August 20, 2024

Brandon Hetzel
Chief Financial Officer and Treasurer
AFC Gamma, Inc.
525 Okeechobee Boulevard, Suite 1650
West Palm Beach, FL 33401

       Re: AFC Gamma, Inc.
           Form 10-K for the Fiscal Year Ended December 31, 2023
           Response dated August 6, 2024
           File No. 001-39995
Dear Brandon Hetzel:

       We have reviewed your August 6, 2024 response to our comment letter and
have the
following comments.

       Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

        After reviewing your response to this letter, we may have additional
comments. Unless we
note otherwise, any references to prior comments are to comments in our July
24, 2024 letter.

Form 10-K for Fiscal Year Ended December 31, 2023
Item 1A. Risk Factors
Risks Related to Our Organization and Structure
Maintenance of our exemption from registration under the Investment Company Act
may impose
significant limits on our operations . . . , page 66

1.     In future Exchange Act reports, please revise this risk factor
disclosure to provide further
       details on the limitations on the company   s operations that result
from the maintenance of
       its exclusion from the definition of    investment company    provided
by Section 3(c)(5)(C)
       of the Investment Company Act. Please include a summary of the company
s analysis for
       classifying assets for purposes of assessing whether the company is
primarily engaged in
       purchasing or otherwise acquiring mortgages and other liens on and
interests in real
       estate. Please also include a summary of the consequences if the company
meets the
       definition of    investment company    under the Investment Company Act.
 August 20, 2024
Page 2


General

2.     We note that your response to our prior comment appears to be a general
statement of
       principles rather than a tailored discussion of the company's investment
guidelines or
       holdings. Please provide a detailed legal analysis of Commission
statements or other
       applicable precedent to support your determination that the company is
not engaged in the
       business of issuing redeemable securities, face-amount certificates of
the installment type
       or periodic payment plan certificates and that the company is primarily
engaged in
       purchasing or otherwise acquiring mortgages and other liens on and
interests in real estate
       for purposes of Section 3(c)(5)(C) of the Investment Company Act. In
your response,
       please first identify with specificity each category of assets that the
company holds, or
       proposes to hold. Then, please explain how the company (and its
subsidiaries) intend to
       treat each such category as    qualifying interests,       real
estate-type interests,    or
          miscellaneous investments,    as described in our comment. Please
provide
       comprehensive, detailed support on a category-by-category basis,
including citations to
       any relevant Commission statements or other applicable precedent.
Without limiting the
       generality of the foregoing, please ensure the categories addressed in
your response
       include: (i) first and second lien loans, typically secured by mortgages
and other security
       interests, to cannabis operators in states that have legalized medical
and/or adult use
       cannabis and (ii) securities backed by mortgages to cannabis operators
in states that have
       legalized medical and/or adult cannabis.
3.     Please provide, as of the most recent fiscal quarter end, the value of
each category of
       assets and the percentage of total assets represented by each such
category. Please provide
       such figures after pro forma adjustments intended to illustrate the
estimated effects of the
       separation of SUNS from the historical combined company and describe any
such
       adjustments in your response.
4.     Please provide a more detailed analysis with respect to the treatment of
loans secured by
       real estate with an appraised value between 55% and 100% of the fair
market value of the
       loan amount on the date of acquisition and clarify your statement that
they would be    real
       estate-type interests,    rather than    miscellaneous investments.
       Please contact Frank Knapp at 202-551-3805 or Jennifer Monick at
202-551-3295 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Scott Jameson at 202-551-3511 or Marc Mehrespand at 202-551-8453 if you
have
questions regarding comments relating to the Investment Company Act. Please
contact Catherine
De Lorenzo at 202-551-3772 or Isabel Rivera at 202-551-3518 with any other
questions.



                                                            Sincerely,

                                                            Division of
Corporation Finance
                                                            Office of Real
Estate & Construction