Senior Secured Notes Offering
Senior Secured Notes Offering
Acquiring Cash-Flowing Businesses Across America | $50M Target Raise
Presented by Sajay Marni | Sunrise Acquisition Fund, LP | investors@sunriseacquisitionfund.com
02 — Executive Summary
03 — Market Opportunity
The U.S. has over 30 million small and mid-sized businesses. An estimated 10,000 Baby Boomer business owners retire every day — most with no succession plan in place. This creates a generational wave of acquisition opportunities for disciplined, well-capitalized buyers like Sunrise Acquisition Fund, LP.
04 — Investment Structure
Accredited investor subscribes to Class A or Class B Senior Secured Notes issued by Sunrise Acquisition Fund, LP under Reg D 506(b)/(c).
Sponsor may return capital in full after Year 1 at any time.
Annual interest paid to all noteholders: 14% (Class A — first $20M/90 days) or 12% (Class B). Interest sourced from operating cash flow of acquired businesses.
Full principal returned at 3-year maturity. Noteholder principal holds first priority in any distribution or wind-down.
Fixed annual interest paid to all noteholders before any sponsor distributions. Class A: 14% p.a. Class B: 12% p.a.
Class A and Class B rank equally and are both senior to all fund distributions.
Issuer redemption right after Year 1 minimum hold. Notes may be redeemed at par plus accrued interest at Issuer discretion.
Senior Secured Notes are secured by acquisition equity and operating cash flow. Noteholders receive first right of refusal in Fund II and III.
05 — Acquisition Strategy
07 — Financial Projections
Illustrative Return Scenarios — Class A and Class B Notes
| Investment | $2,000,000 | $5,000,000 | $10,000,000 |
|---|---|---|---|
| Year 1 Return | $280,000 | $700,000 | $1,400,000 |
| Year 2 Return | $280,000 | $700,000 | $1,400,000 |
| Year 3 Return | $280,000 | $700,000 | $1,400,000 |
| Total Interest | $840,000 | $2,100,000 | $4,200,000 |
| Principal Back | $2,000,000 | $5,000,000 | $10,000,000 |
| TOTAL RECEIVED | $2,840,000 | $7,100,000 | $14,200,000 |
| Investment | $2,000,000 | $5,000,000 | $10,000,000 |
|---|---|---|---|
| Year 1 Return | $240,000 | $600,000 | $1,200,000 |
| Year 2 Return | $240,000 | $600,000 | $1,200,000 |
| Year 3 Return | $240,000 | $600,000 | $1,200,000 |
| Total Interest | $720,000 | $1,800,000 | $3,600,000 |
| Principal Back | $2,000,000 | $5,000,000 | $10,000,000 |
| TOTAL RECEIVED | $2,720,000 | $6,800,000 | $13,600,000 |
08 — Deal Sourcing & Due Diligence
Business brokers, bank relationships, direct outreach, M&A platforms, built proprietary deal flow network.
Revenue, EBITDA, margins, customer concentration, recurring revenue quality, management depth.
Binding letter of intent with 60–90 day exclusivity, non-compete provisions, irrevocable seller obligation upon satisfaction.
Built a team of experts for full financial audit, legal review, operational assessment, customer reference calls, lien searches, insurance review.
Definitive purchase agreement, representation and warranty provisions, post-close transition plan, integration roadmap.
Active monitoring, quarterly financial reviews, operational support, value enhancement.
09 — Sponsor Profile
Entrepreneur | Investor | 29+ Years Experience | Longevity Advocate
M.S. Electrical Engineering, Howard University — Technology and business foundation built across two continents.
Serial tech founder with multiple successful exits in the U.S. and India since 1997.
Multiple AI ventures including Vyral/Snapi and QleapAI (Primux).
linkedin.com/in/sajaymarni | investors@sunriseacquisitionfund.com
10 — Leadership Team
Chief Financial Officer | Global Finance & Operations Leader
Global CFO & COO across technology, AI, financial services, SaaS, and hospitality — including finance & operations leadership for MTX Group's nine global business units.
Scaled a company from $5M to $100M+ in two years and led a turnaround from $45M in debt within twelve months.
Chief Operating Officer | MBA, USC Marshall
Engineer-turned-operator with Fortune 500, NASDAQ, and venture-backed experience across engineering, sales, corporate development, and operations.
MBA in Technology Marketing & Venture Management from USC Marshall; dual degrees in Electrical Engineering and Humanities from Seattle University.
Chief Technology Officer | 20+ Years Experience
Former technology leader at GE Healthcare ($350M business) and engineering architect at Honeywell.
Built and scaled AI platforms across legal, enterprise, commerce, and media markets over the past 7 years.
investors@sunriseacquisitionfund.com
11 — Fund Terms & Economics
Class A Notes: 14% fixed annual interest — the first $20M issued, plus any additional capital received within 90 days of offering launch (regardless of amount). Class B Notes: 12% fixed annual interest — all capital received thereafter. Interest paid within 30 days of each note anniversary.
Class A and Class B Notes carry equal rights and rank pari passu with one another; both classes are senior to all Issuer distributions. Issuer does not participate in any profit distribution until all notes are repaid in full.
Sponsor may return capital after Year 1 — no lock-up beyond minimum hold period.
Quarterly financial reports + annual audited statements. Investor protections governed by Note Purchase Agreement and Offering Documents.
$1,000,000 minimum per noteholder. Accredited investors only as defined under Rule 501 of Regulation D, Securities Act of 1933.
2% per annum on committed capital. Covers fund operations, due diligence, legal, accounting, reporting, compliance, and administration.
All noteholder principal and accrued interest shall be repaid in full before any profit distributions accrue to the Issuer.
No acquisition fees charged to the Issuer or noteholders.
1st: 2% Management Fee paid to GP | 2nd: Interest payments — 14% Class A (first $20M) / 12% Class B | 3rd: Return of LP capital
After a 1-year hold, notes may be resold to the pool of investors within the $50M fund (emergency sales to outside parties require the GP's prior approval). Noteholders also receive first right of refusal in Fund II and Fund III offerings.
12 — Risk Factors & Mitigants
| Risk | Mitigation Strategy | Risk Level |
|---|---|---|
Acquisition Risk Target underperforms post-closing |
Rigorous due diligence including financial audit, customer reference calls, legal review, and rep/warranty provisions in purchase agreement | MEDIUM |
Market Risk Economic downturn affects portfolio companies |
Diversified across verticals and geographies. No single acquisition exceeds $15M of fund capital | MEDIUM |
Liquidity Risk Capital cannot be returned on schedule |
Conservative deployment; working capital reserve maintained. Early return option after Year 1, plus resale to the fund's investor pool after a 1-year hold, add flexibility | MEDIUM |
Leverage Risk Debt used in acquisitions increases risk |
Leverage limited to sustainable levels. Acquisition debt is asset-secured against operating businesses with verified cash flow | LOW |
Execution Risk Sponsor unable to source quality deals |
29+ years of deal-making experience. Active banking relationships and broker network. Current pipeline includes multiple active LOIs | LOW |
13 — How to Invest
Schedule a call with the sponsor to discuss the fund, ask questions, and confirm your accredited investor status. No obligation of any kind.
Receive and review the Offering Memorandum (OM), Note Purchase Agreement, Subscription Questionnaire, and accredited investor verification documentation for Sunrise Acquisition Fund, LP.
Execute the Note Purchase Agreement and Subscription Questionnaire and wire committed capital to the designated account. Minimum investment: $1,000,000. Capital is called upfront at subscription — not drawn down over time. Target first close: Q3 2026. Final close: Q4 2026.
Sunrise Acquisition Fund is that opportunity.
Class A Notes: 14% fixed annual interest (first $20M). Class B Notes: 12% fixed annual interest. 3-year Senior Secured Notes offering under Reg D. Secured by acquisition equity and operating cash flow. First-loss sponsor equity beneath all noteholder capital.
investors@sunriseacquisitionfund.com | linkedin.com/in/sajaymarni