UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-Q

? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT


  OF 1934


               For the quarterly period ended September 30, 2021

? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE

ACT OF 1934




            For the transition period from __________ to __________

                       Commission File Number: 001-39995

                                AFC GAMMA, INC.
             (Exact name of registrant as specified in its charter)
               Maryland                                 85-1807125

(State or other jurisdiction of (I.R.S. Employer Identification Number)

incorporation or organization)

525 Okeechobee Blvd., Suite 1770, West Palm Beach, FL 33401
              (Address of principal executive offices) (Zip Code)

                                 (561) 510-2390
              (Registrant's telephone number, including area code)

                                      N/A

(Former name, former address and former fiscal year, if changed since last


                                    report)

Securities registered pursuant to Section 12(b) of the Act:



   Title of each class          Trading Symbol(s)       Name of each exchange on
                                                            which registered
 Common Stock, $0.01 par              AFCG              The Nasdaq Stock Market
     value per share                                              LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ? No ?

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ? No ?

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. ?



Large           Accelerated  Non-accelerated Smaller reporting  Emerging growth
accelerated     filer ?      filer ?         company ?          company ?
filer ?

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 13(a) of the Exchange Act. ?

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ? No ?

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.



            Class             Outstanding at November 4, 2021
Common stock, $0.01 par value           16,442,812

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                                AFC GAMMA, INC.

                               TABLE OF CONTENTS

                                     INDEX

Part I.     Financial Information
Item 1.     Financial Statements                                              1
            Consolidated Balance Sheets as of September 30, 2021 (unaudited)  1
          and December 31, 2020
            Consolidated Statements of Operations for the three and nine
          months ended September 30, 2021 (unaudited) and from July 31, 2020  2
          (date of commencement of operations) to September 30, 2020
            Consolidated Statements of Stockholders' Equity for the three
          and nine months ended September 30, 2021 (unaudited) and from July  3
          31, 2020 (date of commencement of operations) to September 30,
          2020
            Consolidated Statements of Cash Flows for the nine months ended
          September 30, 2021 (unaudited) and from July 31, 2020 (date of      5
          commencement of operations) to September 30, 2020
            Notes to Consolidated Financial Statements (unaudited)            6
Item 2.     Management's Discussion and Analysis of Financial Condition and   22
          Results of Operations
Item 3.     Quantitative and Qualitative Disclosures About Market Risk        37
Item 4.     Controls and Procedures                                           41
Part II.    Other Information                                                 41
Item 1.     Legal Proceedings                                                 41
Item 1A.    Risk Factors                                                      41
Item 2.     Unregistered Sales of Equity Securities and Use of Proceeds       52
Item 3.     Defaults Upon Senior Securities                                   53
Item 4.     Mine Safety Disclosures                                           53
Item 5.     Other Information                                                 53
Item 6.     Exhibits                                                          54

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Index

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