Chicago Atlantic BDC announced a definitive Agreement and Plan of Merger with Chicago Atlantic Real Estate Finance in a stock-for-stock transaction, with the exchange ratio set by each company’s net asset value per share near closing. The combined company intends to operate as a regulated investment company, and the parties expect the merger to qualify as a tax-free reorganization. To support closing certainty, certain shareholders of both companies entered into Support Agreements committing their votes in favor of the deal. The merger remains subject to stockholder approvals, regulatory clearances, SEC effectiveness of the Form N-14, Nasdaq listing of new shares, and other customary conditions.

Agreement 1: Chicago Atlantic BDC to Merge With Chicago Atlantic Real Estate Finance in Stock-for-Stock Merger

• Agreement type: Agreement and Plan of Merger (stock-for-stock)
• Counterparty: Chicago Atlantic Real Estate Finance
• Signed / Effective: Jun 17 2026 / N/A
• Reason: Combine platforms and continue as RIC to enhance scale and liquidity

Agreement 2: Key Holders Sign Support Agreements Backing Chicago Atlantic BDC–REFI Merger

• Agreement type: Stockholder Support Agreements
• Counterparty: Certain stockholders of Chicago Atlantic BDC and REFI
• Signed / Effective: Jun 17 2026 / same
• Duration / Termination: Until merger closing
• Reason: Secure key stockholder support for approvals

Original SEC Filing: Chicago Atlantic BDC, Inc. [ LIEN ] - 8-K - Jun. 18, 2026