SEC Form SC 13G/A filed by Silver Spike Investment Corp. (Amendment)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Silver Spike Investment Corp.
(Name of Issuer)
Common Stock, $0.01 par value per share
(Title of Class of Securities)
828174102
(CUSIP Number)
December 31, 2022
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ☒ | Rule 13d-1(b) |
| ☐ | Rule 13d-1(c) |
| ☐ | Rule 13d-1(d) |
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 828174102 | 13G | Page 1 of 9 Pages |
| 1 | NAMES OF REPORTING PERSONS | |
| Silver Spike Capital, LLC | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | |
| (a)☐ | ||
| (b)☐ | ||
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | |
| Delaware | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | |
| 0 | |||
| 6 | SHARED VOTING POWER | ||
| 4,500,387 (1) | |||
| 7 | SOLE DISPOSITIVE POWER | ||
| 0 | |||
| 8 | SHARED DISPOSITIVE POWER | ||
| 4,500,387 (1) | |||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 4,500,387 | ||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | |
| ☐ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | |
| 72.4% (2) | ||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | |
| IA | ||
(1) Represents the shares held directly by Silver Spike Capital, LLC.
(2) Based on 6,214,672 shares of Common Stock outstanding as of November 10, 2022, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, filed with the Securities and Exchange Commission on November 10, 2022.
| CUSIP No. 828174102 | 13G | Page 2 of 9 Pages |
| 1 | NAMES OF REPORTING PERSONS | |
| Silver Spike Holdings, LP | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | |
| (a)☐ | ||
| (b)☐ | ||
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | |
| Delaware | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | |
| 0 | |||
| 6 | SHARED VOTING POWER | ||
| 4,500,387 (1) | |||
| 7 | SOLE DISPOSITIVE POWER | ||
| 0 | |||
| 8 | SHARED DISPOSITIVE POWER | ||
| 4,500,387 (1) | |||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 4,500,387 | ||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | |
| ☐ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | |
| 72.4% (2) | ||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | |
| HC; PN | ||
(1) Represents the shares held directly by Silver Spike Capital, LLC. Silver Spike Capital, LLC is wholly-owned by Silver Spike Holdings, LP.
(2) Based on 6,214,672 shares of Common Stock outstanding as of November 10, 2022, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, filed with the Securities and Exchange Commission on November 10, 2022.
| CUSIP No. 828174102 | 13G | Page 3 of 9 Pages |
| 1 | NAMES OF REPORTING PERSONS | |
| Silver Spike Holdings GP, LLC | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | |
| (a)☐ | ||
| (b)☐ | ||
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | |
| Delaware | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | |
| 0 | |||
| 6 | SHARED VOTING POWER | ||
| 4,500,387 (1) | |||
| 7 | SOLE DISPOSITIVE POWER | ||
| 0 | |||
| 8 | SHARED DISPOSITIVE POWER | ||
| 4,500,387 (1) | |||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 4,500,387 | ||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | |
| ☐ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | |
| 72.4% (2) | ||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | |
| HC | ||
(1) Represents the shares held directly by Silver Spike Capital, LLC. Silver Spike Capital, LLC is wholly-owned by Silver Spike Holdings, LP. Silver Spike Holdings GP, LLC is the general partner of Silver Spike Holdings, LP.
(2) Based on 6,214,672 shares of Common Stock outstanding as of November 10, 2022, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, filed with the Securities and Exchange Commission on November 10, 2022.
| CUSIP No. 828174102 | 13G | Page 4 of 9 Pages |
| 1 | NAMES OF REPORTING PERSONS | |
| Scott Gordon | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | |
| (a)☐ | ||
| (b)☐ | ||
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | |
| United States of America | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | |
| 19,310 | |||
| 6 | SHARED VOTING POWER | ||
| 4,500,387 (1) | |||
| 7 | SOLE DISPOSITIVE POWER | ||
| 19,310 | |||
| 8 | SHARED DISPOSITIVE POWER | ||
| 4,500,387 (1) | |||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 4,519,697 | ||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | |
| ☐ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | |
| 72.7% (2) | ||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | |
| HC; IN | ||
(1) Represents the shares held directly by Silver Spike Capital, LLC. Scott Gordon directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 13 of the Act to be the indirect beneficial owner of the shares owned by Silver Spike Capital, LLC.
(2) Based on 6,214,672 shares of Common Stock outstanding as of November 10, 2022, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, filed with the Securities and Exchange Commission on November 10, 2022.
| CUSIP No. 828174102 | 13G | Page 5 of 9 Pages |
| 1 | NAMES OF REPORTING PERSONS | |
| Gregory M. Gentile | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | |
| (a)☐ | ||
| (b)☐ | ||
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | |
| United States of America | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | |
| 7,882 | |||
| 6 | SHARED VOTING POWER | ||
| 4,500,387 (1) | |||
| 7 | SOLE DISPOSITIVE POWER | ||
| 7,882 | |||
| 8 | SHARED DISPOSITIVE POWER | ||
| 4,500,387 (1) | |||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 4,508,269 | ||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | |
| ☐ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | |
| 72.5% (2) | ||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | |
| HC; IN | ||
(1) Represents the shares held directly by Silver Spike Capital, LLC. Gregory Gentile directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 13 of the Act to be the indirect beneficial owner of the shares owned by Silver Spike Capital, LLC.
(2) Based on 6,214,672 shares of Common Stock outstanding as of November 10, 2022, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, filed with the Securities and Exchange Commission on November 10, 2022.
| CUSIP No. 828174102 | 13G | Page 6 of 9 Pages |
| Item 1(a). | Name of Issuer: |
| Silver Spike Investment Corp. | |
| Item 1(b). |
Address of Issuer’s Principal Executive Offices:
600 Madison Avenue, Suite 1800 New York, New York 10022 |
| Item 2(a). |
Names of Persons Filing:
This statement is filed jointly on behalf of each of the following persons (collectively, the “Reporting Persons”):
(1) Silver Spike Capital, LLC (2) Silver Spike Holdings, LP (3) Silver Spike Holdings GP, LLC (4) Scott Gordon (5) Gregory M. Gentile
Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the completeness or accuracy of information supplied by another Reporting Person.
Each of the Reporting Persons (other than Silver Spike Capital, LLC and Messrs. Gordon and Gentile to the extent that they directly hold shares) disclaims beneficial ownership of the shares reported herein except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 13 of the Act or for any other purpose.
The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is incorporated by reference into this Schedule 13G as Exhibit A, pursuant to which they have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act.
The filing of this statement should not be construed to be an admission that any member of the Reporting Persons are members of a “group” for the purposes of Section 13 of the Act.
|
| Item 2(b). | Address of Principal Business Office, or, if none, Residence: |
| The principal business address of each of the Reporting Persons is 600 Madison Avenue, Suite 1800, New York, New York 10022. | |
| Item 2(c). | Citizenship: |
| See responses in Row 4 on each cover page. | |
| Item 2(d). | Title of Class of Securities: |
| Common Stock, $0.01 par value per share | |
| Item 2(e). | CUSIP Number: |
828174102
| CUSIP No. 828174102 | 13G | Page 7 of 9 Pages |
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| Item 3. | If this statement is filed pursuant to 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a: |
See responses in Row 12 on each cover page.
| Item 4. | Ownership |
See responses in Rows 5 through 9 and 11 on each cover page.
| Item 5. | Ownership of Five Percent or Less of a Class. |
Not applicable.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person |
Not applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person |
See Exhibit B.
| Item 8. | Identification and Classification of Members of the Group |
Not applicable.
| Item 9. | Notice of Dissolution of Group |
Not applicable.
| Item 10. | Certification |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
| CUSIP No. 828174102 | 13G | Page 8 of 9 Pages |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 1, 2023
| Silver Spike Capital, LLC | |||
| By: | /s/ Gregory Gentile | ||
| Name: | Gregory Gentile | ||
| Title: | Manager | ||
| Silver Spike Holdings, LP | |||
| By: Silver Spike Holdings GP, LLC, its General Partner | |||
| By: | /s/ Gregory Gentile | ||
| Name: | Gregory Gentile | ||
| Title: | Manager | ||
| Silver Spike Holdings GP, LLC | |||
| By: | /s/ Gregory Gentile | ||
| Name: | Gregory Gentile | ||
| Title: | Manager | ||
|
Scott Gordon |
|||
| By: | /s/ Scott Gordon | ||
| Name: | Scott Gordon | ||
|
Gregory Gentile
|
|||
| By: | /s/ Gregory Gentile | ||
| Name: | Gregory Gentile | ||
| CUSIP No. 828174102 | 13G | Page 9 of 9 Pages |
EXHIBIT INDEX
| Exhibit A – | Joint Filing Agreement (incorporated by reference to Exhibit A to the Schedule 13G filed by the Reporting Persons with the Securities and Exchange Commission on March 4, 2022) |