Sunrise Realty Trust Inc美股招股说明书(2025-01-28版)

Sunrise Realty Trust, Inc. (the “Company”) is offering 5,750,000 shares of its common stock. Our common stock is listed on TheNasdaq Capital Market under the symbol “SUNS.” The last reported sale price of our common stock on January 28, 2025 was $11.87 pershare.We are externally managed by Sunrise Manager LLC (our “Manager”). As of December 31, 2024, our affiliated persons (as defined in Form S-11 under the Securities Act of 1933, as amended (the “Securities Act”)) beneficially own (as determined in accordance with the rulesof the Securities and Exchange Commission (the “SEC”)) an aggregate of 2,058,487 shares of our common stock, or approximately 16.14%of our common stock upon completion of this offering (or 15.12% if the underwriters exercise their option to purchase additional shares infull), not including any purchases in this offering by our affiliated persons. Our Executive Chairman (the “Affiliated Investor”) will purchase1,000,000 shares of common stock in this offering at the public offering price. As a result of this purchase, the Affiliated Investor willbeneficially own additional shares of our common stock. We believe we have been organized and operated and we intend to elect, and continue to operate in a manner that will enable us toqualify, to be taxed as a real estate investment trust for U.S. federal income tax purposes (a “REIT”), commencing with our taxable yearended December 31, 2024. To assist us in complying with certain U.S. federal income tax requirements applicable to REITs, among otherpurposes, shares of our common stock are subject to restrictions on ownership and transfer including, subject to certain exceptions, a 4.9%ownership limit in value or number of shares, whichever is more restrictive. Our Board of Directors (our “Board” or “Board of Directors”), in itssole discretion, may exempt (prospectively or retroactively) shareholders from this ownership limit and Leonard M. Tannenbaum, who alsoserves as our Executive Chairman, has been granted an exemption allowing him to own up to 29.9% of our common stock. See “Descriptionof Capital Stock—Ownership Limitations and Exceptions.” We are an “emerging growth company” as defined under the U.S. federal securities laws and, as such, are subject to reducedpublic company reporting requirements. Investing in our common stock involves risks.See “Risk Factors” beginning on page 36 ofthis prospectus. The most significant risks relating to your investment in our common stock include the following: •we have limited history of operating as an independent company, and our historical financial information is not necessarilyrepresentative of the results that we would have achieved as a separate, publicly-traded company and may not be a reliableindicator of our future results;•our ability to identify a successful business and investment strategy and execute on our strategy;•the ability of our Manager to locate suitable loan opportunities for us and to monitor and actively manage our portfolio and implementour investment strategy;•our ability to meet the expected ranges of originations and repayments;•the allocation of loan opportunities to us by our Manager;•changes in general economic conditions, in our industry and in the commercial finance and commercial real estate markets;•the state of the U.S. economy generally or in the specific geographic regions in which we operate, including as a result of the impact ofnatural disasters;•the impact of a protracted decline in the liquidity of credit markets on our business;•the amount, collectability and timing of our cash flows, if any, from our loans;•losses that may be exacerbated due to the concentration of our portfolio in a limited number of loans and borrowers;•the departure of any of the executive officers or key personnel supporting and assisting us from our Manager or its affiliates;•impact of and changes in governmental regulations, tax law and rates, accounting guidance and similar matters;•the impact of a changing interest rate environment;•our ability to maintain our exemption from registration under the Investment Company Act (as defined below); and•our ability to qualify and maintain our qualification as a REIT.Neither the SEC nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. TABLE OF CONTENTS PROSPECTUS SUMMARY2RISK FACTORS36SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS93USE OF PROCEEDS95DISTRIBUTION POLICY96CAPITALIZATION97MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTSOF OPERATIONS98BUSINESS115MANAGEMENT137OUR MANAGER AND OUR MANAGEMENT AGREEMENT151MANAGER COMPENSATION157SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT166CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS168DESCRIPTION OF CAPITAL STOCK178CERTAIN PROVISIONS OF MARYLAND LAW AND OUR CHARTER AND BYLAWS185SHARES AVAILABLE FOR FU