SECURITIES AND EXCHANGE COMMISSIONFORM D
Official notice of an offering of securities that is made without registration under the Securities
Act in reliance on an exemption provided by Regulation D and Section 4(6) under the Act.

Filing Date: 2023-01-11

SEC Accession No. 0001957431-23-000002(HTML Version on secdatabase.com)

FILER
Ondo I LP
CIK:1957431| IRS No.: 884334738 | State of Incorp.:DE | Fiscal Year End: 1231
Type: D | Act: 33 | File No.: 021-470288 | Film No.: 23522325

Mailing Address
Business Address
500 WEST PUTNAM AVENUE 500 WEST PUTNAM AVENUESUITE 400
SUITE 400
GREENWICH CT 06830
GREENWICH CT 06830
808-223-5602

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM D
Notice of Exempt Offering of Securities

OMB APPROVALOMB Number:
3235-0076
June 30,Expires:
2012
Estimated averageburdenhours per4.00
response:

1. Issuer's Identity
CIK (Filer ID Number)Previous Name(s)☒NoneEntity Type☐Corporation☒ Limited Partnership☐ Limited Liability Company☐ General Partnership☐ Business Trust☐Other0001957431
Name of Issuer
Ondo I LP
Jurisdiction of Incorporation/Organization
DELAWARE
Year of Incorporation/Organization☐ Over Five Years Ago☒ Within Last Five Years (Specify Year) 2022
☐ Yet to Be Formed
2. Principal Place of Business and Contact Information
Name of Issuer
Ondo I LP
Street Address 1500 West Putnam Avenue
City
State/Province/CountryGreenwich
CONNECTICUT

Street Address 2
Suite 400
ZIP/Postal Code06830

Phone No. of Issuer
302-265-0043

3. Related Persons
Last NameOndo I GP LLC
Street Address 1500 West Putnam Avenue
CityFirst Name
N/A
Street Address 2
Suite 400
State/Province/CountryGreenwich

CONNECTICUT

Middle Name

ZIP/Postal Code06830

Relationship: ☒ Executive Officer ☐ Director ☐ Promoter
Clarification of Response (if Necessary)
General Partner of the Issuer.
Last Name
Ondo Capital Management LLC
Street Address 1
500 West Putnam Avenue
CityFirst Name
N/A
Street Address 2
Suite 400
State/Province/Country

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Middle Name

ZIP/Postal CodeGreenwich

06830

CONNECTICUT

Relationship: ☒ Executive Officer ☐ Director ☐ Promoter
Clarification of Response (if Necessary)
Investment Manager of The Issuer.
Last Name
AllmanStreet Address 1500 West Putnam Avenue
CityFirst Name
NathanStreet Address 2
Suite 400
State/Province/Country

Greenwich

CONNECTICUT

Middle Name

ZIP/Postal Code06830

Relationship: ☒ Executive Officer ☐ Director ☐ Promoter
Clarification of Response (if Necessary)
Manager of the General Partner and Investment Manager of The Issuer.
4. Industry Group☐ Agriculture
Banking & Financial Services☐ Commercial Banking☐ Insurance☐ Investing☐ Investment Banking☒ Pooled Investment Fund☒ Hedge Fund
☐ Private Equity Fund
☐ Venture Capital Fund
☐ Other Investment Fund

Health Care
☐ Biotechnology☐ Health Insurance☐ Hospitals & Physicians☐ Pharmaceuticals☐ Other Health Care
☐ Manufacturing
Real Estate☐ Commercial☐ Construction☐ REITS & Finance☐ Residential*Is the issuer registered as aninvestment company under the☐ Other Real Estate☐

Investment Company Act of1940?
☐ Yes ☒No
Other Banking & FinancialServices☐ Retailing☐ Restaurants
Technology☐ Computers☐ Telecommunications☐ Other TechnologyTravel☐ Airlines & Airports☐ Lodging & Conventions☐ Tourism & Travel Services☐ Other Travel☐ Other☐ Business Services
Energy☐ Coal Mining☐ Electric Utilities☐ Energy Conservation☐ Environmental Services☐ Oil & Gas☐ Other Energy
5. Issuer Size

Revenue Range☐ No Revenues$1 - $1,000,000

Aggregate Net Asset Value Range☐ No Aggregate Net Asset Value☐ $1 - $5,000,000
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☐
☐
☐
☐
☐
☐☐
☐
☐
☐
☒
☐

$1,000,001 - $5,000,000$5,000,001 - $25,000,000$25,000,001 - $100,000,000
Over $100,000,000
Decline to Disclose
Not Applicable$5,000,001 - $25,000,000$25,000,001 - $50,000,000$50,000,001 - $100,000,000
Over $100,000,000
Decline to Disclose
Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)☐ Rule 504(b)(1) (not (i), (ii) or (iii)) ☐Rule 505☐ Rule 504 (b)(1)(i)☐Rule 506
☐ Rule 504 (b)(1)(ii)☐Securities Act Section 4(6)☐ Rule 504 (b)(1)(iii)☒Investment Company Act Section 3(c)☐Section 3(c)(1)☐Section 3(c)(2)☐Section 3(c)(3)☐Section 3(c)(4)☐Section 3(c)(5)☐Section 3(c)(6)☒Section 3(c)(7)☐Section 3(c)(9)☐Section 3(c)(10)☐Section 3(c)(11)☐Section 3(c)(12)☐Section 3(c)(13)☐Section 3(c)(14)

7. Type of Filing☒ New Notice Date of First Sale ☒ First Sale Yet to Occur☐ Amendment
8. Duration of Offering
Does the Issuer intend this offering to last more than one year? ☒ Yes ☐ No
9. Type(s) of Securities Offered (select all that apply)☒ Pooled Investment Fund Interests☐ Tenant-in-Common Securities☐ Equity☐ Debt☐ Mineral Property Securities☐ Another Security

Option, Warrant or Other Right to Acquire

Security to be Acquired Upon Exercise of Option, Warrant or Other☐ Right to Acquire Security☒ Other (describe)
Limited Partnership Interests.

10. Business Combination Transaction
Is this offering being made in connection with a business combination transaction, such as a merger,
acquisition or exchange offer?
Clarification of Response (if Necessary)
11. Minimum Investment
Minimum investment accepted from any outside investor $ 0 USD

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Please Consider the Environment Before Printing This Document☐ Yes ☒ No12. Sales Compensation
Recipient

Recipient CRD Number ☐ None(Associated) Broker or Dealer ☐ None(Associated) Broker or Dealer CRD
NumberStreet Address 1Street Address 2

City

State/Province/Country

State(s) of Solicitation (select all thatapply)
Check “All States” or check individualStatesAll☐ States☐ None
ZIP/PostalCode☐ Foreign/non-US

13. Offering and Sales Amounts
USD or ☒ Indefinite

Total Offering Amount$Total Amount Sold

$ 0 USD

Total Remaining to be Sold $USD or ☒ Indefinite

Clarification of Response (if Necessary)
14. Investors☐ Select if securities in the offering have been or may be sold to persons who do not qualify as accredited
investors,
Number of such non-accredited investors who already have invested in the offering

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as
accredited investors, enter the total number of investors who already have invested in the offering:

015. Sales Commissions & Finders’ Fees Expenses
Provide separately the amounts of sales commissions and finders' fees expenses, if any. If the amount of an expenditureis not known, provide an estimate and check the box next to the amount.
Sales Commissions $ 0 USD ☒ Estimate
Finders' Fees

$ 0 USD ☒ Estimate

Clarification of Response (if Necessary)

16. Use of Proceeds
Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any ofthe persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amountis unknown, provide an estimate and check the box next to the amount.
$ 0 USD ☒ Estimate
Clarification of Response (if Necessary)

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Ondo I GP LLC and certain persons listed in item 3 may receive a management fee based on the value of the issuer's
assets and/or a performance-based fee based on the issuers profits.
Signature and Submission
Please verify the information you have entered and review the Terms of Submission below before signing andclicking SUBMIT below to file this notice.
Terms of Submission
In submitting this notice, each Issuer named above is:• Notifying the SEC and/or each State in which this notice is filed of the offering of securities described andundertaking to furnish them, upon written request, the information furnished to offerees.
• Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legallydesignated officer of the State in which the Issuer maintains its principal place of business and any State inwhich this notice is filed, as its agents for service of process, and agreeing that these persons may accept
service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made byregistered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought
against it in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a)arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) isfounded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Actof 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Actof 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer
maintains its principal place of business or any State in which this notice is filed.
• Certifying that the Issuer is not disqualified from relying on any Regulation D exemption it has identified in Item
6 above for one of the reasons stated in Rule 505(b)(2)(iii).
Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to besigned on its behalf by the undersigned duly authorized person.
For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.
IssuerOndo I LP

Signature
Nathan Allman

Name of Signer
Nathan Allman

Title
Manager of Ondo I GP LLC

Date
2023-01-10

Persons who respond to the collection of information contained in this form are not required to respondunless the form displays a currently valid OMB number.
* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11,1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA,
whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking orotherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.

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