0001477932-26-005455.txt : 20260908 0001477932-26-005455.hdr.sgml : 20260908 20260908170339 ACCESSION NUMBER: 0001477932-26-005455 CONFORMED SUBMISSION TYPE: 1-A POS PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20260908 DATE AS OF CHANGE: 20260908 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Iron Bridge Mortgage Fund, LLC CENTRAL INDEX KEY: 0001462371 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] ORGANIZATION NAME: 05 Real Estate & Construction EIN: 263458758 STATE OF INCORPORATION: OR FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 1-A POS SEC ACT: 1933 Act SEC FILE NUMBER: 024-12642 FILM NUMBER: 261365768 BUSINESS ADDRESS: STREET 1: 9755 SW BARNES ROAD SUITE 420 CITY: PORTLAND STATE: OR ZIP: 97225 BUSINESS PHONE: 503-225-0300 MAIL ADDRESS: STREET 1: 9755 SW BARNES ROAD SUITE 420 CITY: PORTLAND STATE: OR ZIP: 97225 FORMER COMPANY: FORMER CONFORMED NAME: Iron Bridge Mortgage Fund LLC DATE OF NAME CHANGE: 20090421 1-A POS 1 primary_doc.xml 1-A POS LIVE 0001462371 XXXXXXXX 024-12642 Iron Bridge Mortgage Fund, LLC OR 2008 0001462371 6162 26-3458758 0 0 9755 SW Barnes Road Suite 420 Portland OR 97225 503-225-0300 Alison M. Pear Other 273571.00 0.00 129999880.00 1745103.00 133260880.00 695599.00 60754756.00 62308416.00 70952464.00 133260880.00 16361281.00 9210984.00 0.00 7152579.00 0.00 0.00 Perkins & Co N/A 0 0 N/A Class A Units 7579823 0 NA Class B Units 22933556 0 NA Class C Units 29247876 0 NA Class D Units 11176092 0 NA 0 true true false Tier2 Audited Equity (common or preferred stock) Y Y N Y N N 52000000 70937347 1.0000 52000000.00 0.00 0.00 0.00 52000000.00 0.00 0.00 0.00 Perkins & Co 100000.00 Buchalter LLP 60000.00 0.00 Buchalter LLP 15000.00 51825000.00 true AK AL AR AZ CA CO CT DC DE FL GA HI IA ID IL IN KS KY LA MA MD ME MI MN MO MS MT NC ND NE NH NJ NM NV NY OH OK OR PA RI SC SD TN TX UT VA VT WA WI WV WY false Iron Bridge Mortgage Fund, LLC Class A Units 4019010 0 May 1, 2025 - April 30, 2026 = $4,019,010 Iron Bridge Mortgage Fund, LLC Class B Units 7535841 0 May 1, 2025 - April 30, 2026 = $7,535,841 Iron Bridge Mortgage Fund, LLC Class C Units 7877746 0 May 1, 2025 - April 30, 2026 = $7,877,746 Iron Bridge Mortgage Fund, LLC Class D Units 3380925 0 May 1, 2025 - April 30, 2026 = $3,380,925 All Units issued after 3/18/2025 were issued pursuant to Reg A. PART II AND III 2 iron_1apos.htm 1-A iron_1apos.htm

Post-Qualification Amendment No. 3 to Offering Statement

Preliminary Offering Circular

File No. 024-12642

 

EXPLANATORY NOTE

 

Iron Bridge Mortgage Fund, LLC has prepared this Post-Qualification Amendment No. 3 solely for the purpose of adding to the Exhibit Index Exhibit 9.1.

 

Exhibit No.

 

Description

 

2.1

Articles of Organization of Iron Bridge Mortgage Fund, LLC (Incorporated by reference to Exhibit 2.1 to Iron Bridge Mortgage, LLC Regulation A Offering Statement for the Senior Secured Demand Notes on Form 1-A as filed with the Securities and Exchange Commission on December 19, 2017 (File No. 024-10777))

 

2.2

Third Amended and Restated Operating Agreement of Iron Bridge Mortgage Fund, LLC, as amended (Incorporated by reference to Exhibit 2.1 to the Current Report on Form 1-U as filed with the Securities and Exchange Commission on July 29, 2022 (File No. 24R-00149))

 

 

 

2.3

 

First Amendment to the Third Amended and Restated Operating Agreement of Iron Bridge Mortgage Fund, LLC, as amended (Incorporated by reference to Exhibit 2.3 to Iron Bridge Mortgage, LLC Post-Qualification Amendment No. 4 to Regulation A Offering Statement on Form 1-A as filed with the Securities and Exchange Commission on November 25, 2024 (File No. 024-11984))

 

 

 

2.4

 

Limited Waiver of Fees under the Operating Agreement, effective July 18, 2025, by Iron Bridge Management Group, LLC (Incorporated by reference to Exhibit 2.4 to Iron Bridge Mortgage, LLC's Regulation A Offering Statement on Form 1-A as filed with the Securities and Exchange Commission on July 22, 2025 (File No. 024-12642))

 

 

 

2.5

 

[PROPOSED] Fourth Amended and Restated Operating Agreement of Iron Bridge Mortgage Fund, LLC (Incorporated by reference to Exhibit 2.5 to Iron Bridge Mortgage, LLC Post-Qualification Amendment No. 2 on Form 1-A as filed with the Securities and Exchange Commission on August 6, 2026 (File No. 024-12642))

 

 

 

4.1

Form of Class D Unit Subscription Agreement, including Power of Attorney (Incorporated by reference to Exhibit 4.1 to Iron Bridge Mortgage, LLC Post-Qualification Amendment No. 4 to Regulation A Offering Statement on Form 1-A as filed with the Securities and Exchange Commission on November 25, 2024 (File No. 024-11984))

 

 

 

4.2

 

Form of Class C Unit Subscription Agreement, including Power of Attorney (Incorporated by reference to Exhibit 4.2 to Iron Bridge Mortgage, LLC Post-Qualification Amendment No. 4 to Regulation A Offering Statement on Form 1-A as filed with the Securities and Exchange Commission on November 25, 2024 (File No. 024-11984))

 

 

 

4.3

 

Form of Class B Unit Subscription Agreement, including Power of Attorney (Incorporated by reference to Exhibit 4.3 to Iron Bridge Mortgage, LLC Post-Qualification Amendment No. 4 to Regulation A Offering Statement on Form 1-A as filed with the Securities and Exchange Commission on November 25, 2024 (File No. 024-11984))

 

 

 

4.4

 

Form of Class A Unit Subscription Agreement, including Power of Attorney (Incorporated by reference to Exhibit 4.4 to Iron Bridge Mortgage, LLC Post-Qualification Amendment No. 4 to Regulation A Offering Statement on Form 1-A as filed with the Securities and Exchange Commission on November 25, 2024 (File No. 024-11984))

 

 

 

4.5

 

Form of Class Allocation Selection Supplement (Incorporated by reference to Exhibit 2.5 to Iron Bridge Mortgage, LLC Post-Qualification Amendment No. 2 on Form 1-A as filed with the Securities and Exchange Commission on August 6, 2026 (File No. 024-12642))

 

 

 

6.1

 

Amended and Restated Business Loan and Security Agreement (Revolving Line of Credit), dated effective July 31, 2025, by and between Iron Bridge Mortgage Fund, LLC and Columbia Bank (Incorporated by reference to Exhibit 6.1 to the Semi-Annual Report on Form 1-SA as filed with the Securities and Exchange Commission on September 11, 2025(File No. 24R-00149))

 

 

 

6.2

 

Amended and Restated Promissory Note, dated effective July 31, 2025, issued by Iron Bridge Mortgage Fund, LLC in favor of Columbia Bank (Incorporated by reference to Exhibit 6.2 to Semi-Annual Report on Form 1-SA as filed with the Securities and Exchange Commission on September 11, 2025(File No. 24R-00149))

 

 

 

6.3

 

Amended and Restated Pledge and Security Agreement (IB Sub Loan), dated July 31, 2025, by and between Iron Bridge Mortgage Company and Columbia Bank (Incorporated by reference to Exhibit 6.3 to the Semi-Annual Report on Form 1-SA as filed with the Securities and Exchange Commission on September 11, 2025(File No. 24R-00149))

 

 

 

6.4

 

First Amendment to Loan Documents, dated February 25, 2026, by and between Iron Bridge Mortgage Fund, LLC and Columbia Bank (Incorporated by reference to Exhibit 6.4 to the Annual Report on Form 1-K as filed with the Securities and Exchange Commission on April 20, 2026).

 

 

 

6.5

 

Second Amendment to Loan Documents, dated June 1, 2026, by and between Iron Bridge Mortgage Fund, LLC and Columbia Bank. (Incorporated by reference to Exhibit 6.5 of the Post-Qualification Offering Statement on Form 1-A as filed with the Securities and Exchange Commission on June 30, 2026).

 

 

 

9.1

 

Letter from CLA dated July 7, 2026. (Incorporated by reference to Exhibit 4.1 of the Current Report on Form 1-U filed on July 7, 2026).

 

 

 

11.1

 

Consent of Perkins & Co (Incorporated by reference to Exhibit 11.1 of the Post-Qualification Offering Statement on Form 1-A as filed with the Securities and Exchange Commission on June 30, 2026).

 

 

 

11.2

 

Consent of Buchalter, a Professional Corporation (Incorporated by reference to Exhibit 11.2 to the Offering Statement on Form 1-A as filed with the Securities and Exchange Commission on July 22, 2025).

 

 

 

12

 

Opinion of Buchalter, a Professional Corporation as to the legality of the securities being registered (Incorporated by reference to Exhibit 11.2)

 

 
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SIGNATURES

 

Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this offering statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Portland, State of Oregon, on September 8, 2026.

 

IRON BRIDGE MORTGAGE FUND, LLC

 

 

 

 

By:

/s/ Gerard Stascausky

Name:

Gerard Stascausky

Title:

Chief Executive Officer

 

This offering statement has been signed by the following person in the capacities and on the dates indicated.

 

Name

 

Title

/s/ Gerard Stascausky

 

Chief Executive Officer, Iron Bridge Mortgage Fund, LLC

Managing Director of Iron Bridge Management Group, LLC

Gerard Stascausky

Chief Executive Officer, Iron Bridge Mortgage Fund, LLC

Managing Director of Iron Bridge Management Group, LLC

 

(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

 

 
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