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United States securities and exchange commission logo
November 18, 2021
Anthony Cappell
Chief Executive Officer
Chicago Atlantic Real Estate Finance, Inc.
420 North Wabash Avenue
Suite 500
Chicago, IL 60611
Re: Chicago Atlantic
Real Estate Finance, Inc.
Amendment No. 1 to
Registration Statement on Form S-11
Filed November 12,
2021
File No. 333-260505
Dear Mr. Cappell:
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
November 8, 2021 letter.
Amendment No. 1 to Registration Statement on Form S-11
Our Loan Origination Pipeline, page 7
1. We note your response
to comment 7 in our letter dated October 8, 2021. Please tell us if
the $105 million of
anticipated loan commitments will be funded prior to the offering. If
true, tell us how the
you considered these loans in your SAB 1I analysis.
Collateral Overview, page 102
2. We note your response
to comment 2 and your amended disclosure throughout. We note
that your Summary
section continues to characterize the loans' "strong collateral" as a
competitive strength.
Please further revise to clarify why management views such
Anthony Cappell
Chicago Atlantic Real Estate Finance, Inc.
November 18, 2021
Page 2
collateral to be "strong" given the significant limitations you have
discussed surrounding
your ability to foreclose or otherwise realize the value related to the
collateral. It also
remains unclear to us why detailed information about the value of the
real estate collateral
and the coverage ratio is appropriate disclosure to provide to investors
given that
NASDAQ listing standards would prevent you from foreclosing and taking
possession of
such collateral. In this respect, we note that your supplemental response
dated November
12, 2021 indicates that you do not intend to pursue a foreclosure and
take possession of
the property if it would violate listing standards. Please clarify the
likelihood of pursuing
a foreclosure judgement where the the real estate is sold directly to a
third party as
opposed to pursuing a sale of the loan to a third party. We also note
that your response
appears to focus on the importance of the collateral disclosure for any
potential purchaser
of the loan, but does not fully address why such disclosure is of similar
importance to an
investor. In this respect, we note your comparison to other mortgage
REITs does not
appear to take into account the ability of other mortgage REITs to
foreclose and take
possession of collateral in the event of a default. Please revise to
remove the real estate
collateral coverage and related disclosure from your prospectus or
explain to us in detail
why it is appropriate disclosure to present to investors.
You may contact Paul Cline at (202) 551-3851 or Shannon Menjivar at
(202) 551-3856 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Austin Wood at (202) 551-6001 or Erin E. Martin at (202) 551-3391 with
any other
questions.
Sincerely,
FirstName LastNameAnthony Cappell
Division of Corporation
Finance
Comapany NameChicago Atlantic Real Estate Finance, Inc.
Office of Real Estate &
Construction
November 18, 2021 Page 2
cc: Owen J. Pinkerton, Esq.
FirstName LastName