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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;
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,
FirstName LastNameLeonard Tannenbaum
Division of
Corporation Finance
Comapany NameAFC Gamma, Inc.
Office of Real
Estate & Construction
February 1, 2021 Page 2
cc: Jeeho M. Lee, Esq.
FirstName LastName