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
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Re:
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AFC Gamma, Inc. Registration Statement on Form S-11 (Registration No. 333-261977)
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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]
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Sincerely,
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AFC Gamma, Inc.
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By:
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/s/ Leonard M. Tannenbaum
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Leonard M. Tannenbaum
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Chief Executive Officer
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cc: Brophy Christensen
Randolph Yiap