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Correspondence 0000929638-25-002001 from Verizon ABS II LLC (CIK 0001836995)

Verizon ABS II LLC (CIK 0001836995)
Date: May 27, 2025 · CIK: 0001836995 · Accession: 0000929638-25-002001

AI Filing Summary & Sentiment

File numbers found in text: 333-278415

Date
May 27, 2025
Author
/s/ Harlyn Bohensky
Form
CORRESP
Company
Verizon ABS II LLC (CIK 0001836995)

Letter

Securities and Exchange Commission Division of Corporation Finance Attention: Mr. Donial Dastgir and Ms. Kayla Roberts Verizon Master Trust Post-Effective Amendment No. 2 to Registration Statement on Form SF-3 Filed May 7, 2025 File Nos. 333-278415 and 333-278415-01

Re:

Dear Mr. Dastgir and Ms. Roberts:

On May 7, 2025, our client, Verizon ABS II LLC (the “Company”), filed with the Securities and Exchange Commission (the “Commission”) a Post-Effective Amendment No. 2 to Registration Statement on Form SF-3 (the “Revised Post-Effective Amendment”), including a form of prospectus for use in offering asset-backed notes. On May 21, 2025, we received a letter containing your comment (the “Comment”) to the Revised Post-Effective Amendment. As of the date hereof and in response to the Comment, the Company is filing with the Commission the Company’s response (the “Response”) to the Comment.

For your convenience, the text of the Comment is presented in bold italics before the Response.

Post-Effective Amendment No. 2 to Registration Statement on Form SF-3

General

1.

We note your response to prior comment 3 and the referenced disclosure. Please confirm that relevant disclosure about the offer and sale of any previously retained notes, along with any associated impacts to Noteholders, will be provided in a timely manner pursuant to Item 7 of Form 10-D and/or other reports filed pursuant to the Securities Exchange Act of 1934, as applicable.

2.

Response: We hereby confirm, on behalf of the Company, that the Company, in a timely manner, will provide relevant disclosure about the offer and sale of any previously retained notes, along with any associated impacts to Noteholders, pursuant to Item 7 of Form 10-D and/or other reports filed pursuant to the Securities Exchange Act of 1934, as applicable.

Should you have any further questions or comments please contact me at 212‑309‑6260.

Regards,
/s/ Harlyn Bohensky

Show Raw Text
CORRESP
1
filename1.htm

  May 27, 2025

  Securities and Exchange Commission

    Division of Corporation Finance

    100 First Street, NE

    Mail Stop 3561

    Washington, DC 20549

    Attention: Mr. Donial Dastgir and Ms. Kayla Roberts

        Re:

          Verizon ABS II LLC

            Verizon Master Trust

            Post-Effective Amendment No. 2 to Registration Statement on Form SF-3

            Filed May 7, 2025

            File Nos. 333-278415 and 333-278415-01

  Dear Mr. Dastgir and Ms. Roberts:

  On May 7, 2025, our client, Verizon ABS II LLC (the “Company”),
    filed with the Securities and Exchange Commission (the “Commission”) a Post-Effective Amendment No. 2 to Registration Statement on Form SF-3 (the “Revised Post-Effective Amendment”), including a form of prospectus for use in offering asset-backed notes.  On May 21, 2025, we received a letter containing your
    comment (the “Comment”) to the Revised Post-Effective Amendment.  As of the date hereof and in response to the Comment, the Company is filing with the Commission
    the Company’s response (the “Response”) to the Comment.

  For your convenience, the text of the Comment is presented in bold italics before the Response.

  Post-Effective Amendment No. 2 to Registration Statement on Form SF-3

  General

        1.

          We note your response to prior comment 3 and the referenced disclosure. Please confirm that relevant disclosure about the offer and
            sale of any previously retained notes, along with any associated impacts to Noteholders, will be provided in a timely manner pursuant to Item 7 of Form 10-D and/or other reports filed pursuant to the Securities Exchange Act of 1934, as
            applicable.

        2.

          Response:  We hereby confirm, on behalf of the Company, that the Company, in a timely manner, will provide relevant disclosure about the offer and sale of
            any previously retained notes, along with any associated impacts to Noteholders, pursuant to Item 7 of Form 10-D and/or other reports filed pursuant to the Securities Exchange Act of 1934, as applicable.

  Should you have any further questions or comments please contact me at 212‑309‑6260.

  Regards,

    /s/ Harlyn Bohensky

    Harlyn Bohensky

          cc:

            Karrie Schweikert, Esq., Verizon