Correspondence 0001477932-25-001640 from Iron Bridge Mortgage Fund, LLC (CIK 0001462371)
Iron Bridge Mortgage Fund, LLC (CIK 0001462371)
Date: March 12, 2025 · CIK: 0001462371 · Accession: 0001477932-25-001640
AI Filing Summary & Sentiment
File numbers found in text: 024-11984
Referenced dates: March 10, 2025
Letter
iron_corresp.htm
805 SW Broadway
Suite 1500
Portland, OR 97205
503.226.1191 Phone
503.226.0079 Fax
File Number: I7779-0006
503.226.8636 Direct
apear@buchalter.com
March 12, 2025
Jeffrey Gabor/Isabel Rivera
Office of Real Estate & Construction
Division of Corporate Finance
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549
Re:
Iron Bridge Mortgage Fund, LLC
Offering Statement on Form 1-A
Post-Qualification Amendment No. 6
Filed March 3, 2025
File No. 024-11984
To Whom it May Concern:
On behalf of Iron Bridge Mortgage Fund LLC (the “Company” or “Iron Bridge”), this letter is submitted in response to the Staff’s comment letter dated March 10, 2025 relating to the above-captioned Offering Statement on Form 1-A (the “Amended Offering Statement 6”). We have filed Post-Qualification Amendment No. 7 (“Amended Offering Statement 7”) concurrently herewith. The Staff’s comments are set forth below along with the Company’s response to each comment. Capitalized terms that are not otherwise defined herein shall have the meanings set forth in the Offering Statement.
Post-qualification Amendment No. 6 to Offering Statement on Form 1-A filed March 3, 2025
Risk Factors
We are not a registered investment company under the Investment Company Act, and as such your investment may not have the same rights . . . , page 16
COMMENT:
1.
We note your response to prior comment 2. Please remove the phrase “endorsed by SEC guidance” on page 16. Further, please revise the Company’s risk factor disclosure to describe potential risks if the Units are deemed to be “redeemable securities.” Clarify that there is no assurance that SEC staff would agree that the Units are not “redeemable securities.”
Jeffrey Gabor/Isabel Rivera
Office of Real Estate & Construction
March 12, 2025
Page 2
RESPONSE: We have made the requested changes in Amended Offering Statement 7.
General
COMMENT:
2.
We note your response to prior comment 6. Please revise your statement on page F-6 to clearly state whether such loans are or will be secured in whole by real property, rather than in part (consistent with page F-30).
RESPONSE: We have made the requested changes in Amended Offering Statement 7.
Thank you for your consideration of the Company’s response to the Staff’s comments. If you have any questions regarding this response, please do not hesitate to contact me by phone at (503) 307-5732 or e-mail at apear@buchalter.com. We welcome the opportunity to discuss any further concerns the Staff may have.
Jeffrey Gabor/Isabel Rivera
Office of Real Estate & Construction
March 12, 2025
Page 3
Very truly yours,
BUCHALTER
Show Raw Text
CORRESP
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filename1.htm
iron_corresp.htm
805 SW Broadway
Suite 1500
Portland, OR 97205
503.226.1191 Phone
503.226.0079 Fax
File Number: I7779-0006
503.226.8636 Direct
apear@buchalter.com
March 12, 2025
Jeffrey Gabor/Isabel Rivera
Office of Real Estate & Construction
Division of Corporate Finance
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549
Re:
Iron Bridge Mortgage Fund, LLC
Offering Statement on Form 1-A
Post-Qualification Amendment No. 6
Filed March 3, 2025
File No. 024-11984
To Whom it May Concern:
On behalf of Iron Bridge Mortgage Fund LLC (the “Company” or “Iron Bridge”), this letter is submitted in response to the Staff’s comment letter dated March 10, 2025 relating to the above-captioned Offering Statement on Form 1-A (the “Amended Offering Statement 6”). We have filed Post-Qualification Amendment No. 7 (“Amended Offering Statement 7”) concurrently herewith. The Staff’s comments are set forth below along with the Company’s response to each comment. Capitalized terms that are not otherwise defined herein shall have the meanings set forth in the Offering Statement.
Post-qualification Amendment No. 6 to Offering Statement on Form 1-A filed March 3, 2025
Risk Factors
We are not a registered investment company under the Investment Company Act, and as such your investment may not have the same rights . . . , page 16
COMMENT:
1.
We note your response to prior comment 2. Please remove the phrase “endorsed by SEC guidance” on page 16. Further, please revise the Company’s risk factor disclosure to describe potential risks if the Units are deemed to be “redeemable securities.” Clarify that there is no assurance that SEC staff would agree that the Units are not “redeemable securities.”
Jeffrey Gabor/Isabel Rivera
Office of Real Estate & Construction
March 12, 2025
Page 2
RESPONSE: We have made the requested changes in Amended Offering Statement 7.
General
COMMENT:
2.
We note your response to prior comment 6. Please revise your statement on page F-6 to clearly state whether such loans are or will be secured in whole by real property, rather than in part (consistent with page F-30).
RESPONSE: We have made the requested changes in Amended Offering Statement 7.
Thank you for your consideration of the Company’s response to the Staff’s comments. If you have any questions regarding this response, please do not hesitate to contact me by phone at (503) 307-5732 or e-mail at apear@buchalter.com. We welcome the opportunity to discuss any further concerns the Staff may have.
Jeffrey Gabor/Isabel Rivera
Office of Real Estate & Construction
March 12, 2025
Page 3
Very truly yours,
BUCHALTER
A Professional Corporation
Alison Pear
Shareholder
AP:jlw
cc:
Gerard Stascausky