Formations of, Acquisitions by, and Mergers of Bank Holding Companies

The companies listed in this notice have applied to the Board for approval, pursuant to the Bank Holding Company Act of 1956 (12 U.S.C. 1841 et seq.) (BHC Act), Regulation Y (12 CFR part 225), and all other applicable statutes and regulations to become a bank holding company and/or to acquire the assets or the ownership of, control of, or the power to vote shares of a bank or bank holding company and all of the banks and nonbanking companies owned by the bank holding company, including the companies listed below.

The public portions of the applications listed below, as well as other related filings required by the Board, if any, are available for immediate inspection at the Federal Reserve Bank(s) indicated below and at the offices of the Board of Governors. This information may also be obtained on an expedited basis, upon request, by contacting the appropriate Federal Reserve Bank and from the Board's Freedom of Information Office at www.federalreserve.gov/​foia/​request.htm. Interested persons may express their views in writing on the standards enumerated in the BHC Act (12 U.S.C. 1842(c)). If the proposal also involves the acquisition of a nonbanking company, the review also includes whether the acquisition of the nonbanking company complies with the standards in section 4 of the BHC Act (12 U.S.C. 1843), and interested persons may express their views in writing on the standards enumerated in section 4. Unless otherwise noted, nonbanking activities will be conducted throughout the United States.

Comments received are subject to public disclosure. In general, comments received will be made available without change and will not be modified to remove personal or business information including confidential, contact, or other identifying information. Comments should not include any information such as confidential information that would not be appropriate for public disclosure.

Comments regarding each of these applications must be received at the Reserve Bank indicated or the offices of the Board of Governors, Benjamin W. McDonough, Secretary of the Board, 20th Street and Constitution Avenue NW, Washington, DC 20551-0001, not later than November 27, 2026.

A. Federal Reserve Bank of San Francisco (Keith Dudley, Vice ( printed page 67579) President) 101 Market Street, San Francisco, California 94105-1579. Comments can also be sent electronically to SF.Supervision.Comments.Applications@sf.frb.org:

1. Upstart Holdings, Inc., Burlingame, California; to become a bank holding company by acquiring Upstart Bank, National Association, Wilmington, Delaware, and to retain UP SP Gemini JV LLC, Dover, Delaware; Upstart Network, Inc., ACM Uprise Direct Borrower Trust II, ACM Uprise Direct Purchaser Trust, ACM Upstart Uprise 2024 JV LLC, BOAC ACM Uprise GS Pledgor LLC, BOAC Up Owl Night E 2025 JV LLC, BOAC Up Owl Night E Purchaser Trust, CB UNI Consumer Intermediate LLC, CB UNI Consumer JV LLC, CB UNI Consumer Trust, CB UNI Flow Intermediate LLC, CB UNI Flow JV LLC, CB UNI Flow Trust, CF UPST Holdings 2 LLC, CF UPST Holdings LLC, CF UPST Trust, CF UPST Trust 2, CF USPL Trust 2026-1, Mars Downstop Loan Holding Trust, Mars Downstop Loan Holding Trust II, Mars Downstop Loan Holding Trust II-B, Mars Downstop Loan Holding Trust II-C, Mars Downstop Loan Holding Trust II-D, Mars Downstop Loan Holding Trust II-E, Mars Downstop Loan Purchaser Trust, Mars Downstop Loan Purchaser Trust II, UAT III Depositor Trust, UAT IV Depositor Trust, UAT IV Grantor Trust, Series 2026-A1, UP Da Vinci JV LLC, UP Da Vinci Purchaser Trust, UP Dogwood Trust, UP Green Ash Trust, UP Juniper JV LLC, UP Juniper Purchaser Trust, UP Michelangelo Trust, UP Palm Trust, UP Raphael Trust, UP SP Gemini Funding Trust, UP SP Gemini Purchaser Trust, Upstart Asset Trust III, Upstart Asset Trust IV, Upstart Auto Trust, Upstart Auto Warehouse Trust 2, Upstart Auto, LLC, Upstart Funding Grantor Trust 2023-2, Upstart Funding Grantor Trust 2023-3, Upstart Funding Grantor Trust 2024-1, Upstart Funding Grantor Trust 2025-1, Upstart Funding Grantor Trust 2025-2, Upstart Funding Grantor Trust 2025-3, Upstart Funding Grantor Trust 2025-4, Upstart Funding Grantor Trust 2026-1, Upstart Funding Grantor Trust 2026-2, Upstart Funding Grantor Trust 2026-3, Upstart Funding Grantor Trust 2026-4, Upstart Funding II, LLC, Upstart Funds GP, LLC, Upstart Gemini Reserve Trust, Upstart HELOC Borrower I, LLC, Upstart HELOC Trust, Upstart Loan Trust, Upstart Loan Trust 2, Upstart Network Trust, Upstart Purchaser Trust, Upstart RR Funding 2019-1, LLC, Upstart RR Funding 2019-2, LLC, Upstart Securitization Trust 2023-2, Upstart Securitization Trust 2023-3, Upstart Securitization Trust 2024-1, Upstart Securitization Trust 2025-1, Upstart Securitization Trust 2025-2, Upstart Securitization Trust 2025-3, Upstart Securitization Trust 2025-4, Upstart Securitization Trust 2026-1, Upstart Securitization Trust 2026-2, Upstart Securitization Trust 2026-3, Upstart Securitization Trust 2026-4, Upstart Small Dollar Loan Trust, Upstart Ursa Trust, Upstart Ursa Trust II, Upstart Ursa Trust III, Upstart Ursa Trust IV, Virgo Reserve Trust, WUP Auto Copia LLC, and WUP Auto Copia Purchaser Trust, all of Wilmington, Delaware, and thereby extend credit and service loans pursuant to section 225.28(b)(1), engage in asset management, servicing, and collection activities pursuant to section 225.28(b)(2)(vi), and engage in data processing, storing, and furnishing services pursuant to section 225.28(b)(14)(i)(A) of Regulation Y.