SecProbe.io

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 Advanced Flower Capital Inc.
 477 S. Rosemary Ave., Suite 301
 West Palm Beach, FL 33401

 April 22, 2025

 Via EDGAR Transmission

 U.S. Securities and Exchange Commission
 Division of Corporation Finance
 Office of Real Estate & Construction
 100 F Street, N.E.
 Washington, D.C. 20549

 Re:

 Advanced Flower Capital Inc. Registration Statement on Form S-3 (Registration No. 333-286604)

 Ladies and Gentlemen:

 In accordance with Rule 461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, we hereby request the
 acceleration of the effective date of the above-referenced Registration Statement so that it will become effective on April 25, 2025, at 4:00 p.m., Eastern Time, or as soon thereafter as practicable, or at such later time as Advanced Flower Capital
 Inc. (the “Company”) or its counsel may request via telephone call to the staff.

 Please contact Jeeho Lee of O’Melveny & Myers LLP, counsel to the Company, at 212-326-2266, to provide notice of effectiveness, or if you have any
 other questions or concerns regarding this matter.

 Sincerely,

 Advanced Flower Capital Inc.

 By:

 /s/   Daniel Neville

 Daniel Neville

 Chief Executive Officer

 cc:          Jeeho M. Lee, Esq.

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 22, 2025

Daniel Neville
Chief Executive Office
Advanced Flower Capital Inc.
477 S. Rosemary Ave.
Suite 301
West Palm Beach, FL 33401

 Re: Advanced Flower Capital Inc.
 Registration Statement on Form S-3
 Filed April 17, 2025
 File No. 333-286604
Dear Daniel Neville:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
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 Stacie Gorman at 202-551-3585 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Real
Estate & Construction
cc: Jeeho M. Lee, Esq.
</TEXT>
</DOCUMENT>

September 30, 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 completed our review of your filing. 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.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction

CORRESP
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filename1.htm

        O’Melveny & Myers LLP

        1301 Avenue of the Americas

        New York, NY 10019

        T: +1 212 326-2000

        F: +1 212 326-2061

        omm.com

    File Number: 0008334-11

VIA EDGAR

September 5, 2024

Frank Knapp

Jennifer Monick

Catherine De Lorenzo

Isabel Rivera

Division of Corporation Finance
Office of Real Estate & Construction
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549

AFC Gamma, Inc.
Response to the Staff’s Comments on Form 10-K for the Fiscal Year Ended December 31, 2023

File No. 001-39995

Dear Mr. Knapp, Ms. Monick, Ms. De Lorenzo and Ms. Rivera:

On behalf of our client, AFC Gamma, Inc., a Maryland corporation (the “Company”), we are hereby submitting to the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission” or the “SEC”) this letter setting forth the Company’s responses to the comments contained in the Staff’s letter dated August 20, 2024 regarding the Company’s Form 10-K for the Fiscal Year Ended December 31, 2023 filed via EDGAR to the Commission.

The Staff’s comments are repeated below in bold and are followed by the Company’s responses. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Form 10-K.

Austin  ●  Century City ●  Dallas  ●  Houston  ●  Los Angeles  ●  Newport Beach  ●  New York  ●  San Francisco  ●  Silicon Valley  ●  Washington, DC

Beijing  ●  Brussels  ●  Hong Kong  ●  London  ●  Seoul  ●  Shanghai  ●  Singapore  ●  Tokyo

Form 10-K for Fiscal Year Ended December 31, 2023

Item 1A. Risk Factors

Risks Related to Our Organization and Structure

Maintenance of our exemption from registration under the Investment Company Act may impose

significant limits on our operations . . ., page 66

    1.
    In future Exchange Act reports, please revise this risk factor disclosure to provide further details on the limitations on the company’s operations that result from the maintenance of its exclusion from the definition of “investment company” provided by Section 3(c)(5)(C) of the Investment Company Act. Please include a summary of the company’s analysis for classifying assets for purposes of assessing whether the company is primarily engaged in purchasing or otherwise acquiring mortgages and other liens on and interests in real estate. Please also include a summary of the consequences if the company meets the definition of “investment company” under the Investment Company Act.

Response: The Company respectfully acknowledges the Staff’s comment and in future Exchange Act reports will revise the risk factor disclosure accordingly, as previewed below (with the new disclosure denoted by underline):

We intend to conduct our operations
so that we will be exempt from the provisions of the Investment Company Act pursuant to an exemption contained in 3(c)(5) thereunder.
We intend to conduct our operations so that any wholly owned or majority owned subsidiary does not come within the definition of an
investment company or will be exempt from the provisions of the Investment Company Act pursuant to an exemption contained in 3(c)(1),
3(c)(5) or 3(c)(7) thereunder. The Investment Company Act provides certain protection to investors and imposes certain restrictions
on registered investment companies (including, for example, limitations on the ability of registered investment companies to incur leverage),
none of which will be applicable to us.

The exemption contained in 3(c)(5)(C) is available for entities “primarily engaged in the business of purchasing or otherwise acquiring mortgages and other liens on and interests in real estate.” On the basis of no-action letters and interpretive guidance provided by the SEC and its staff, this exemption generally requires that at least 55% of an entity’s assets must be comprised of qualifying assets and at least 80% of such entity’s assets must be comprised of qualifying assets and real estate-related assets (and no more than 20% of such entity’s assets may be comprised of non-qualifying or non-real estate-related assets). “Qualifying assets” for this purpose include, for example, certain mortgage loans, certain B-Notes and certain mezzanine loans that satisfy various conditions as interpreted by the SEC staff in various no-action letters and other SEC interpretive guidance. Investments that do not satisfy the “qualifying asset” conditions set forth in the relevant SEC staff no-action letters and other guidance, may be classified as real estate-related or non-real estate-related assets, depending upon applicable SEC guidance, if any. Pursuant to this guidance, and depending on the characteristics of the specific investments, certain mortgage loans, participations in mortgage loans, mortgage-backed securities, and mezzanine loans may not constitute qualifying assets and therefore our investments in these types of assets may be limited.

We classify our assets for purposes of our 3(c)(5)(C) exemption based upon no-action positions taken by the SEC staff and interpretive guidance provided by the SEC and its staff. These no-action positions are based on specific factual situations that may be substantially or entirely different from the factual situations we may face and a number of these no-action positions were issued more than twenty years ago. There may be no guidance from the SEC or its staff that applies directly to our factual situations and as a result we may have to apply SEC staff guidance that relates to other factual situations by analogy. No assurance can be given that the SEC or its staff will concur with our classification of our assets. In addition, the SEC or its staff may, in the future, issue further guidance that may require us to re-classify our assets for purposes of the Investment Company Act and/or adjust our strategy accordingly. If we are required to reclassify our assets, we may no longer be in compliance with the exemption from the definition of an investment company provided by Section 3(c)(5)(C) of the Investment Company Act. Any additional guidance from the SEC or its staff could further inhibit our ability to pursue our chosen strategies.

    2

As a consequence of seeking to maintain an exemption from registration under the Investment Company Act on an ongoing basis, we and/or our subsidiaries may be restricted from making certain investments or may structure investments in a manner that would be less advantageous to us than would be the case in the absence of such restrictions. For example, these restrictions may limit our ability to invest directly in mortgage-backed securities that represent less than the entire ownership in a pool of mortgage loans, debt tranches of securitizations and certain asset-backed securities, or in assets not related to real estate. Further, a change in the value of any of our assets could negatively affect our ability to maintain our exemption from regulation under the Investment Company Act. To maintain compliance with our exemption from the Investment Company Act, we may be unable to sell assets we would otherwise want to sell and may need to sell assets we would otherwise wish to retain which could result in higher costs or lower proceeds to us than we would have paid or received if we were not seeking to comply with such requirements. In addition, we may have to acquire additional assets that we might not otherwise have acquired or may have to forego opportunities to acquire assets that we would otherwise want to acquire and would be important to our investment strategy. Thus, maintaining our exemption from registration under the Investment Company Act may hinder our ability to operate solely on the basis of maximizing profits.

There can be no assurance that we will be able to successfully maintain an exemption from registration under the Investment Company Act on an ongoing basis. A failure by us to maintain this exemption would require us to significantly restructure our investment strategy in a manner that would be less advantageous to us than would be the case in the absence of such restructuring. For example, if we were required to register as an investment company under the Investment Company Act, we would become subject to substantial regulation with respect to our capital structure (including our ability to use borrowings), management, operations, transactions with affiliated persons (as defined in the Investment Company Act) and portfolio composition, including disclosure requirements and restrictions with respect to diversification and industry concentration and other matters. Compliance with the Investment Company Act would, accordingly, limit our ability to make certain investments and require us to significantly restructure our business plan, which could materially and adversely affect our ability to pay distributions to our stockholders. If we were required to register as an investment company but failed to do so, we would be prohibited from engaging in our business, and criminal and civil actions could be brought against us, our contracts would be unenforceable unless a court required enforcement, third parties could seek to obtain rescission of transactions undertaken during the period it was established that we were an unregistered investment company, we would be subject to limitations on corporate leverage that would have an adverse impact on our investment returns, and a court could appoint a receiver to take control of us and liquidate our business. Any of these results would have a material adverse effect on us.

General

    2.
    We note that your response to our prior comment appears to be a general statement of principles rather than a tailored discussion of the company’s investment guidelines or holdings. Please 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 your response, please first identify with specificity each category of assets that the company holds, or proposes to hold. Then, please explain how the company (and its subsidiaries) intend to treat each such category as “qualifying interests,” “real estate-type interests,” or “miscellaneous investments,” as described in our comment. Please provide comprehensive, detailed support on a category-by-category basis, including citations to any relevant Commission statements or other applicable precedent. Without limiting the generality of the foregoing, please ensure the categories addressed in your response include: (i) first and second lien loans, typically secured by mortgages and other security interests, to cannabis operators in states that have legalized medical and/or adult use cannabis and (ii) securities backed by mortgages to cannabis operators in states that have legalized medical and/or adult cannabis.

    3

Response:

Section 3(c)(5)(C) of the Investment Company Act provides an exclusion from the definition of “investment company” for certain companies which are (i) not engaged in the business of issuing redeemable securities, face-amount certificates of the installment type or periodic payment plan certificates and (ii) primarily engaged in the business of purchasing or otherwise acquiring mortgages and other liens on and interests in real estate.

Not engaged in the business of issuing redeemable securities, face-amount certificates of the installment type or periodic payment plan certificates

The term “redeemable security” is defined in Section 2(a)(32) of the Investment Company Act to mean any security (other than short-term paper) that gives its holder the right to receive, upon tender to the issuer or the issuer’s agent, the holder’s approximate share of the issuer’s current net assets or the cash equivalent thereof.

The term “face-amount certificate” is defined in Section 2(a)(15) of the Investment Company Act to mean any certificate, investment contract, or other security which represents an obligation on the part of its issuer to pay a stated or determinable sum or sums at a fixed or determinable date or dates more than twenty-four months after the date of issuance, in consideration of the payment of periodic installments of a stated or determinable amount (which security shall be known as a face-amount certificate of the “installment type”); or any security which represents a similar obligation on the part of a face-amount certificate company, the consideration for which is the payment of a single lump sum (which security shall be known as a “fully paid” face-amount certificate).

The term “periodic payment plan certificate” is defined in Section 2(a)(27) of the Investment Company Act to mean (A) any certificate, investment contract, or other security providing for a series of periodic payments by the holder, and representing an undivided interest in certain specified securities or in a unit or fund of securities purchased wholly or partly with the proceeds of such payments, and (B) any security the issuer of which is also issuing securities of the character described in clause (A) of this paragraph and the holder of which has substantially the same rights and privileges as those which holders of securities of the character described in said clause (A) have upon completing the periodic payments for which such securities provide.

The Company (i) is not engaged, and does not propose to engage, in the business of issuing “redeemable securities,” “face-amount certificates” of the “installment type” or “periodic payment plan certificates,” as each such term is defined above, and (ii) has not been engaged in such business nor does it have any such securities or certificates outstanding.

Primarily engaged in the business of purchasing or otherwise acquiring mortgages and other liens on and interests in real estate

The Company is primarily engaged in the business of purchasing or otherwise acquiring mortgages and other liens on and interests in real estate. The Staff has provided guidance through the no-action letter process and the 2011 SEC Concept Release “Companies Engaged in the Business of Acquiring Mortgages and Mortgage-Related Instruments”, on the meaning of engaged primarily in the business of “purchasing or otherwise acquiring mortgages and other liens on and interests in real estate” for purposes of Section 3(c)(5)(C).1 The Staff has stated that it would regard an issuer as being primarily engaged in this business, within the meaning of Section 3(c)(5)(C), if (a) at least 55% of the value of the issuer’s total assets consists of real estate interests (“Qualifying Interests”), (b) at least an additional 25% of the value of the issuer’s total assets consists of real estate-type interests (“Real Estate-Related Assets”), reduced by any amount the issuer holds in excess of the 55% minimum limit for Qualifying Interests, and (c) no more than 20% of the value of the issuer’s total assets consists of assets other than Qualifying Interests and Real Estate-Related Assets (“Miscellaneous Assets”).2

    1
    SEC Concept Release, Companies Engaged in the Business of Acquiring Mortgages and Mortgage-Related Instruments, Release No. IC-29778; File No. S7-34-11 (August 31, 2011).

    2
    See, e.g., Citytrust, SEC No-Action Letter (pub. avail. Dec. 19, 1990); Prudential-Bache Securities, Inc. SEC No-Action Letter (pub. avail. Aug. 19, 1985); and Salomon Brothers, Inc., SEC No-Action Letter (pub. avail. June 17, 1985).

    4

The Company’s primary focus is
on originating or acquiring first lien loans secured by real estate, equipment, value associated with licenses and/or other assets

August 20, 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
Response dated August 6, 2024
File No. 001-39995
Dear Brandon Hetzel:
            We have reviewed your August 6, 2024 response to our comment letter and have the
following comments.
            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 a
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. Unless we
note otherwise, any references to prior comments are to comments in our July 24, 2024 letter.
Form 10-K for Fiscal Year Ended December 31, 2023
Item 1A. Risk Factors
Risks Related to Our Organization and Structure
Maintenance of our exemption from registration under the Investment Company Act may impose
significant limits on our operations . . . , page 66
In future Exchange Act reports, please revise this risk factor disclosure to provide further
details on the limitations on the company’s operations that result from the maintenance of
its exclusion from the definition of “investment company” provided by Section 3(c)(5)(C)
of the Investment Company Act. Please include a summary of the company’s analysis for
classifying assets for purposes of assessing whether the company is primarily engaged in
purchasing or otherwise acquiring mortgages and other liens on and interests in real
estate. Please also include a summary of the consequences if the company meets the
definition of “investment company” under the Investment Company Act.
 1.

August 20, 2024
Page 2

General
2.We note that your response to our prior comment appears to be a general statement of
principles rather than a tailored discussion of the company's investment guidelines or
holdings. Please 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 your response,
please first identify with specificity each category of assets that the company holds, or
proposes to hold. Then, please explain how the company (and its subsidiaries) intend to
treat each such category as “qualifying interests,” “real estate-type interests,” or
“miscellaneous investments,” as described in our comment. Please provide
comprehensive, detailed support on a category-by-category basis, including citations to
any relevant Commission statements or other applicable precedent. Without limiting the
generality of the foregoing, please ensure the categories addressed in your response
include: (i) first and second lien loans, typically secured by mortgages and other security
interests, to cannabis operators in states that have legalized medical and/or adult use
cannabis and (ii) securities backed by mortgages to cannabis operators in states that have
legalized medical and/or adult cannabis.
3.Please provide, as of the most recent fiscal quarter end, the value of each category of
assets and the percentage of total assets represented by each such category. Please provide
such figures after pro forma adjustments intended to illustrate the estimated effects of the
separation of SUNS from the historical combined company and describe any such
adjustments in your response.
4.Please provide a more detailed analysis with respect to the treatment of loans secured by
real estate with an appraised value between 55% and 100% of the fair market value of the
loan amount on the date of acquisition and clarify your statement that they would be “real
estate-type interests,” rather than “miscellaneous investments.”
            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 Scott Jameson at 202-551-3511 or Marc Mehrespand at 202-551-8453 if you have
questions regarding comments relating to the Investment Company Act. 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

CORRESP
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        O’Melveny & Myers LLP

        T: +1 212 326-2000

    File Number: 0008334-11

    1301 Avenue of the Americas
    F: +1 212 326-2061

    New York, NY 10019
    omm.com

VIA EDGAR

August 6, 2024

Frank Knapp

Jennifer Monick

Catherine De Lorenzo

Isabel Rivera

Division of Corporation Finance
Office of Real Estate & Construction
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549

AFC Gamma, Inc.
Response to the Staff’s Comments on Form 10-K for the Fiscal Year Ended December 31, 2023

File No. 001-39995

Dear Mr. Knapp, Ms. Monick, Ms. De Lorenzo and Ms. Rivera:

On behalf of our client, AFC Gamma, Inc., a Maryland corporation (the “Company”), we are hereby submitting to the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission” or the “SEC”) this letter setting forth the Company’s responses to the comments contained in the Staff’s letter dated July 24, 2024 regarding the Company’s Form 10-K for the Fiscal Year Ended December 31, 2023 filed via EDGAR to the Commission.

The Staff’s comments are repeated below in bold and are followed by the Company’s responses. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Form 10-K.

Austin   ●   Century City   ●   Dallas   ●   Houston   ●   Los Angeles   ●   Newport Beach   ●   New York   ●   San Francisco   ●   Silicon Valley   ●   Washington, DC

Beijing   ●   Brussels   ●   Hong Kong   ●   London   ●   Seoul   ●   Shanghai   ●   Singapore   ●   Tokyo

Form 10-K for Fiscal Year Ended December 31, 2023

General

    1.
    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.

Response: Under Section 3(a)(1)(A) of the Investment Company Act, the term “investment company” includes any issuer which “is or holds itself out as being engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting, or trading in securities.” The determination of an issuer’s primary business engagement requires a fact-specific inquiry. Over the years, the SEC and the courts have developed a number of criteria to be used in determining whether a company is engaged primarily in a non-investment business. The criteria applicable to nearly every situation are: (i) the company’s historical development; (ii) its public representations of policy; (iii) the activities of its officers and directors; (iv) the sources of its present income; and (v) the nature of its present assets (the “Tonopah Factors”).1

The Company respectfully submits that
while it may be an “investment company” under Section 3(a)(1)(A) of the Investment Company Act, it (i) has
conducted, as of the Company’s most recent fiscal quarter end, (ii) intends to conduct, 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 and, (iii) intends to conduct, on a going-forward basis, its operations so
that the Company will be exempt from the provisions of the Investment Company Act. The Company intends to conduct its operations so
it (and its subsidiaries) will be exempt from the provisions of the Investment Company Act pursuant to the exclusion contained in
Section 3(c)(5)(C) thereunder which generally excludes from the definition of “investment company” any entity that
is primarily engaged in “purchasing or otherwise acquiring mortgages and other liens on and interests in real estate.”
This was intended to exclude issuers that were primarily engaged in the mortgage banking and real estate businesses and that did not
resemble, or were not considered to be, issuers that were in the investment company business (together, “Real Estate
Finance Business”).2 As such, the Company does not intend to rely on the Tonopah Factors to determine that it
is not an “investment company.”

The SEC has acknowledged that the Real Estate Finance Business has substantially evolved since the enactment of the Investment Company Act, including with the creation and use of new debt financing techniques and mortgage-related products, and an issuer that is engaged in the Real Estate Finance Business might hold assets, acquired in the course of engaging in the operation of its business, that are not the assets specified in Section 3(c)(5)(C) of the Investment Company Act. To address such substantial evolution, the SEC has applied a holistic approach to analyzing whether a real estate company structure, as a complete enterprise, is engaged in a Real Estate Finance Business, and has, in limited circumstances, avoided an analysis that looks solely at an issuer’s assets as dispositive of its primary business.3

    1
    Tonopah Mining Co. of Nev., 26 S.E.C. 426, 427 (1947).

    2
    See Great Ajax Funding LLC, SEC Staff No-Action Letter (February 12, 2018) (citing H.R. Rep. No.
    2639, 76th Cong., 3d Sess. 12 (1940); H.R. Rep. No. 1382, 91st Cong., 2d Sess. 17 (1970). See also SEC, Report on the Public Policy
    Implications of Investment Company Growth, H.R. Rep. No. 2337, 89th Cong. 2d Sess. 328 (1966); Exclusion from the Definition of
    Investment Company for Certain Structured Financings, Investment Company Act Release No. 18736 (May 29, 1992) at text following
    n.5).

    3
    See Great Ajax Funding LLC, SEC Staff No-Action Letter (February 12, 2018).

    2

To date, there is minimal guidance available as to when a more holistic analysis should be applied, and, as such, the Company intends to run its operations so that it will qualify for the Section 3(c)(5)(C) exclusion as opposed to relying on the Tonopah Factors.

The exclusion in Section 3(c)(5)(C) may be available to an issuer if: (1) at least 55% of its assets consist of “mortgages and other liens on and interests in real estate” (“Qualifying Interests”) and the remaining 45% of its assets consist primarily of real estate-type interests (“Real Estate-Type Interests”); (2) at least 80% of its total assets consist of Qualifying Interests and Real Estate-Type Interests; and (3) no more than 20% of its total assets consist of assets that have no relationship to real estate (“Miscellaneous Assets”).4 As discussed below, the Company meets the above thresholds and intends to continue to meet the above thresholds to rely on Section 3(c)(5)(C) immediately following AFC Gamma’s contribution of assets, liabilities and business related to the Spin-Off of SUNS, following the completion of the Spin-Off of SUNS, and on a going-forward basis, unless it is determined that another exemption would apply.

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

Response: A person will generally be deemed to be an “investment company” for purposes of the Investment Company Act if, absent an available exception or exemption, it (i) is or holds itself out as being engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting or trading in securities; or (ii) owns or proposes to acquire investment securities having a value exceeding 40% of the value of its total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis.

As indicated above, to date, there is minimal guidance available as to when a more holistic analysis should be applied with respect to (i) above, and, as such, the Company intends to run its operations so that it will qualify for the Section 3(c)(5)(C) exclusion as opposed to relying on the Tonopah Factors.

With respect to (ii) above, the term “investment security” is broadly defined in Section 3(a)(2) of the Investment Company Act as “all securities except (A) Government securities, (B) securities issued by employees’ securities companies, and (C) securities issued by majority-owned subsidiaries of the owner which (i) are not investment companies, and (ii) are not relying on the exception from the definition of investment company in [Section 3(c)(1) or 3(c)(7) of the Investment Company Act].”

The Company respectfully submits that its assets may be “investment securities” and at the most recent quarter end it may be an “investment company” under Section 3(a)(1)(A) of the Investment Company Act. As such, it intends to conduct its operations so that the Company will be exempt from the provisions of the Investment Company Act. Presently, the Company intends to conduct its operations pursuant to the exclusion contained in Section 3(c)(5)(C) under the Investment Company Act, which, as noted above, generally excludes from the definition of “investment company” any entity that is primarily engaged in “purchasing or otherwise acquiring mortgages and other liens on and interests in real estate.” This was intended to exclude issuers that were primarily engaged in the Real Estate Finance Business.5 As such, the Company generally does not make a determination on an asset-by-asset basis which of its assets are “investment securities.”

    4
    See Great Ajax Funding LLC, SEC Staff No-Action Letter (February 12, 2018); See also, e.g., Salomon
    Brothers, Inc., SEC Staff No-Action Letter (June 17, 1985); Citytrust, SEC Staff No-Action Letter (Dec. 19, 1990); Greenwich Capital
    Acceptance Inc., SEC Staff No-Action Letter (Aug. 8, 1991).

    5
    See Great Ajax Funding LLC, SEC Staff No-Action Letter (February 12, 2018) (citing H.R. Rep. No.
    2639, 76th Cong., 3d Sess. 12 (1940); H.R. Rep. No. 1382, 91st Cong., 2d Sess. 17 (1970). See also SEC, Report on the Public Policy
    Implications of Investment Company Growth, H.R. Rep. No. 2337, 89th Cong. 2d Sess. 328 (1966); Exclusion from the Definition of
    Investment Company for Certain Structured Financings, Investment Company Act Release No. 18736 (May 29, 1992) at text following
    n.5).

    3

    ●
    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.

Response: The Company (i) is not engaged, or proposing to engage, in the business of issuing “redeemable securities,” “face-amount certificates” of the “installment type” or “periodic payment plan certificates,” as each such term is defined in the Investment Company Act, and (ii) has not been engaged in such business nor does it have any such securities or certificates outstanding.

As noted above, the SEC has taken the position that the exclusion in Section 3(c)(5)(C) may be available to an issuer if: (1) at least 55% of its assets consist of Qualifying Interests and the remaining 45% of its assets consist primarily of Real Estate-Type Interests; (2) at least 80% of its total assets consist of Qualifying Interests and Real Estate-Type Interests; and (3) no more than 20% of its total assets consist of Miscellaneous Assets.6

Qualifying Interests

Absent additional guidance from the SEC, as more specifically indicated below, the Company expects to treat the following assets as Qualifying Interests: (i) real estate assets; (ii) mortgage loans fully secured by real estate; (iii) participations in mortgage loans fully secured by real estate with the attributes described in the Capital Trust, Inc., SEC Staff No-Action Letter dated February 3, 2009; and (iv) “Tier I” mezzanine loans meeting the criteria set forth in the Capital Trust, Inc., SEC Staff No-Action Letter dated May 24, 2007.

Whole Loans

The Company intends to treat its (or its subsidiary’s) investments in whole mortgage loans that are fully secured by real property as a Qualifying Interest when those investments are consistent with the Staff’s guidance.7 The Staff has indicated that it would regard as Qualifying Interests for purposes of Section 3(c)(5)(C) a fee interest in real estate, a whole mortgage loan that is fully secured by real property, and whole pool agency certificates.

    6
    See Great Ajax Funding LLC, SEC Staff No-Action Letter (February 12, 2018); See also, e.g., Salomon
    Brothers, Inc., SEC Staff No-Action Letter (June 17, 1985); Citytrust, SEC Staff No-Action Letter (Dec. 19, 1990); Greenwich Capital
    Acceptance Inc., SEC Staff No-Action Letter (Aug. 8, 1991).

    7
    See also Merrill, Lynch, Pierce, Fenner & Smith, SEC No-Action Letter (pub. avail. Nov. 4, 1981).

    4

B-Notes

The Company intends to treat its investment in B-notes, if any, as Qualifying Interests when those investments are consistent with the Staff’s guidance in the Capital Trust, Inc. 2009 no-action letter.8 Specifically, the Company intends to treat such investments as Qualifying Interests when it (or its subsidiary) bears the risk of first loss on the underlying commercial mortgage loan and has the following control rights relating to its investment under the terms of the governing participation agreement:

    1.
    right to appoint operating advisor: the operating advisor is that entity that represents the Company (or one of its subsidiaries), as B-note holders, in the servicing of the related mortgage loan and under the terms of the related participation agreement has the right to:

    a.
    terminate and replace the operating advisor/servicer;

    b.
    approve certain requests of the borrower on such commercial mortgage loan on a pre-default basis;

    c.
    approve and direct the operating adviser/servicer once the loan is in default, including any proposed foreclosure or workout of such loan; and

    d.
    receive written notice of all reasonably requ

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

United States securities and exchange commission logo
August 4, 2022
Brett Kaufman
Chief Financial Officer
AFC Gamma, Inc.
525 Okeechobee Blvd.
Suite 1770
West Palm Beach, FL 33401
Re:AFC Gamma, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2021
Filed March 10, 2022
File No. 001-39995
Dear Brett Kaufman:
            We have completed our review of your filing.  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.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction

CORRESP
1
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525 Okeechobee Blvd., Suite 1650, West Palm Beach,
Florida 33401

July 28, 2022

Ms. Babette Cooper

Ms. Jennifer Monick

Division of Corporation Finance

Office of Real Estate & Construction

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re: AFC Gamma, Inc.

Form 10-K for the fiscal year ended December
31, 2021

Filed March 10, 2022

File No. 001-39995

Dear Ms. Cooper and Ms. Monick:

AFC Gamma, Inc., a Maryland corporation (“we”, “us”
or the “Company”), is hereby responding to the comment of the staff (the “Staff”) of the Securities
and Exchange Commission (the “Commission”) contained in your letter addressed to Brett Kaufman, the Company’s
Chief Financial Officer, dated July 22, 2022, with respect to the Company’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2021 (the “Form 10-K”).

In response to your letter, set forth below is the Staff’s comment
in bold followed by the Company’s response to the Staff’s comment. Please let us know if you have any questions or if we can
provide additional information or otherwise be of assistance the review process.

Form 10-K for the fiscal year ended December 31, 2021

Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operation Liquidity and Capital Resources, page 76

 1. We note your disclosure on page F-11 that to maintain the Company’s status as a REIT, payment-in-kind interest, a non-cash
source of income, must be paid out to stockholders in the form of dividends for the year earned, even though the Company has not yet collected
the cash. We further note your dividends paid to stockholders exceeded the net cash provided by operating activities. To the extent your
dividends were not paid out of operating cash flows, please tell us what consideration you gave to disclosing the source of your dividend
payments.

Response

The Company respectfully clarifies for the Staff that, while the amount
of dividends paid to its stockholders of $14,389,688 exceeded the net cash provided by operating activities for the year ended December
31, 2021 of $9,538,562, the latter excludes the income recognized from original issue discounts (or “OID”) and interest
reserves, each of which are considered non-cash reduction of income for purposes of calculating our operating cash flows. The cash related
to OID and interest reserves upon closing the loans does not impact operating cash flows but is rather recorded as a reduction of the
loans funded in the investing section of the cash flows. At the closing of the loans, the cash related to OID and interest reserve is
reported as “Supplemental disclosure of non-cash activity” in the Statement of Cash Flows. Subsequently, when a portion of
the OID and interest reserve is earned and released into revenue, such items are again excluded from the operating section of the Statement
of Cash Flows and presented in the “Adjustments to reconcile net income to net cash provided by operating activities.” This
is consistent with the guidance in 230-10-45 paragraphs 12a, 13a, and 28a.

Regarding the Company’s disclosure on page F-11 about paying
PIK interest, a non-cash source of income, to stockholders, the Company is generally only required to distribute annually at least 90%
of its REIT taxable income to its stockholders, as described more fully in the Company’s Distribution Policy on page 61. The Company
has not had to rely on PIK interest to maintain the Company’s status as a REIT, and the Company advises the Staff that in future
filings we will update the disclosure on page F-11 with the following bolded language: “To the extent required to maintain
the Company’s status as a REIT, this non-cash source of income must be paid out to stockholders in the form of dividends for the
year earned, even though the Company has not yet collected the cash.”

In response to the Staff’s comment, the Company advises that,
for future periodic filings, the Company will also revise the Liquidity and Capital Resources disclosure in its financial statements to
include additional discussion and analysis to the extent the Company’s cash dividends exceed its cash flows from operating activities
for any period.

The following is an example of the proposed disclosure that the Company
will add to its Liquidity and Capital Resources section, when applicable, beginning with the Form 10-Q for the quarter ended June 30,
2022: “Our net cash provided by operating activities for the [six months ended [●]]
of $[●] was less than our dividend payments of $[●]
made during the same period due to earned OID of $[●] and interest reserves earned and
disbursed of $[●] and PIK repayment of $[●]
during such period. OID and interest reserves relate to cash withheld by the Company upon funding of its investments and are included
under the ‘Supplemental disclosure of non-cash activity’ on the Statement of Cash Flows.”

In connection with its response to the Staff’s comments, the
Company acknowledges that the Company and its management are responsible for the accuracy and adequacy of its disclosures, notwithstanding
any review, comments, action or absence of action by the Staff.

    2

Please do not hesitate to contact me at Brett@advancedflowercapital.com
with any questions you may have with respect to the foregoing.

Very truly yours,

    /s/ Brett Kaufman

    Brett Kaufman

    Chief Financial Officer and Treasurer

cc:

Jeeho Lee, O’Melveny & Myers LLP

    3

United States securities and exchange commission logo
July 22, 2022
Brett Kaufman
Chief Financial Officer
AFC Gamma, Inc.
525 Okeechobee Blvd.
Suite 1770
West Palm Beach, FL 33401
Re:AFC Gamma, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2021
Filed March 10, 2022
File No. 001-39995
Dear Brett Kaufman:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment.  In our comment, we may ask you to provide us
with information so we may better understand your disclosure.
            Please respond to the comment 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 our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to the comment, we may have additional comments.
Form 10-K for the fiscal year ended December 31, 2021
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operation
Liquidity and Capital Resources, page 76
1.We note your disclosure on page F-11 that to maintain the Company’s status as a
REIT, payment-in-kind interest, a non-cash source of income, must be paid out to
stockholders in the form of dividends for the year earned, even though the Company has
not yet collected the cash.  We further note your dividends paid to stockholders exceeded
the net cash provided by operating activities.  To the extent your dividends were not paid
out of operating cash flows, please tell us what consideration you gave to disclosing the
source of your dividend payments.
            In closing, 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

 FirstName LastNameBrett Kaufman
 Comapany NameAFC Gamma, Inc.
 July 22, 2022 Page 2
 FirstName LastName
Brett Kaufman
AFC Gamma, Inc.
July 22, 2022
Page 2
absence of action by the staff.
            You may contact Babette Cooper at 202-551-3396 or Jennifer Monick at 202-551-
3295 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction

CORRESP
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    AFC GAMMA, INC.

    525 Okeechobee Blvd., Suite 1770

    West Palm Beach, FL 33401

    April 18, 2022

    Via EDGAR Transmission

    U.S. Securities and Exchange Commission

    Division of Corporation Finance

    100 F Street, N.E.

    Washington, D.C. 20549

    Re:          AFC Gamma, Inc. Registration Statement on Form S-3 (Registration No. 333-264144)

    Ladies and Gentlemen:

    In accordance with Rule 461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, we hereby request the acceleration of the effective date of the above-referenced Registration Statement so that it will
      become effective on April 18, 2022, at 4:00 p.m., Eastern Time, or as soon thereafter as practicable, or at such later time as AFC Gamma, Inc. (the “Company”) or its counsel may request via telephone call to the staff.

    Please contact Brophy Christensen of O’Melveny & Myers LLP, counsel to the Company, at 415-984-8793, or in his absence, Tai Vivatvaraphol at 212-728-5937, to provide notice of effectiveness, or if you have any other questions or concerns
      regarding this matter.

    [SIGNATURE PAGE FOLLOWS]

            Sincerely,

            AFC Gamma, Inc.

            By:

            /s/ Brett Kaufman

            Brett Kaufman

            Chief Financial Officer and Treasurer

            cc:

            Brophy Christensen

            Tai Vivatvaraphol

United States securities and exchange commission logo
April 14, 2022
Leonard M. Tannenbaum
Chief Executive Officer
AFC Gamma, Inc.
525 Okeechobee Blvd., Suite 1770
West Palm Beach, FL 33401
Re:AFC Gamma, Inc.
Registration Statement on Form S-3
Filed April 5, 2022
File No. 333-264144
Dear Mr. Tannenbaum:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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 Isabel Rivera at 202-551-3518 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Jeeho M. Lee, Esq.

CORRESP
1
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    AFC GAMMA, INC.

    525 Okeechobee Blvd., Suite 1770

    West Palm Beach, FL 33401

    January 5, 2022

    Via EDGAR Transmission

    U.S. Securities and Exchange Commission

    Division of Corporation Finance

    100 F Street, N.E.

    Washington, D.C. 20549

            Re:

            AFC Gamma, Inc. Registration Statement on Form S-11 (Registration No. 333-261977)

    Ladies and Gentlemen:

    In accordance with Rule 461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, we hereby request the acceleration of the effective date of the above-referenced Registration Statement so that it will
      become effective on January 5, 2022, at 4:30 p.m., Eastern Time, or as soon thereafter as practicable, or at such later time as AFC Gamma, Inc. (the “Company”) or its counsel may request via telephone call to the staff.

    Please contact Brophy Christensen of O’Melveny & Myers LLP, counsel to the Company, at 415-984-8793, or in his absence, Randolph Yiap at 213-430-7780, to provide notice of effectiveness, or if you have any other questions or concerns regarding
      this matter.

    [SIGNATURE PAGE FOLLOWS]

            Sincerely,

            AFC Gamma, Inc.

            By:

            /s/ Leonard M. Tannenbaum

            Leonard M. Tannenbaum

            Chief Executive Officer

    cc:          Brophy Christensen

    Randolph Yiap

CORRESP
1
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      Jefferies LLC

        520 Madison Avenue

        New York, New York 10022

      Cowen and Company, LLC

      599 Lexington Avenue

      New York, New York 10022

      January 5, 2022

      VIA EDGAR

      U.S. Securities and Exchange Commission

      Division of Corporation Finance

      100 F Street, N.E.

      Washington, D.C. 20549

              Re:

              AFC Gamma, Inc.

              Registration Statement on Form S-11 (File No. 333-261977)

              Request for Acceleration of Effective Date

      Ladies and Gentlemen:

      In accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), we, as representatives of the several underwriters, hereby join in the
        request of AFC Gamma, Inc. (the “Company”) for acceleration of the effective date of the above-named Registration Statement so that it becomes effective at 4:30 PM, Eastern Time, on January 5, 2022, or as
        soon thereafter as practicable, or at such other time as the Company or its outside counsel, O’Melveny & Myers LLP, request by telephone that such Registration Statement be declared effective.

      Pursuant to Rule 460 under the Act, we, as representatives of the several underwriters, wish to advise you that that there will be distributed to each underwriter or dealer, who is reasonably
        anticipated to participate in the distribution of the securities, as many copies of the preliminary prospectus included in the above-named Registration Statement as appears to be reasonable to secure adequate distribution of the preliminary
        prospectus.

      We, the undersigned, as representatives of the several underwriters, have complied and will comply, and we have been informed by the participating underwriters that they have complied and will comply,
        with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

      [Signature Page Follows]

      Very truly yours,

      Acting severally on behalf of themselves and the several underwriters

              JEFFERIES LLC

              By:

              /s/ Ariella Tolkin

              Name:

              Ariella Tolkin

              Title:

              Managing Director

              COWEN AND COMPANY, LLC

              By:

              /s/ Michael Campbell

              Name:

              Michael Campbell

              Title:

              Managing Director, Equity Capital Markets

United States securities and exchange commission logo
December 9, 2021
Leonard Tannenbaum
Chief Executive Officer
AFC Gamma, Inc.
525 Okeechobee Blvd.
Suite 1770
West Palm Beach, FL 33401
Re:AFC Gamma, Inc.
Draft Registration Statement on Form S-11
Submitted November 12, 2021
CIK No. 0001822523
Dear Mr. Tannenbaum:
            We have conducted a limited review of your draft registration statement.  In our
comment, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to this letter by providing any requested information and by publicly
filing your registration statement and non-public draft submission on EDGAR.  If you do not
believe our comment applies to your facts and circumstances or do not believe an amendment is
appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this comment and your filed
registration statement, we may have additional comments.
Draft Registration Statement on Form S-11
Prospectus Summary
Collateral Overview, page 8
1.We note the statement on page 2 that your "portfolio of loans had weighted average real
estate collateral coverage of approximately 1.2 times our aggregate committed principal
amount."  Please expand your disclosure to clarify with specificity the limitations on your
ability to foreclose under applicable state law and identify the material regulatory and
legal risks associated with the jurisdictions in which your collateral is located.  Further,
please clarify whether listing standards would prevent you from foreclosing and taking
possession of the real estate or other collateral.  Please clarify whether the coverage ratio

 FirstName LastNameLeonard  Tannenbaum
 Comapany NameAFC Gamma, Inc.
 December 9, 2021 Page 2
 FirstName LastName
Leonard  Tannenbaum
AFC Gamma, Inc.
December 9, 2021
Page 2
would be achievable under circumstances where, for example, you were to sell the loan or
force the borrower to sell the collateral in the event of a delinquency or default.
            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.
            We also remind you that your registration statement must be on file no later than 48 hours
prior to the requested effective date and time.  Refer to Rules 460 and 461 regarding requests for
acceleration.  Please allow adequate time for us to review any amendment prior to the requested
effective date of the registration statement.
            Please contact Stacie Gorman at 202-551-3585 or James Lopez at 202-551-3536 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Jeeho M. Lee, Esq.

CORRESP
1
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    AFC GAMMA, INC.

    525 Okeechobee Blvd., Suite 1770

    West Palm Beach, FL 33401

    June 21, 2021

    Via EDGAR Transmission

    U.S. Securities and Exchange Commission

    Division of Corporation Finance

    100 F Street, N.E.

    Washington, D.C. 20549

            Re:

            AFC Gamma, Inc. Registration Statement on Form S-11 (Registration No. 333-257248)

    Ladies and Gentlemen:

    In accordance with Rule 461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, we hereby request the acceleration of the effective date of the above-referenced Registration Statement so that it will
      become effective on June 23, 2021, at 5:00 p.m., Eastern Time, or as soon thereafter as practicable, or at such later time as AFC Gamma, Inc. (the “Company”) or its counsel may request via telephone call to the staff.

    Please contact Jeeho Lee of O’Melveny & Myers LLP, counsel to the Company, at 212-326-2061, or in her absence, Randolph Yiap at 213-430-7780, to provide notice of effectiveness, or if you have any other questions or concerns regarding this
      matter.

    [SIGNATURE PAGE FOLLOWS]

            Sincerely,

            AFC Gamma, Inc.

            By:

            /s/ Leonard M. Tannenbaum

            Leonard M. Tannenbaum

            Chief Executive Officer

            cc:

            Jeeho Lee

            Randolph Yiap

CORRESP
1
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    Jefferies LLC

    520 Madison Avenue

    New York, New York 10022

    Cowen and Company, LLC

    599 Lexington Avenue

    New York, New York 10022

    JMP Securities LLC

    600 Montgomery Street, 11th Floor

    San Francisco, California 94111

    June 21, 2021

    VIA EDGAR

    U.S. Securities and Exchange Commission

    Division of Corporation Finance

    100 F Street, N.E.

    Washington, D.C. 20549

            Re:

            AFC Gamma, Inc.

            Registration Statement on Form S-11 (File No. 333-257248)

            Request for Acceleration of Effective Date

    Ladies and Gentlemen:

    In accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), we, as representatives of the several
      underwriters, hereby join in the request of AFC Gamma, Inc. (the “Company”) for acceleration of the effective date of the above-named Registration Statement so that it becomes effective at 5:00 PM, Eastern
      Time, on June 23, 2021, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, O'Melveny & Myers LLP, request by telephone that such Registration Statement be declared effective.

    Pursuant to Rule 460 under the Act, we, as representatives of the several underwriters, wish to advise you that that there will be distributed to each underwriter or dealer,
      who is reasonably anticipated to participate in the distribution of the securities, as many copies of the preliminary prospectus included in the above-named Registration Statement as appears to be reasonable to secure adequate distribution of the
      preliminary prospectus.

    We, the undersigned, as representatives of the several underwriters, have complied and will comply, and we have been informed by the participating underwriters that they have
      complied and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

    [Signature Page Follows]

            Very truly yours,

            Acting severally on behalf of themselves and the several underwriters

            JEFFERIES LLC

            By:

          /s/ Ariella Tolkin

            Name:

          Ariella Tolkin

            Title:

          Managing Director

            COWEN AND COMPANY, LLC

            By:

          /s/ Michael Cella

            Name:

          Michael Cella

            Title:

          Managing Director

            JMP SECURITIES LLC

            By:

          /s/ Eric Clark

            Name:

          Eric Clark

            Title:

          Director

      [Signature Page to Underwriters’ Acceleration Request]

United States securities and exchange commission logo
June 15, 2021
Leonard Tannenbaum
Chief Executive Officer
AFC Gamma, Inc.
525 Okeechobee Blvd., Suite 1770
West Palm Beach, FL 33401
Re:AFC Gamma, Inc.
Draft Registration Statement on Form S-11
Filed on June 9, 2021
File No. 377-04997
Dear Mr. Tannenbaum:
            This is to advise you that we do not intend to review your registration statement.
            We request that you publicly file your registration statement no later than 48 hours prior
to the requested effective date and time. Please refer to Rules 460 and 461 regarding requests for
acceleration. 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 Janice Adeloye at 202-551-3034 or Maryse Mills-Apenteng at 202-551-
3457 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Jeeho Lee

CORRESP
1
filename1.htm

    March 17, 2021

    Securities and Exchange Commission

    100 F Street, N.E.

    Washington, D.C. 20549

    Re:          AFC Gamma, Inc. Registration Statement on Form S-11 (Registration No. 333-251762)

    Ladies and Gentlemen:

    In connection with the above-referenced Registration Statement, as amended, and pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), we hereby join in the request of AFC Gamma, Inc.
      that the effective date of the Registration Statement, as amended, be accelerated so that it will be declared effective at 4:00 p.m. Eastern Time on March 18, 2021, or as soon thereafter as practicable.

    Pursuant to Rule 460 under the Act, please be advised that we have distributed approximately 565 copies of the preliminary prospectus dated March 16, 2021 through the date hereof, to underwriters, dealers, institutions
      and others.

    In connection with the preliminary prospectus distribution for the above-referenced issue, the prospective underwriters have confirmed that they are complying with the 48-hour requirement in Rule 15c2-8(b) under the Securities Exchange Act of
      1934, as amended.

    Very truly yours,

    JMP SECURITIES LLC

    As Representative of the several underwriters

    [SIGNATURE PAGES FOLLOW]

          JMP Securities LLC

            By:

            /s/Jorge Solares-Parkhurst

            Jorge Solares-Parkhurst

            Managing Director, Corporate Finance

    As representative of the several underwriters.

            cc:

            Christopher J. Bellini, Cozen O’Connor P.C.

            Seth Popick, Cozen O’Connor P.C.

    [Signature Page to Acceleration Request Letter]

CORRESP
1
filename1.htm

    AFC GAMMA, Inc.

    525 Okeechobee Blvd., Suite 1770

    West Palm Beach, FL 33401

    March 17, 2021

    Via EDGAR Transmission

    U.S. Securities and Exchange Commission

    Division of Corporation Finance

    100 F Street, N.E.

    Washington, D.C. 20549

            Re:

            AFC Gamma, Inc. Registration Statement on Form S-11 (Registration No. 333-251762)

    Ladies and Gentlemen:

    In accordance with Rule 461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, we hereby request the acceleration of the effective date of the above-referenced Registration Statement, as amended, so
      that it will become effective on March 18, 2021, at 4:00 p.m., Eastern Time, or as soon thereafter as practicable, or at such later time as AFC Gamma, Inc. (the “Company”) or its counsel may request via telephone call to the staff.

    Please contact Jeeho Lee of O’Melveny & Myers LLP, counsel to the Company, at 212-326-2061, or in her absence, Maha Syed at 213-430-8016, to provide notice of effectiveness, or if you have any other questions or concerns regarding this matter.

    [SIGNATURE PAGE FOLLOWS]

            Sincerely,

            AFC Gamma, Inc.

            By:

            /s/ Leonard M. Tannenbaum

            Leonard M. Tannenbaum

            Chief Executive Officer

            cc:

            Jeeho Lee

            Maha Syed

CORRESP
1
filename1.htm

            O’Melveny & Myers LLP

            T: +1 212 326 2000

            File Number:

            7 Times Square Tower

            F: +1 212 326 2061

            0008334-0004

            New York, NY 10036

            omm.com

    Correspondence Relating to Amended Registration Statement

    VIA EDGAR

    March 16, 2021

    Ms. Babette Cooper

    Ms. Jennifer Monick

    Ms. Stacie Gorman

    Ms. Maryse Mills-Apenteng

    Division of Corporation Finance

    Office of Real Estate & Construction

    Securities and Exchange Commission

    100 F Street, N.E.

    Washington, D.C. 20549

    AFC Gamma, Inc. (File No. 333-251762)

    Response to the Staff’s Comments on Amendment No. 5 to Registration Statement on Form S-11 Filed on February 24, 2021

    Dear Ms. Cooper, Ms. Monick, Ms. Gorman, and Ms. Mills-Apenteng:

    On behalf of our client, AFC Gamma, Inc., a Maryland corporation (the “Company”), we are hereby submitting to the staff (the “Staff”) of the Securities and Exchange Commission
      (the “Commission”) this letter setting forth the Company’s responses to the comments contained in the Staff’s letter dated March 15, 2021 regarding the Company’s amendment no. 5 to the registration statement on Form S-11 filed via EDGAR to the
      Commission on February 24, 2021 (the “Registration Statement”).

    Concurrently with the submission of this letter, the Company will be filing its amended registration statement on Form S-11 (the “Amended Registration Statement”) and certain exhibits
      via EDGAR to the Commission for review.

    To facilitate the Staff’s review, we will separately deliver to the Staff five courtesy copies of the Amended Registration Statement, marked to show changes to the Registration Statement, and
      two copies of the submitted exhibits.

    The Staff’s comments are repeated below in bold and are followed by the Company’s responses. To the extent helpful, we have included page references in the Amended Registration Statement where
      the language addressing a particular comment appears. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Amended Registration Statement.

    Century City  •  Los Angeles  •  Newport Beach  •  New York  •  San Francisco  •  Silicon Valley  •  Washington, DC

    Beijing  •  Brussels  •  Hong Kong  •  London  •  Seoul  •  Shanghai  •  Singapore  •  Tokyo

    Amendment No. 5

    Core Earnings and Adjusted Core Earnings, page 12

          1.

            We note your disclosure of Core Earnings and Adjusted Core Earnings which include adjustments for change in unrealized gains (losses) on loans at fair value and
              provision for current expected credit losses. In light of those adjustments, please tell us how you determined it was appropriate to title these measures Core Earnings and Adjusted Core Earnings. Further, please expand your disclosure to
              include a more robust explanation of why management believes these measures provide useful information to investors.

    The Company respectfully acknowledges the Staff’s comment and has revised the title of Core Earnings and Adjusted Core Earnings to Distributable Earnings and Adjusted
      Distributable Earnings, respectively. Additionally, the Company has expanded its disclosure on pages 12, 21 to 22 and 87 to 88 of the Amended Registration Statement to reflect that Distributable Earnings is one of many factors considered by its Board
      of Directors in declaring dividends and, while not a direct measure of net taxable income, over time, the measure can be considered a useful indicator of its dividends. When calculating net taxable income the Company also similarly adjusts for
      changes in unrealized gains (losses) on loans at fair value and provision for current expected credit losses, and the other adjustments made to net income to calculate Distributable Earnings and Adjusted Distributable Earnings. As a result, the
      Company believes these adjustments are appropriate and helpful measures for investors.

    Management’s Discussion and Analysis of Financial Condition and Results of Operations Liquidity and Capital Resources, page 88

          2.

            Please tell us what consideration you gave to enhancing your liquidity disclosure to address any known trends or uncertainties that could impact your sources of cash
              flows. For example purposes only, to the extent the Public Company A loan default is indicative of known trends or uncertainties, your filing should identify such trends and uncertainties. Please refer to Item 303 of Regulation S-K.

    The Company respectfully advises the Staff that in connection with the Company’s drafting of its liquidity disclosure in the Amended Registration Statement it reviewed and
      analyzed whether there are any known trends or uncertainties that will result in or that are reasonably likely to result in the Company’s liquidity increasing or decreasing in any material way or that could materially impact its sources of cash
      flows, including by reviewing and analyzing the various factors that the Company believes may impact its liquidity or sources of cash flows. For example, in connection with its portfolio monitoring, the Company regularly (i) reviews the financial
      statements that its borrowers must provide under the financial reporting obligations in their respective loan agreements and (ii) discusses the results of its borrowers’ operations with them. The Company compares this information against the
      applicable borrower’s liquidity covenants and other covenants in such borrower’s respective agreement, including those covenants described on page 107 of the Amended Registration Statement. As a result of its reviews and analyses, the Company has not
      identified any information that suggests known trends or uncertainties, including with respect to the discussion of the Public Company A loan default described throughout the Amended Registration Statement, that could result in or could be reasonably
      likely to result in the Company’s liquidity increasing or decreasing in any material way or that could materially impact the Company’s sources of cash flows or that need to otherwise be disclosed under the requirements of Item 303 of Regulation S-K.

    *                                        *                                         *

      2

    If you have any questions regarding the Amended Registration Statement, please contact Jeeho Lee by telephone at 212-326-2266 or via e-mail at jeeholee@omm.com or Maha Syed by telephone at
      213-430-8016 or via e-mail at msyed@omm.com, Thomas Geoffroy, the Chief Financial Officer of the Company, by telephone at 561-510-2390 or via e-mail at tom@advancedflowercapital.com, or Brandon Hetzel, the Controller of the Company, at 561-510-2390
      or via e-mail at brandon@advancedflowercapital.com.

    Very truly yours,

    /s/ Jeeho Lee

    Enclosures

    cc:

    Leonard M. Tannenbaum, Chief Executive Officer and Chairman, AFC Gamma, Inc.

    Thomas Geoffroy, Chief Financial Officer and Treasurer, AFC Gamma, Inc.

    Brandon Hetzel, Controller, AFC Gamma, Inc.

    C. Brophy Christenson, Partner, O’Melveny & Myers LLP

    Maha Syed, Associate, O’Melveny & Myers LLP

    Christopher Bellini, Member, Cozen O’ Connor P.C.

        3

United States securities and exchange commission logo
March 15, 2021
Leonard Tannenbaum
Chief Executive Officer
AFC Gamma, Inc.
525 Okeechobee Blvd.
Suite 1770
West Palm Beach, FL 33401
Re:AFC Gamma, Inc.
Amendment No. 5 to Form S-11
Filed February 24, 2021
File No. 333-251762
Dear Mr. Tannenbaum:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Amendment No. 5 to Form S-11 filed February 24, 2021
Core Earnings and Adjusted Core Earnings, page 12
1.We note your disclosure of Core Earnings and Adjusted Core Earnings which include
adjustments for change in unrealized gains (losses) on loans at fair value and provision for
current expected credit losses.  In light of those adjustments, please tell us how you
determined it was appropriate to title these measures Core Earnings and Adjusted Core
Earnings.  Further, please expand your disclosure to include a more robust explanation of
why management believes these measures provide useful information to investors.

 FirstName LastNameLeonard  Tannenbaum
 Comapany NameAFC Gamma, Inc.
 March 15, 2021 Page 2
 FirstName LastName
Leonard  Tannenbaum
AFC Gamma, Inc.
March 15, 2021
Page 2
Management's Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources, page 88
2.Please tell us what consideration you gave to enhancing your liquidity disclosure to
address any known trends or uncertainties that could impact your sources of cash flows.
For example purposes only, to the extent the Public Company A loan default is indicative
of known trends or uncertainties, your filing should identify such trends and uncertainties.
Please refer to Item 303 of Regulation S-K.
            You may contact Babette Cooper at 202-551-3396 or Jennifer Monick at 202-551-3295 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Stacie Gorman at 202-551-3585 or Maryse Mills-Apenteng at 202-551-3457 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Jeeho M. Lee, Esq.

CORRESP
1
filename1.htm

              Correspondence Relating to Amended Registration Statement

              O’Melveny & Myers LLP

              7 Times Square Tower

                New York, NY 10036

              T: +1 212 326 2000

              F: +1 212 326 2061

              omm.com

              File Number:

              0008334-00004

    VIA EDGAR

    February 23, 2021

    Ms. Babette Cooper

    Ms. Jennifer Monick

    Ms. Stacie Gorman

    Ms. Maryse Mills-Apenteng

    Division of Corporation Finance

    Office of Real Estate & Construction

    Securities and Exchange Commission

    100 F Street, N.E.

    Washington, D.C. 20549

    AFC Gamma, Inc. (File No. 333-251762)

    Response to the Staff’s Comments on Amendment No. 4 to Registration Statement on Form S-11 Filed on February 16, 2021

    Dear Ms. Cooper, Ms. Monick, Ms. Gorman, and Ms. Mills-Apenteng:

    On behalf of our client, AFC Gamma, Inc., a Maryland corporation (the “Company”), we are hereby submitting to the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) this letter setting forth the
      Company’s responses to the comments contained in the Staff’s letter dated February 16, 2021 regarding the Company’s amendment no. 4 to the registration statement on Form S-11 filed via EDGAR to the Commission on February 16, 2021 (the “Registration

        Statement”).

    Concurrently with the submission of this letter, the Company will be filing its amended registration statement on Form S-11 (the “Amended Registration Statement”) and certain exhibits via EDGAR to the Commission for review.

    To facilitate the Staff’s review, we will separately deliver to the Staff five courtesy copies of the Amended Registration Statement, marked to show changes to the Registration Statement, and two copies of the submitted exhibits.

    The Staff’s comments are repeated below in bold and are followed by the Company’s responses. To the extent helpful, we have included page references in the Amended Registration Statement where the language addressing a particular comment appears.
      Capitalized terms used but not otherwise defined herein have the meanings set forth in the Amended Registration Statement.

        Century City  •  Los Angeles  •  Newport Beach  •  New York  •  San Francisco  •  Silicon
        Valley  •  Washington, DC

      Beijing  •  Brussels  •  Hong Kong  •  London  •  Seoul  •  Shanghai  •  Singapore  •  Tokyo

    Amendment No. 4

    Use of Proceeds, page 68

          1.

            Please revise your table on page 68 to include a description of the borrower for Term Sheet 1, Term Sheet 2, Term Sheet 3, Term Sheet 4, Term Sheet 5, and the Syndication Commitment, as you have within the Loan
              column for the four Unfunded Commitments.

    The Company has revised its disclosure on page 68 in response to the Staff’s comment.

          2.

            Please tell us if you expect to fund any additional specific loans prior to or shortly after commencement of the offering in addition to those already listed in your use of proceeds table.  To the extent there
              are additional specific loans, please provide us with and revise your filing to disclose details about these loans.

    Other than those loans already listed in the Company’s use of proceeds table, the Company does not expect to fund any additional specific loans over the next several weeks.

    However, as disclosed in the Amended Registration Statement, as of February 15, 2021, the Company’s loan origination pipeline consisted of 29 potential new loans. The Company is in various stages of its evaluation
      process with respect to these loans. The Amended Registration Statement further discloses that, as of February 15, 2021, the Company was reviewing, but had not yet issued indications of interests or entered into term sheets with respect to, 18 of
      these potential loans and had issued indications of interest with respect to five of the 29 potential loans.  Of those five potential loans, the Company may enter into a fully executed non-binding term sheet for one of those loans for approximately
      $21 million over the next several weeks.

    The Company respectfully advises the Staff that it believes that disclosure of details regarding this potential loan prior to the execution of a term sheet will not provide meaningful information for an investor. The
      Company does not know whether the closing of a potential loan is probable until a term sheet is executed by the Company and the borrower. Further, until the Company and the borrower execute a term sheet the details regarding the potential loan would
      be speculative.

    The Company confirms to the Staff that this potential $21 million loan will be consistent with the Company’s investment strategy and the Company intends for the terms of the loan to have similar characteristics as the
      terms of the loans reflected in the use of proceeds table.

          3.

            We note your disclosure of the Syndication Letter on page 143. Please address the following:

          •

            Please tell us and revise your filing to include more robust disclosure of the terms and structure of the syndication letter.

    On February 14, 2021, in connection with the anticipated credit facility relating to Term Sheet 1 (such anticipated credit facility, the “Term Sheet 1 Credit Facility”), the Company entered into a syndication
      letter agreement (the “Initial Syndication Letter”) with AFC Management, LLC (the “Manager”) to allocate $24,150,000 (the “Manager Portion”) of the total $46,150,000 of loans under the Term Sheet 1 Credit Facility to the Manager to fund
      or further allocate or syndicate. As between Manager and the Company, the Manager will be solely responsible (subject to its syndication rights) for the Manager Portion. Additionally, pursuant to the Manager’s right to sub-syndicate provided in the
      Initial Syndication Letter, on February 22, 2021, the Manager entered into an additional syndication letter agreement (the “Second Syndication Letter”) relating to the Term Sheet 1 Credit Facility with the Company and AFC Investments, LLC, a
      Delaware limited liability company and one of the Company’s affiliates that is beneficially owned by Mr. Tannenbaum and Mrs. Tannenbaum. Pursuant to the Second Syndication Letter, each party agreed that (i) the Company will severally and not jointly
      lend $22,000,000 of the Term Sheet 1 Credit Facility, (ii) AFC Investments, LLC will severally and not jointly lend $24,150,000 of the Term Sheet 1 Credit Facility and (iii) each funding under the Term Sheet 1 Credit Facility will be made pro rata in
      proportion to each party’s commitments and each party will receive payments of interest, principal, fees and other amounts due to such party, including its allocation of original issue discount, on such pro rata basis; provided, however, that the
      funding of the Term Sheet 1 Credit Facility remains subject to diligence and definitive loan documentation satisfactory to each of the parties to the Second Syndication letter. The Second Syndication Letter was accepted and acknowledged by the
      prospective borrower of the Term Sheet 1 Credit Facility.

    The Initial Syndication Letter also provides that the Manager shall act as administrative agent for the anticipated Term Sheet 1 Credit Facility and shall therefore be entitled to the entirety of the agent fee, which is
      currently contemplated to be 1% per annum of the total loan amount and is paid by the borrower. The Company does not expect the Company or the Manager to receive any syndication fees from this syndication.

    The Company has revised its disclosure on page 142 in response to the Staff’s comment.

          •

            Please tell us if this transaction is a syndication or the transfer of a participating interest and how you made that determination. Within your response, please tell us how you considered the meaning of the term
              participating interest in ASC 860-10-40- 6A and the definition of loan syndication in ASC 860-10-20.

    The Company respectfully advises the Staff that the transaction contemplated by the Initial Syndication Letter is a loan syndication rather than the transfer of a participating interest.   Consistent with the definition
      of loan syndication in ASC 860-10-20, the Company and the Manager are sharing in lending to a single borrower, each with the status of a direct lender under the transaction and responsible for funding a specified portion of the same loan, with the
      same legal rights as against the borrower.   The Initial Syndication Letter provides that the Manager is responsible for funding $24.15 million upon the initial closing of the loan, subject to a right to sub-syndicate to other parties, which it has
      done pursuant to the Second Syndication Letter.  The Company respectfully advises the Staff that the transaction contemplated by the Second Syndication Letter is a sub-syndication by the Manager rather than the transfer of a participating interest
      because, pursuant to the terms of the Second Syndication Letter, each of the syndicate members will severally and not jointly lend its respective allocation of the loan. Consistent with ASC 860-10-20, the Company has syndicated a portion of this loan
      to the Manager because the entirety of the loan is larger than the amount that the Company wishes to lend to this single borrower. As Term Sheet 1 is non-binding and does not result in a financial asset, the Company has concluded that neither of the
      syndication letters result in the transfer of a financial asset subject to the guidance in ASC 860.

      The Company has also analyzed the contractual arrangements and relationships, including the syndication contemplated by the Initial Syndication Letter and Second Syndication Letter, between the Company, the Manager and AFC Investments, LLC, all
        of which are related parties (the Manager and AFC Investments, LLC are each controlled by Mr. Tannenbaum) in the context of ASC 810.  The Company has concluded that the aforementioned contractual arrangements and relationships do not result in a
        controlling financial interest by the Company with respect to the Manager and AFC Investments, LLC.  Further, the Company has concluded that the aforementioned contractual arrangements and relationships do not create variable interests between the
        Company, the Manager and AFC Investments, LLC.

          •

            To the extent you determined this transaction is a transfer of a participating interest, please tell us if you will account for the transfer as a sale. In your response, please tell us how you considered the
              conditions in paragraph ASC 860-10-40-5.

    The Company respectfully advises the Staff that the transaction contemplated by the syndication letter is a syndication rather than the transfer of a participating interest as further discussed above.

          •

            Based on your disclosure it appears that the structure of this syndication letter is different from that of your existing and probable loans where your percentage of the total loan is less than 100%.  Please
              confirm whether our understanding is correct.

    The Company respectfully informs the Staff that the Company’s other existing and probable loans where its percentage of the total loan is less than 100% have generally been transactions where the lead lender is a third
      party and the Company is part of the syndicate being syndicated to and the Company has committed only to a portion of the total loan.   In the case of the Company’s other existing and probable loans where the Company is the lead lender and the
      Company’s percentage of the total loan is 100% (such loans, the “Lead Lender Loans”), the Company has received from the borrower the right to syndicate such loans, but has historically chosen not to syndicate. The transaction contemplated by
      the Initial Syndication Letter is similar to the Lean Lender Loans, but in this case, the Company has elected to exercise its right to syndicate a portion of the probable Term Sheet 1 Credit Facility pursuant to the Initial Syndication Letter, and
      may choose to do so with respect to future transactions.

          •

            Please file the syndication letter as an exhibit in accordance with Item 601(b)(10) of Regulation S-K, or advise.

    The Initial Syndication Letter and the Second Syndication Letter have each been filed as an exhibit in accordance with Item 601(b)(10) of Regulation S-K.

    Underwriting, page 183

          4.

            We note that you added disclosure related to Seaport Global Securities being involved in a syndication related to one of your loans.  Please revise your disclosure here, and elsewhere as appropriate, to address
              any potential conflict of interest this relationship may present.

    The Company has revised its disclosure on pages 18 and 186 in response to the Staff’s comment.

    *                                        *                                         *

    If you have any questions regarding the Amended Registration Statement, please contact Jeeho Lee by telephone at 212-326-2266 or via e-mail at jeeholee@omm.com or Randolph Yiap, by telephone at 213-430-7780 or via email at ryiap@omm.com, Thomas
      Geoffroy, the Chief Financial Officer of the Company, by telephone at 561-510-2390 or via email at tom@advancedflowercapital.com, or Brandon Hetzel, the Controller of the Company, at 561-510-2390 or via email at brandon@advancedflowercapital.com.

    Very truly yours,

    /s/ Jeeho Lee

    Enclosures

    cc:

    Leonard M. Tannenbaum, Chief Executive Officer and Chairman, AFC Gamma, Inc.

    Thomas Geoffroy, Chief Financial Officer and Treasurer, AFC Gamma, Inc.

    Brandon Hetzel, Controller, AFC Gamma, Inc.

    C. Brophy Christenson, Partner, O’Melveny & Myers LLP

    Randolph Yiap, Associate, O’Melveny & Myers LLP

    Christopher Bellini, Member, Cozen O’ Connor P.C.

CORRESP
1
filename1.htm

      AFC GAMMA, Inc.

        525 Okeechobee Blvd., Suite 1770

        West Palm Beach, FL 33401

    February 17, 2021

    Via EDGAR Transmission

    U.S. Securities and Exchange Commission

      Division of Corporation Finance

      100 F Street, N.E.

      Washington, D.C. 20549

            Re:

            AFC Gamma, Inc. Withdrawal of Request for Acceleration of Registration Statement on Form S-11 (Registration
                No. 333-251762)

    Ladies and Gentlemen:

    AFC Gamma, Inc. (the “Company”)
      hereby respectfully withdraws its request that the Securities and Exchange Commission accelerate the effective date of the Company’s registration statement on Form S-11 (Registration No. 333-251762), as amended, so that it becomes effective on
      February 8, 2021, at 4:00 p.m., Eastern Time, or as soon thereafter as practicable, or at such later time as the Company or its counsel may request via telephone call to the staff.

              Sincerely,

              AFC Gamma, Inc.

              By:

              /s/ Leonard M. Tannenbaum

              Leonard M. Tannenbaum

              Chief Executive Officer

United States securities and exchange commission logo
February 16, 2021
Leonard Tannenbaum
Chief Executive Officer
AFC Gamma, Inc.
525 Okeechobee Blvd.
Suite 1770
West Palm Beach, FL 33401
Re:AFC Gamma, Inc.
Amendment No. 4 to Form S-11
Filed February 16, 2021
File No. 333-251762
Dear Mr. Tannenbaum:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our February 10, 2021 letter.
Amendment No. 4 to Form S-11 filed February 16, 2021
Use of Proceeds, page 68
1.Please revise your table on page 68 to include a description of the borrower for Term
Sheet 1, Term Sheet 2, Term Sheet 3, Term Sheet 4, Term Sheet 5, and the Syndication
Commitment, as you have within the Loan column for the four Unfunded Commitments.
2.Please tell us if you expect to fund any additional specific loans prior to or shortly after
commencement of the offering in addition to those already listed in your use of proceeds
table.  To the extent there are additional specific loans, please provide us with and revise
your filing to disclose details about these loans.

 FirstName LastNameLeonard  Tannenbaum
 Comapany NameAFC Gamma, Inc.
 February 16, 2021 Page 2
 FirstName LastName
Leonard  Tannenbaum
AFC Gamma, Inc.
February 16, 2021
Page 2
3.We note your disclosure of the Syndication Letter on page 143.  Please address the
following:
•Please tell us and revise your filing to include more robust disclosure of the terms and
structure of the syndication letter.
•Please tell us if this transaction is a syndication or the transfer of a participating
interest and how you made that determination.  Within your response, please tell us
how you considered the meaning of the term participating interest in ASC 860-10-40-
6A and the definition of loan syndication in ASC 860-10-20.
•To the extent you determined this transaction is a transfer of a participating interest,
please tell us if you will account for the transfer as a sale.  In your response, please
tell us how you considered the conditions in paragraph ASC 860-10-40-5.
•Based on your disclosure it appears that the structure of this syndication letter is
different from that of your existing and probable loans where your percentage of the
total loan is less than 100%.  Please confirm whether our understanding is correct.
•Please file the syndication letter as an exhibit in accordance with Item 601(b)(10) of
Regulation S-K, or advise.
Underwriting, page 183
4.We note that you added disclosure related to Seaport Global Securities being involved in a
syndication related to one of your loans.  Please revise your disclosure here, and
elsewhere as appropriate, to address any potential conflict of interest this relationship may
present.
            You may contact Babette Cooper at 202-551-3396 or Jennifer Monick at 202-551-3295 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Stacie Gorman at 202-551-3585 or Maryse Mills-Apenteng at 202-551-3457 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Jeeho M. Lee, Esq.

CORRESP
1
filename1.htm

    Correspondence Relating to Amended Registration Statement

            O’Melveny & Myers LLP

            T: +1 212 326 2000

            File Number:

            7 Times Square Tower

            F: +1 212 326 2061

            New York, NY 10036

            omm.com

            0008334-00004

    VIA EDGAR

    February 11, 2021

    Ms. Babette Cooper

    Ms. Jennifer Monick

    Ms. Stacie Gorman

    Ms. Maryse Mills-Apenteng

    Division of Corporation Finance

    Office of Real Estate & Construction

    Securities and Exchange Commission

    100 F Street, N.E.

    Washington, D.C. 20549

    AFC Gamma, Inc. (File No. 333-251762)

    Response to the Staff’s Comments on Amendment No. 2 to Registration Statement on Form S-11 Filed on February 3, 2021

    Dear Ms. Cooper, Ms. Monick, Ms. Gorman, and Ms. Mills-Apenteng:

    On behalf of our client, AFC Gamma, Inc., a Maryland corporation (the “Company”), we are hereby submitting to the staff (the “Staff”) of the Securities and Exchange Commission
      (the “Commission”) this letter setting forth the Company’s responses to the comments contained in the Staff’s letter dated February 10, 2021 regarding the Company’s amendment no. 2 to the registration statement on Form S-11 filed via EDGAR to
      the Commission on February 3, 2021 (the “Registration Statement”).

    Concurrently with the submission of this letter, the Company will be filing its amended registration statement on Form S-11 (the “Amended Registration Statement”) and certain exhibits
      via EDGAR to the Commission for review.

    To facilitate the Staff’s review, we will separately deliver to the Staff five courtesy copies of the Amended Registration Statement, marked to show changes to the Registration Statement, and
      two copies of the submitted exhibits.

    The Staff’s comments are repeated below in bold and are followed by the Company’s responses. To the extent helpful, we have included page references in the Amended Registration Statement where
      the language addressing a particular comment appears. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Amended Registration Statement.

    Century City  •  Los Angeles  •  Newport Beach  •  New York  •  San Francisco  •  Silicon Valley  •  Washington, DC

    Beijing  •  Brussels  •  Hong Kong  •  London  •  Seoul  •  Shanghai  •  Singapore  •  Tokyo

    Amendment No. 2 to Form S-11

    Our Portfolio, page 4

          1.

            We note your revised disclosure on page 26 that Public Company A previously defaulted on certain covenants. Please explain this in this section and in the section
              Management’s Discussion and Analysis of Financial Condition and Results of Operations and clarify how it defaulted. To the extent Public Company A is currently in default, please disclose this and disclose the amount and duration. Please
              clarify if any other companies are now, or have previously been, in default.

    In response to the Staff’s comment, the Company has revised its disclosure on pages 26 through 27 and pages 79 through 80 in the Amended Registration Statement under the
      sections titled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” respectively.

    Use of Proceeds, page 66

          2.

            We note you have identified eight loans with an aggregate approximate principal amount of $103.5 million, which exceeds your expected net proceeds of $91 million.
              Please revise your filing to indicate the order of priority of funding these loans with your offering proceeds. Also, revise to disclose your plans if you cannot fund loans in excess of $91 million with the offering proceeds. Please refer to
              Item 504 of Regulation S-K.

    The Company respectfully informs the Staff that the Amended Registration Statement includes an increase in the offering size with estimated net proceeds from the offering of
      approximately $108 million, based on an assumed initial public offering price of $19.00 per share. The Company therefore respectfully submits that no other funds are necessary to accomplish the specified expected purposes for which the proceeds of
      the offering are to be obtained.

    Index to the Financial Statements, page F-1

          3.

            We note your response to comment 2. Please address the following:

          •

            It appears that two additional loans may exceed 20% of offering proceeds, specifically the $21 million loan labeled Term Sheet 4 and the unfunded commitment to
              Private Co. C of approximately $10.1 million, which results in a $22 million loan to Private Co. C. Please tell us what consideration you gave to providing financial statements of the properties securing these two loans. Reference is made to
              SAB Topic 1I.

    The Company respectfully advises the Staff that it is committed to providing the required financial information for any loan that exceeds the 20% asset concentration
      threshold as required by SAB Topic 1I.  However, as noted above, the Company respectfully informs the Staff that the Amended Registration Statement includes an increase in the offering size with estimated net proceeds from the offering of
      approximately $108 million, based on an assumed initial public offering price of $19.00 per share. Based on the Company’s increased expected offering size, the carrying values for the potential loan of $21 million for Term Sheet 4 and the aggregated
      loan of $22 million to Private Company C will not exceed 20% of the Company’s expected offering proceeds. As discussed with the Staff, when a loan is originated with OID, the discount represents a reduction to the carrying value of the loan asset
      recorded on the balance sheet.  The $21 million face amount for Term Sheet 4 is currently contemplated to have 6% OID, which means that the carrying value of the loan is expected to be approximately $19.7 million when the loan is fully funded.
      Additionally, the $22 million loan to Private Company C has OID of 4%, which means the carrying value will be approximately $21.1 million when the loan is fully funded.

      2

    The Company agrees that for the loans that have not yet closed, if the carrying value of the loan is anticipated to exceed the 20% concentration threshold provided in SAB
      Topic 1I, the Company, to the extent required, will provide the financial disclosures within the required time period following consummation of the loan closing.

          •

            Please tell us if you believe it is probable that you will fund the eight loans disclosed on page 66 in your Use of Proceeds section. Please separately address the
              loans identified as unfunded commitments and the loans identified as term sheets. Your response should address, but not be limited to, your statement that, historically, approximately 90% of your fully-executed, non-binding term sheets have
              converted into loans and that three of the four prospective borrowers paid you expense deposits.

    The Company believes it is probable that it will fund each of the eight loans disclosed on page 67 in the Use of Proceeds section of the Amended Registration Statement.

    Each of the unfunded commitments disclosed on page 67 in the Use of Proceeds section of the Amended Registration Statement (“unfunded commitments”) represents a contractual
      commitment of the Company to fund the unfunded portion of the Company’s commitment at the request of the applicable borrower.  Based on the Company’s underwriting experience, the Company believes it is probable that each of these unfunded commitments
      will be funded by the Company.  The amount of the Company’s commitment on its loans is an agreed upon term with its borrowers reflecting each parties’ expectation of the appropriate funding to occur pursuant to such loan and, as disclosed on page 67
      in the Use of Proceeds section of the Amended Registration Statement, each of the borrowers is paying the Company an unused loan fee on its respective unfunded commitment.

    Based on the Company’s underwriting experience and historical rate of converting approximately 90% of its fully-executed, non-binding term sheets, the Company believes it is
      probable that it will enter into binding definitive commitments for each of the fully-executed, non-binding term sheets disclosed on page 67 in the Use of Proceeds section of the Amended Registration Statement (the “term sheets”) and it will fund
      those term sheets, including the term sheet with the prospective borrower which has not yet paid the Company an expense deposit (the “Non-Deposit Tem Sheet”).  As previously disclosed to the Staff, these term sheets were executed by both parties
      after approximately two to three months of negotiations between the Company and the borrower, on average. The execution of the term sheets subjects both parties to the implied covenant of good faith to consummate the loans. Additionally, as binding
      terms of these term sheets, the borrowers have each entered into periods of exclusivity with the Company with respect to such proposed loans.  With respect to the Non-Deposit Term Sheet, the Company believes that the lack of an expense deposit should
      not yield a different conversion result for the Non-Deposit Term Sheet because of the expense reimbursement provisions in the Non-Deposit Term Sheet. One of the binding terms of the Non-Deposit Term Sheet is the prospective borrower’s obligation to
      reimburse the Company for the Company’s direct costs of its due diligence and underwriting process. The Company has commenced its diligence process for this term sheet and expects to submit for reimbursement of its direct costs in the next 30 days.

      3

    The Company agrees that for the loans that have not yet closed, if the carrying value of the loan is anticipated to exceed the 20% concentration threshold provided in SAB
      Topic 1I, the Company, to the extent required, will provide the financial disclosures within the required time period following consummation of the loan closing.

    *                                        *                                         *

    If you have any questions regarding the Amended Registration Statement, please contact Jeeho Lee by telephone at 212-326-2266 or via e-mail at jeeholee@omm.com or Randolph Yiap, by telephone at
      213-430-7780 or via email at ryiap@omm.com, Thomas Geoffroy, the Chief Financial Officer of the Company, by telephone at 561-510-2390 or via email at tom@advancedflowercapital.com, or Brandon Hetzel, the Controller of the Company, at 561-510-2390 or
      via email at brandon@advancedflowercapital.com.

            Very truly yours,

            /s/ Jeeho Lee

    Enclosures

    cc:

    Leonard M. Tannenbaum, Chief Executive Officer and Chairman, AFC Gamma, Inc.

    Thomas Geoffroy, Chief Financial Officer and Treasurer, AFC Gamma, Inc.

    Brandon Hetzel, Controller, AFC Gamma, Inc.

    C. Brophy Christenson, Partner, O’Melveny & Myers LLP

    Randolph Yiap, Associate, O’Melveny & Myers LLP

    Christopher Bellini, Member, Cozen O’ Connor P.C.

  4

United States securities and exchange commission logo
February 10, 2021
Leonard Tannenbaum
Chief Executive Officer
AFC Gamma, Inc.
525 Okeechobee Blvd.
Suite 1770
West Palm Beach, FL 33401
Re:AFC Gamma, Inc.
Amendment No. 2 to Form S-11
Filed February 3, 2021
File No. 333-251762
Dear Mr. Tannenbaum:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our February 1, 2021 letter.
Amendment No. 2 to Form S-11
Our Portfolio, page 4
1.We note your revised disclosure on page 26 that Public Company A previously defaulted
on certain covenants.  Please explain this in this section and in the section Management's
Discussion and Analysis of Financial Condition and Results of Operations and clarify how
it defaulted.  To the extent Public Company A is currently in default, please disclose this
and disclose the amount and duration.  Please clarify if any other companies are now, or
have previously been, in default.

 FirstName LastNameLeonard  Tannenbaum
 Comapany NameAFC Gamma, Inc.
 February 10, 2021 Page 2
 FirstName LastName
Leonard  Tannenbaum
AFC Gamma, Inc.
February 10, 2021
Page 2
Use of Proceeds, page 66
2.We note you have identified eight loans with an aggregate approximate principal amount
of $103.5 million, which exceeds your expected net proceeds of $91 million.  Please
revise your filing to indicate the order of priority of funding these loans with your offering
proceeds.  Also, revise to disclose your plans if you cannot fund loans in excess of $91
million with the offering proceeds.  Please refer to Item 504 of Regulation S-K.
Index to the Financial Statements, page F-1
3.We note your response to comment 2.  Please address the following:

•It appears that two additional loans may exceed 20% of offering proceeds,
specifically the $21 million loan labeled Term Sheet 4 and the unfunded commitment
to Private Co. C of approximately $10.1 million, which results in a $22 million loan
to Private Co. C.  Please tell us what consideration you gave to providing financial
statements of the properties securing these two loans.  Reference is made to SAB
Topic 1I.

•Please tell us if you believe it is probable that you will fund the eight loans disclosed
on page 66 in your Use of Proceeds section.  Please separately address the loans
identified as unfunded commitments and the loans identified as term sheets.  Your
response should address, but not be limited to, your statement that, historically,
approximately 90% of your fully-executed, non-binding term sheets have converted
into loans and that three of the four prospective borrowers paid you expense deposits.
            You may contact Babette Cooper at 202-551-3396 or Jennifer Monick at 202-551-3295 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Stacie Gorman at 202-551-3585 or Maryse Mills-Apenteng at 202-551-3457 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Jeeho M. Lee, Esq.

CORRESP
1
filename1.htm

    February 5, 2021

    Securities and Exchange Commission

    100 F Street, N.E.

    Washington, D.C. 20549

    Re:          AFC Gamma, Inc. Registration Statement on Form S-11 (Registration No. 333-251762)

    Ladies and Gentlemen:

    In connection with the above-referenced Registration Statement, as amended, and pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), we hereby join in the request of AFC Gamma, Inc.
      that the effective date of the Registration Statement, as amended, be accelerated so that it will be declared effective at 4:00 p.m. Eastern Time on February 9, 2021, or as soon thereafter as practicable.

    Pursuant to Rule 460 under the Act, please be advised that we have distributed approximately 565 copies of the preliminary prospectus dated February 2, 2021 through the date hereof, to underwriters, dealers, institutions and others.

    In connection with the preliminary prospectus distribution for the above-referenced issue, the prospective underwriters have confirmed that they are complying with the 48-hour requirement in Rule 15c2-8(b) under the Securities Exchange Act of
      1934, as amended.

    Very truly yours,

    JMP SECURITIES LLC

    As Representative of the several underwriters

    [SIGNATURE PAGES FOLLOW]

            JMP Securities LLC

            By:

            /s/ Jorge Solares-Parkhurst

            Name:

            Jorge Solares-Parkhurst

            Title:

            Managing Director, Corporate Finance

    As representative of the several underwriters.

    cc: Christopher J. Bellini, Cozen O’Connor P.C.

          Seth Popick, Cozen O’Connor P.C.

    [Signature Page to Acceleration Request Letter]

CORRESP
1
filename1.htm

    AFC GAMMA, Inc.

    525 Okeechobee Blvd., Suite 1770

    West Palm Beach, FL 33401

    February 5, 2021

    Via EDGAR Transmission

    U.S. Securities and Exchange Commission

    Division of Corporation Finance

    100 F Street, N.E.

    Washington, D.C. 20549

            Re:

            AFC Gamma, Inc. Registration Statement on Form S-11 (Registration No. 333-251762)

    Ladies and Gentlemen:

    In accordance with Rule 461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, we hereby request the acceleration of the effective date of the above-referenced Registration Statement, as amended, so
      that it will become effective on February 9, 2021, at 4:00 p.m., Eastern Time, or as soon thereafter as practicable, or at such later time as AFC Gamma, Inc. (the “Company”) or its counsel may request via telephone call to the staff.

    Please contact Jeeho Lee of O’Melveny & Myers LLP, counsel to the Company, at 212-326-2266, or in her absence, Randolph Yiap at 213-430-7780, to provide notice of effectiveness, or if you have any other questions or concerns regarding this
      matter.

            Sincerely,

            AFC Gamma, Inc.

            By:

            /s/ Leonard M. Tannenbaum

            Leonard M. Tannenbaum

            Chief Executive Officer

            cc:

            Jeeho Lee

            Randolph Yiap

CORRESP
1
filename1.htm

    Correspondence Relating to Amended Registration Statement

            O’Melveny & Myers LLP

            7 Times Square Tower

              New York, NY 10036

            T: +1 212 326 2000

            F: +1 212 326 2061

            omm.com

            File Number:

            0008334-00004

    VIA EDGAR

    February 2, 2021

    Ms. Babette Cooper

    Ms. Jennifer Monick

    Ms. Stacie Gorman

    Ms. Maryse Mills-Apenteng

    Division of Corporation Finance

    Office of Real Estate & Construction

    Securities and Exchange Commission

    100 F Street, N.E.

    Washington, D.C. 20549

    AFC Gamma, Inc. (File No. 333-251762)

    Response to the Staff’s Comments on Registration Statement on Form S-11 Filed on January 22, 2021

    Dear Ms. Cooper, Ms. Monick, Ms. Gorman, and Ms. Mills-Apenteng:

    On behalf of our client, AFC Gamma, Inc., a Maryland corporation (the “Company”), we are hereby submitting to the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) this letter setting forth the
      Company’s responses to the comments contained in the Staff’s letter dated February 1, 2021 regarding the Company’s registration statement on Form S-11 filed via EDGAR to the Commission on January 22, 2021 (the “Registration Statement”).

    Concurrently with the submission of this letter, the Company is filing its amended registration statement on Form S-11 (the “Amended Registration Statement”) and certain exhibits via EDGAR to the Commission for review.

    To facilitate the Staff’s review, we will separately deliver to the Staff five courtesy copies of the Amended Registration Statement, marked to show changes to the Registration Statement, and two copies of the submitted exhibits.

    The Staff’s comments are repeated below in bold and are followed by the Company’s responses. To the extent helpful, we have included page references in the Amended Registration Statement where the language addressing a particular comment appears.
      Capitalized terms used but not otherwise defined herein have the meanings set forth in the Amended Registration Statement.

        Century City  •  Los Angeles  •  Newport Beach  •  New York  •  San Francisco  •  Silicon Valley  •  Washington, DC

        Beijing  •  Brussels  •  Hong Kong  •  London  •  Seoul  •  Shanghai  •  Singapore  •  Tokyo

    Form S-11 filed January 22, 2021

    General

          1.

            We note your response to comment 2 of our letter. Please revise your disclosure to state clearly the terms of the non-binding term sheets.

    The Company acknowledges the Staff’s comment and has revised its disclosure on pages 66 and 67 of the Amended Registration Statement in response to the Staff’s comment.

    Index to the Financial Statements, page F-1

          2.

            We note your response to comment 7. Please address the following:

          •

            In light of the apparent additional funding provided to Private Company A between October 1, 2020 and December 26, 2020, please tell us the estimated loan balance for Private Company A and your estimated total
              assets at December 31, 2020;

    The Company informs the Staff that the loan to Private Company A held at fair value at December 31, 2020 was approximately $31.5 million and the Company’s estimated total assets at December 31, 2020 was approximately $94
      million.

          •

            Provide us with the numerator and denominator used in your calculation that determined that Private Company A is expected to represent approximately 18% of the company's total assets upon consummation of the
              offering;

    The Company informs the Staff that the numerator used to determine that Private Company A is expected to represent approximately 18% of the Company's total assets upon consummation of the offering is the carrying value
      to Private Company A of approximately $31.5 million.  The denominator used in such determination is the estimated total assets upon consummation of the offering of approximately $186.2 million.  The Company respectfully notes that the quotient of
      these figures is less than the 18% that the Company previously estimated.

          •

            Further, please tell us how your denominator was derived. In this regard, please tell us if the denominator reflects proceeds gross or net of commissions and tell us the amount of expected gross offering proceeds
              and offering proceeds net of commissions;

    The Company informs the Staff that the denominator referenced in the Company’s immediately preceding response was derived as the sum of (i) the Company’s pro-forma as adjusted cash and cash equivalents (as calculated as
      set forth under the section titled “Capitalization” in the Amended Registration Statement) of approximately $134.7 million plus (ii) loans and other assets of approximately $51.5 million per the September 30, 2020 audited financial statements, which
      totals approximately $186.2 million in total assets. The Company respectfully notes that the denominator includes approximately $91 million of estimated net proceeds from the offering, after deducting underwriting discounts and commissions and other
      estimated offering expenses payable by the Company of approximately $9 million, based on approximately $100 million in gross offering proceeds (which assumes an initial public offering price of $18.00 per share, which is the mid-point of the
      estimated offering price range set forth on the front cover of the prospectus forming a part of the Amended Registration Statement, and that the underwriters will not exercise their over-allotment option).

      2

          •

            Tell us if the $1.4 million of unfunded commitments is included in the calculation to determine the 18% asset concentration;

    The Company informs the Staff that the unfunded commitment is not included in the calculation to determine the 18% asset concentration. However, if the unfunded commitment for Private Company A were included in the
      calculation, the asset concentration (as otherwise calculated as discussed in the Company’s preceding responses) in Private Company A is still expected to remain below 20% of total assets. The Company informs the Staff that management continues to
      monitor all loans for substantial asset concentration and will, at a minimum, contemplate and evaluate concentrations concerns both at funding/lending of additional amounts to existing borrowers and in the underwriting process and pre-closing
      analysis for new loans.  If a funded loan is expected to exceed the substantial asset concentration threshold at any future reporting date, the Company will include disclosure of the appropriate financial and other information as required for the
      applicable reporting period in which the concentration is identified and has occurred and will continue to disclose the required information for so long as it is required by the Securities and Exchange Commission, including the requirements of Staff
      Accounting Bulletin (SAB 1I), as applicable.

          •

            Confirm whether you intend to further amend the credit agreement with Private Company A or provide additional loan funding to Private Company A or any of its commonly controlled entities in the future;

    The Company informs the Staff that it does not currently plan to further amend the credit agreement with Private Company A or provide additional loan funding to Private Company A or its commonly controlled entities in
      the future.  If the credit agreement is amended or additional loan funding occurs in the future such that the carrying value to Private Company A exceeds 20% of the greater of any applicable offering proceeds or total assets as of the applicable
      reporting date, the loan to Private Company A would be assessed for substantial asset concentration and the Company would disclose the appropriate financial and other information as required by the Securities and Exchange Commission, including the
      requirements of Staff Accounting Bulletin (SAB 1I), as applicable.

      3

          •

            Other than the loan to Private Company A, please tell us if over 20% of offering proceeds have been or will be invested in a single loan or in several loans on related properties to the same or affiliated
              borrowers. To the extent you have or will have such loans, please tell us what consideration you gave to providing financial statements of the properties securing such loans. Your response should address loans funded subsequent to September
              30, 2020 and the eight loans you expect to fund with offering proceeds. Reference is made to SAB Topic 1I;

    The Company informs the Staff that the carrying value of no loan, other than the loan to Private Company A, is over 20% of the offering proceeds as of September 30, 2020. Additionally, the carrying value of no loan
      funded subsequent to September 30, 2020 is over 20% of offering proceeds. Except for the loan to Private Company A, the Company informs the Staff that of the eight loans that the Company expects to fund with offering proceeds, one new loan has a
      potential total funded carrying value in excess of 20% of the offering proceeds. The new loan is represented by a fully-executed non-binding term sheet for a loan with an approximate principal amount of $46 million. The Company notes that if and when
      this loan completes the Company’s underwriting and documentation process, the Company expects to fund approximately $15 million of the aggregate approximate $46 million in principal loan commitment upon closing of the applicable credit facility with
      additional draws on such principal loan commitment expected to occur over the course of the year.  If the funded carrying value were to exceed the greater of 20% of any applicable offering proceeds, at the time of funding, or 20% of total assets as
      of an applicable reporting date, the loan would be assessed for substantial asset concentration and financial and other information would be disclosed as required pursuant to the Company’s obligations under the Securities Exchange Act of 1934, as
      amended or, if applicable, the Securities Act of 1933, as amended, including the requirements of Staff Accounting Bulletin (SAB 1I), as applicable.

          •

            We note your disclosure of the general character of the properties and arrangements of your loan portfolio as of December 26, 2020. Please tell us how you determined it was unnecessary to disclose the general
              character of the properties and arrangements of loans funded subsequent to December 26, 2020, if any, and loans to be funded from offering proceeds. Reference is made to SAB Topic 1I.

    The Company informs the Staff that, other than already contemplated draws of existing loans, there have been no additional loans funded subsequent to December 26, 2020 through the date of this letter.  Of the eight loans
      to be funded from the offering proceeds, four are to existing borrowers for which the specific character of the properties and arrangements of the loans is fully disclosed in the Amended Registration Statement, including under the section titled
      “Prospectus Summary—Our Portfolio.” The remaining four loans expected to be funded from the offering proceeds are represented by fully-executed non-binding term sheets with new borrowers for which the Company has provided additional disclosure
      describing the currently contemplated terms and characteristics of such expected loans in the Amended Registration Statement under the section titled “Use of Proceeds.” The general character of the properties expected to be pledged as collateral for
      these expected new loans is consistent with the disclosed property types pledged as collateral for the Company’s current portfolio, which have been summarized on pages 6 and 7 of the Amended Registration Statement. Additionally, the Company has
      provided additional disclosure describing the expected real estate collateral for each of the expected loans under the section titled “Use of Proceeds” in the Amended Registration Statement. The expected new loans are generally described as
      commercial loans to companies operating in the cannabis industry consistent with our investment strategy with a real estate collateral coverage greater or equal to 1.00x the expected principal amount of such loans.

    *                                        *                                         *

      4

    If you have any questions regarding the Amended Registration Statement, please contact Jeeho Lee by telephone at 212-326-2266 or via e-mail at jeeholee@omm.com or Randolph Yiap, by telephone at 213-430-7780 or via email at ryiap@omm.com, Thomas
      Geoffroy, the Chief Financial Officer of the Company, by telephone at 561-510-2390 or via email at tom@advancedflowercapital.com, or Brandon Hetzel, the Controller of the Company, at 561-510-2390 or via email at brandon@advancedflowercapital.com.

    Very truly yours,

    /s/ Jeeho Lee

    Enclosures

    cc:

    Leonard M. Tannenbaum, Chief Executive Officer and Chairman, AFC Gamma, Inc.

    Thomas Geoffroy, Chief Financial Officer and Treasurer, AFC Gamma, Inc.

    Brandon Hetzel, Controller, AFC Gamma, Inc.

    C. Brophy Christenson, Partner, O’Melveny & Myers LLP

    Randolph Yiap, Associate, O’Melveny & Myers LLP

    Christopher Bellini, Member, Cozen O’ Connor P.C.

  5

United States securities and exchange commission logo
February 1, 2021
Leonard Tannenbaum
Chief Executive Officer
AFC Gamma, Inc.
525 Okeechobee Blvd.
Suite 1770
West Palm Beach, FL 33401
Re:AFC Gamma, Inc.
Amendment No. 1 to Form S-11
Filed January 22, 2021
File No. 333-251762
Dear Mr. Tannenbaum:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our January 19, 2021 letter.
Amendment No. 1 to Form S-11 filed January 22, 2021
General
1.We note your response to comment 2 of our letter. Please revise your disclosure to state
clearly the terms of the non-binding term sheets.
Index to the Financial Statements, page F-1
2.We note your response to comment 7.  Please address the following:
•In light of the apparent additional funding provided to Private Company A between
October 1, 2020 and December 26, 2020, please tell us the estimated loan balance for
Private Company A and your estimated total assets at December 31, 2020;

 FirstName LastNameLeonard  Tannenbaum
 Comapany NameAFC Gamma, Inc.
 February 1, 2021 Page 2
 FirstName LastName
Leonard  Tannenbaum
AFC Gamma, Inc.
February 1, 2021
Page 2
•Provide us with the numerator and denominator used in your calculation that
determined that Private Company A is expected to represent approximately 18% of
the company's total assets upon consummation of the offering;
•Further, please tell us how your denominator was derived. In this regard, please tell
us if the denominator reflects proceeds gross or net of commissions and tell us the
amount of expected gross offering proceeds and offering proceeds net of
commissions;
•Tell us if the $1.4 million of unfunded commitments is included in the calculation to
determine the 18% asset concentration;
•Confirm whether you intend to further amend the credit agreement with Private
Company A or provide additional loan funding to Private Company A or any of its
commonly controlled entities in the future;
•Other than the loan to Private Company A, please tell us if over 20% of offering
proceeds have been or will be invested in a single loan or in several loans on related
properties to the same or affiliated borrowers. To the extent you have or will have
such loans, please tell us what consideration you gave to providing financial
statements of the properties securing such loans. Your response should address loans
funded subsequent to September 30, 2020 and the eight loans you expect to fund with
offering proceeds. Reference is made to SAB Topic 1I;
•We note your disclosure of the general character of the properties and arrangements
of your loan portfolio as of December 26, 2020.  Please tell us how you determined it
was unnecessary to disclose the general character of the properties and arrangements
of loans funded subsequent to December 26, 2020, if any, and loans to be funded
from offering proceeds.  Reference is made to SAB Topic 1I.
            You may contact Babette Cooper at 202-551-3396 or Jennifer Monick at 202-551-3295 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Stacie Gorman at 202-551-3585 or Maryse Mills-Apenteng at 202-551-3457 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Jeeho M. Lee, Esq.

CORRESP
1
filename1.htm

              Correspondence Relating to Amended Registration Statement

              O’Melveny & Myers LLP

              7 Times Square Tower

                New York, NY 10036

              T: +1 212 326 2000

              F: +1 212 326 2061

              omm.com

              File Number:

              0008334-00004

    VIA EDGAR

    January 22, 2021

      Ms. Babette Cooper

      Ms. Jennifer Monick

      Ms. Stacie Gorman

      Ms. Maryse Mills-Apenteng

      Division of Corporation Finance

      Office of Real Estate & Construction

      Securities and Exchange Commission

      100 F Street, N.E.

      Washington, D.C. 20549

    AFC Gamma, Inc. (File No. 333-251762)

    Response to the Staff’s Comments on Registration Statement on Form S-11 Filed on December 28, 2020

    Dear Ms. Cooper, Ms. Monick, Ms. Gorman, and Ms. Mills-Apenteng:

    On behalf of our client, AFC Gamma, Inc., a Maryland corporation (the “Company”), we are hereby submitting to the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) this letter setting forth the
      Company’s responses to the comments contained in the Staff’s letter dated January 19, 2021 regarding the Company’s registration statement on Form S-11 filed via EDGAR to the Commission on December 28, 2020 (the “Registration Statement”).

    Concurrently with the submission of this letter, the Company is filing its amended registration statement on Form S-11 (the “Amended Registration Statement”) and certain exhibits via EDGAR to the Commission for review.

    To facilitate the Staff’s review, we will separately deliver to the Staff five courtesy copies of the Amended Registration Statement, marked to show changes to the Registration Statement, and two copies of the submitted exhibits.

    The Staff’s comments are repeated below in bold and are followed by the Company’s responses. To the extent helpful, we have included page references in the Amended Registration Statement where the language addressing a particular comment appears.
      Capitalized terms used but not otherwise defined herein have the meanings set forth in the Amended Registration Statement.

    Century City  •  Los Angeles  •  Newport Beach  •  New York  •  San Francisco  •  Silicon Valley  •  Washington, DC

    Beijing  •  Brussels  •  Hong Kong  •  London  •  Seoul  •  Shanghai  •  Singapore  •  Tokyo

    Form S-11 filed December 28, 2020

    General

              1.

              We note your response to comment 1 of our letter. Please note that we referred your response to the Division of Investment Management and may have further comment.

    The Company acknowledges the Staff’s comment.

              2.

              We note your response to comment 2 and we reissue our comment. As you recently commenced operations on July 31, 2020, you do not have a significant track record at this time for investors to make an informed
                decision. We further note that you do not appear to have executed agreements with respect to 75% of the proceeds. We are therefore not able to agree with your assertion that you are not subject to Guide 5 and reissue our comment.
                Accordingly, please tell us how you considered the applicability of Industry Guide 5, or revise to provide the disclosure required by Industry Guide 5. See Securities Act Release 33-6900 (June 17, 1991), Industry Guide 5 and CF Disclosure
                Guidance: Topic No. 6 for guidance.

      While Guide 5 by its terms applies to real estate limited partnerships, the Company acknowledges that Release 33-6900 provides that the requirements of Guide 5 “should be
        considered, as appropriate, in the preparation of registration statements for real estate investment trusts.” In practice, the Commission has requested Guide 5 disclosure for initial public offerings by newly formed real estate investment trusts
        where more than 25% of the offering proceeds are not identified in the use of proceeds disclosure to specific assets and CF Disclosure Guidance: Topic No. 6 indicates that if a registrant does not yet own “real estate assets, has no operating
        history and has not identified any specific assets to acquire with the offering proceed . . .” then certain Guide 5 disclosure requirements would apply.  The Company respectfully submits that Guide 5 disclosure is not necessary or appropriate for
        its offering because (i) it is not newly formed and has an existing portfolio consisting of the same type of loans that the Company intends to fund with the offering proceeds and has a meaningful period of reported historical operations and (ii)
        the assets in which the Company will invest the offering proceeds have been sufficiently identified and described.

      The Company respectfully submits that even though it commenced operations in July 2020, it has developed a substantial loan portfolio consisting of the same type of loans
        that the Company intends to fund with the offering proceeds and significant details regarding its current portfolio are described in the Amended Registration Statement. As of December 26, 2020, its portfolio was comprised of loans totaling
        approximately $92.5 million in total principal amount.

        2

      Further, as disclosed in “Use of Proceeds,” the Company intends to use at least 75% of the net proceeds from the offering to fund loans related to unfunded commitments to
        existing borrowers, Public Company C, Private Company A, Private Company B and Private Company C (each as defined in the Amended Registration Statement), in an aggregate principal amount of approximately $19.8 million, and to originate and
        participate in commercial loans to companies operating in the cannabis industry that are consistent with its investment strategy. In “Use of Proceeds,” the Company specifies the key terms of the various unfunded commitments and fully executed,
        non-binding term sheets related to current financing arrangements the Company intends to fund utilizing proceeds from this offering.  The Company provides the following details regarding such commitments and term sheets: expected approximate
        aggregate principal amount, weighted average OID range, weighted average cash interest rate range, weighted average paid-in-kind interest range, percentage of loans with floating rate interest range, percentage of loans with amortization during
        term range, percentage of loans with prepayment penalty range, weighted average unused loan fee range, weighted average yield-to-maturity internal rates of return range and real estate collateral coverage range.  The Company believes this level of
        detail regarding the loans that it intends to fund with at least 75% of its offering proceeds is consistent with the accepted approach taken by the registrant, Great Ajax Corp., a mortgage REIT which provided information regarding characteristics
        of the loans that it intended to acquire with at least 75% of its offering proceeds and for which it did not have binding definitive agreements and operated for seven months prior to the effectiveness of its initial public offering.

      The Company passes on a significant number of lending opportunities during the Company’s origination process prior to the full execution of a term sheet, such as the ones
        described in “Use of Proceeds.”  These term sheets were executed by both parties after approximately two to three months of negotiations between the Company and the borrower, on average.  The execution of the term sheets subjects both parties to
        the implied covenant of good faith to consummate the loans.  Additionally, as binding terms of these term sheets, the borrowers have each entered into periods of exclusivity with respect to such proposed loans, with three of the four borrowers
        paying expense deposits to cover the direct costs of the Company’s due diligence and underwriting process.  While the closing of these loans is subject to the satisfactory completion of its underwriting and due diligence processes, definitive
        documentation and final approval by the investment committee, the Company expects to consummate a significant portion of these loans, given its historical rate of converting approximately 90% of its fully-executed non-binding term sheets into
        loans.  The Company considers this rate in its capital allocation planning process to ensure adequate capability to fund its anticipated loan portfolio.  The Company does not execute final documentation unless it is able to confirm it has the
        ability to fund its loans.  Further, the Company’s reputation with future clients would be damaged if it did not operate in good faith to consummate these term sheets.  Based on an assessment of all of the above facts and circumstances, the Company
        believes that a potential investor would be able to identify the specific assets in which the Company intends to invest at least 75% of the net offering proceeds, even if only 90% of the expected aggregate principal amount of the term sheets was
        funded.  As a result, the Company believes the disclosure regarding its current significant loan portfolio, unfunded commitments and fully-executed non-binding term sheets mitigates any risks associated with an investment in a “blind pool.”

              3.

              We note assumption 5 in the draft legal opinion. This is an improper assumption as it assumes the number of shares that will be available for issuance. Please have counsel revise the legal opinion to delete the
                assumption and to clarify separately that, as of the date of the opinion, you have a sufficient number of authorized shares. Refer to the Division of Corporation Finance’s Staff Legal Bulletin No. 19 for guidance.

    The Company respectfully submits that assumption 5 in the draft Exhibit 5 opinion to be delivered by Venable LLP (“Maryland Counsel”) does not assume that the Company has sufficient authorized shares
      available for issuance.  Rather, as Staff Legal Bulletin No. 19 acknowledges may be appropriate or necessary, assumption 5 simply notes that the Board of Directors of the Company, or a pricing committee thereof, will take action necessary to set the
      sales price of the shares and the actual number of shares consistent with the Board resolutions reviewed and referenced in document 5 on page 1 of the opinion.  Such pricing action will be taken following the filing of the opinion as an exhibit to
      the Company’s registration statement and prior to effectiveness. Thus, Maryland Counsel has advised that it believes that assumption 5 is appropriate and consistent with the assumption language in footnote 33 of Staff Legal Bulletin No. 19. Maryland
      Counsel also has advised that this form of opinion is also consistent with the legality opinions that such counsel has provided for initial public offerings by other REITs.

      3

              4.

              Pleas revise your risk factor disclosure to comply with Item 105 of Regulation S-K.

    The Company acknowledges the Staff’s comment and has revised its risk factor disclosure to include a “General Risk Factor” section at the end of its risk factor disclosure beginning on page 61 of the Amended Registration
      Statement in response to the Staff’s comment. The Company respectfully submits that the Amended Registration Statement is in compliance with Item 105 of Regulation S-K.

    Recent Developments, page 12

              5.

              We note your disclosure that there will be a seven-for-one stock split of your common stock, which will occur immediately prior to consummation of this offering. Please clarify for us and in your filing if the
                stock split will occur immediately before, at, or after the effectiveness of the registration statement. We may have further comment.

    The Company acknowledges the Staff’s comment and advises the Staff that the Company’s Board of Directors has since authorized the seven-for-one stock split to become effective January 25, 2021, prior to the effectiveness
      of the registration statement. Prior to the effectiveness of the registration statement, the Company plans to file a further amended registration statement to update its financial statements to reflect the retrospective effect of the stock split.

    Management Compensation, page 125

              6.

              We note your response to comment 11 of our letter. In addition to the information provided, please provide a summary compensation table. In the table, please ensure that you disclose all fees to be paid to your
                manager, including, but not limited to, the syndication fee, structuring fee, diligence fee, monitoring fee, and agency fee. Additionally, please explain the services that the manager will provide in order to receive these fees and how
                these services are distinct from the services covered under the management fee. Please refer to Item 4 of Industry Guide 5 for guidance.

    The Company acknowledges the Staff’s comment and advises the Staff that the Company has revised its summary compensation table on page 131 of the Amended Registration Statement in response to the Staff’s comment. The
      Company notes that the compensation to be received by the Manager in connection with the management agreement, by and between the Manager and the Company, as amended and restated upon the consummation of the offering (the “Management Agreement”),

      consist of (i) Base Management Fees, (ii) Incentive Compensation and (iii) certain expense reimbursements. Additionally, the Company notes that upon the consummation of this offering, the Management Agreement will be amended and restated to provide
      that the Base Management Fee will be reduced by 50% of certain other fees received from third parties by the Manager resulting from the investment advisory services and general management services rendered by the Manager to the Company, which the
      Company refers to as the Base Management Fee Rebate. The Company notes to the Staff that a description of each of the foregoing compensatory items, including the Base Management Fee Rebate, is included in the “Management Compensation” section
      beginning on page 129 of the Amended Registration Statement, including the terms of applicable formulas and illustrative examples. The Company has also revised its summary compensation table to include footnotes explaining the various fees that may
      factor into the Base Management Fee Rebate calculation, including syndication fees, structuring fees, diligence fees, monitoring fees and agency fees. However, as specified in the footnotes to the revised summary compensation table, the Company notes
      that the Base Management Fee Rebate has historically consisted solely of agency fees charged to its borrowers and paid to the Manager for the Manager’s role as agent to the lenders under the applicable credit agreements, and the Company expects that
      the Base Management Fee Rebate will continue to consist primarily of agency fees for the foreseeable future.

    Proposed Disclosure:

      Summary Compensation Table

               For the period from July 31, 2020

                  (date of commencement of operations)

                  to September 30, 2020(1)

               Gross Base Management Fee

              $
              226,234

                 Base Management Fee Rebate(2)

              84,167

               Base Management Fees

              $
              142,067

               Incentive Compensation(3)

              $
              –

               Expense Reimbursement

              $
              165,434

               Total

              $
              307,501

United States securities and exchange commission logo
January 19, 2021
Leonard Tannenbaum
Chief Executive Officer
AFC Gamma, Inc.
525 Okeechobee Blvd.
Suite 1770
West Palm Beach, FL 33401
Re:AFC Gamma, Inc.
Form S-11
Filed December 28, 2020
File No. 333-251762
Dear Mr. Tannenbaum:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Form S-11 filed December 28, 2020
General
1.We note your response to comment 1 of our letter.  Please note that we referred your
response to the Division of Investment Management and may have further comment.
2.We note your response to comment 2 and we reissue our comment.  As you recently
commenced operations on July 31, 2020, you do not have a significant track record at this
time for investors to make an informed decision. We further note that you do not appear to
have executed agreements with respect to 75% of the proceeds.  We are therefore not able
to agree with your assertion that you are not subject to Guide 5 and reissue our comment.
Accordingly, please tell us how you considered the applicability of Industry Guide 5, or

 FirstName LastNameLeonard  Tannenbaum
 Comapany NameAFC Gamma, Inc.
 January 19, 2021 Page 2
 FirstName LastNameLeonard  Tannenbaum
AFC Gamma, Inc.
January 19, 2021
Page 2
revise to provide the disclosure required by Industry Guide 5.  See Securities Act Release
33-6900 (June 17, 1991), Industry Guide 5 and CF Disclosure Guidance: Topic No. 6 for
guidance.
3.We note assumption 5 in the draft legal opinion.  This is an improper assumption as it
assumes the number of shares that will be available for issuance.  Please have counsel
revise the legal opinion to delete the assumption and to clarify separately that, as of the
date of the opinion, you have a sufficient number of authorized shares.  Refer to the
Division of Corporation Finance’s Staff Legal Bulletin No. 19 for guidance.
4.Pleas revise your risk factor disclosure to comply with Item 105 of Regulation S-K.
Recent Developments, page 12
5.We note your disclosure that there will be a seven-for-one stock split of your common
stock, which will occur immediately prior to consummation of this offering.  Please
clarify for us and in your filing if the stock split will occur immediately before, at, or after
the effectiveness of the registration statement.  We may have further comment.
Management Compensation, page 125
6.We note your response to comment 11 of our letter.  In addition to the information
provided, please provide a summary compensation table.  In the table, please ensure that
you disclose all fees to be paid to your manager, including, but not limited to, the
syndication fee, structuring fee, diligence fee, monitoring fee, and agency fee.
Additionally, please explain the services that the manager will provide in order to receive
these fees and how these services are distinct from the services covered under the
management fee.  Please refer to Item 4 of Industry Guide 5 for guidance.
Index to the Financial Statements, page F-1
7.We note your response to our comment 16.  Please address the following:
•Please clarify for us how you determined that you do not have a substantial asset
concentration in properties securing loans.  Reference is made to SAB 1I.
•Please clarify your statement that the loans are not secured or repaid by operating
properties.  In this regard, please reconcile this statement to your additional statement
that you make loans which are secured by multiple collateral sources, including
mortgages on the borrower's real estate and to your disclosure throughout your filing
of real estate collateral.
•Please clarify your statement that the properties are not operating properties in the
sense of a traditional mortgage.  In this regard, please tell us if there is not any
operating activity occurring at these properties.
•We note in your response that you have provided a narrative description of the
general character of the properties.  Please clarify for us where you have disclosed the
property types and locations for the properties securing the loans.

 FirstName LastNameLeonard  Tannenbaum
 Comapany NameAFC Gamma, Inc.
 January 19, 2021 Page 3
 FirstName LastName
Leonard  Tannenbaum
AFC Gamma, Inc.
January 19, 2021
Page 3
            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.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Babette Cooper at 202-551-3396 or Jennifer Monick at 202-551-3295 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Stacie Gorman at 202-551-3585 or Maryse Mills-Apenteng at 202-551-3457 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Jeeho M. Lee, Esq.

CORRESP
1
filename1.htm

    VIA EDGAR

    December 28, 2020

    Ms. Babette Cooper

    Ms. Jennifer Monick

    Ms. Stacie Gorman

    Ms. Maryse Mills-Apenteng

    Division of Corporation Finance

    Office of Real Estate & Construction

    Securities and Exchange Commission

    100 F Street, N.E.

    Washington, D.C. 20549

    AFC Gamma, Inc. (CIK No. 0001822523)

    Response to the Staff’s Comments on the Draft Registration Statement on Form S-11 Confidentially Submitted on November 20, 2020

    Dear Ms. Cooper, Ms. Monick, Ms. Gorman, and Ms. Mills-Apenteng:

    On behalf of our client, AFC Gamma, Inc., a Maryland corporation (the “Company’’), we are hereby submitting to the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) this letter setting forth the
      Company’s responses to the comments contained in the Staff’s letter dated December 17, 2020 regarding the Company’s draft registration statement on Form S-11 confidentially submitted via EDGAR to the Commission on November 20, 2020 (the “Draft
        Registration Statement”).

      Concurrently with the submission of this letter, the Company is filing its revised registration statement on Form S-11 (the “Revised Registration Statement”) and certain exhibits via EDGAR to the Commission for
        review. Additionally, the Company respectfully submits for the Staff’s supplemental review (i) a draft of the Opinion of Venable LLP to be filed as Exhibit 5.1 to the Company’s registration statement on Form S-11, attached hereto as Annex A, and
        (ii) a draft of the Opinion of O’Melveny & Myers LLP with respect to tax matters to be filed as Exhibit 8.1 to the Company’s registration statement on Form S-11, attached hereto as Annex B.

    To facilitate the Staff’s review, we have separately delivered to the Staff today five courtesy copies of the Revised Registration Statement, marked to show changes to the Draft Registration Statement, and two copies of the submitted exhibits.

    The Staff’s comments are repeated below in bold and are followed by the Company’s responses. We have included page references in the Revised Registration Statement where the language addressing a particular comment appears. Capitalized terms used
      but not otherwise defined herein have the meanings set forth in the Revised Registration Statement.

    Draft Registration Statement on Form S-11

    General

          1.

            We note that you and your subsidiaries intend to operate your business in a manner that will permit you to maintain exemptions from registration under the Investment Company Act of 1940. Please provide us with a
              detailed analysis of these exemptions and how your investment strategy will support these exemptions. Further, please note that we will refer your response to the Division of Investment Management for further review.

    The Company respectfully advises the Staff as follows. The Company intends to operate its business in a manner that will permit the Company to maintain an exemption from registration as an investment company under the
      Investment Company Act of 1940, as amended (the “Investment Company Act”). The Company will not be engaged primarily, or holding itself out as being engaged primarily, in the business of investing, reinvesting or trading in securities, as
      described in Section 3(a)(1)(A) of the Investment Company Act. Rather, the Company will be primarily engaged in non-investment company businesses related to commercial real estate financing and other related activities.

    The Company will rely on the exemption provided for in Section 3(c)(5)(C) of the Investment Company Act (“Section 3(c)(5)(C)”), based upon no-action positions taken by the Staff and interpretive guidance provided
      by the Commission and its Staff. Section 3(c)(5)(C) excludes from the definition of “investment company” any issuer that (a) is engaged primarily in the business of “purchasing or otherwise acquiring mortgages and other liens on and interests in real
      estate” and (b) does not issue redeemable securities.

     Company’s Operations and Assets

    To qualify for the exemption pursuant to Section 3(c)(5)(C) of the Investment Company Act, a company generally is required to hold at least (i) 55% of its assets in “qualifying” real estate assets, (ii) 80% of its assets
      in “qualifying” real estate assets and real estate-related assets and (iii) no more than 20% of the value of its assets in assets other than qualifying assets and real-estate related assets. The Commission and its Staff, in interpretive guidance and
      no-action letters, have indicated that whole mortgage loans that are fully secured by real property, certain participations in whole mortgage loans, and certain other types of real-estate related loans in which the Company may invest are qualifying
      assets, along with fee interests in real property. To ensure that the Company will be eligible for the Section 3(c)(5)(C) exemption, the Company intends to conduct its operations so that it will primarily own investments of the types listed above
      consistent with the limits the Staff has established in no-action letters and other interpretive guidance.

     Redeemable Securities

      For purposes of Section 3(c)(5)(C), the Investment Company Act defines “redeemable securities” as any security, other than short-term paper, under the terms of which the holder, upon its presentation to the issuer or to a person designated by the
      issuer, is entitled (whether absolutely or only out of surplus) to receive approximately his or her proportionate share of the issuer’s current net assets, or the cash equivalent thereof. The Company has not issued, and does not intend to issue in
      the future, any such securities redeemable at the option of the holder.

      The Company respectfully takes the position that it should be able to avail itself of the Section 3(c)(5)(C) exemption because (i) it is engaged primarily in the business of “purchasing or otherwise acquiring mortgages and other liens on and interest
      in real estate,” in accordance with the interpretive guidance and no-action letters of the Commission and its Staff and (ii) it does not, and does not intend to, issue redeemable securities.

          2.

            We note that you intend to operate in a manner that will allow you to qualify as a real estate investment trust. You state on page 59 that you intend to use the net proceeds from the offering to acquire your
              target assets in a manner consistent with your investment strategy. It does not appear that you have identified any mortgage-related assets to acquire with a significant portion of the net proceeds of the offering. As a result, your offering
              appears to constitute a “blind pool” offering. Accordingly, please tell us how you considered the applicability of Industry Guide 5, or revise to provide the disclosure required by Industry Guide 5. See Securities Act Release 33-6900 (June
              17, 1991), Industry Guide 5 and CF Disclosure Guidance: Topic No. 6 for guidance.

    While Industry Guide 5 by its terms applies to real estate limited partnerships, the Company acknowledges that Securities Act Release 33-6900 provides that the requirements of Industry Guide 5 “should be considered, as
      appropriate, in the preparation of registration statements for real estate investment trusts.” The Company also understands that the Commission and its Staff have in practice extended the application of Industry Guide 5 to a registration statement
      for an initial public offering by a real estate investment trust that has no operating history if the registration statement does not specify the use of at least 75% of the
        expected proceeds of the offering, which is otherwise known as a “blind pool” offering, since prospective investors will not for the most part know which assets will be acquired by the registrant.

    The Company does not believe that it is registering as a “blind pool” offering and respectfully submits that Industry Guide 5 disclosure is not necessary or appropriate for its offering because (i) the Company currently
      has a meaningful existing portfolio consisting of the same types of assets that it intends to invest in with the offering proceeds, and (ii) the types of assets in which the Company will invest the offering proceeds will have been sufficiently
      identified and described at the time the Company request effectiveness of the registration statement.

    The Company has included in the Revised Registration Statement updated portfolio information. As indicated in the Revised Registration Statement, the Company has a sizeable existing loan portfolio and investment
      pipeline. The disclosure in the “Use of Proceeds” section on page 64 has been revised to indicate that the Company intends to use more than 75% of the net proceeds of the offering to (i) fund loans related to unfunded loan commitments to existing
      borrowers and (ii) originate and participate in commercial loans to companies operating in the cannabis industry that are consistent with its investment strategy and therefore of the same type of assets that currently comprise its existing loan
      portfolio. The Company has further revised such disclosure to provide summarized and aggregated metrics regarding the anticipated loans currently in its investment pipeline that it expects to fund with the net proceeds of the offering. This
      information includes, among other things, an overview of the following characteristics of the anticipated loan portfolio: (i) weighted average OID range, (ii) weighted average cash interest rate range, (iii) weighted average PIK interest rate range,
      (iv) weighted average unused loan fee range, (v) weighted average YTM IRR range and (vi) real estate collateral coverage range. Although, other than the anticipated loans related to the unfunded loan commitments to existing borrowers, the Company has
      not entered into binding definitive commitments for the loans in its anticipated loan portfolio, the Company has executed non-binding term sheets in connection with such loans and has entered into a period of exclusivity (ranging from 45 to 60 days)
      with respect to the negotiation of such loans, with two of the three prospective borrowers paying expense deposits to cover the direct costs of the Company’s due diligence and underwriting process. While no assurance can be given that any of the
      anticipated loans will close on the anticipated terms or at all, the Company believes that an investor in the offering will have available to it sufficient information at the time it makes an investment decision about the Company’s existing loan
      portfolio and the types of investments the Company intends to make such that the investor will not be exposed to the risks associated with an investment in a “blind pool” offering.

    Proposed Disclosure:

      We intend to use the net proceeds received from this offering (i) to repay any borrowings that are outstanding under our Revolving Credit Facility at consummation of this offering, if any, (ii) to fund loans related to unfunded commitments to
        existing borrowers, Public Company C, Private Company A, Private Company B and Private Company C, in an aggregate principal amount of approximately $19.8 million, (iii) to originate and participate in commercial loans to companies operating in the
        cannabis industry that are consistent with our investment strategy and (iv) for working capital and other general corporate purposes. We expect that more than 75% of our net proceeds received from this offering will be used as specified in clauses
        (ii) and (iii) of the foregoing sentence to complete funding of loans with the following anticipated characteristics:

                Loans Expected to Be Funded with Net Proceeds(1)

                No. of Loans

                ​

                ​

                7

                Expected Aggregate Principal Amount

                ​

                ​

                $80.0 - $90.0 million

                Wtd. Average OID Range

                ​

                ​

                2.0% - 6.0%

                Wtd. Average Cash Interest Rate Range

                ​

                ​

                12.0% - 14.0%

                Wtd. Average PIK Interest Range

                ​

                ​

                2.0% - 4.0%

                Percentage of Loans with Floating Rate Interest Range

                ​

                ​

                75.0% - 100.0%

                Percentage of Loans with Amortization During Term Range

                ​

                ​

                90.0% - 100.0%

                Percentage of Loans with Prepayment Penalty Range

                ​

                ​

                75.0% - 100.0%

                Wtd. Average Unused Loan Fee Range

                ​

                ​

                1.0% - 5.0%

                Wtd. Average YTM IRR Range

                ​

                ​

                17.0% - 25.0%

                Real Estate Collateral Coverage Range

                ​

                ​

                1.00x - 2.08x

              (1)

              The above table provides a summary of various unfunded commitments and non-binding term sheets relating to current financing arrangements we intend to fund utilizing proceeds from this offering, subject
                to the closing of the loans subject to term sheets. Other than the unfunded commitments to existing borrowers, Public Company C, Private Company A, Private Company B and Private Company C, representing an aggregate principal amount of
                approximately $19.8 million, we have not entered into binding definitive commitments relating to these loans. As of December 26, 2020, we have executed non-binding term sheets in connection with three loans representing approximately $62.7
                million of anticipated loan commitments and have each entered into a period of exclusivity (ranging from 45 to 60 days) with respect to such proposed loans with two of the three prospective borrowers paying us expense deposits to cover the
                direct costs of our due diligence and underwriting process. We are currently completing our underwriting process and negotiating definitive loan documents for each of these three potential loan investments. However, these three potential
                loans remain subject to satisfactory completion of our underwriting and due diligence processes, definitive documentation and final approval by the Investment Committee. As a result, no assurance can be given that any of these potential
                loans will close on the anticipated terms or at all. If these potential loans do not close, we intend to use the proceeds from this offering to originate and participate in other commercial loans to companies operating in the cannabis
                industry that are consistent with our investment strategy, which we would expect to have similar characteristics as the terms reflected in this table.

    Cover Page

          3.

            Please add a summary risk factor to disclose if true, that there is no limit on the amount of leverage you may incur, and also that you may pay distributions from offering proceeds, borrowings, or the sale of
              assets to the extent distributions exceed earnings or cash flows from operations.

    The Company has revised its disclosure on the cover page and in the “Risk Factors” section on pages 40 and 59  of the Revised Registration Statement in response to the Staff’s comment.

    Proposed Disclosure:

    Cover Page

               •
              We may incur significant debt, and our governing documents and current credit facility

United States securities and exchange commission logo
December 17, 2020
Leonard Tannenbaum
Chief Executive Officer
AFC Gamma, Inc.
525 Okeechobee Blvd.
Suite 1770
West Palm Beach, FL 33401
Re:AFC Gamma, Inc.
Draft Registration Statement on Form S-1
Submitted November 20, 2020
CIK No. 0001822523
Dear Mr. Tannenbaum:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement filed November 20, 2020
General
1.We note that you and your subsidiaries intend to operate your business in a manner that
will permit you to maintain exemptions from registration under the Investment Company
Act of 1940.  Please provide us with a detailed analysis of these exemptions and how your
investment strategy will support these exemptions.  Further, please note that we will refer
your response to the Division of Investment Management for further review.

 FirstName LastNameLeonard  Tannenbaum
 Comapany NameAFC Gamma, Inc.
 December 17, 2020 Page 2
 FirstName LastNameLeonard  Tannenbaum
AFC Gamma, Inc.
December 17, 2020
Page 2
2.We note that you intend to operate in a manner that will allow you to qualify as a real
estate investment trust.  You state on page 59 that you intend to use the net proceeds from
the offering to acquire your target assets in a manner consistent with your investment
strategy.  It does not appear that you have identified any mortgage-related assets to
acquire with a significant portion of the net proceeds of the offering.  As a result, your
offering appears to constitute a "blind pool" offering.  Accordingly, please tell us how you
considered the applicability of Industry Guide 5, or revise to provide the disclosure
required by Industry Guide 5.  See Securities Act Release 33-6900 (June 17, 1991),
Industry Guide 5 and CF Disclosure Guidance: Topic No. 6 for guidance.
Cover Page
3.Please add a summary risk factor to disclose if true, that there is no limit on the amount of
leverage you may incur, and also that you may pay distributions from offering proceeds,
borrowings, or the sale of assets to the extent distributions exceed earnings or cash flows
from operations.
Prospectus Summary
Overview, page 1
4.We note your disclosure on page 70 that, in addition to originating loans, you may acquire
loans.  Additionally, we note your statement on page 25 that your borrowers may incur
debt obligations that are senior to your position.  Please revise your disclosure to discuss
these aspects of your business.
Our Portfolio, page 4
5.For each entity that you have loaned money to, please tell us what consideration you gave
to disclosing the names of the entities and the states in which they operate, to the extent
the information has been omitted.  Additionally, to the extent an entity has an associated
PIK interest payment to make, please explain how they intend to pay this interest "in
kind."  Please ensure that you define all acronyms where you first use them, such as IRR
and YTM.  For loans made for the purposes of construction, please clearly identify those
loans and disclose the anticipated completion date(s).
Our Growth Strategy, page 9
6.We note that you have retained Murray Devine as your independent third-party valuation
firm.  Please file the consent for this firm.  Please refer to Section 7(a) and Rule 436 of the
Securities Act.  Additionally, we note on page 12 that you refer to a third-party valuation
firm that is not identified.  Please tell us what consideration you have given to identifying
the third party expert and filing its consent.

 FirstName LastNameLeonard  Tannenbaum
 Comapany NameAFC Gamma, Inc.
 December 17, 2020 Page 3
 FirstName LastNameLeonard  Tannenbaum
AFC Gamma, Inc.
December 17, 2020
Page 3
COVID-19, page 12
7.We note your disclosure that the entities to which you have made loans were considered
essential.  Please disclose clearly whether Covid-19 has impacted the ability of any of
your borrowers to repay their loans in a timely fashion, and if any have not been able to
make timely payments, to the extent material, please quantify the amount they are in
arrears and disclose whether you have granted any concessions.
Use of Proceeds, page 59
8.We note your disclosure that you intend to use proceeds from this offering to repay the
Revolving Credit Facility.  However, your disclosure on page 2 and elsewhere indicates
that there are no borrowings outstanding as of November 15, 2020.  Please update your
disclosure as appropriate to address this discrepancy.
Dilution, page 62
9.Please revise your table on page 62 to show the increase in net tangible book value that
results from the pro forma transactions separately from the increase attributable to this
offering.
Our Manager and our Management Agreement
Termination for Cause, page 110
10.We note your disclosure that you may terminate your manager for cause upon 30 days
prior written notice and we further note clause (v) in the first paragraph in this section.
Please add risk factor disclosure that your manager will remain on for 30 days even if it
commits fraud or engages in other criminal activities.
Management Compensation, page 114
11.Please provide a summary compensation table.  In the table, please ensure that you
disclose all fees to be paid to your manager, including, but not limited to, the syndication
fee, structuring fee, diligence fee, monitoring fee, and agency fee.  Additionally, please
explain the services that the manager will provide in order to receive these fees and how
these services are distinct from the services covered under the management fee.
12.Given the complexity of the incentive fee calculation, please provide a detailed
hypothetical example.
Principal Stockholders, page 118
13.Please disclose the natural person or persons who exercise the sole or shared voting and/or
dispositive powers with respect to shares held by the entities listed in the table.

 FirstName LastNameLeonard  Tannenbaum
 Comapany NameAFC Gamma, Inc.
 December 17, 2020 Page 4
 FirstName LastNameLeonard  Tannenbaum
AFC Gamma, Inc.
December 17, 2020
Page 4
Potential Conflicts of Interest, page 121
14.We note your disclosure on page 43 and elsewhere that the officers of your manager
manage other investment vehicles and that those entities may compete with you for
investments.  Please add risk factor disclosure to address the risk of your manager or its
officers being internalized or acquired by another entity for which they provide services.
Exclusive Forum for Certain Litigation , page 136
15.We note your disclosure that certain litigation may only be brought in specific courts in
Maryland.  Please disclose whether this provision applies to actions arising under the
Securities Act or Exchange Act.  In that regard, we note that Section 27 of the Exchange
Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or
liability created by the Exchange Act or the rules and regulations thereunder, and Section
22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all
suits brought to enforce any duty or liability created by the Securities Act or the rules and
regulations thereunder.  If the provision applies to Securities Act claims, please also revise
your prospectus to state that there is uncertainty as to whether a court would enforce such
provision and that investors cannot waive compliance with the federal securities laws and
the rules and regulations thereunder.  If this provision does not apply to actions arising
under the Securities Act or Exchange Act, please also ensure that the exclusive forum
provision in the governing documents states this clearly, or tell us how you will inform
investors in future filings that the provision does not apply to any actions arising under the
Securities Act or Exchange Act.  Please add risk factor disclosure as appropriate.
Index to the Financial Statements, page F-1
16.In light of your investments in loans collateralized by real estate, please tell us what
consideration you gave to providing financial statements and/or a narrative description of
the general character of the properties securing these loans.  Reference is made to SAB 1I.
2. Significant Accounting Policies
Interest reserves, page F-11
17.We note you recorded $1.4 million in interest reserves as of September 30, 2020.  Please
clarify for us how you determined it was appropriate to reflect this item as a liability and
to recognize income for this component.  Further, please clarify for us and in your filing
how you will record income for this component and tell us your basis for this accounting.
Within your response, please reference the authoritative accounting literature management
relied upon.
4. Loan receivable at carrying value, page F-13
18.Please revise to include the disclosures required by ASC 326-20-50 or tell us how you
determined such disclosures are not necessary.

 FirstName LastNameLeonard  Tannenbaum
 Comapany NameAFC Gamma, Inc.
 December 17, 2020 Page 5
 FirstName LastName
Leonard  Tannenbaum
AFC Gamma, Inc.
December 17, 2020
Page 5
13. Related Party Transactions
Management Agreement, page F-18
19.We note your footnote disclosure that your management fee is equal to 0.4375% of the
Company's equity.  This percentage does not appear to be consistent with the 0.375%
disclosed on page 8 of your filing.  Please revise or advise.
Investments in Loans, page F-19
20.We note your disclosure that you may receive the option to assign the right to acquire
warrants and/or equity of the borrower.  We further note your disclosure that you sold
such rights in October and November of 2020.  To the extent you held these rights at
September 30, 2020, please tell us how you accounted for the rights at September 30,
2020.  Within your response, please reference the accounting literature management relied
upon.
            You may contact Babette Cooper at 202-551-3396 or Jennifer Monick at 202-551-3295 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Stacie Gorman at 202-551-3585 or Maryse Mills-Apenteng at 202-551-3457 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Jeeho M. Lee, Esq.