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                           November 8, 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.
                                                            Registration
Statement on Form S-11
                                                            Filed October 26,
2021
                                                            File No. 333-260505

       Dear Mr. Cappell:

              We have reviewed your 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.

       Registration Statement on Form S-11

       General

   1.                                                   We note your response
to our comment 2 in the comment letter dated October 5, 2021,
                                                        including the analysis
of how the company intends to treat potential investments in the
                                                        identified categories
(i.e., first and second mortgage loans, mezzanine loans,
                                                        participations; joint
ventures) for purposes of the exclusion provided by Section
                                                        3(c)(5)(C). The staff
expresses no views on such analysis and notes that the company
                                                        remains solely
responsible for ensuring its compliance with the Investment Company Act,
                                                        including Section
3(c)(5)(C).
 Anthony Cappell
FirstName LastNameAnthony      CappellInc.
Chicago Atlantic Real Estate Finance,
Comapany 8,
November  NameChicago
             2021        Atlantic Real Estate Finance, Inc.
November
Page 2    8, 2021 Page 2
FirstName LastName
Collateral Overview, page 102

2.       We note your amended disclosure in response to comment 5. Please
expand your
         disclosure to clarify with greater specificity the limitations on your
ability to foreclose
         under applicable state law. In particular, please further revise the
risk factor on page 41 to
         identify the material regulatory and legal risks associated with the
jurisdictions (e.g.,
         Arizona, Arkansas, California, Florida, Maryland, Massachusetts,
Michigan, Nevada,
         New Jersey, Ohio and Pennsylvania) in which your borrowers operate as
it relates to
         collateralization. Please also revise your risk factor on page 25 to
disclose the specific
         risks, including the regulatory and legal risks for the states in
which your borrowers
         operate, involved in the potential sale of a delinquent loan as
opposed to foreclosing on
         the property. In addition, please also highlight, if true, whether
listing standards would
         also prevent you from foreclosing and taking possession of the real
estate or other
         collateral. Please also expand your collateral disclosure to provide
additional detail
         regarding how the real estate is valued and any assumptions that are
included. In this
         respect, please clarify if the "as is" valuation takes into account
the customization of the
         property for cannabis operations and/or the licenses associated with
the building and the
         operations therein. Please also tell us, and include disclosure as
applicable, if you believe
         that similar valuations and coverage would be achievable if you were
to sell the loan or
         force the borrower to sell the collateral in the event of a
delinquency or default. Finally,
         given the regulatory and legal risks that would prevent you from
foreclosing on the real
         estate collateral related to your loans and your general policy to
pursue a sale of the loan
         to a third party rather than pursue foreclosure, it is unclear why the
real estate collateral
         coverage ratio and related disclosure (e.g., collateral fair value) is
appropriate disclosure
         to present to investors. In this respect, you do not appear to intend,
and potentially are not
         able, to use the real estate collateral to cover a potential default
or delinquency related to
         your loans. Please provide us with your detailed analysis as to why
you believe the real
         estate coverage ratio and related disclosure is appropriate.
Underwriting, page 164

3.       We note that you have included a directed share program in this
amendment and that
         shares will be offered to "certain" of your directors and officers.
Please clarify if all of
         your directors and executive officers are eligible to participate in
the program. Please also
         expand your disclosure to describe with more specificity the nature of
the
         "relationship" between you and the "other persons" to whom shares will
be offered.
 Anthony Cappell
FirstName LastNameAnthony      CappellInc.
Chicago Atlantic Real Estate Finance,
Comapany 8,
November  NameChicago
             2021        Atlantic Real Estate Finance, Inc.
November
Page 3    8, 2021 Page 3
FirstName LastName
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       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,

                                                              Division of
Corporation Finance
                                                              Office of Real
Estate & Construction
cc:      Owen J. Pinkerton, Esq.