UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549




FORM 10-Q/A


(Amendment No.1)




QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)


OF THE SECURITIES EXCHANGE ACT OF 1934




For the quarterly period ended: June 30, 2023




Commission File Number: 000-29274




AEI INCOME & GROWTH FUND XXI LIMITED PARTNERSHIP


(Exact name of registrant as specified in its charter)




|State of Minnesota                                                  |  | 41-1789725                               
|------------------------------------------------------------------- |  | -----------------------------------------
|(State or other jurisdiction of
     incorporation or organization) |  | (I.R.S. Employer
     Identification No.)
|                                                                    |  |                                          
|30 East 7thStreet, Suite 1300
     St. Paul, Minnesota 55101        |  | (651) 227-7333                           
|(Address of principal executive offices)                            |  | (Registrant’s telephone number)          



|Not Applicable                                                                    
|----------------------------------------------------------------------------------
|(Former name, former address and former fiscal year, if changed since last report)



Securities registered pursuant to Section 12(b) of the Act:


|Title of each class |  | Trading Symbol(s) |  | Name of each exchange on which registered
|------------------- |  | ----------------- |  | -----------------------------------------
|NONE                |  | NONE              |  | NONE                                     



Securities registered pursuant to Section 12(g) of the Act:


| | Limited Partnership Units | 
| | ------------------------- | 
| | (Title of class)          | 



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 ☐ No




Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). ☒ Yes ☐ No




Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.




|☐Large accelerated filer | ☐Accelerated filer        
|------------------------ | --------------------------
|☒Non-accelerated filer   | ☒Smaller reporting company
|☐Emerging growth company |                           



If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐




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




As of July 31, 2023, there were 17,076.71 Units of limited partnership interest outstanding and owned by nonaffiliates of the registrant.





EXPLANATORY NOTE




This Amendment No. 1 to the Quarterly Report on Form 10-Q of AEI Income & Growth Fund XXI Limited Partnership (the “Partnership”) for the period ended June 30, 2023 (the “Original Filing”), that was originally filed with the U.S Securities and Exchange Commission on August 11, 2023, is to update the date of signatures to be August 11, 2023 and include the original electronic signatures.





Except as described above, the Amendment does not modify or update the disclosures presented in, or exhibits to, the Original Filing in any way. Those sections of the Original Filing that are unaffected by the Amendment are not included herein. The Amendment continues to speak as of the date of the Original Filing. Furthermore, the Amendment does not reflect events occurring after the filing of the Original Filing. Accordingly, the Amendment should be read in conjunction with the Original Filing, as well as the Company’s other filings made with the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act subsequent to the filing of the Original Filing.









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 thereunto duly authorized.






|                        |                              |                               
|----------------------- | ---------------------------- | ------------------------------
|Dated:  August 11, 2023 | AEI Income & Growth Fund XXI
|                        | Limited Partnership         
|                        | By:                          | AEI Fund Management XXI, Inc. 
|                        | Its:                         | Managing General Partner      
|                        |                              |                               
|                        |                              |                               
|                        |                              |                               
|                        | By:                          | /s/ Marni J Nygard            
|                        |                              | Marni J. Nygard               
|                        |                              | President                     
|                        |                              | (Principal Executive Officer) 
|                        |                              |                               
|                        |                              |                               
|                        |                              |                               
|                        | By:                          | /s/ Keith E Petersen          
|                        |                              | Keith E. Petersen             
|                        |                              | Chief Financial Officer       
|                        |                              | (Principal Accounting Officer)











Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.






|Name                 |  | Title                          |  | Date              
|-------------------- |  | ------------------------------ |  | ------------------
|                     |  |                                |  |                   
|                     |  |                                |  |                   
|/s/ Marni J Nygard   |  | President                      |  | September 19, 2023
|Marni J. Nygard      |  | (Principal Executive Officer)  |  |                   
|                     |  |                                |  |                   
|/s/ Keith E Petersen |  | Chief Financial Officer        |  | September 19, 2023
|Keith E. Petersen    |  | (Principal Accounting Officer) |  |                   



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