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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

 FirstName LastNameBrandon Hetzel
 Comapany NameSunrise Realty Trust, Inc.
 May 10, 2024 Page 2
 FirstName LastNameBrandon Hetzel
Sunrise Realty Trust, Inc.
May 10, 2024
Page 2
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.

 FirstName LastNameBrandon Hetzel
 Comapany NameSunrise Realty Trust, Inc.
 May 10, 2024 Page 3
 FirstName LastName
Brandon Hetzel
Sunrise Realty Trust, Inc.
May 10, 2024
Page 3
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Jeeho M. Lee