ABS-15G

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM ABS-15G
ASSET-BACKED SECURITIZER
REPORT PURSUANT TO SECTION 15G OF
THE SECURITIES EXCHANGE ACT OF 1934

Check the appropriate box to indicate the filing obligation to which this form is intended to satisfy:

Rule 15Ga-1 under the Exchange Act (17 CFR 240.15Ga-1) for the reporting period _______ to _______

_____________________________
(Exact name of securitizer as specified in its charter)

Date of Report (Date of earliest event reported)

Commission File Number of securitizer:

Central Index Key Number of securitizer:

Name and telephone number, including area code, of the person to
contact in connection with this filing.

Indicate by check mark whether the securitizer has no activity to report for the initial period pursuant to Rule 15Ga-1(c)(1) [_]

Indicate by check mark whether the securitizer has no activity to report for the quarterly period pursuant to Rule 15Ga-1(c)(2)(i) [_]

Indicate by check mark whether the securitizer has no activity to report for the annual period pursuant to Rule 15Ga-1(c)(2)(ii) [_]

X
Rule 15Ga-2 under the Exchange Act (17 CFR 240.15Ga-2)

Octane Receivables Trust 2023-1___
(Exact name of issuing entity as specified in its charter)

Central Index Key Number of depositor (if applicable):	0001793561
Central Index Key Number of issuing entity (if applicable):	0001963211
Central Index Key Number of underwriter (if applicable):	Not Applicable

Sean Fernandez-Ledon, (646) 583-7867

Name and telephone number, including area code, of the person to
contact in connection with this filing.

PART II - FINDINGS AND CONCLUSIONS OF THIRD-PARTY DUE DILIGENCE REPORTS

Item 2.01 Findings and Conclusions of Third-Party Due Diligence Reports Obtained by the Issuer

Attached as Exhibit 99.1 hereto is the Independent Accountants’ Report on Applying Agreed-Upon Procedures, dated October 21, 2022, with respect to certain agreed-upon procedures performed by Deloitte & Touche LLP with respect to certain receivables that are contained in the pool of receivables of the Octane Receivables Trust 2023-1 transaction.

Attached as Exhibit 99.2 hereto is the Independent Accountants’ Report on Applying Agreed-Upon Procedures, dated January 23, 2023, with respect to certain agreed-upon procedures performed by Deloitte & Touche LLP.

SIGNATURES

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

Dated: January 30, 2023

OCTANE RECEIVABLES, LLC
(Depositor)

By: /s/ Steven Fernald
Name: Steven Fernald
Title: Treasurer and Senior Officer in Charge of Securitization

EXHIBIT INDEX

Exhibit No.	Description
Exhibit 99.1	Independent Accountants’ Report on Applying Agreed-Upon Procedures, dated October 21, 2022.
Exhibit 99.2	Independent Accountants’ Report on Applying Agreed-Upon Procedures, dated January 23, 2023.

EX-99.1

Exhibit 99.1

  Deloitte & Touche LLP Suite 400 Harborside Plaza 10 Jersey City, NJ 07311 USA Tel: +1 212 937 8200 Fax: +1 212 937 8298 www.deloitte.com

Octane Lending, Inc.

116 W 32nd Street, 9th Floor

New York, New York 10001

Independent Accountants’ Report

on Applying Agreed-Upon Procedures

We have performed the procedures described below, related to certain information with respect to a portfolio of powersport loans in connection with the proposed offering of Octane Receivables Trust 2022-3, Asset Backed Notes. Octane Lending, Inc. (the “Company”) is responsible for the information provided to us, including the information set forth in the Statistical Loan File (as defined herein)

The Company has agreed to the procedures and acknowledged that the procedures performed are appropriate to meet the intended purpose of evaluating the accuracy of certain information set forth in the Statistical Loan File. Additionally, J.P. Morgan Securities LLC, Credit Suisse Securities (USA) LLC and Truist Securities, Inc. (collectively with the Company, the “Specified Parties”) have agreed to the procedures and acknowledged that the procedures performed are appropriate for their purposes. This report may not be suitable for any other purpose. The procedures performed may not address all of the items of interest to a user of the report and may not meet the needs of all users of the report and, as such, users are responsible for determining whether the procedures performed are appropriate for their purposes. Consequently, we make no representations regarding the appropriateness of the procedures described below either for the purpose for which this report has been requested or for any other purpose.

Agreed-Upon Procedures

On October 4, 2022, representatives of the Company provided us with a computer-generated data file and related record layout containing data, as represented to us by the Company, as of the close of business August 31, 2022, with respect to 9,573 powersport loans (the “Statistical Loan File”).

At the Company’s instruction, we randomly selected 175 powersport loans from the Statistical Loan File (the “Sample Loans”) and performed certain comparisons and recomputations for each of the Sample Loans relating to the powersport loan characteristics (the “Characteristics”) set forth on the Statistical Loan File and indicated below.

Characteristics

1.Loan number (for informational purpose only) 2.Contract date 3.Original amount financed 4.Original term to maturity 5.Annual percentage rate (APR) 6.Original monthly P&I payment 7.Co-Borrower yes/no 8.Vehicle manufacturer 9.Model year 10.Model type 11.Vehicle type 12.FICO score 13.Credit Tier 14.Current maturity date 15.State (customer) 16.Original maturity date

We compared Characteristics 2. through 9. to the corresponding information set forth on, or derived from, the Installment Sales Contract (the “Contract”) and to the Company’s servicing system (the “Servicing System”).

Member of

Deloitte Touche Tohmatsu Limited

We compared Characteristic 10. to the corresponding information set forth on the Servicing System and the Contract or the “Buyer’s Order.”

We compared Characteristic 11. to the corresponding information set forth on the Servicing System and the Contract or the Title Certificate, Application for Title or Guarantee of Title, Manufacturer’s Statement of Origin, Lien Entry Form, Confirmation of Lien Perfection, Vehicle Ownership Registration Form, Electronic Verification of Title, Lien and Title Information Title Report, Octane Lending Admin Screen shot or other related correspondence (collectively, the “Title Certificate”).

We compared Characteristics 12. through 15. to the corresponding information set forth on or derived from the Servicing System.

With respect to Characteristic 16., we recomputed the original maturity date by adding (i) the original term to maturity to (ii) the contract date (each as set forth on the Contract). We compared such recomputed information to the corresponding original maturity date set forth on the Statistical Loan File.

For purposes of our comparisons and at your instruction:

· with respect to our comparison of Characteristics 2., 14. and 16., differences of 15 days or less are deemed to be “in agreement”; and

· with respect to our comparison of Characteristic 13., for each Sample Loan that included a decimal within the credit tier set forth on the Statistical Loan File, we compared the credit tier excluding the decimal (as set forth on the Statistical Loan File) to the corresponding information set forth on the Servicing System.

The loan documents described above, including any information obtained from the Servicing System, and any other related documents used in support of the Characteristics were provided to us by representatives of the Company and are collectively referred to hereinafter as the “Loan Documents.” We were not requested to perform, and we did not perform, any procedures with respect to the preparation or verification of any of the information set forth on the Loan Documents and we make no representations concerning the accuracy or completeness of any of the information contained therein. In certain instances, our procedures were performed using data imaged facsimiles or photocopies of the Loan Documents. In addition, we make no representations as to whether the Loan Documents are comprehensive or valid instruments or reflect the current prevailing terms with respect to the corresponding Sample Loans.

Agreed-Upon Procedures’ Findings

The results of the foregoing procedures indicated that the Characteristics set forth on the Statistical Loan File were found to be in agreement with the above-mentioned Loan Documents.

******

We make no representations as to the (i) actual characteristics or existence of the underlying documents or data comprising the powersport loans underlying the Statistical Loan File or the conformity of their characteristics with those assumed for purposes of the procedures described herein, (ii) existence or ownership of the powersport loans or (iii) reasonableness of any of the aforementioned assumptions, information or methodologies.

It should be understood that we make no representations as to questions of legal interpretation or as to the sufficiency for your purposes of the procedures enumerated in the preceding paragraphs. Also, such procedures would not necessarily reveal any material misstatement of the information referred to above. We have no responsibility to update this report for events and circumstances that occur subsequent to the date of this report.

We were engaged by the Company to perform this agreed-upon procedures engagement and conducted our engagement in accordance with attestation standards established by the American Institute of Certified Public Accountants (“AICPA”). An agreed-upon procedures engagement involves the practitioner performing specific procedures that the engaging party has agreed to and acknowledged to be appropriate for the purpose of the engagement and reporting on findings based on the procedures performed. We were not engaged to conduct, and did not conduct, an (i) audit conducted in accordance with generally accepted auditing standards or (ii) examination or a review engagement conducted in accordance with attestation standards established by the AICPA, the objective of which would be the expression of an opinion or conclusion, respectively, on the Statistical Loan File. Accordingly, we do not express such an opinion or conclusion, or any other form of assurance, including reasonable assurance. Had we performed additional procedures, other matters might have come to our attention that would have been reported to you.

We are required to be independent of the Company and to meet our other ethical responsibilities, as applicable for agreed-upon procedures engagements set forth in the Preface: Applicable to All Members and Part 1 – Members in Public Practice of the Code of Professional Conduct established by the AICPA. Independence requirements for agreed-upon procedure engagements are less restrictive than independence requirements for audit and other attestation services.

None of the engagement, procedures or report was intended to address, nor did they address, the (i) conformity of the origination of the assets to stated underwriting or credit extension guidelines, standards, criteria or other requirements, (ii) value of collateral securing such assets or (iii) compliance of the originator of the assets with federal, state, and local laws and regulations.

None of the engagement, procedures or report were intended to satisfy, nor did they satisfy, any criteria for due diligence published by a nationally recognized statistical rating organization.

This report is intended solely for the information and use of the Specified Parties identified above and is not intended to be and should not be used by anyone other than these Specified Parties.

Yours truly,

/s/ Deloitte & Touche LLP

October 21, 2022

EX-99.2

Exhibit 99.2

  Deloitte & Touche LLP
Suite 400
Harborside Plaza 10
Jersey City, NJ 07311
USA
Tel: +1 212 937 8200
Fax: +1 212 937 8298
www.deloitte.com

Octane Lending, Inc.

116 W 32nd Street, 9th Floor

New York, New York 10001

Independent Accountants’ Report

on Applying Agreed-Upon Procedures

We have performed the procedures described below, related to certain information with respect to a portfolio of powersport loans in connection with the proposed offering of Octane Receivables Trust 2023-1, Asset Backed Notes. Octane Lending, Inc. (the “Company”) is responsible for the information provided to us, including the information set forth in the Statistical Loan File (as defined herein)

The Company has agreed to the procedures and acknowledged that the procedures performed are appropriate to meet the intended purpose of evaluating the accuracy of certain information set forth in the Statistical Loan File. Additionally, J.P. Morgan Securities LLC, Credit Suisse Securities (USA) LLC and Truist Securities, Inc. (collectively with the Company, the “Specified Parties”) have agreed to the procedures and acknowledged that the procedures performed are appropriate for their purposes. This report may not be suitable for any other purpose. The procedures performed may not address all of the items of interest to a user of the report and may not meet the needs of all users of the report and, as such, users are responsible for determining whether the procedures performed are appropriate for their purposes. Consequently, we make no representations regarding the appropriateness of the procedures described below either for the purpose for which this report has been requested or for any other purpose.

Agreed-Upon Procedures

On January 13, 2023, representatives of the Company provided us with a computer-generated data file and related record layout containing data, as represented to us by the Company, as of the close of business December 31, 2022, with respect to 33,094 powersport loans (the “Statistical Loan File”).

At the Company’s instruction, we randomly selected 175 powersport loans from the Statistical Loan File (the “Sample Loans”) and performed certain comparisons and recomputations for each of the Sample Loans relating to the powersport loan characteristics (the “Characteristics”) set forth on the Statistical Loan File and indicated below.

Characteristics

1.       Loan number (for informational purpose only) 2.       Contract date 3.       Original amount financed 4.       Original term to maturity 5.       Annual percentage rate (APR) 6.       Original monthly P&I payment 7.       Co-Borrower yes/no 8.       Vehicle manufacturer 9.       Model year 10.    Model type 11.    Vehicle type 12.    FICO score 13.    Credit tier 14.    Current maturity date 15.    State (customer) 16.    Original maturity date

We compared Characteristics 2. through 9. to the corresponding information set forth on, or derived from, the Installment Sales Contract (the “Contract”) and to the Company’s servicing system (the “Servicing System”).

Member of                                         

Deloitte Touche Tohmatsu Limited

We compared Characteristic 10. to the corresponding information set forth on the Servicing System and the Contract or the “Buyer’s Order.”

We compared Characteristic 11. to the corresponding information set forth on the Servicing System and the Contract or the Title Certificate, Application for Title or Guarantee of Title, Manufacturer’s Statement of Origin, Lien Entry Form, Confirmation of Lien Perfection, Vehicle Ownership Registration Form, Electronic Verification of Title, Lien and Title Information Title Report, Octane Lending Admin Screen shot or other related correspondence (collectively, the “Title Certificate”).

We compared Characteristics 12. through 15. to the corresponding information set forth on or derived from the Servicing System.

With respect to Characteristic 16., we recomputed the original maturity date by adding (i) the original term to maturity to (ii) the contract date (each as set forth on the Contract). We compared such recomputed information to the corresponding original maturity date set forth on the Statistical Loan File.

For purposes of our comparisons and at your instruction:

· with respect to our comparison of Characteristics 2., 14. and 16., differences of 15 days or less are deemed to be “in agreement”;

· with respect to our comparison of Characteristic 12., for the Sample Loans indicated in Appendix A, we observed a difference with respect to the FICO score set forth on the Statistical Loan File when compared to the FICO score set forth on the Servicing System. For these Sample Loans, we were instructed to perform an additional procedure and compare the FICO score set forth on the Statistical Loan File to the FICO score set forth on a query delivered by the Company from the Company's origination system (the “FICO Score Query”); and

· with respect to our comparison of Characteristic 13., for each Sample Loan that included a decimal within the credit tier set forth on the Statistical Loan File, we compared the credit tier excluding the decimal (as set forth on the Statistical Loan File) to the corresponding information set forth on the Servicing System.

The loan documents described above, including any information obtained from the Servicing System, and any other related documents used in support of the Characteristics were provided to us by representatives of the Company and are collectively referred to hereinafter as the “Loan Documents.” We were not requested to perform, and we did not perform, any procedures with respect to the preparation or verification of any of the information set forth on the Loan Documents and we make no representations concerning the accuracy or completeness of any of the information contained therein. In certain instances, our procedures were performed using data imaged facsimiles or photocopies of the Loan Documents. In addition, we make no representations as to whether the Loan Documents are comprehensive or valid instruments or reflect the current prevailing terms with respect to the corresponding Sample Loans.

Agreed-Upon Procedures’ Findings

The results of the foregoing procedures indicated that the Characteristics set forth on the Statistical Loan File were found to be in agreement with the above-mentioned Loan Documents.

******

We make no representations as to the (i) actual characteristics or existence of the underlying documents or data comprising the powersport loans underlying the Statistical Loan File or the conformity of their characteristics with those assumed for purposes of the procedures described herein, (ii) existence or ownership of the powersport loans or (iii) reasonableness of any of the aforementioned assumptions, information or methodologies.

It should be understood that we make no representations as to questions of legal interpretation or as to the sufficiency for your purposes of the procedures enumerated in the preceding paragraphs. Also, such procedures would not necessarily reveal any material misstatement of the information referred to above. We have no responsibility to update this report for events and circumstances that occur subsequent to the date of this report.

We were engaged by the Company to perform this agreed-upon procedures engagement and conducted our engagement in accordance with attestation standards established by the American Institute of Certified Public Accountants (“AICPA”). An agreed-upon procedures engagement involves the practitioner performing specific procedures that the engaging party has agreed to and acknowledged to be appropriate for the purpose of the engagement and reporting on findings based on the procedures performed. We were not engaged to conduct, and did not conduct, an (i) audit conducted in accordance with generally accepted auditing standards or (ii) examination or a review engagement conducted in accordance with attestation standards established by the AICPA, the objective of which would be the expression of an opinion or conclusion, respectively, on the Statistical Loan File. Accordingly, we do not express such an opinion or conclusion, or any other form of assurance, including reasonable assurance. Had we performed additional procedures, other matters might have come to our attention that would have been reported to you.

We are required to be independent of the Company and to meet our other ethical responsibilities, as applicable for agreed-upon procedures engagements set forth in the Preface: Applicable to All Members and Part 1 – Members in Public Practice of the Code of Professional Conduct established by the AICPA. Independence requirements for agreed-upon procedure engagements are less restrictive than independence requirements for audit and other attestation services.

None of the engagement, procedures or report was intended to address, nor did they address, the (i) conformity of the origination of the assets to stated underwriting or credit extension guidelines, standards, criteria or other requirements, (ii) value of collateral securing such assets or (iii) compliance of the originator of the assets with federal, state, and local laws and regulations.

None of the engagement, procedures or report were intended to satisfy, nor did they satisfy, any criteria for due diligence published by a nationally recognized statistical rating organization.

This report is intended solely for the information and use of the Specified Parties identified above and is not intended to be and should not be used by anyone other than these Specified Parties.

Yours truly,

/s/ Deloitte & Touche LLP

January 23, 2023

Appendix A to Independent Accountants’ Report on Applying Agreed-Upon Procedures issued by Deloitte & Touche LLP dated January 23, 2023.

In applying our agreed-upon procedures as outlined above, we performed an additional procedure with respect to Characteristic 12. for the following Sample Loans:

2400613

2421960

2426516

2429171

The information above reflects the procedures performed and is subject to the conditions set forth in the agreed-upon procedures report to which this appendix is attached.