SecProbe.io

February 10, 2025
Gerard Stascausky
Managing Director
Iron Bridge Mortgage Fund, LLC
9755 SW Barnes Road, Suite 420
Portland, OR 97225
Re:Iron Bridge Mortgage Fund, LLC
Offering Statement on Form 1-A
Post-Qualification Amendment No. 5
Filed January 27, 2025
File No. 024-11984
Dear Gerard Stascausky:
            We have reviewed your amendment and have the following comments.
            Please respond to this letter by amending your offering statement and providing the
requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response. After reviewing any amendment to your offering statement and the information you
provide in response to this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our January 10, 2025 letter.
Post-qualification Amendment No. 5 to Offering Statement on Form 1-A filed January 27,
2025
Offering Circular Summary
Distribution Reinvestment, page 3
1.We have reviewed the structure of your distribution reinvestment program. It appears
that you are concurrently offering participation in your distribution reinvestment
program with each unit purchased. Please reconcile your disclosure to confirm, if true,
that participation in your distribution reinvestment program will be offered solely to
existing securityholders and, with respect to new investors in this offering, no units
will be offered under the program prior to their having purchased units in this
offering. Please refer to Rules 251(d)(3)(i)(B) and 261 of Regulation A (which
incorporates definitions from Rule 405, including the term dividend reinvestment
plan).

February 10, 2025
Page 2
Risk Factors, page 8
2.Please update your risk factor disclosure with respect to the Investment Company Act
of 1940 to address whether the units are “redeemable securities” and any risks
associated therewith. In addition, please add disclosure noting that the redemption
rights with respect to the units are more limited than those associated with registered
investment companies.
General
3.We note your response to prior comment 6. Please advise as to whether you have
identified any specific precedent where issuers with redemption programs
substantially similar to your program were determined not to be issuing “redeemable
securities” as defined by Section 2(a)(32) of the Investment Company Act of 1940.
Please focus your analysis on issuers who also permit redemption requests to be made
at any time and without any minimum holding period.
4.We note that you filed an amendment to the Third Amended and Restated Operating
Agreement of Iron Bridge Mortgage Fund, LLC on November 25, 2024. The
amendment appears to have made significant changes to the redemption rights
associated with your units, but your response did not address the amendment.
Moreover, your response did not analyze whether the units were “redeemable
securities” under Section 2(a)(32) prior to the amendment. Please provide a detailed
legal analysis of that issue in your response. To the extent that the units were
“redeemable securities” prior to the amendment, please advise whether the Company
was operating as an unregistered investment company during such time.
5.Please reconcile your disclosure in the offering circular that members have the option
to request a redemption with the disclosure in Section 6.5(b) that members have a
right to require a redemption of their units.
6.We note the revision to your financial statements in response to prior comment 8.
Please clearly state whether such loans are or will be secured in whole by real
property, rather than in part.
            We will consider qualifying your offering statement at your request. If a participant in
your offering is required to clear its compensation arrangements with FINRA, please have
FINRA advise us that it has no objections to the compensation arrangements prior to
qualification.
            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.

February 10, 2025
Page 3
            Please contact William Demarest at 202-551-3432 or Wilson Lee at 202-551-3468 if
you have questions regarding comments on the financial statements and related
matters. Please contact Isabel Rivera at 202-551-3518 or Jeffrey Gabor at 202-551-2544 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Alison Pear