The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Intentional misstatements or omissions of fact constitute federal criminal violations. See 18 U.S.C. 1001.

FORM D

Notice of Exempt Offering of Securities
OMB APPROVAL
OMB Number: 3235-0076
Estimated average burden
hours per response: 4.00

1. Issuer's Identity

CIK (Filer ID Number) Previous Names
   None
Entity Type
0001851421
BDP Special Situation Fund I, LLC
   Corporation
   Limited Partnership
X Limited Liability Company
   General Partnership
   Business Trust
   Other (Specify)

Name of Issuer
BDP Special Situations Fund I, LLC
Jurisdiction of Incorporation/Organization
DELAWARE
Year of Incorporation/Organization
   Over Five Years Ago
X Within Last Five Years (Specify Year) 2020
   Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
BDP Special Situations Fund I, LLC
Street Address 1 Street Address 2
7 OAK PLACE SUITE 240
City State/Province/Country ZIP/PostalCode Phone Number of Issuer
MONTCLAIR NEW JERSEY 07042 212-906-0124

3. Related Persons

Last Name First Name Middle Name
BDP SSFI Manager, LLC n/a
Street Address 1 Street Address 2
7 Oak Place Suite 240
City State/Province/Country ZIP/PostalCode
Montclair NEW JERSEY 07042
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Manager of the Issuer
Last Name First Name Middle Name
Placek David
Street Address 1 Street Address 2
7 Oak Place Suite 240
City State/Province/Country ZIP/PostalCode
Montclair NEW JERSEY 07042
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Manager of the Sole Manager of the Sponsor
Last Name First Name Middle Name
BDP Holdings, LLC n/a
Street Address 1 Street Address 2
7 Oak Place Suite 240
City State/Province/Country ZIP/PostalCode
Montclair NEW JERSEY 07042
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Sponsor of the Issuer

4. Industry Group

   Agriculture
Banking & Financial Services
   Commercial Banking
   Insurance
   Investing
   Investment Banking
   Pooled Investment Fund
Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?
   Yes    No
   Other Banking & Financial Services
   Business Services
Energy
   Coal Mining
   Electric Utilities
   Energy Conservation
   Environmental Services
   Oil & Gas
   Other Energy
Health Care
   Biotechnology
   Health Insurance
   Hospitals & Physicians
   Pharmaceuticals
   Other Health Care
   Manufacturing
Real Estate
   Commercial
   Construction
   REITS & Finance
   Residential
X Other Real Estate
  
 Retailing
  
 Restaurants
Technology
   Computers
   Telecommunications
   Other Technology
Travel
   Airlines & Airports
   Lodging & Conventions
   Tourism & Travel Services
   Other Travel
  
 Other

5. Issuer Size

Revenue Range OR Aggregate Net Asset Value Range
   No Revenues    No Aggregate Net Asset Value
   $1 - $1,000,000    $1 - $5,000,000
   $1,000,001 - $5,000,000    $5,000,001 - $25,000,000
   $5,000,001 - $25,000,000    $25,000,001 - $50,000,000
   $25,000,001 - $100,000,000    $50,000,001 - $100,000,000
   Over $100,000,000    Over $100,000,000
X Decline to Disclose    Decline to Disclose
   Not Applicable    Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

   Rule 504(b)(1) (not (i), (ii) or (iii))
   Rule 504 (b)(1)(i)
   Rule 504 (b)(1)(ii)
   Rule 504 (b)(1)(iii)
X Rule 506(b)
   Rule 506(c)
   Securities Act Section 4(a)(5)
   Investment Company Act Section 3(c)
   Section 3(c)(1)    Section 3(c)(9)  
   Section 3(c)(2)    Section 3(c)(10)
   Section 3(c)(3)    Section 3(c)(11)
   Section 3(c)(4)    Section 3(c)(12)
   Section 3(c)(5)    Section 3(c)(13)
   Section 3(c)(6)    Section 3(c)(14)
   Section 3(c)(7)

7. Type of Filing

   New Notice Date of First Sale 2021-04-23    First Sale Yet to Occur
X Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year?
X Yes    No

9. Type(s) of Securities Offered (select all that apply)

X Equity    Pooled Investment Fund Interests
   Debt    Tenant-in-Common Securities
   Option, Warrant or Other Right to Acquire Another Security    Mineral Property Securities
   Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security    Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?
   Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $50,000 USD

12. Sales Compensation

Recipient
Recipient CRD Number    None
Arete Wealth Management, LLC 44856
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
1115 W. Fulton Market 3rd Floor
City State/Province/Country ZIP/Postal Code
Chicago ILLINOIS 60607
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 X All States
   Foreign/non-US
Recipient
Recipient CRD Number    None
Center Street Securities, Inc. 26898
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
2 International Plaza Suite 301
City State/Province/Country ZIP/Postal Code
Nashville TENNESSEE 37217
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
CONNECTICUT
FLORIDA
GEORGIA
NEVADA
SOUTH CAROLINA
TENNESSEE
WASHINGTON
Recipient
Recipient CRD Number    None
MHL Investments 2535
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
6900 S. 900 E. Suite 200
City State/Province/Country ZIP/Postal Code
Midvale UTAH 84047
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
ARIZONA
NEVADA
UTAH
WYOMING
Recipient
Recipient CRD Number    None
Cobalt Capital, Inc. 136161
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
250 International Parkway Suite 270
City State/Province/Country ZIP/Postal Code
Lake Mary FLORIDA 32743
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
FLORIDA
Recipient
Recipient CRD Number    None
Landolt Securities, Inc. 28352
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
41412 N. Hwy. 83
City State/Province/Country ZIP/Postal Code
Antioch ILLINOIS 600002
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
DELAWARE
FLORIDA
NEW JERSEY
NEW YORK
Recipient
Recipient CRD Number    None
S2K Financial LLC 248786
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
5950 Hazeltine Drive Suite 305
City State/Province/Country ZIP/Postal Code
Orlando FLORIDA 32822
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
NORTH CAROLINA
Recipient
Recipient CRD Number    None
Saxony Securities, Inc. 115547
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
11152 S. Towne Square
City State/Province/Country ZIP/Postal Code
St. Louis MISSOURI 63123
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
TEXAS
WASHINGTON
Recipient
Recipient CRD Number    None
Great Point Capital LLC 114203
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
200 West Jackson Blvd. Suite 1000
City State/Province/Country ZIP/Postal Code
Chicago ILLINOIS 60606
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
MINNESOTA
Recipient
Recipient CRD Number    None
Moloney Securities Co., Inc. 38535
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
13537 Barrett Parkway Drive, #300
City State/Province/Country ZIP/Postal Code
Manchester MISSOURI 63021
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
NEW YORK
Recipient
Recipient CRD Number    None
Emerson Equity LLC 130032
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
155 BBovet Road Suite 725
City State/Province/Country ZIP/Postal Code
San Mateo CALIFORNIA 94402
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
ARIZONA
CALIFORNIA
CONNECTICUT
FLORIDA
GEORGIA
NEW JERSEY
NEW YORK
PENNSYLVANIA
Recipient
Recipient CRD Number    None
Ni Advisors 134502
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
1138 Cadillac Court
City State/Province/Country ZIP/Postal Code
Milptas CALIFORNIA 95035
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
CALIFORNIA
HAWAII
Recipient
Recipient CRD Number    None
Coastal Equities, Inc. 23769
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
1201 N. Orange Street Suite 729
City State/Province/Country ZIP/Postal Code
Wilmington DELAWARE 19801
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
ARIZONA
ARKANSAS
TEXAS
Recipient
Recipient CRD Number    None
American Trust Investment Services, Inc. 3001
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
1244 119th Street
City State/Province/Country ZIP/Postal Code
Whiting INDIANA 46394
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
CALIFORNIA
COLORADO
NEVADA
NEW MEXICO
NORTH CAROLINA
TEXAS
UTAH
Recipient
Recipient CRD Number    None
Vestech Securities, Inc. 41409
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
11477 Olde Cabin Rd. Suite 310
City State/Province/Country ZIP/Postal Code
St. Louis MISSOURI 63141
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
TEXAS
Recipient
Recipient CRD Number    None
World Equity Group, Inc. 29087
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
425 N. Martingale Road Suite 1220
City State/Province/Country ZIP/Postal Code
Schaumburg ILLINOIS 60173
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
NEW JERSEY
NEW YORK
Recipient
Recipient CRD Number    None
SunBelt Securities, Inc. 42180
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
2700 Post Oak Blvd. Suite 1700
City State/Province/Country ZIP/Postal Code
Houston TEXAS 77056
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
TEXAS
Recipient
Recipient CRD Number    None
TCFG Wealth Management, LLC 164153
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
28202 Cabot Road Suite 300
City State/Province/Country ZIP/Postal Code
Laguna Niguel CALIFORNIA 92677
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
MARYLAND

13. Offering and Sales Amounts

Total Offering Amount $19,339,607 USD
or    Indefinite
Total Amount Sold $19,339,607 USD
Total Remaining to be Sold $0 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, and enter the 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:
282

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions $3,000,000 USD
X Estimate
Finders' Fees $0 USD
X 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 of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$2,500,000 USD
   Estimate

Clarification of Response (if Necessary):

Estimate of certain fees including the Dealer Manager fee and organization and offering costs.

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking 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 and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*
  • Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which 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 by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer 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) is founded, directly or indirectly, upon the provisions of:  (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 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, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed 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.

Issuer Signature Name of Signer Title Date
BDP Special Situations Fund I, LLC David Placek David Placek Manager of the Sole Manager of the Sponsor 2023-09-13

Persons who respond to the collection of information contained in this form are not required to respond unless 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 or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.