APX New Harmony Partners-F D/A $168.17M in equity, sold $19.02M, 224 investors

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
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

X None

Entity Type

0001861766

	Corporation
X	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

APX New Harmony Partners-F, LP

Jurisdiction of Incorporation/Organization

DELAWARE

Year of Incorporation/Organization

	Over Five Years Ago
X	Within Last Five Years (Specify Year)	2021
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
APX New Harmony Partners-F, LP
Street Address 1		Street Address 2
651 DELAWARE AVENUE		SUITE 210
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
BUFFALO	NEW YORK	14202	7168558090

3. Related Persons

Last Name	First Name	Middle Name
Reich	Justin
Street Address 1	Street Address 2
651 Delaware Ave	Suite 210
City	State/Province/Country	ZIP/PostalCode
Buffalo	NEW YORK	14202

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Officer of APX Energy, LLC, the managing general partner and sponsor of the issuer.

Last Name	First Name	Middle Name
Campbell	Jakob
Street Address 1	Street Address 2
651 Delaware Ave	Suite 210
City	State/Province/Country	ZIP/PostalCode
Buffalo	NEW YORK	14202

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Officer of APX Energy, LLC, the managing general partner and sponsor of the issuer.

Last Name	First Name	Middle Name
Cohen	David
Street Address 1	Street Address 2
651 Delaware Avenue	Suite 210
City	State/Province/Country	ZIP/PostalCode
Buffalo	NEW YORK	14202

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Officer of APX Energy, LLC, the managing general partner and 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 X Oil & Gas Other Energy

Health Care Biotechnology Health Insurance Hospitals & Physicians Pharmaceuticals Other Health Care Manufacturing Real Estate Commercial Construction REITS & Finance Residential 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
X	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
	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	2021-07-14	First Sale Yet to Occur
X	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year? Yes X 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 $5,000 USD

12. Sales Compensation

Recipient	Recipient CRD Number None
JCC Capital Markets LLC	146776
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
30012 IVY GLENN DRIVE	Suite 180A
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 X All States	Foreign/non-US

Recipient	Recipient CRD Number None
Eldridge Bourque	6342308
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
Alexander Capital	40077
Street Address 1	Street Address 2
17 State Street
City	State/Province/Country	ZIP/Postal Code
New York	NEW YORK	10004
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
LOUISIANA

Recipient	Recipient CRD Number None
Douglas Schiffmiller	4222388
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
American Portfolios	18487
Street Address 1	Street Address 2
9712 3rd Ave	1st Floor
City	State/Province/Country	ZIP/Postal Code
Brooklyn	NEW YORK	11209
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
MARYLAND

Recipient	Recipient CRD Number None
Steven McNeilly	5614719
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
American Portfolios	18487
Street Address 1	Street Address 2
7 Cypres Lane
City	State/Province/Country	ZIP/Postal Code
Cedar Grove	NEW JERSEY	07009
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
CALIFORNIA

Recipient	Recipient CRD Number None
Ameritas Investment	14869
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
5900 O Street
City	State/Province/Country	ZIP/Postal Code
Lincoln	NEBRASKA	68510
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
Noel Bragg	1175231
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
American Trust Investment	3001
Street Address 1	Street Address 2
501 N El Camino Real	#211
City	State/Province/Country	ZIP/Postal Code
San Clemente	CALIFORNIA	92672
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
CALIFORNIA

Recipient	Recipient CRD Number None
Markham Dossett	1058149
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
Berthel Fisher	13609
Street Address 1	Street Address 2
327 Cedar Canyon Rd
City	State/Province/Country	ZIP/Postal Code
Crawford	TEXAS	76638
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
Paul Reinhart	2086851
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
Berthel Fisher	13609
Street Address 1	Street Address 2
8050 Beckett Center
City	State/Province/Country	ZIP/Postal Code
West Chester	OHIO	450609
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
KENTUCKY MICHIGAN

Recipient	Recipient CRD Number None
Raymond Becker	16399
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
Berthel Fisher	13609
Street Address 1	Street Address 2
701 Kansas Ave
City	State/Province/Country	ZIP/Postal Code
Atchison	KANSAS	66002
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
KANSAS

Recipient	Recipient CRD Number None
Robert Hardcastle	1101791
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
Berthel Fisher	13609
Street Address 1	Street Address 2
16100 Chesterfield Pkwy	Suite 150
City	State/Province/Country	ZIP/Postal Code
Chesterfield	MISSOURI	63017
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
MISSOURI

Recipient	Recipient CRD Number None
Cabin Securities	137608
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
6240 W 135th St	Suite 214
City	State/Province/Country	ZIP/Postal Code
Overland Park	KANSAS	66223
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
Dennis Dachtler	1348432
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
Calton & Assoc	2099
Street Address 1	Street Address 2
2130 E Bidwell St
City	State/Province/Country	ZIP/Postal Code
Folsom	CALIFORNIA	95630
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
CALIFORNIA

Recipient	Recipient CRD Number None
Jeffrey Babcock	1555909
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
Calton & Assoc	2099
Street Address 1	Street Address 2
2101 N El Camino Real	#206
City	State/Province/Country	ZIP/Postal Code
Oceanside	CALIFORNIA	90254
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
CALIFORNIA

Recipient	Recipient CRD Number None
Marc Seehernan	1131557
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
Calton & Assoc	2099
Street Address 1	Street Address 2
32 W 40th Street	7th Floor
City	State/Province/Country	ZIP/Postal Code
New York	NEW YORK	10018
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
FLORIDA MICHIGAN NEW JERSEY NEW YORK

Recipient	Recipient CRD Number None
Taher Gilani	2381502
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
Calton & Assoc	2099
Street Address 1	Street Address 2
8304 Briarwood Lane
City	State/Province/Country	ZIP/Postal Code
Austin	TEXAS	78757
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
CALIFORNIA TEXAS

Recipient	Recipient CRD Number None
Cambridge Investment Research	39543
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
1776 Pleasant Plain Rd
City	State/Province/Country	ZIP/Postal Code
Fairfield	IOWA	52556
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
Frank Chauner	735725
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
Chauner Securities	10075
Street Address 1	Street Address 2
666 Dundee Road	#903
City	State/Province/Country	ZIP/Postal Code
Northbrook	ILLINOIS	60062
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
Gilbert Sabatka	1229982
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
Client One	152974
Street Address 1	Street Address 2
227 Southwind Place
City	State/Province/Country	ZIP/Postal Code
Manhattan	KANSAS	66503
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
COLORADO KANSAS

Recipient	Recipient CRD Number None
Concorde Investment Services	151604
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
19500 Victory Pkwy	Suite 550
City	State/Province/Country	ZIP/Postal Code
Livonia	MICHIGAN	48152
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
Crown Capital	6312
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
725 Town & Country Rd	Suite 530
City	State/Province/Country	ZIP/Postal Code
Orange	CALIFORNIA	92868
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
Barry Queen	5715369
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
First Financial Equity	16507
Street Address 1	Street Address 2
1199 E Walnut St
City	State/Province/Country	ZIP/Postal Code
Pasadena	CALIFORNIA	91106
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
VIRGINIA

Recipient	Recipient CRD Number None
John Jaicks	2100233
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
International Assets Advisory	10645
Street Address 1	Street Address 2
2760 Rasmussen Rd	Suite D-202
City	State/Province/Country	ZIP/Postal Code
Park City	UTAH	84098
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
CALIFORNIA

Recipient	Recipient CRD Number None
Shannan Denison	4417573
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
International Assets Advisory	10645
Street Address 1	Street Address 2
161 Ottawa Ave	#112
City	State/Province/Country	ZIP/Postal Code
Grand Rapids	MICHIGAN	49503
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
MICHIGAN

Recipient	Recipient CRD Number None
Independent Financial Group	7717
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
12671 High Bluff Dr	#200
City	State/Province/Country	ZIP/Postal Code
San Diego	CALIFORNIA	92130
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
George Hjorth	2209607
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
Innovation Partners	146344
Street Address 1	Street Address 2
5950 Fairview Rd	#140
City	State/Province/Country	ZIP/Postal Code
Charlotte	NORTH CAROLINA	28210
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
CALIFORNIA

Recipient	Recipient CRD Number None
Randall Heller	1209975
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
KCD Financial	127473
Street Address 1	Street Address 2
10232 S Keeler Ave
City	State/Province/Country	ZIP/Postal Code
Oak Lawn	ILLINOIS	60453
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
ILLINOIS

Recipient	Recipient CRD Number None
Nicholas Giallourakis	4496285
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
Newbridge Securities	104065
Street Address 1	Street Address 2
1200 N Federal Hwy	#400
City	State/Province/Country	ZIP/Postal Code
Boca Raton	FLORIDA	33432
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
ILLINOIS

Recipient	Recipient CRD Number None
Vincent Klein	6405729
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
Saxony Securities	115547
Street Address 1	Street Address 2
425 S Woodsmill Rd	#290
City	State/Province/Country	ZIP/Postal Code
Chesterfield	MISSOURI	63017
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
FLORIDA MISSOURI

Recipient	Recipient CRD Number None
Ann VanEngelnburg	419118
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
United Planners Fin	20804
Street Address 1	Street Address 2
1150 W First St
City	State/Province/Country	ZIP/Postal Code
Sumner	IOWA	50674
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
IOWA

Recipient	Recipient CRD Number None
D. Troy Vieth	5100754
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
United Planners Fin	20804
Street Address 1	Street Address 2
7333 E Doubletree Ranch Rd	#120
City	State/Province/Country	ZIP/Postal Code
Scottsdale	ARIZONA	85258
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
MISSOURI

Recipient	Recipient CRD Number None
David Chalmers	2943921
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
United Planners Fin	20804
Street Address 1	Street Address 2
323Hadden Ave
City	State/Province/Country	ZIP/Postal Code
Hadden Township	NEW JERSEY	08108
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
NEW JERSEY

Recipient	Recipient CRD Number None
Jeffry Fruchtenicht	2111746
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
Unite Planners FIn	20804
Street Address 1	Street Address 2
231 First St E
City	State/Province/Country	ZIP/Postal Code
Independence	IOWA	50644
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
IOWA

Recipient	Recipient CRD Number None
Christopher Dukes	4712873
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
Westpark Capital	39914
Street Address 1	Street Address 2
650 S Westlake Blvd	#205
City	State/Province/Country	ZIP/Postal Code
Thousand Oaks	CALIFORNIA	91362
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
CALIFORNIA

Recipient	Recipient CRD Number None
Barbara Meyers	1261182
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
Woodbury Financial	421
Street Address 1	Street Address 2
4 Shoreline
City	State/Province/Country	ZIP/Postal Code
Irvine	CALIFORNIA	92614
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
CALIFORNIA

13. Offering and Sales Amounts

Total Offering Amount	$168,170,244	USD	or Indefinite
Total Amount Sold	$19,022,900	USD
Total Remaining to be Sold	$149,147,344	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:

224

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	$1,325,837	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 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.

$1,551,067

USD

Estimate

Clarification of Response (if Necessary):

The managing general partner received an Engineering and Completion Fee.

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
APX New Harmony Partners-F, LP	David Cohen	David Cohen	VP, APX Energy, LLC, MGP	2022-03-11

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.