Registration Statement — Form 10 — § 12(b) – SEA’34
Filing Table of Contents
Document/ExhibitDescriptionPagesSize 1: 10-12B Registration Statement HTML 41K
2: EX-10.2 Material Contract HTML 301K
3: EX-99.1 Miscellaneous Exhibit HTML 1.30M
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class to be so Registered
Name of Each Exchange on which
Each Class is to be Registered
Common stock, $0.01 par value per share
The Nasdaq Capital Market
Securities to be registered pursuant to Section 12(g) of the Act: None
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,”“accelerated filer,”“smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer ☐
Accelerated filer ☐
Non-accelerated filer ☒
Smaller reporting company ☒
Emerging
growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
SUNRISE
REALTY TRUST, INC.
INFORMATION REQUIRED IN REGISTRATION STATEMENT
CROSS-REFERENCE SHEET BETWEEN INFORMATION STATEMENT AND ITEMS OF FORM 10
The information required by this item is contained under the sections of the information statement entitled “Special Note Regarding Forward-Looking Statements,”“Information Statement Summary,”“Risk Factors,”“The Separation and Distribution,”“Capitalization,”“Unaudited Pro Forma Financial Statements,”“Management’s Discussion and Analysis of Financial Condition and Results of Operations,”“Business,”“Management,”“Management Compensation,”“Certain Relationships and Related Party Transactions,”“Where You Can Find More Information,” and “Index to Financial Statements” (and the statements referenced therein). Those sections are incorporated herein by reference.
Item
1A. Risk Factors.
The information required by this item is contained under the section of the information statement entitled “Risk Factors.” That section is incorporated herein by reference.
Item 2. Financial Information.
The information required by this item is contained under the sections of the information statement entitled “Capitalization,”“Unaudited Pro Forma Financial Statements,”“Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Index to Financial Statements” (and the financial statements referenced therein). Those sections are incorporated herein
by reference.
Item 3. Properties.
The information required by this item is contained under the section of the information statement entitled “Business.” That section is incorporated herein by reference.
Item 4. Security Ownership of Certain Beneficial Owners and Management.
The information required by this item is contained under the section of the information statement entitled “Security Ownership of Certain Beneficial Owners and Management.” That section is incorporated
herein by reference.
Item 5. Directors and Executive Officers.
The information required by this item is contained under the section of the information statement entitled “Management.” That section is incorporated herein by reference.
Item 6. Management Compensation.
The information required by this item is contained under the sections of the information statement entitled “Management Compensation.” Those sections are incorporated herein by reference.
Item
7. Certain Relationships and Related Transactions, and Director Independence.
The information required by this item is contained under the sections of the information statement entitled “The Separation and Distribution—Agreements with AFC Gamma,”“Management” and “Certain Relationships and Related Party Transactions.” Those sections are incorporated herein by reference.
Item 8. Legal Proceedings.
The information required by this item is contained under the section of the information statement entitled “Business—Legal Proceedings.” That section is incorporated herein by reference.
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Item
9. Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters.
The information required by this item is contained under the sections of the information statement entitled “Risk Factors,”“The Separation and Distribution,”“Distribution Policy,”“Capitalization,”“Management Compensation,” and “Description of Capital Stock.” Those sections are incorporated herein by reference.
Item 10. Recent Sales of Unregistered Securities.
None.
Item
11. Description of Registrant’s Securities to Be Registered.
The information required by this item is contained under the sections of the information statement entitled “Risk Factors—Risks Related to Our Common Stock,”“Distribution Policy,” and “Description of Capital Stock.” Those sections are incorporated herein by reference.
Item 12. Indemnification of Directors and Officers.
The information required by this item is contained under the sections of the information statement entitled “Certain Relationships and Related Party Transactions—Related Party Transactions since Inception” and “Description of Capital Stock” Those sections are incorporated
herein by reference.
Item 13. Financial Statements and Supplementary Data.
The information required by this item is contained under the sections of the information statement entitled “Unaudited Pro Forma Financial Statements,”“Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Index to Financial Statements” (and the statements referenced therein). Those sections are incorporated herein by reference.
Item 14. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
Item
15. Financial Statements and Exhibits.
(a) Financial Statements
The information required by this item is contained under the sections of the information statement entitled “Unaudited Pro Forma Financial Statements” and “Index to Financial Statements” (and the financial statements referenced therein). Those sections are incorporated herein by reference.
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(b) Exhibits
The following documents are filed as exhibits hereto:
2.1#
Form
of Separation and Distribution Agreement by and between AFC Gamma, Inc. and the Registrant
+Management contract or compensatory plan or arrangement
3
SIGNATURES
Pursuant
to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.
