity as to how to vote or act in connection with the Merger or any other matter, nor does it constitute a recommendation as to whether or not any such shareholder should enter into a voting, shareholders’, affiliates’ or other agreement with respect to the Merger or exercise any dissenters’ or appraisal rights that may be available to such shareholder.

KBW’s opinion was reviewed and approved by KBW’s Fairness Opinion Committee in conformity with its policies and procedures established under the requirements of Rule 5150 of the Financial Industry Regulatory Authority.

At the direction of LIEN and with the consent of the LIEN Special Committee, KBW relied upon and assumed for purposes of its analyses and opinion, without independent verification, that the Closing REFI NAV would be $14.30 and the Closing LIEN NAV would be equal to $13.18 and that, as a result thereof, the Exchange Ratio in the Merger of shares of LIEN Common Stock for each share of REFI Common Stock would be 1.0849x.

In connection with the opinion, KBW reviewed, analyzed and relied upon material bearing upon the financial and operating condition of LIEN and REFI and bearing upon the Merger, including, among other things: