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                               June 20, 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. 3 to
                                                            Registration
Statement on Form 10-12B
                                                            Filed June 10, 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 Amendment No. 3 to Registration Statement on
Form 10-12B filed
       June 10, 2024

       Risk Factors
       Maintenance of our exemption from registration under the Investment
Company Act may impose
       significant limits on our operations . . ., page 40

   1.                                                   Please revise this risk
factor to provide further details on the limitations on the company   s
                                                        operations that result
from the maintenance of its exclusion from the definition of
                                                           investment company
 provided by Section 3(c)(5)(C) of the Investment Company Act.
                                                        Please include a
summary of the company   s analysis for classifying assets for purposes of
                                                        assessing whether the
company is primarily engaged in purchasing or otherwise acquiring
                                                        mortgages and other
liens on and interests in real estate.
 Brandon Hetzel
FirstName  LastNameBrandon  Hetzel
Sunrise Realty Trust, Inc.
Comapany
June       NameSunrise Realty Trust, Inc.
     20, 2024
June 20,
Page 2 2024 Page 2
FirstName LastName
General

2.       We acknowledge your response to prior comment 1 and reissue our
request to provide a
         factual description of the characteristics of the assets within each
category of assets
         described in the Information Statement and your response (   Asset
Categories,    which, for
         the avoidance of doubt, include real estate assets, senior mortgage
loans, mezzanine loans,
         whole loans, B-notes, commercial mortgage-backed securities, and
debt-like preferred
         equity securities). Please do not combine this factual description
with legal analysis of the
         regulatory status of such assets.
3.       We acknowledge your response to prior comment 2 and note that it did
not fully address
         sub-part (ii) of the comment. Please provide a detailed legal
analysis, including citations
         to any relevant Commission statements or other applicable precedent,
that outlines and
         supports your process for determining whether assets in the following
Asset Categories
         are Real Estate-Related Assets or miscellaneous assets that are not
related to real estate,
         when such assets are not considered Qualifying Interests:
             Mezzanine loans;
             Participation Interests, including A-notes and B-notes; and
             Whole loans.
4.       We acknowledge your response to prior comment 3. Please confirm
whether you intend to
         treat senior mortgage loans and senior participation notes in mortgage
loans as
            Qualifying Interests    when the company or its subsidiary also
owns a majority interest in
         the B-Note. If so, please provide a detailed legal analysis supporting
such position. To the
         extent you will consider different factors for determining whether
senior mortgage loans
         and senior participation notes in mortgage loans should be treated as
  Qualifying
         Interests,    please provide detailed a legal analysis, including
citations to any relevant
         Commission statements or other applicable precedent, that outlines and
supports your
         process for making such determinations. If the analyses for senior
mortgage loans and
         senior participation notes are different, address such analyses
separately.
        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 Scott Jameson at 202-551-3511 or Marc Mehrespand at
202-551-8453 if
you have questions regarding comments relating to the Investment Company Act.
Please contact
Frank Knapp at 202-551-3805 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.
 Brandon Hetzel
Sunrise Realty Trust, Inc.
June 20, 2024
Page 3
                                          Sincerely,
FirstName LastNameBrandon Hetzel
                                          Division of Corporation Finance
Comapany NameSunrise Realty Trust, Inc.
                                          Office of Real Estate & Construction
June 20, 2024 Page 3
cc:       Jeeho M. Lee
FirstName LastName