v3.26.1
Related Party Transactions
6 Months Ended
Jun. 30, 2026
RELATED PARTY TRANSACTIONS [Abstract]  
Related Party Transactions

NOTE 6 — RELATED PARTY TRANSACTIONS

Investment Advisory Agreement

Pursuant to the investment advisory agreement between the Company and the Adviser (the “Investment Advisory Agreement”), fees payable to the Adviser are equal to (a) a base management fee of 1.75% of the average value of the Company’s gross assets at the end

of the two most recent quarters (i.e., total assets held before deduction of any liabilities), which includes investments acquired with the use of leverage and excludes cash and cash equivalents and (b) an incentive fee based on the Company’s performance.

The incentive fee consists of two parts. The first part is calculated and payable quarterly in arrears and equals 20% of the Company’s “Pre-Incentive Fee Net Investment Income” for the quarter, subject to a preferred return, or “hurdle,” of 1.75% per quarter (7% annualized), and a “catch-up” feature. The second part is determined and payable in arrears as of the end of each fiscal year (or upon termination of the Investment Advisory Agreement) and equals 20% of the Company’s realized capital gains on a cumulative basis from inception through the end of the fiscal year, if any, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid capital gain incentive fee (the “Incentive Fee on Capital Gains”). While the Investment Advisory Agreement neither includes nor contemplates the inclusion of unrealized gains in the calculation of the Incentive Fee on Capital Gains, as required by U.S. GAAP, we accrue the Incentive Fee on Capital Gains on unrealized capital appreciation exceeding unrealized depreciation. This accrual reflects the Incentive Fee on Capital Gains that would be payable to the Adviser if the Company’s entire investment portfolio was liquidated at its fair value as of the balance sheet date even though the Adviser is not entitled to an Incentive Fee on Capital Gains with respect to unrealized capital appreciation unless and until such gains are actually realized.

The management fee is payable quarterly in arrears. For the three months ended June 30, 2026 and 2025, the Company incurred management fee expenses of $1,555,022 and $1,345,331, respectively. As of June 30, 2026 and December 31, 2025, $1,555,022 and $1,446,470, respectively, remained payable.

For the three months ended June 30, 2026 and 2025, the Company incurred income-based incentive fee expenses of $1,920,903 and $1,968,637, respectively. As of June 30, 2026 and December 31, 2025, $1,920,905 and $2,073,319, respectively, remained payable.

For the three months ended June 30, 2026 and 2025, the Company incurred capital gains incentive fee expenses of $0 and $183,932, respectively. As of June 30, 2026 and December 31, 2025, $0 and $163,473, respectively, remained payable.

Transactions with Affiliates

As defined in the Investment Company Act, an investment is deemed to be a “controlled affiliated person” of the Company because the Company owns, either directly or indirectly, 25% or more of the portfolio company’s outstanding voting securities or has the power to exercise control over management or policies of such portfolio company. As defined in the Investment Company Act an investment is deemed to be an “affiliated person” of the Company because the Company owns, either directly or indirectly, 5% or more of the portfolio company’s outstanding voting securities.

The table below presents the Company’s affiliated investments:

 

Beginning
Fair Value
Balance

 

 

Gross
Additions
(1)

 

 

Gross
Reductions
(2)

 

 

Net Realized
Gain/Loss

 

 

Net Change in
Unrealized
Appreciation
(Depreciation)

 

 

Ending
Fair Value
Balance

 

 

Interest, PIK and
Other Income

 

For the Six months ended June 30, 2026

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-controlled affiliates

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CO Acquisition Vehicle LLC

 

$

-

 

 

$

17,022,084

 

 

$

(17,022,084

)

 

$

-

 

 

$

-

 

 

$

-

 

 

$

1,803,156

 

Total non-controlled affiliates

 

$

-

 

 

$

17,022,084

 

 

$

(17,022,084

)

 

$

-

 

 

$

-

 

 

$

-

 

 

$

1,803,156

 

 

(1) Gross additions may include increases in the cost basis of investments resulting from new portfolio investments, PIK, the accretion of discounts, the exchange of one or more existing securities for one or more new securities and the movement of an existing portfolio company into this category from a different category.

(2) Gross reductions may include decreases in the cost basis of investments resulting from principal collections related to investment repayments or sales, the exchange of one or more existing securities for one or more new securities and the movement of an existing portfolio company out of this category into a different category.

On February 26, 2026 the borrower, CO Acquisition Vehicle LLC (“COAV”), was acquired by an affiliate of the Company as part of an asset acquisition of cannabis assets. An officer and board member of the acquirer’s parent company is also a beneficial owner of the Adviser, but does not currently participate in the investment decisions related to COAV. The Company does not control COAV, and the terms of the Company's investment were not modified in connection with the acquisition.

 

Expense Limitation Agreement

On October 1, 2024, the Company and the Adviser entered into an expense limitation agreement (the “Expense Limitation Agreement”) pursuant to which the Adviser agreed to cap the Company’s operating expenses (excluding base management fees, incentive fees, expenses related to the Loan Portfolio Acquisition, and litigation and indemnification expenses) at an annualized rate of 2.15% of the Company’s net assets through the period ended September 30, 2025.

On February 14, 2025, the Board approved a clarification, as proposed by the Company and the Adviser, of the Expense Limitation Agreement, that any interest expense, fees, and other costs associated with raising debt and/or equity capital for the Company are not subject to, and do not count towards, the expense cap of 2.15% per annum under the Expense Limitation Agreement.

The Expense Limitation Agreement expired in accordance with its terms on September 30, 2025 and was not renewed.

For the three months ended June 30, 2026 and 2025, $0 and $791,783, respectively, and for the six months ended June 30, 2026 and 2025, $0 and $1,107,783, respectively, of the Company’s operating expenses were waived by the Adviser pursuant to the Expense Limitation Agreement.

Administration Agreement

Pursuant to the administration agreement between the Company and the Adviser (the “Administration Agreement”), the Company is to reimburse the Adviser for the costs and expenses incurred by the Adviser in performing its obligations, including but not limited to maintaining and keeping all books and records and providing personnel and facilities. This includes costs and expenses incurred by the Adviser in connection with the delegation of its obligations to SS&C, the sub-administrator. The Company is generally not responsible for the compensation of the Adviser’s employees or any overhead expenses. However, the Company may reimburse the Adviser for an allocable portion of the compensation paid by the Adviser to its Chief Compliance Officer ("CCO") and Chief Financial Officer ("CFO") and their respective staffs (based on a percentage of time such individuals devote, on an estimated basis, to our business affairs).

License Agreement

The Company has also entered into a license agreement with the Adviser pursuant to which the Adviser has agreed to grant the Company a nonexclusive, royalty-free license to use the name “Chicago Atlantic.” Under this agreement, the Company will have a right to use the “Chicago Atlantic” name, for so long as the Adviser or one of its affiliates remains the Company’s investment adviser. Other than with respect to this limited license, the Company will have no legal right to the “Chicago Atlantic” name.

Related Party Fees & Expenses

The following table summarizes the related parties fees and expenses incurred by the Company for the three and six months ended June 30, 2026 and 2025.

 

 

 

For the Three Months Ended

 

 

For the Six Months Ended

 

 

June 30, 2026

 

 

June 30, 2025

 

 

June 30, 2026

 

 

June 30, 2025

 

Affiliate Payments

 

 

 

 

 

 

 

 

 

 

 

 

Income-based incentive fees

 

$

1,920,903

 

 

$

1,968,637

 

 

$

4,378,192

 

 

$

3,884,914

 

Management fee

 

 

1,555,022

 

 

 

1,345,331

 

 

 

3,084,381

 

 

 

2,606,206

 

Capital gains incentive fees

 

 

-

 

 

 

183,932

 

 

 

(163,473

)

 

 

177,119

 

Total management and incentive fees earned

 

 

3,475,925

 

 

 

3,497,900

 

 

 

7,299,100

 

 

 

6,668,239

 

General and administrative expenses

 

 

1,142,752

 

 

 

1,366,783

 

 

 

2,355,536

 

 

 

2,341,260

 

Expense limitation agreement

 

 

-

 

 

 

(791,783

)

 

 

-

 

 

 

(1,107,783

)

General and administrative expenses waiver

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(658,477

)

General and administrative expenses reimbursable to the Adviser

 

 

1,142,752

 

 

 

575,000

 

 

 

2,355,536

 

 

 

575,000

 

Total affiliate payments

 

$

4,618,677

 

 

$

4,072,900

 

 

$

9,654,636

 

 

$

7,243,239

 

 

General administrative expenses reimbursable to the Adviser are included in due to affiliates on the accompanying Statements of Assets and Liabilities as of June 30, 2026 and December 31, 2025. Due to affiliates as of June 30, 2026 was $1,441,236, of which $1,319,786 and $121,450, represented general and administrative expenses reimbursable to the Adviser and amounts due to Chicago Atlantic Admin, LLC, respectively. Total amounts payable to the Adviser and its affiliates as of December 31, 2025 were $1,311,604, of which $1,210,993 and $100,611, represented general and administrative expenses reimbursable to the Adviser and amounts due to Chicago Atlantic Admin, LLC, respectively.

The Adviser voluntarily and irrevocably waived approximately $0 and $0 of general and administrative expenses that would have otherwise been reimbursed and payable by the Company for the three months ended June 30, 2026 and 2025, respectively, and $0 and $658,477 for the six months ended June 30, 2026 and 2025, respectively. The expenses waived for the six months ended June 30, 2025 are not subject to recoupment by the Adviser or future reimbursement by the Company.

Affiliated Loan Administrative and Collateral Agents

Chicago Atlantic Admin, LLC and Chicago Atlantic Financial Services, LLC (the “Loan Administrators”), serve as loan administrators and collateral agents for certain loans within the Company’s investment portfolio. Among other customary responsibilities as described

in each respective loan document, the Loan Administrators are responsible for: (a) the collection of interest, loan fees, and principal payments from portfolio companies, and (b) the subsequent disbursement of the allocable portion of such collections to the lender(s), including the Company. The Loan Administrators are wholly-owned subsidiaries of Chicago Atlantic Group, LP.

 

The Loan Administrators allocated fees to the Company, recorded as fee income, amounting to $556,429 and $133,125 for the three months ended June 30, 2026 and 2025, respectively, and $990,672 and $214,182 for the six months ended June 30, 2026 and 2025, respectively.

 

The Loan Administrators allocated PIK to the Company, recorded as PIK income, amounting to $13,836 and $9,349 for the three months ended June 30, 2026 and 2025, respectively, and $34,711 and $16,904 for the six months ended June 30, 2026 and 2025, respectively.

Interest and principal payments from our portfolio companies which were received by the Loan Administrators prior to June 30, 2026, but which were not remitted to the Company until after June 30, 2026, are included in due from affiliates on the Statements of Assets and Liabilities. As of June 30, 2026, the due from affiliates balance of $2,008,432 consists of $1,202,191 and $806,241 in interest and principal payments receivable, respectively. The amounts due from affiliates as of June 30, 2026 were collected in July 2026.

Interest and principal payments from our portfolio companies which were received by the Loan Administrators prior to December 31, 2025, but which were not remitted to the Company until after December 31, 2025, are included in due from affiliates on the Statements of Assets and Liabilities. As of December 31, 2025, the due from affiliates balance of $1,804,032 consists of $1,249,998 and $554,034 in interest and principal payments receivable, respectively. The amounts due from affiliates as of December 31, 2025 were collected in January 2026.

Co-Investments

From time to time, the Company may co-invest with other investment vehicles managed by its affiliates, in accordance with the Company’s co-investment exemptive order and the Adviser’s co-investment allocation policies. The Company is not obligated to provide, nor has it provided, any financial support to the other managed investment vehicles. As such, the Company’s risk is limited to the carrying value of its investment in any such co-investment. As of June 30, 2026 and December 31, 2025, $293,890,442 and $280,731,131, respectively, of the Company’s investments were co-investments with affiliates of the Company.

Other Related Party Transactions

The Adviser was the seed investor of the Company and provided initial funding to the Company by purchasing approximately 4.5 million shares of the Company’s common stock in the Company’s initial public offering. The Adviser provided this “seed capital” to the Company for the purpose of facilitating the launch and initial operation of the Company, as opposed to for long term investment purposes. Since the Company’s initial public offering, the Adviser has transferred a substantial portion of these shares to its members and other recipients and as of June 30, 2026, held approximately 2.9 million shares of the Company’s common stock. The Adviser does not expect to hold the Company’s common stock indefinitely, and may sell the Company’s common stock, or distribute the Company’s common stock to its members (who may, in turn, sell the Company’s common stock subject to certain holding period requirements), at a future point in time. In order for the Adviser’s sales of the shares of the Company not to be deemed to have been made “on the basis of” material nonpublic information, such sales may be made pursuant to a pre-approved trading plan that complies with Rule 10b5-1 under the Exchange Act and that may obligate the Adviser to make recurring sales of the Company’s common stock on a periodic basis. Sales of substantial amounts of the Company’s common stock, including by the Adviser, its members or other large stockholders, or the availability of such common stock for sale, could adversely affect the prevailing market prices for the Company’s common stock. If this occurs and continues for a sustained period of time, it could impair the Company’s ability to raise additional capital through the sale of securities, should the Company desire to do so.

As of June 30, 2026, the Adviser and its affiliates held approximately 14% of the Company’s voting stock and have the ability to exert influence over all corporate actions requiring stockholder approval, including the election and removal of directors, certain amendments of the Company’s charter, the Company’s ability to issue its common stock at a price below net asset value per share, and the approval of any merger or other extraordinary corporate action.

During the six months ended June 30, 2026 and 2025, the Adviser and certain related parties received dividend distributions from the Company relating to their shares held. Refer to “Note 8 – Common Stock” for further details on the Company’s distributions declared.

Proposed Affiliated Merger

 

On June 17, 2026, the Company entered into the Merger Agreement with REFI and, for the limited purposes set forth therein, the Adviser and REFI Manager. REFI and the Company are affiliated because they are advised by affiliated entities within the Chicago Atlantic platform, and following the Merger the Adviser will serve as investment adviser to the combined company. Because the Merger is a

transaction between affiliated entities, it is subject to Rule 17a-8 under the 1940 Act and was negotiated and approved by special committees of the boards of directors of each company comprised solely of independent directors. The Board determined that the Company’s existing stockholders will not suffer dilution as a result of the Merger. Refer to Note 14 "Proposed Merger with Chicago Atlantic Real Estate Finance, Inc." for further details on the Merger.

Pursuant to the merger agreement, transaction costs incurred in connection with the Merger generally will be shared equally between the Company and REFI, except for specified SEC and printing and mailing costs. For the three and six months ended June 30, 2026, the Company's allocable share of transaction costs relating to the Merger was approximately $1.3 million. These amounts represent direct acquisition costs of the transaction and have been deferred within prepaid expenses and other assets on the Statements of Assets and Liabilities as of June 30, 2026, and are expected to be capitalized as a component of the total cost of the acquisition upon closing of the Merger. As of June 30, 2026, approximately $0.8 million remained unpaid and are included in other payables on the accompanying Statements of Assets and Liabilities.