SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549




FORM 10-K


(Mark One)




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





For the fiscal year endedDecember 31, 2022


or





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





For the transition period from _______ to _______





















(Exact name of depositor and registrant as specified in its charter)


Central Index Key Number of depositor and registrant: 0001654238







(Exact name of sponsor as specified in its charter)


Central Index Key Number of sponsor: 0001541713




|Delaware
          (State or other jurisdiction of
          incorporation or organization of issuing entity)                                                | 45-2673519
            86-6462414
          (I.R.S. Employer
          Identification No. of issuing entity)
|------------------------------------------------------------------------------------------------------------------------------------------------------------ | ------------------------------------------------------------------------------------------------------------
|                                                                                                                                                             |                                                                                                             
|c/o Exeter Finance LLC
          2101 W. John Carpenter Freeway
          Irving, Texas
          (Address of principal executive offices of issuing entity) | 75063
          (Zip Code)                                                                                  



Registrant’s telephone number, including area code: (214) 572-8256




Securities registered pursuant to Section 12(b) of the Act: None





Title of each class
          Trading Symbol(s)
          Name of each exchange on which registeredNot applicable
          Not applicable
          Not applicable





Securities registered pursuant to Section 12(g) of the Act: None




Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.


☐Yes          ☒No


Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.


☐Yes          ☒No


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





☐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 Act).


☐Yes          ☒No





State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and
      asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.




Registrant HAS NO VOTING OR NON-VOTING COMMON EQUITY OUTSTANDING HELD BY NON-AFFILIATES.









NOT APPLICABLE.












Item 1.  Business.


Item 1A.  Risk
      Factors.


Item 2.  Properties.


Item 3.  Legal Proceedings.


Item 1B.  Unresolved Staff Comments.




Item 4.  Mine Safety Disclosures.

































Item 5.  Market
      for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.


Item 7.  Management’s














      Discussion and Analysis of Financial Condition and Results of Operations.


Item 7A.  Quantitative
      and Qualitative Disclosures About Market Risk.


Item 8.  Financial














      Statements and Supplementary Data.


Item 9.  Changes
      in and Disagreements With Accountants on Accounting and Financial Disclosure.


Item 9A.  Controls and Procedures.


























Item 10.  Directors,










      Executive Officers and Corporate Governance.


Item 11.  Executive










      Compensation.


Item 12.  Security










      Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.


Item 13.  Certain










      Relationships and Related Transactions, and Director Independence.


Item 14.  Principal Accountant Fees and Services.











(a)  The following documents are filed as part of this report:
 (1)
            Not applicable.
 (2)
          Not applicable. (3)
          See Item 15(b) below. (b)  Exhibits Required by Item 601 of Regulation S-K.
 Exhibit Number
            Description3.1
            Certificate of Formation of EFCAR, LLC (“EFCAR”) (included in
                  Exhibit 3.1 to Registration Statement on Form SF-3 (333-213381), as filed by the registrant with the Commission on August 30, 2016, which is incorporated herein by reference).3.2
            Limited Liability Company Agreement of EFCAR (included in
                  Exhibit 3.2 to Registration Statement on Form SF-3 (333-213381), as filed by the registrant with the Commission on August 30, 2016, which is incorporated herein by reference).4.2
            Indenture, dated as of July 31, 2021, among the Trust, Exeter
                  Holdings Trust 2021-3 and Citibank, N.A., as indenture trustee (the “Indenture Trustee”) (included in Exhibit 4.2 to the Trust’s Form 8-K, as filed with the Commission on August 25, 2021, which is incorporated herein by reference).4.3
            Amended & Restated Trust Agreement for the Trust, dated as
                  of July 31, 2021, between EFCAR and Wilmington Trust Company, as owner trustee (included in Exhibit 4.3 to the Trust’s Form 8-K, as filed with the Commission on August 25, 2021, which is incorporated herein by reference).4.4
            Amended & Restated Trust Agreement for Exeter Holdings Trust
                  2021-3, dated as of July 31, 2021, between the Trust and Wilmington Trust Company, as owner trustee (included in Exhibit 4.4 to the Trust’s Form 8-K, as filed with the Commission on August 25, 2021, which is incorporated herein by
                  reference).4.5
            Sale and Servicing Agreement, dated as of July 31, 2021, among
                  Exeter Holdings Trust 2021-3, EFCAR, Exeter, as servicer, the Trust, and Citibank, N.A., as Indenture Trustee and backup servicer (included in Exhibit 4.5 to the Trust’s Form 8-K, as filed with the Commission on August 25, 2021, which is
                  incorporated herein by reference).10.1
            Purchase Agreement, dated as of July 31, 2021, between EFCAR,
                  as purchaser, and Exeter, as seller (included in Exhibit 10.1 to the Trust’s Form 8-K, as filed with the Commission on August 25, 2021, which is incorporated herein by reference).10.2
            Sale Agreement, dated as of July 31, 2021, among EFCAR, as
                  purchaser, Exeter, as representation provider, and Exeter Flow Intermediary Trust, as seller (included in Exhibit 10.2 to the Trust’s Form 8-K, as filed with the Commission on August 25, 2021, which is incorporated herein by reference).10.3
            Contribution Agreement, dated as of July 31, 2021, between
                  Exeter Holdings Trust 2021-3, as transferee, and the Trust, as transferor (included in Exhibit 10.3 to the Trust’s Form 8-K, as filed with the Commission on August 25, 2021, which is incorporated herein by reference).10.4
            Deposit Account Control Agreement, dated as of August 25, 2021,
                  among the Trust, Exeter, as servicer, the Indenture Trustee, as secured party, and Wells Fargo Bank, as lockbox bank (included in Exhibit 10.4 to the Trust’s Form 8-K, as filed with the Commission on August 25, 2021, which is incorporated
                  herein by reference).10.5
            Asset Representations Review Agreement, dated as of July 31,
                  2021, among the Trust, as issuer, Exeter, as servicer, and Clayton Fixed Income Services LLC, as asset representations reviewer (included in Exhibit 10.5 to the Trust’s Form 8-K, as filed with the Commission on August 25, 2021, which is
                  incorporated herein by reference).10.6
            Custodian Agreement, dated as of July 31, 2021, among Exeter,
                  as custodian, Exeter, as servicer, and the Indenture Trustee (included in Exhibit 10.6 to the Trust’s Form 8-K, as filed with the Commission on August 25, 2021, which is incorporated herein by reference).31.1*
            Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated March
                  31, 2023.33.1*
            Management's Assertion Regarding Compliance with Applicable Servicing Criteria for Exeter
                  Finance LLC, dated March 29, 2023.33.2*
            Report on Assessment of Compliance with Applicable Servicing
                  Criteria for Citibank, dated March 2, 2023.34.1*
            Report of Independent Registered Public Accounting Firm of Ernst & Young LLP on
                    Management's Assertion Regarding Compliance with Applicable Servicing Criteria relating to Exeter Finance LLC, dated March 29, 2023.34.2*
            Report of Independent Registered Public Accounting Firm of KPMG LLP on Management’s
                  Assertion of Compliance relating to Citibank, dated March 2, 2023.35.1*
            Servicer Compliance Statement, dated March 31, 2023, of Exeter Finance LLC.99.1
            Amendment No. 1 to Amended and Restated Trust Agreement for the
                  Trust, dated as of January 19, 2022, between EFCAR and Wilmington Trust Company, as owner trustee (included in Exhibit 99.1 to the Trust’s Form 8-K, as filed with the Commission on January 25, 2022, which is incorporated herein by
                  reference).
  
   
    
 
 Date:  March 31, 2023  By:/s/ Ben Miller