0002001926-25-000025.txt : 20250325 0002001926-25-000025.hdr.sgml : 20250325 20250324173835 ACCESSION NUMBER: 0002001926-25-000025 CONFORMED SUBMISSION TYPE: 1-A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20250325 DATE AS OF CHANGE: 20250324 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Harlem Park Partners, Inc. CENTRAL INDEX KEY: 0002001926 STANDARD INDUSTRIAL CLASSIFICATION: FINANCE SERVICES [6199] ORGANIZATION NAME: 02 Finance EIN: 931858064 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 1-A SEC ACT: 1933 Act SEC FILE NUMBER: 024-12593 FILM NUMBER: 25765236 BUSINESS ADDRESS: STREET 1: 650 CALIFORNIA STREET STREET 2: 7 FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94108 BUSINESS PHONE: 2405814693 MAIL ADDRESS: STREET 1: 650 CALIFORNIA STREET STREET 2: 7 FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94108 1-A 1 primary_doc.xml 1-A LIVE 0002001926 XXXXXXXX true false Harlem Park Partners, Inc. DE 2023 0002001926 6199 93-1858064 1 0 650 California Street 7 Fl San Francisco CA 94108 2405814693 Ameer Flippin Other 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 A 1000000000 0000000 OTC 0 0 true true false Tier1 Unaudited Debt N N N Y N N 3600 3600 100.0000 100.00 0.00 0.00 0.00 100.00 0.00 0.00 0.00 Auditor Pending 500.00 Attorney Pending 33000.00 0.00 Attorney Pending 1000.00 325500.00 false true AL AK AZ AR CA CO CT DE DC FL GA HI ID IL IN IA KS KY LA ME MD MA MI MN MS MO MT NE NV NH NJ NM NY NC ND OH OK OR PA PR RI SC SD TN TX UT VT VA WA WV WI WY A0 A1 A2 A3 A4 A5 A6 A7 A8 A9 B0 Z4 AL AK AZ AR CA CO CT DE DC FL GA HI ID IL IN IA KS KY LA ME MD MA MI MN MS MO MT NE NV NH NJ NM NY NC ND OH OK OR PA PR RI SC SD TN TX UT VT VA WA WV WI WY A0 A1 A2 A3 A4 A5 A6 A7 A8 A9 B0 Z4 true PART II AND III 2 harlemparknoteexhibit2final.htm HARLEMPARKNOTESEXHIBIT2FINAL.HTM Exhibit 2 Form of Note Harlem Park Partners, Inc. The Securities represented by the certificate have not been registered under the Securities Act of 1933, as amended, nor registered nor qualified under any state securities laws. Such securities may not be offered for sale, sold, delivered after sale, transferred, pledged, or hypothecated unless registerd and qualified under applicable federal and state securities Laws or unless, in the Opinion of counsel, satisfactory to the company, such registration and qualification is not required. Total Investment Amount $_______ Date:____________ FOR VALUE RECEIVED, the undersigned, Harlem Park Partners, Inc., a Delaware C-Corporation, ( the Company ), Promises to pay to the order of ______________(together with its successors and assigns, the Investor) the princidpal sum of __________($______), toghether with interest at the rate specified below. 1. Principal and Term. The full term of this Promissory Mote (the Note ) shall be the date (the Maturity Date ) ____________ (___) months from the date of this Note set forth above (the Term). Subject to Section 2(c), the Outstanding Principal Blance (as defined herein) shall be due and payable in full on the Maturity Date. For clarity, the Company and the Investor agree that if the Investor purchases Notes on multple dates, the term of each Note shall begin on the date of purchase of such Nte. The term Outstanding Principal Balance means, as of any dae of determination, the principal amount of this Note that remains unpaid. 2. Interest. (a) Calculation. Interest shall accrue on the Outstanding Principal Balance at the fixed interest rate of ___% per annum until the earliest to occur of the folllowing: (i) the Note is either prepaid, redeemed or called by the Company, or (ii) the Maturity Date. Interest shall be computed on the basis of a 360-day year consisting of twelve 30-day months. (b) Payments. All payments of interest by the Company under this Note shall accrue during the Term and shall be paid to the Investor on the Maturity Date. Payments will be made by transfer of funds by the Company to the Investor s Bank Account via ACH established by the investor. (c) Prepayment. This Note shall be callable, redeemable, and prepayable at any time by the Company, in its sole discretion, at par value plus any accrued but unpaid interest up to, but not including the daye of prepayment. The investor understands that dif Notes are prepaid or called by the Company before the Notes Maturity Date and the Investor will receive the principal via ACH payment of principle. 3. Recourse. Notwithstanding anything to the contrary contained herein, the principal of and acrued interest on this Note shall be payable by the Company to the Investor and shall represent a full and unconditional obligation of the Company, and the Investor shall have a first priority security interest in all of the assets of the Company. 4. Events of Default. If any one of the following events shall occur and be continuing (each, an Event of Default ): (i) the Company shall fail to pay as and when due in accordance with the terms hereof any principal on this Note, or premium, if any; (ii) the Company shall fail to pay as and when due in accordance with the terms hereof any interest on this Note, and such failure shall continue for 90 (ninety ) days after the date when such payment is due and the time for payment has not been extended or deferred; or (iii) the Copnay shall cease its business operations, or file a petition for relief or commence a proceeding under any bankruptcy, insolvency, reorganization or silmilar law (or its governing board shall authorize any such filing or the commencement of any such proceeding) or have any such petition filed against it, have any liquidator, administrator, trustee or custodian appointed with respect to it or any substantial portion of its busness or assets, make a general assignment for the benefit of creditors or generally admit its inability to pay its debts as they come due; then in any such event the Investor may, by notice to the Company, declare the entire Outstanding Principal Balance together with all interest accrued and unpaid thereon to be immediately due and payable, whereupon this Note and all such accrued interest shall become and be immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Copany. Notwithstanding the foregoing, if any event descried in clause (iii) above shall occur, the intire Outstanding Principal Balance together with all interest accrued and unpaid thereon shall automatically become due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Company. 5. Binding Effect: Assignment. this Note shall be binding upon the Copany and its successors and inure to the dbenefit of the Investor and its permitted successors and assigns. The Obligations of the Copany under this Note may not be delegated to or assumed by any other party, and any such purported delegation or assumption shall be null and vold. 6. Miscellaneous; (a) Payment. Both principal and interest are payable in lawful money of th eUnited States of America to the Investor by credit to the Investor, from which the Investor may then collect funds via ACH Transfer. (b) No Waiver. No delay on the part of the Investor in exercising any option, power or right hereunder, shall constitute a waiver thereof, nor shall the Investor be estopped from enforcing the same or any other provision at any later time or in any other instance. (c) Governing Law. This Note shall be governed by and construed in accordance with the internal laws of the State of Delaware, without giving effect to principles of conflict of laws. (d) Notice of Dispute Resolution by Binding Arbitration. Either party may, at its sole election, require that the sole and exclusive forum and remedy for resolution of any claim or dispute relating to this Note be final and binding arbitration pursuant to the terms and conditions set forth in section 21 of the Note Purchase Agreement between the Company and the Investor (the Arbitration Provision ), which is incorporated herein by reference. The Investor may opt out of the Arbitration Provision for all purposes by sending an arbitration opt out notice to Harlem Park Partners, Inc., 650 California Street 7 Fl, San Francisco, CA 94109, Attention: Investor Support that is received within thirty (30) days of the date of the Investor s first electronic acceptance of the terms of this Note. The opt out notice must clearly state that the Investor is rejecting arbitration; identify the agreement to which it applies by date; provide the Investor s name, address and social security or TIN/EIN number; and be signed by the Investor. No other methods can be used to opt out of the Arbitration Provision. If the opt out notice is sent on the Investor s behalf by a third party, such third party must include evidence of his or her authority to submit the opt out notice on the Investor s behalf. This Section 6(d) does not waive the compliance by the Company with the federal securities laws and the rules and regulations promulgated thereunder. (e) WAIVER of JURY TRIAL. To the extent permitted by applicable law, each of the Company and the investor waive a trial by jury in any litigation relating to this Note. Nothwithstanding the foregoing sentence, by agreeing to this section 6(e), the investor is not deemed to have waived the company s compliance with the federal securities laws and the rules and regulations thereunder. (f) Caption Headings. Caption or section headings in this Note are for convenience purposes only and are not to be used to interpret or define the provisions of the Note. (g) Electronic Signatures. The Company and the Investor each agree that the Electronic Signature , whether digital or encrypted, of the Company and the Investor are intended to authenticate this writing and to have the same force and effect as manual signatures to the extent and as provded for under applicable law, including the Electronic Signatures in Global and National Commerce Act of 2000 ( 15 USC 7001, et seq.),the state Electronic Transaction Act and any other similar state laws based on the Uniform Electronic Trasactions Act. Electronic Signature means any electronic sound, symbol or process attached to or logically associated with a record and executed and adopted by a party with the intent to sigh such record. In Witness Whereof, the Company has caused this Note to be duly executed as of the date first above written. HARLEM PARK PARTNERS, INC. Purchaser: A Delaware C-Corporation Name: Address: By: /s/ Ameer Flippin Signature: Name: Ameer Flippin Telephone: Title: CEO & Founder Email: PART II AND III 3 harlemsubscriptionagmtex1.htm HARLEMSUBSCRIPTIONAGMTEX1.HTM Exhibit 1 HARLEM PARK PARTNERS, INC. REGULATION A+ DEBT OFFERING SUBSCRIPTION AGREEMENT TO BE FILLED OUT BY SUBSCRIBER: Full Name Address Home Telephone Business Telephone Fax Number Email Address Ladies and Gentlemen: The undersigned hereby tenders this subscription and applies for the purchase of Notes as fully set forth and described in the Regulation A+ Offering Circular dated , 2025, of HARLEM PARK PARTNERS, INC. (the HARLEM PARK PARTNERS, INC. or Company ), a Delaware C-Harlem Park Partners, Inc., upon the terms and conditions set forth below. The Notes will sometimes be referred to herein as the Securities. Payment in the amount of a minimum $9.00 micro-payment for a Total Amount $ due for such Notes in 12-months. The Notes will be held in book-entry digital format at Carta.com by Harlem Park Partners, Inc. The undersigned understands that the HARLEM PARK PARTNERS, INC. may reject any subscription for Notes for any reason (regardless of whether any check relating to such subscription is deposited in a bank or trust account), and that the HARLEM PARK PARTNERS, INC. will promptly return the funds delivered herewith, without interest thereon, in the event this subscription is rejected, without deduction for expenses. By execution below, the undersigned acknowledges that the HARLEM PARK PARTNERS, INC. is relying upon the accuracy and completeness of the representations contained herein in complying with our obligations under applicable securities laws. 1. The undersigned acknowledges and represents as follows: a. The undersigned has received and carefully reviewed, and is familiar with, the Offering Circular dated as aforesaid and all material incorporated by reference therein or delivered therewith, if any (the Offering Circular ). In evaluating the suitability of an investment in the Securities, the undersigned has not relied upon any representations or other information (whether oral or written) from Management of the Company, its officers, directors, or employees or from the HARLEM PARK PARTNERS, INC. other than as set forth in the Offering Circular. b. The undersigned has such knowledge and experience in financial and business matters that he/she/it can evaluate the merits and risks of the prospective purchase of the Securities. c. The undersigned has obtained, to the extent he/she/it deems necessary, his/her own personal professional advice with respect to the risks inherent in the investment in the Securities, and the suitability of the investment in the Securities considering his/her/its financial condition and investment needs. d. The undersigned believes that the investment in the Securities is suitable for him/her based upon his/her/its investment objectives and financial needs, and the undersigned has adequate means of providing for his/her/its current financial needs and personal contingencies and has no need for liquidity of investment with respect to the Securities. e. The undersigned has verified information included in the Offering Circular and obtained any of the documents described in the Offering Circular so desired. f. The undersigned recognizes that the HARLEM PARK PARTNERS, INC. has a limited operating history, and that the Securities as an investment involve a high degree of risk including, but not limited to, the risk of economic losses from operations of the Company and the risks described under the heading Risk Factors in the Offering Circular. g. The undersigned realizes that (i) the purchase of the Securities should be considered by him/her to be a long-term investment, (ii) the purchaser of the Securities must bear the economic risk of investment for an indefinite period of time because although the Securities have been registered under applicable securities laws pursuant to Regulation A+ of the SEC, there is no guarantee that a public secondary market for the Securities will develop. The undersigned understands that he/she/it may not be able to liquidate his/her/its investment in the Securities in the event of an emergency or pledge any of the Securities as collateral security for loans. h. The undersigned acknowledges that he/she/it understands the risk that insufficient capital will be raised in this offering or in any other attempt to raise financing to fund the project contemplated hereby, if any, to assist in accomplishing the HARLEM PARK PARTNERS, INC. s goals and projections (if any); and that there is absolutely no assurance that (a) the Company will complete this offering of its Notes (b) the Company will be able to secure adequate funding from some other source to complete its projects/business plan ; or (c) that HARLEM PARK PARTNERS, INC. will be able to operate profitably. Further, the undersigned acknowledges that if the HARLEM PARK PARTNERS, INC. is unable to successfully conclude this offering, or obtain other financing, the Company (and, therefore, the undersigned) would suffer a substantial loss which may result in the HARLEM PARK PARTNERS, INC. not being able to develop and market the HARLEM PARK PARTNERS, INC. s products. 2. The undersigned represents and warrants that he/she is a bona fide resident of, and is domiciled in, the State or Country of , and that the Securities are being purchased by him/her/it in his/her/its name solely for his/her/its own beneficial interest and not as nominee for any other person, trust, or organization. 3. The undersigned is informed of the significance to the HARLEM PARK PARTNERS, INC. of the foregoing representations, and such representations are made with the intention that the HARLEM PARK PARTNERS, INC. will rely on the same. The undersigned shall indemnify and hold harmless the HARLEM PARK PARTNERS, INC. s officers, directors, and agents and the HARLEM PARK PARTNERS, INC. itself against any losses, claims, damages, or liabilities to which they, or any of them, may become subject insofar as such losses, claim, damages, or liabilities (or actions in respect thereof) arise from any misrepresentation or misstatement of facts or omission to represent or state facts made by the undersigned to the HARLEM PARK PARTNERS, INC. 4. The undersigned, if other than an individual, makes the following additional representations and warranties: a. The undersigned was not organized for the specific purpose of acquiring the securities. b. This Subscription Agreement has been duly authorized by all necessary action on the part of the undersigned, has been duly executed by the authorized officer or representative of the undersigned, and is a legal, valid, and binding obligation of the undersigned enforceable in accordance with its terms. 5. Manner in Which Title to the Securities is to be Held. It is understood the Securities will be held in book-entry form at Carta.com The HARLEM PARK PARTNERS, INC. will not have or make a record of how title is otherwise to be held (such as individual ownership, joint tenancy or tenants in common ). 6. The undersigned, if executing this Subscription Agreement in a representative or fiduciary capacity, (ii) represents that he or she has full power and authority to execute and deliver this Subscription Agreement on behalf of the subscribing individual, partnership, trust, estate, Harlem Park Partners, Inc., or other entity for whom the undersigned is executing this Subscription Agreement, and such individual, partnership, trust, estate, Harlem Park Partners, Inc., or other entity has full right and power to perform pursuant to such Subscription Agreement and become a shareholder of the Company and (ii) acknowledges that the representations and warranties contained herein shall be deemed to have been made on behalf of the person or persons for whom the undersigned is so purchasing. SIGNATURE PAGE FOR INDIVIDUALS: Dated: , 2025 Signature Signature (All record holders must sign) Name(s) Typed or Printed Name(s) Typed or Printed Address to Which Correspondence Should be directed Street or P.O. Box City, State or Zip Code Social Security Number Social Security Number Telephone Number WHEN COMPLETED AND SIGNED THIS SUBSCRIPTION AGREEMENT SHOULD BE DELIVERED AS INSTRUCTED BY THE COMPANY. ACCEPTED: HARLEM PARK PARTNERS, INC. By Date President SIGNATURE PAGE FOR ENTITIES: Dated: , 2025 Name of Entity *Signature with Title Name(s) Typed or Printed Address to Which Correspondence Should be directed Street or P.O. Box City, State and Zip Code Tax Identification Number Telephone Number WHEN COMPLETED AND SIGNED THIS SUBSCRIPTION AGREEMENT SHOULD BE DELIVERED AS INSTRUCTED BY THE COMPANY. ACCEPTED: HARLEM PARK PARTNERS, INC. By Date President