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RELATED PARTY TRANSACTIONS
 12 Months Ended
Dec. 31, 2024
RELATED PARTY TRANSACTIONS [Abstract]  
RELATED PARTY TRANSACTIONS
NOTE 5 — 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 years ended December 31, 2024 and December 31, 2023, and for the period from April 1, 2022 through December 31, 2022, the Company incurred $1,504,239, $1,013,764 and $336,432, respectively, of management fees. As of December 31, 2024 and December 31, 2023, $758,362 and $257,121, respectively, remained payable on the Statements of Assets and Liabilities. For the years ended December 31, 2024 and December 31, 2023, and for the period from April 1, 2022 through December 31, 2022, the Company incurred $2,327,448, $1,511,253 and $0, respectively, of income based incentive fees. As of December 31, 2024 and December 31, 2023, $1,998,945 and $1,511,253, respectively, remained payable on the Statements of Assets and Liabilities. For the years ended December 31, 2024 and December 31, 2023, and for the period from April 1, 2022 through December 31, 2022, the Company incurred $34,304, $87,583 and $0, respectively, of capital gains incentive fees. As of December 31, 2024 and December 31, 2023, $121,887 and $87,583, respectively, remained payable on the Statements of Assets and Liabilities.

Expense Limitation Agreement


On October 1, 2024, in connection with the New Investment Advisory Agreement, the Company and the Adviser entered into an expense limitation agreement (the “Expense Limitation Agreement”) pursuant to which the Adviser has 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 ending 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.

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, we may reimburse the Adviser for an allocable portion of the compensation paid by the Adviser to our CCO and 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 years ended December 31, 2024 and December 31, 2023 and for the period from April 1, 2022 through December 31, 2022.


   
For the years ended December 31,
    
For the period from
April 1, 2022
through
December 31,
2022*
  
   
2024
    
2023
        
Affiliate Payments
                  
Income-based incentive fees
  
$
2,327,448
    
$
1,511,253
    
$
-
  
Management fee
    
1,504,239
      
1,013,764
      
336,432
  
Capital gains incentive fees
    
34,304
      
87,583
      
-
  
Total management and incentive fees earned
  
$
3,865,991
    
$
2,612,600
    
$
336,432
  
General and administrative expenses reimbursable to the Adviser
    
700,000
      
-
      
-
  
Total
  
$
4,565,991
    
$
2,612,600
    
$
336,432
  

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

 
General administrative expenses reimbursable to the Adviser are included in due to affiliates on the accompanying Statements of Assets and Liabilities as of December 31, 2024 and December 31, 2023. Total amounts payable to the Adviser and its affiliates as of December 31, 2024 are $905,129, of which $820,797 and $84,332, represent general and administrative expenses reimbursable to the Adviser and amounts due to Chicago Atlantic Admin, LLC, respectively. There were no amounts payable as of December 31, 2023.


For the years ended December 31, 2024 and December 31, 2023, and for the period from April 1, 2022 through December 31, 2022, the Company reimbursed the Adviser $102,828, $6,192 and $12,145, respectively, for expenses paid on the Company’s behalf.

Affiliated Loan Administrative and Collateral Agent
Chicago Atlantic Admin, LLC (the “Loan Administrator”), serves as a loan administrator and collateral agent for certain loans within the Company’s investment portfolio. Among other customary responsibilities as described in each respective loan document, the Loan Administrator is 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 Administrator is a wholly-owned subsidiary of Chicago Atlantic Group, LP. 

Interest and principal payments from our portfolio companies which were received by the Loan Administrator prior to December 31, 2024, but which were not remitted to the Company until after December 31, 2024, are included in due from affiliates on the Statement of Assets and Liabilities. As of December 31, 2024, the due from affiliates balance of $2,361,019 consists of $1,559,758 and $801,261 in interest and principal payments receivable, respectively. The amounts due from affiliate as of December 31, 2024 were collected in January 2025.

There were no amounts due from affiliates as of December 31, 2023.
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 December 31, 2024 and December 31, 2023, $272,816,695 and $0, respectively, of the Company’s investments were co-investments with affiliates of the Company.

Other Related Party Transactions


For the years ended December 31, 2024 and December 31, 2023, and for the period from April 1, 2022 through December 31, 2022, the Company paid $0, $0 and $2,086, respectively, for expenses on the Adviser’s behalf.

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. In addition, CALP purchased approximately 16.6 million shares of the Company’s common stock in connection with the Loan Portfolio Acquisition with the intention of distributing such shares of the Company’s common stock to CALP’s members within six months of the Loan Portfolio Acquisition. The Adviser and CALP do 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 their 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 or CALP’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 or CALP 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, CALP, their 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 December 31, 2024, the Adviser and CALP collectively hold approximately 80% of the Company’s voting stock and have the ability to exercise substantial control 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 NAV per share, and the approval of any merger or other extraordinary corporate action.


The Adviser absorbed $1.23 million, representing the cost of the sales load (i.e., underwriting discounts and commissions) incurred by the Company in connection with the initial public offering of its common stock. The Company will not incur any additional expenses in connection with this transaction.


During the years ended December 31, 2024 and December 31, 2023, the Adviser and certain related parties received dividend distributions from the Company relating to their shares held. Refer to “Note 7 – Common Stock” for further details on the Company’s dividend reinvestment plan and the distributions declared. The Company did not make any distributions during the period from April 1, 2022 through December 31, 2022.