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 _______




Commission file number of issuing entity: 333-233850-10


Commission file number of depositor: 333-233850







(Exact name of issuing entity as specified in its charter)


Central Index Key Number of issuing entity: 0001946318







(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
            88-6358805
          (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 September 18, 2022, among the Trust, Exeter Holdings Trust 2022-5 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 October 19, 2022, which is incorporated herein by reference).4.3
            Amended & Restated Trust Agreement for the Trust, dated as of September 18, 2022, 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 October 19, 2022, which is incorporated herein by reference).4.4
            Amended & Restated Trust Agreement for Exeter Holdings Trust 2022-5, dated as of September 18, 2022, 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 October 19, 2022, which is incorporated herein by reference).4.5
            Sale and Servicing Agreement, dated as of September 18, 2022, among Exeter Holdings Trust 2022-5, 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 October 19, 2022, which is incorporated herein by reference).10.1
            Purchase Agreement, dated as of September 18, 2022, 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 October 19, 2022, which is incorporated herein by reference).10.2
            Contribution Agreement, dated as of September 18, 2022, between Exeter Holdings Trust 2022-5, as transferee, and the Trust, as transferor
                    (included in Exhibit 10.2 to the Trust’s Form 8-K, as filed with the Commission on October 19, 2022, which is incorporated herein by reference).10.3
            Deposit Account Control Agreement, dated as of October 19, 2022, among the Trust, Exeter, as servicer, the Indenture Trustee, as secured
                    party, and Wells Fargo Bank, as lockbox bank (included in Exhibit 10.3 to the Trust’s Form 8-K, as filed with the Commission on October 19, 2022, which is incorporated herein by reference).10.4
            Asset Representations Review Agreement, dated as of September 18, 2022, among the Trust, as issuer, Exeter, as servicer, and Clayton Fixed
                      Income Services LLC, as asset representations reviewer (included in Exhibit 10.4 to the Trust’s Form 8-K, as filed with the Commission on October 19, 2022, which is incorporated herein by reference).10.5
            Custodian Agreement, dated as of September 18, 2022, among Exeter, as custodian, Exeter, as servicer, and the Indenture Trustee (included in
                    Exhibit 10.5 to the Trust’s Form 8-K, as filed with the Commission on October 19, 2022, 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 31, 2023.35.1*
              Servicer Compliance Statement, dated March 31, 2023, of Exeter Finance LLC.
 
 
   
    
 
 Date:  March 31, 2023  By:/s/ Ben Miller