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United States securities and exchange commission logo
May 10, 2024
Brandon Hetzel
Chief Financial Officer
Sunrise Realty Trust, Inc.
525 Okeechobee Blvd Suite 1650
West Palm Beach, FL 33401
Re: Sunrise Realty
Trust, Inc.
Amendment No. 1 to
Registration Statement on Form 10-12B
Filed April 8, 2024
File No. 001-41971
Dear Brandon Hetzel:
We have reviewed your
filing 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 and any amendment you may file in
response to this letter,
we may have additional comments.
Amended Exhibit 99.1 to Information Statement on Form 10-12B filed April
8, 2024
Notes to Unaudited Pro Forma, page 67
1. Please quantify the
adjustment to interest income related to each of adjustments [F] and
[G], as well as of how
each component of the adjustments was calculated.
General
2. We note your response
to prior comment 12 and your statements about the investment
management experience
of SUNS Manager's personnel. Please expand your disclosure to
discuss any material
adverse business developments experienced by the personnel of
SUNS Manager or tell us
why such a discussion is not appropriate.
3. We understand that the
company intends to rely on Section 3(c)(5)(C) of the Investment
Company Act of 1940. As
you note in your response to prior comment 13, the
Commission analyzes
whether an issuer may rely on Section 3(c)(5)(C) of the Investment
Company Act of 1940 by
considering the proportion of such issuer s assets that are
Brandon Hetzel
FirstName LastNameBrandon Hetzel
Sunrise Realty Trust, Inc.
Comapany
May NameSunrise Realty Trust, Inc.
10, 2024
May 10,
Page 2 2024 Page 2
FirstName LastName
invested, or that are proposed to be invested, in qualifying
interests, real estate-type
interests, and miscellaneous investments (generally referred
to as the 55%/45% test or
the 55%/25%/20% test). See Companies Engaged in the Business of
Acquiring Mortgages
and Mortgage-Related Instruments, Investment Company Act Release No.
29778 (August
31, 2011). Accordingly, please provide a detailed analysis consistent
with this framework
explaining how the company intends to treat each category of assets
that it holds, or
proposes to hold, as qualifying interests, real estate-type
interests, or miscellaneous
investments. Please provide comprehensive, detailed support for the
company s position
on a category-by-category basis, including citations to any relevant
Commission
statements, or other applicable precedent. Please, at a minimum,
address the following
categories of assets described in the information statement and your
response
real estate assets;
senior mortgage loans;
mezzanine loans;
whole loans;
B-notes;
commercial mortgage backed securities; and
debt-like preferred equity securities.
4. With respect to the two Tier 1 Mezzanine Loans that are held by the
company and are
described in your response to prior comment 13, please explain
whether:
Such loans were underwritten after the lender performed a hands-on
analysis of the
property being financed;
the company has the right to readily cure defaults or purchase the
mortgage loan in
the event of a default;
The measure of the collateral securing the Tier 1 mezzanine loan
is the property
being financed and any incidental assets related to the ownership
of the property; and
The company (as Tier 1 mezzanine lender) has the right to
foreclose on the collateral
and through its ownership of the property-owning entity become the
owner of the
underlying property.
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.
Please contact Kristina Marrone at 202-551-3429 if you have questions
regarding
comments on the financial statements and related matters. Please contact Isabel
Rivera at 202-
551-3518 or Mary Beth Breslin at 202-551-3625 with any other questions.
Brandon Hetzel
Sunrise Realty Trust, Inc.
May 10, 2024
Page 3
Sincerely,
FirstName LastNameBrandon Hetzel
Division of Corporation Finance
Comapany NameSunrise Realty Trust, Inc.
Office of Real Estate & Construction
May 10, 2024 Page 3
cc: Jeeho M. Lee
FirstName LastName