SecProbe.io

July 24, 2024
Brandon Hetzel
Chief Financial Officer and Treasurer
AFC Gamma, Inc.
525 Okeechobee Boulevard, Suite 1650
West Palm Beach, FL 33401
Re:AFC Gamma, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2023
File No. 001-39995
Dear Brandon Hetzel:
            We have reviewed your filing and have the following comment.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe
the comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for Fiscal Year Ended December 31, 2023
General
Please provide a detailed legal analysis addressing the following considerations under the
Investment Company Act of 1940 (the “Investment Company Act”). For each item, where
applicable, please provide your analysis (i) as of the most recent fiscal quarter end; and
(ii) based on the company's expectations (a) immediately following the contribution of
assets, liabilities, and business related to the spin-off of SUNS, and (b) following the
completion of the spin-off on a going-forward basis.

•Please provide a detailed legal analysis regarding whether the company (and its
subsidiaries) meets the definition of an “investment company” under Section
3(a)(1)(A) of the Investment Company Act. Please address, in detail, each of the
factors outlined in  Tonapah Mining Company of Nevada , 26 SEC 426 (1947) and
provide legal and factual support for your analysis of each factor.

Please provide a detailed legal analysis regarding whether the company and each of
its subsidiaries meets the definition of an “investment company” under Section •1.

July 24, 2024
Page 2
3(a)(1)(C) of the Investment Company Act. Please include all relevant calculations
under Section 3(a)(1)(C) as of the most recent fiscal quarter end, identifying each
constituent part of the numerator(s) and denominator(s). Please also describe and
discuss any other substantive determinations and/or characterizations of assets that
are material to your calculations.

•Notwithstanding the generality of the foregoing comments, to the extent the company
and its subsidiaries intend to rely on the exclusion from the definition of “investment
company” provided by Section 3(c)(5)(C) of the Investment Company Act, please
identify and provide a detailed legal analysis of Commission statements or other
applicable precedent to support your determination that the company is not engaged
in the business of issuing redeemable securities, face-amount certificates of the
installment type or periodic payment plan certificates and that the company is
primarily engaged in purchasing or otherwise acquiring mortgages and other liens on
and interests in real estate for purposes of Section 3(c)(5)(C) of the Investment
Company Act. In particular, as part of your analysis and consistent with the
framework discussed in Companies Engaged in the Business of Acquiring Mortgages
and Mortgage-Related Instruments, Investment Company Act Release No. 29778
(August 31, 2011), please explain how the company (and its subsidiaries) intend to
treat each category of assets that it holds, or proposes to hold, as “qualifying
interests,” “real estate-type interests,” or “miscellaneous investments.” Please provide
comprehensive, detailed support on a category-by-category basis, including citations
to any relevant Commission statements, or other applicable precedent.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Frank Knapp  at 202-551-3805  or Jennifer Monick  at 202-551-3295  if you
have questions regarding comments on the financial statements and related matters. Please
contact Catherine De Lorenzo at 202-551-3772 or Isabel Rivera at 202-551-3518 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction