SecProbe.io

December 23, 2024
Masaharu Hirose
President
American Honda Receivables LLC
1919 Torrance Boulevard
Torrance, California 90501
Re:American Honda Receivables LLC
Registration Statement on Form SF-3
Filed December 2, 2024
File No. 333-283544
Dear Masaharu Hirose:
            We have reviewed your registration statement and have the following comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Registration Statement on Form SF-3
General
1.Please confirm that the depositor or any issuing entity previously established, directly
or indirectly, by the depositor or any affiliate of the depositor has been current and
timely with Exchange Act reporting during the last twelve months with respect to
asset-backed securities involving the same asset class. Please refer to General
Instruction I.A.2 of Form SF-3.
Form of Prospectus
Description of the Transfer and Servicing Agreements
Asset Representations Review, page 132
We note your disclosure that the asset representations reviewer will perform a review
of the Subject Receivables, which is defined on page 133 as “all Receivables
outstanding … that are more than 60 days delinquent as of the related Review 2.

December 23, 2024
Page 2
Satisfaction Date.” Please revise your prospectus disclosure and form of transaction
documents, as applicable, to state that the asset review will be performed on each
receivable that is 60 or more days delinquent (rather than more than 60 days
delinquent) (emphasis added), as required by the shelf-eligibility provisions of Form
SF-3. Refer to General Instruction I.B.1(b)(D) of Form SF-3.
3.We note the term “Subject Receivables” that appears on page 133 is defined
differently than in the Glossary on page 187.  Please revise here and throughout your
prospectus and transaction documents as necessary to reconcile.
Underwriting, page 173
4.We note your reference to Rule 15c6-1 of the Securities Exchange Act. Please revise
your disclosure to reflect the final rule amendments adopted by the Commission
shortening the standard settlement cycle for broker-dealer transactions in securities
from two business days after the trade date to one business day after the trade date,
unless otherwise expressly agreed to by the parties at the time of the transaction. Refer
to Shortening the Securities Transaction Settlement Cycle, Exchange Act Release No.
34-96930 (February 15, 2023).
Part II - Information Not Required in Prospectus
Item 14(a). Exhibits, page II-1
5.Please file your remaining exhibits with your next amendment. Refer to Item 1100(f)
of Regulation AB and Instruction 1 to Item 601 of Regulation S-K. Note that we may
have additional comments on your registration statement following our review of any
such exhibits.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Jason Weidberg at 202-551-6892 or Rolaine Bancroft at 202-551-3313
with any questions.
Sincerely,
Division of Corporation Finance
Office of Structured Finance