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March 21, 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.
Registration Statement on Form 10-12B
Filed February 22, 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.
Exhibit 99.1 to Registration Statement on Form 10-12B filed February 22, 2024
Risk Factors
Subject to the approval of our Board..., page 16
1.We note your risk factor disclosure on page 25 of your Information Statement regarding
your external manager's ability to change the investment strategies without the consent of
your stockholders. Please include disclosure about how stockholders will be informed of
any changes to the investment strategies.
In connection with the separation into two public companies..., page 34
2.We note your disclosure that in connection with the separation, you will enter into an
indemnification agreement with AFC Gamma. Please file the indemnification agreement
as an exhibit to your registration statement, or advise.

 FirstName LastNameBrandon Hetzel
 Comapany NameSunrise Realty Trust, Inc.
 March 21, 2024 Page 2
 FirstName LastName
Brandon Hetzel
Sunrise Realty Trust, Inc.
March 21, 2024
Page 2
Our Bylaws designate the Circuit Court for Baltimore City, Maryland as the sole and exclusive
forum..., page 37
3.We note your risk factor disclosure on page 37 of your Information Statement that your
bylaws designate the federal district courts of the United States as the sole and exclusive
forum for the resolution of any claim arising under the Securities Act. Section 22 of the
Securities Act creates concurrent jurisdiction for federal and state courts over all suits
brought to enforce any duty or liability created by the Securities Act or the rules and
regulations thereunder. Please revise your disclosure to state that there is uncertainty as to
whether a court would enforce such provision and that investors cannot waive compliance
with the federal securities laws and the rules and regulations thereunder.
Unaudited Pro Forma Statement of Operations, page 64
4.Please revise the footnotes to the unaudited pro forma statement of operations to disclose
the assumptions made in arriving at the amount of each adjustment, providing the detail
necessary for a reader to be able to recalculate the amount of each adjustment.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Recent Developments, page 67
5.Please revise the discussion of the loans to provide a more robust discussion of the
reserves being held on each loan, including how the reserves are recorded and how it is
anticipated that they will be drawn down. Clarify why the reserves are not reflected in the
unaudited pro forma financial statements. Also expand your disclosure to address the
credit quality of the loans acquired.
Business
Target Investments and Portfolio, page 76
6.Within your discussion of your target investments and portfolio, please clarify the
meaning of "markets in the Southern US benefiting from economic tailwinds with growth
potential," including, as an example only, the specific commercial real estate sub-
industries that the company intends to target.
Current and Prospective Portfolio, page 76
7.Please revise your disclosure regarding your current portfolio to provide details
regarding the commercial real estate collateral type (e.g., office, hotel, retail, etc.),
geographic location, and other portfolio characteristics (e.g., interest rate type, loan size,
etc.), or advise us why it is not material to investors.
Directors and Executive Officers, page 80
8.Please revise your disclosure regarding Leonard M. Tannenbaum and Alexander Frank to
include a discussion of the 2015 and 2018 cease and desist orders involving Fifth Street

 FirstName LastNameBrandon Hetzel
 Comapany NameSunrise Realty Trust, Inc.
 March 21, 2024 Page 3
 FirstName LastNameBrandon Hetzel
Sunrise Realty Trust, Inc.
March 21, 2024
Page 3
Asset Management referenced on page 44 of the Information Statement or advise us why
they are not material to an evaluation of the ability or integrity of a director or executive
officer. Refer to Item 401(f) of Regulation S-K.
Management Compensation, page 94
9.We note that you intend to reimburse your advisor for costs associated with salaries and
benefits to be paid to your named executive officers. In future filings that require Item 404
of Regulation S-K disclosure, please break out the amounts paid pursuant to the expense
reimbursement fee and specify any amounts reimbursed for salaries or benefits of each of
your named executive officers.
Certain Relationships and Related Transactions, and Director Independence, page 100
10.Please consider providing a chart depicting the relationships between the various related
parties including, but not limited to, Leonard Tannenbaum, TCG Services LLC, Brian
Sedrish, and Southern Realty Trust Inc.
11.We note your disclosure on page 57 of your Information Statement that your Chief
Executive Officer, Brian Sedrish, also manages Southern Realty Trust, Inc., a REIT with a
similar investment strategy to that of your company. Please disclose how investment
opportunities will be allocated between the two entities.
General
12.We note you intend to elect and operate your business as a real estate investment trust and
are dependent on Sunrise Manager LLC and its affiliates. Please include disclosure
comparable to that required by Industry Guide 5, including prior performance tables for
programs with similar investment objectives, or advise us why such disclosure is not
material to investors. For guidance, see CF Disclosure Guidance: Topic No. 6.
13.Please provide a detailed legal analysis addressing the following considerations under the
Investment Company Act of 1940 (the “Investment Company Act”). For each response,
where applicable, please provide such analysis (i) as of December 31, 2023; and (ii) based
on your expectations for the Company (a) immediately following AFC Gamma’s
contribution of assets, liabilities and business related to the Spin-Off Business to the
Company, and (b) following the completion of the Spin-Off on a going-forward basis.

•Please provide a detailed legal analysis regarding whether the Company (and its
subsidiaries) meets the definition of an “investment company” under Section
3(a)(1)(A) of the Investment Company Act. In your response, please address, in
detail, each of the factors outlined in Tonapah Mining Company of Nevada, 26 SEC
426 (1947) and provide legal and factual support for your analysis of each such
factor.

 FirstName LastNameBrandon Hetzel
 Comapany NameSunrise Realty Trust, Inc.
 March 21, 2024 Page 4
 FirstName LastName
Brandon Hetzel
Sunrise Realty Trust, Inc.
March 21, 2024
Page 4
•Please provide a detailed legal analysis regarding whether the Company and each of
its subsidiaries meets the definition of an “investment company” under Section
3(a)(1)(C) of the Investment Company Act. Please include in your analysis all
relevant calculations under Section 3(a)(1)(C) as of the most recent fiscal quarter end,
identifying each constituent part of the numerator(s) and denominator(s). Please also
describe and discuss any other substantive determinations and/or characterizations of
assets that are material to your calculations.

•Notwithstanding the generality of the foregoing comments, to the extent the
Company and its subsidiaries intend to rely on the exclusion from the definition of
“investment company” provided by Section 3(c)(5)(C) of the Investment Company
Act, please identify and provide a detailed legal analysis of Commission statements
or other applicable precedent to support your determination that the Company is not
engaged in the business of issuing redeemable securities, face-amount certificates of
the installment type or periodic payment plan certificates and that the Company is
primarily engaged in purchasing or otherwise acquiring mortgages and other liens on
and interests in real estate for purposes of Section 3(c)(5)(C) of the Investment
Company Act.
            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 Paul Cline at 202-551-3851 or 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.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Jeeho M. Lee