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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.
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,
FirstName LastNameLeonard Tannenbaum
Division of
Corporation Finance
Comapany NameAFC Gamma, Inc.
Office of Real
Estate & Construction
February 10, 2021 Page 2
cc: Jeeho M. Lee, Esq.
FirstName LastName