Explanatory
Note
Xxxxx
Financing LLC (the “Company”) has prepared this Form 1-A/A solely for the purpose of filing the exhibits set forth below.
PART
III—EXHIBITS
Index
to Exhibits
| Exhibit
No. |
|
Description |
| 2.1* |
|
Certificate of Formation (incorporated by reference to the copy thereof filed as Exhibit 2.1 to the Company’s Form 1-A dated March 22, 2023) |
| 2.2* |
|
Form of Amended and Restated Operating Agreement (incorporated by reference to the copy thereof filed as Exhibit 2.2 to the Company’s Form 1-A/A dated March 24, 2023) |
| 4.1* |
|
Form of Subscription Agreement (incorporated by reference to the copy thereof filed as Exhibit 4.1 to the Company’s Form 1-A/A dated March 24, 2023) |
| 6.1* |
|
Shared Services Agreement (incorporated by reference to the copy thereof filed as Exhibit 6.1 to the Company’s Form 1-A/A dated March 24, 2023) |
| 6.2* |
|
Broker Dealer Agreement (incorporated by reference to the copy thereof filed as Exhibit 6.2 to the Company’s Form 1-A/A dated March 24, 2023) |
| 10.1* |
|
Power of Attorney (incorporated by reference to the copy thereof filed as Exhibit 10.1 to the Company’s Form 1-A dated March 22, 2023) |
| 11.1* |
|
Consent of Xxxxxxx Procter LLP (incorporated by reference to the copy thereof filed as Exhibit 11.1 to the Company’s Form 1-A dated March 22, 2023) |
| 11.2* |
|
Consent of Xxxxxxx Xxxxx LLP (incorporated by reference to the copy thereof filed as Exhibit 11.2 to the Company’s Form 1-A dated March 22, 2023) |
| 12.1* |
|
Opinion of Xxxxxxx Procter LLP as to the legality of the securities being qualified (incorporated by reference to the copy thereof filed as Exhibit 12.1 to the Company’s Form 1-A dated March 22, 2023) |
| 99.1** |
|
Correspondence Letter from the Securities and Exchange Commission sent to the Company March 16, 2023 |
| 99.2** |
|
Correspondence by or on behalf of the Company previously sent to the Securities and Exchange Commission on March 22, 2023 pursuant to Rule 252(d) |
SIGNATURES
Pursuant
to the requirements of Regulation A, Xxxxx Financing LLC certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form 1-A and has duly caused this offering statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York, State of New York, on March 29, 2023.
| |
XXXXX FINANCING LLC |
| |
|
| |
By: |
Xxxxx Management LLC |
| |
|
| |
By: |
Xxxxx Holdings, Inc. |
| |
|
|
| |
By: |
/s/
Xxxxxx Xxxxx |
| |
|
Name: |
Xxxxxx Xxxxx |
| |
|
Title: |
Chairman, Chief Executive Officer and President |
This
offering statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature |
|
Title |
|
Date |
| |
|
|
|
|
| /s/
Xxxxxx Xxxxx |
|
Chairman,
Chief Executive Officer, President, and |
|
March
29, 2023 |
| Xxxxxx
Xxxxx |
|
Director
of Xxxxx Holdings, Inc. |
|
|
| |
|
(Principal
Executive Officer) |
|
|
| |
|
|
|
|
| /s/
Xxxxxxx Xxxxxxxxx |
|
Head
of Finance of Xxxxx Holdings, Inc. |
|
March
29, 2023 |
| Xxxxxxx
Xxxxxxxxx |
|
(Principal
Financial Officer and Principal Accounting Officer) |
|
|
