# Chicago Atlantic BDC, Inc. (LIEN) — merger [pending]
Source: SEC API (secapi.ai) · situation sit_b676bc655a89c00d35fc · retrieved 2026-08-16T21:02:45.808Z

## Overview
Chicago Atlantic BDC, Inc. is a specialty finance company regulated as a business development company that invests primarily in direct loans to privately held middle-market companies, with a primary focus on cannabis companies.

Chicago Atlantic Real Estate Finance, Inc. (REFI), a commercial mortgage REIT, will merge with and into Chicago Atlantic BDC, Inc. (LIEN), a specialty finance BDC, in an all-stock transaction on an adjusted net asset value (NAV)-for-NAV basis. Prior to closing, REFI will elect to be regulated as a business development company under the Investment Company Act of 1940. REFI stockholders will receive shares of LIEN common stock based on an Exchange Ratio calculated from the respective NAVs of each company shortly before closing. Based on March 31, 2026 NAVs, former REFI stockholders are expected to own approximately 50.5% of the combined company immediately following the merger. The combined entity will operate as a BDC under the ticker "LIEN" on Nasdaq. Completion is subject to stockholder approval of both companies, regulatory approvals, and third-party consents, with closing expected in the fourth quarter of 2026.

## Terms
- Counterparty: Chicago Atlantic Real Estate Finance, Inc. · Consideration: stock · Stake: 50.5%

## Key dates
- Announced 2026-08-13 · Expected close 2026-12-31

## Timeline
- 2026-08-13 · 8-K (0001213900-26-088673): 8-K - Chicago Atlantic BDC, Inc. — *Chicago Atlantic BDC, Inc. is a specialty finance company regulated as a business development company that invests primarily in direct loans to privately held middle-market companies, with a primary focus on cannabis companies.* Chicago Atlantic Real Estate Finance, Inc. (REFI), a commercial mortgage REIT, will merge with and into Chicago Atlantic BDC, Inc. (LIEN), a specialty finance BDC, in an all-stock transaction on an adjusted net asset value (NAV)-for-NAV basis. Prior to closing, REFI will elect to be regulated as a business development company under the Investment Company Act of 1940. REFI stockholders will receive shares of LIEN common stock based on an Exchange Ratio calculated from the respective NAVs of each company shortly before closing. Based on March 31, 2026 NAVs, former REFI stockholders are expected to own approximately 50.5% of the combined company immediately following the merger. The combined entity will operate as a BDC under the ticker "LIEN" on Nasdaq. Completion is subject to stockholder approval of both companies, regulatory approvals, and third-party consents, with closing expected in the fourth quarter of 2026.
  https://www.sec.gov/Archives/edgar/data/1843162/0001213900-26-088673.txt

## Citations
- 0001213900-26-088673 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000121390026088673