As filed with the Securities and Exchange Commission on January 10, 2022

Registration No. 333-254480

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REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

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(Exact name of registrant as specified in its charter)

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525 Okeechobee Blvd., Suite 1770

West Palm Beach, FL 33401

(561) 510-2390

(Address, including zip code, of Principal Executive Offices)

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AFC Gamma, Inc.

Stock Incentive Plan

 (Full title of the plan)

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Leonard M. Tannenbaum

Chief Executive Officer

AFC Gamma, Inc.

525 Okeechobee Blvd., Suite 1770

West Palm Beach, FL 33401

(561) 510-2390

(Name, address and telephone number, including area code, of agent for service)

COPY TO:

C. Brophy Christensen, Esq.

Jeeho M. Lee, Esq.

O’Melveny & Myers LLP

Times Square Tower

7 Times Square

New York, New York 10036

(212) 326-2000

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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.    ☐

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EXPLANATORY NOTE

This Post-Effective Amendment No. 1 relates to the registration statement filed on Form S-8, File No. 333-254480 (the “Registration Statement”), filed with the Securities and Exchange Commission (the “Commission”) on March 19, 2021 by AFC Gamma, Inc., a Maryland corporation (the “Registrant”), registering the offer and sale of 2,100,000 shares of common stock, $0.01 par value per share, for issuance under the Registrant’s Plan (as defined in the Registration Statement), as amended.

This Post-Effective Amendment No. 1 to the Registration Statement is being filed solely for the purpose of filing (i) the consent of Davidson & Company LLP, independent auditors of Devi Holdings, Inc., to incorporate by reference such auditors’ report included in the Registrant’s Current Report on Form 8-K/A filed with the Commission on November 12, 2021, amending the Registrant’s Current Report on Form 8-K, filed with the Commission on September 13, 2021, (ii) the consent of CohnReznick LLP, independent auditors of JG HoldCo LLC, to incorporate by reference such auditors’ report included in the Registrant’s Current Report on Form 8-K/A filed with the Commission on November 12, 2021, amending the Registrant’s Current Report on Form 8-K filed with the Commission on October 4, 2021, (iii) the consent of Macias Gini & O’Connell LLP, independent auditors of Verano Holdings, LLC and Subsidiaries, to incorporate by reference such auditors’ report included in the Registrant’s Current Report on Form 8-K/A filed with the Commission on November 22, 2021, amending the Registrant’s Current Report on Form 8-K, filed with the Commission on October 26, 2021, and (iv) the consent of Marcum LLP, independent auditors of Acreage Holdings, Inc., to incorporate by reference such auditors’ report included in the Registrant’s Current Report on Form 8-K/A filed with the Commission on January 3, 2022, amending the Registrant’s Current Report on Form 8-K, filed with the Commission on December 22, 2021.

All other portions of the Registration Statement, as previously filed, remain unchanged. The offer and sale of no additional securities is to be registered, and registration fees were paid upon filing of the original Registration Statement.

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See the attached Exhibit Index, which is incorporated herein by reference.

EXHIBIT INDEX

†          Previously filed.

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S‑8 and has duly caused this Form S-8 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of West Palm Beach, State of Florida, on January 10, 2022.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

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Exhibit 23.3

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement on Form S-8 (File No. 333-254480) of AFC Gamma, Inc. of our report dated November 10, 2021, relating to the consolidated financial statements of Devi Holdings, Inc. as of and for the years ended December 31, 2020 and 2019, which appears in the Current Report of AFC Gamma, Inc. on Form 8-K/A filed with the Securities and Exchange Commission on November 12, 2021, amending the Current Report of AFC Gamma, Inc. on Form 8-K, filed with the Securities and Exchange Commission on September 13, 2021.

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Exhibit 23.4

 Consent of Independent Auditors

We consent to the incorporation by reference in the Registration Statement on Form S-8 (File No. 333-254480) of AFC Gamma, Inc. of our report dated September 20, 2021, with respect to the consolidated and combined balance sheet as of December 31, 2020 and the related consolidated and combined statements of operations, members’ equity (deficit) and cash flows for the year then ended and the related notes to the consolidated and combined financial statements of JG HoldCo LLC and Related Entities, which appears in the Current Report of AFC Gamma, Inc. on Form 8-K/A filed with the Securities and Exchange Commission on November 12, 2021, amending the Current Report of AFC Gamma, Inc. on Form 8-K filed with the Securities and Exchange Commission on October 4, 2021.

/s/ CohnReznick LLP

Chicago, Illinois

January 10, 2022

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Exhibit 23.5

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Exhibit 23.6

We consent to the incorporation by reference in this Registration Statement of AFC Gamma, Inc. on Form S-8 Post-Effective Amendment No. 1 (File No. 333-254480) of our report dated March 25, 2021, with respect to our audits of the consolidated financial statements of Acreage Holdings, Inc. as of December 31, 2020 and 2019 and for the years ended December 31, 2020, 2019 and 2018 appearing in the Current Report of AFC Gamma, Inc. on Form 8-K/A filed with the Securities and Exchange Commission on January 3, 2022, amending the Current Report of AFC Gamma, Inc. on Form 8-K, filed with the Securities and Exchange Commission on December 22, 2021.

Our report on the consolidated financial statements refers to a change in the method of accounting for leases, effective January 1, 2019, due to the adoption of the guidance in Accounting Standards Codification Topic 842, Leases.

/s/ Marcum llp

Marcum llp

New York, NY

January 7, 2022

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