November 23, 2022

Division of Corporation Finance

Office of Real Estate and Construction

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: James Lopez

Re:	AF Acquisition Corp.
	Schedule Pre 14A, filed November 10, 2022
	File No. 001-40248

Dear Mr. Lopez:

On behalf of our client, AF Acquisition Corp, a Delaware corporation (the “Company”), we submit to the staff (the “Staff”) of the U.S. Securities and Exchange Commission this letter setting forth the Company’s response to the comments discussed in a conference call between the Staff and certain attorneys at our law firm, Ellenoff Grossman & Schole LLP, on November 17, 2022.

We summarize the Staff comments as follows:

● The Company’s plans with respect to the conversion of the investments in the Company’s trust account and associated risks should be stated more clearly

In response to the Staff comments, we have revised the preliminary proxy statement to address each of the above matters, and are filing revised pages herewith for the review of the staff.

We appreciate the willingness of the Staff to communicate its comments in the conference call, and ask that you advise if the Staff has any further comments.

Very truly yours,

/s/ Jessica Yuan

Jessica Yuan, Esq.

Ellenoff Grossman & Schole LLP