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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.
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,
FirstName LastNameLeonard Tannenbaum
Division of
Corporation Finance
Comapany NameAFC Gamma, Inc.
Office of Real
Estate & Construction
February 16, 2021 Page 2
cc: Jeeho M. Lee, Esq.
FirstName LastName