ASPIRITY HOLDINGS LLC - FORM 10-Q/A - August 17, 2015

Attached files

file filename
EX-10..4 - ADMINISTRATIVE SERVICES AGREEMENT - ASPIRITY HOLDINGS LLCaspirity_10qa-ex1004.htm
EX-10.2 - SECURED PROMISSORY NOTE - ASPIRITY HOLDINGS LLCaspirity_10qa-ex1002.htm
EX-31.1 - CERTIFICATION - ASPIRITY HOLDINGS LLCaspirity_10qa-ex3101.htm
EX-31.2 - CERTIFICATION - ASPIRITY HOLDINGS LLCaspirity_10qa-ex3102.htm
EX-32.1 - CERTIFICATION - ASPIRITY HOLDINGS LLCaspirity_10qa-ex3201.htm
EX-10.5 - DATALIVE SOFTWARE LICENSE - ASPIRITY HOLDINGS LLCaspirity_10qa-ex1005.htm
EX-10.3 - SECURITY AND GUARANTEE AGREEMENT - ASPIRITY HOLDINGS LLCaspirity_10qa-ex1003.htm
EX-10.1 - EQUITY INTEREST PURCHASE AGREEMENT - ASPIRITY HOLDINGS LLCaspirity_10qa-ex1001.htm

UNITED STATES OF AMERICA

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 10-Q/A

 

Amendment No. 1 

 

xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2015

 

or

 

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the Transition Period from ______________ to ______________

 

Commission File Number: 333-179460

 

Aspirity Holdings LLC

(Exact name of registrant as specified in its charter)

 

Minnesota   6221 – Commodity Contracts Brokers and Dealers   27-1658449
(State of organization)   (Primary Standard Industrial Classification Code Number)   (IRS Employer Identification Number)

 

   

16233 Kenyon Avenue, Suite 210

Lakeville, Minnesota 55044

    
    (Address of principal executive offices, zip code)    
         
    (952) 241-3103    
    (Registrant’s telephone number, including area code)    
         
    Twin Cities Power Holdings, LLC    
    (Former name, former address and former fiscal year, if changed since last report)    

 

___________________________________________

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or smaller reporting company. See definition of “large accelerated filer”, “accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer o Accelerated filer o Non-accelerated filer o Smaller reporting company x

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

 

 
 

 

EXPLANATORY NOTE

 

This amendment (Form 10-Q/A) is being provided for the sole purpose of providing exhibits 10.1, 10.2, 10.3, 10.4 and 10.5 omitted from our Form 10-Q for the period ending June 30, 2015, as filed on August 14, 2015. No other changes have been made to the Form 10-Q.

 

 

 

 

 

 

 

 

 

 

 

 

 

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Part II - Other Information

 

Item 6 - Exhibits

 

Exhibit Number   Description
3.1   Articles of Amendment and Restatement of Aspirity Holdings LLC (formerly known as Twin Cities Power Holdings, LLC), effective July 14, 2015 (incorporated by reference to Exhibit 3.1 of the Registrant's Form 8-K filed July 15, 2015).
3.2   Amended and Restated Bylaws of Aspirity Holdings LLC (formerly known as Twin Cities Power Holdings, LLC), effective July 14, 2015 (incorporated by reference to Exhibit 3.1 of the Registrant's Form 8-K filed July 15, 2015).
4.4   Aspirity Holdings LLC (formerly known as Twin Cities Power Holdings, LLC) Renewable Unsecured Subordinated Notes Subscription Agreement (incorporated by reference to Exhibit 4.4 to the Registrant's Form 8-K filed July 20, 2015).
10.1   Equity Interest Purchase Agreement by and between Angell Energy, LLC and Twin Cities Power Holdings, LLC, dated June 1, 2015.
10.2   Secured Promissory Note, dated as of June 1, 2015, and made by from Angell Energy, LLC in favor of Twin Cities Power Holdings, LLC.
10.3   Security and Guarantee Agreement by and among Angell Energy, LLC, Twin Cities Power, LLC, Summit Energy, LLC, and Michael Angell and Twin Cities Power Holdings, LLC, dated as of June 1, 2015.
10.4   Administrative Services Agreement by and between Angell Energy, LLC and Apollo Energy Services, LLC, dated as of June 1, 2015.
10.5   DataLive Software License Agreement by and between Apollo Energy Services, LLC and Angell Energy, LLC, dated as of June 1, 2015.
10.6   Office Sublease Agreement by and between Bell State Bank & Trust and Aspirity Holdings LLC (formerly known as Twin Cities Power Holdings, LLC), dated as of June 4, 2015 (incorporated by reference to Exhibit 10.2 to the Registrant's Form 8-K filed July 20, 2015).
22.1   Form of Noteholder Solicitation Cover Letter, dated June 2, 2015 (incorporated by reference to Exhibit 10.2 to the Registrant's Form 8-K filed June 2, 2015).
22.2   Frequently Asked Questions, dated June 2, 2015 (incorporated by reference to Exhibit 10.2 to the Registrant's Form 8-K filed June 2, 2015).
22.3   Solicitation of Votes from Holders of the Renewable Unsecured Subordinated Notes of Twin Cities Power Holdings, LLC, dated June 2, 2015 (incorporated by reference to Exhibit 10.2 to the Registrant's Form 8-K filed June 2, 2015).
22.4   Form of Ballot, dated June 2, 2015 (incorporated by reference to Exhibit 10.2 to the Registrant's Form 8-K filed June 2, 2015).
31.1   Certification of Chief Executive Officer, pursuant to Rule 13a-14 and 15d-14 of the Securities Exchange Act of 1934.
31.1   Certification of Chief Financial Officer, pursuant to Rule 13a-14 and 15d-14 of the Securities Exchange Act of 1934.
32.1   Certification of Chief Executive Officer and Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS   XBRL Instance Document
101.SCH   XBRL Schema Document
101.CAL   XBRL Calculation Linkbase Document
101.DEF   XBRL Definition Linkbase Document
101.LAB   XBRL Labels Linkbase Document
101.PRE   XBRL Presentation Linkbase Document

 

 

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Signatures

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereto duly authorized.

 

        TWIN CITIES POWER HOLDINGS, LLC
         
       

 

 

 

/S/ Timothy S. Krieger

Dated: August 17, 2015   By:   Timothy S. Krieger
        Chief Executive Officer, President and Chairman of the Board (principal executive officer)
         
       

 

 

 

/S/ Wiley H. Sharp III

Dated: August 17, 2015   By:   Wiley H. Sharp III
        Vice President – Finance and Chief Financial Officer (principal accounting and financial officer)

 

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ASPIRITY HOLDINGS LLC Reports