UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
CHICAGO ATLANTIC REAL ESTATE FINANCE, INC.
(Exact name of registrant as specified in its charter)
| Maryland | 86-3125132 |
| (State of incorporation or organization) | (I.R.S. Employer Identification No.) |
|
420 North Wabash Avenue, Suite 500 Chicago. IL |
60611 |
| (Address of principal executive offices) | (Zip Code) |
| Securities to be registered pursuant to Section 12(b) of the Act: |
|
Title of each
class |
Name of each exchange
on which | |
| Common stock, $0.01 par value per share | The Nasdaq Stock Market LLC |
| If this Form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box. þ |
| If this Form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ¨ |
| If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box ¨ |
| Securities Act registration statement file number to which this form relates (if applicable): 333-260505 |
| Securities to be registered pursuant to Section 12(g) of the Act: None. |
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant’s Securities to be Registered.
The securities to be registered hereby are shares of common stock, $0.01 par value per share (the “Common Stock”), of Chicago Atlantic Real Estate Finance, Inc., a Maryland corporation (the “Registrant”).
A description of the Common Stock is set forth under the headings “Description of Capital Stock” in the prospectus constituting part of the Registrant’s Registration Statement on Form S-11, initially filed with the Securities and Exchange Commission on October 26, 2021 (File No. 333-260505), as subsequently amended (the “Registration Statement”), which information is hereby incorporated herein by reference. In addition, incorporated herein by reference is information related to the Common Stock set forth under the heading “Certain Provisions of Maryland Law and Our Charter and Bylaws” in the prospectus constituting part of the Registration Statement. The description of the Common Stock included in any form of prospectus relating to the Registration Statement subsequently filed by the Registrant pursuant to Section 424(b) of the Securities Act of 1933, as amended, shall also be deemed to be incorporated herein by reference.
Item 2. Exhibits.
Pursuant to the Instructions as to Exhibits with respect to Form 8-A, no exhibits are required to be filed because no other securities of the Registrant are registered on The Nasdaq Stock Market LLC and the securities registered hereby are not being registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.
| Date: December 3, 2021 | Chicago Atlantic Real Estate Finance, Inc. | |
| By: | /s/ Anthony Cappell | |
| Name: | Anthony Cappell | |
| Title: | Chief Executive Officer | |
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