8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

Amendment No. 1

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 12, 2022 (June 24, 2022)

Commission File Number of issuing entity: 333-239581

Central Index Key Number of issuing entity: 0001174821

CHASE ISSUANCE TRUST

(Issuing Entity of the Notes)

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation or organization)

Chase Issuance Trust

c/o Chase Card Funding LLC

201 North Walnut Street

Wilmington, Delaware 19801

(Address of principal executive offices)

Commission File Number of depositor: 333-239581-01

Central Index Key Number of depositor: 0001658982

CHASE CARD FUNDING LLC

(Exact name of depositor as specified in its charter)

Delaware

(State or other jurisdiction of incorporation or organization)

Chase Card Funding LLC

201 North Walnut Street

Wilmington, Delaware 19801

(Address of principal executive offices)

(302) 282-6545

(Telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Central Index Key Number of sponsor: 0000869090

JPMORGAN CHASE BANK,

NATIONAL ASSOCIATION

(Exact name of sponsor as specified in its charter)

United States

(State or other jurisdiction of incorporation or organization)

JPMorgan Chase Bank, National Association

383 Madison Avenue

New York, New York 10179

(Address of principal executive offices)

N.A.

(I.R.S. Employer Identification No. of the issuing entity)

N.A.

(I.R.S. Employer Identification No. of the depositor)

13-4994650

(I.R.S. Employer Identification No. of the sponsor)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None.

Title of each class Trading Symbol(s) Name of each exchange on which registered

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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.  ☐

Explanatory Note:

Registrants are filing Amendment No. 1 (the “Amendment No.  1”) to their Current Report on Form 8-K filed with the Securities and Exchange Commission on June 24, 2022 (the “Original Form 8-K”) to amend the document attached to the Original Form 8-K as Exhibit 4.1 in order to correct a typographical error.

The percentage specified to determine the Class B Required Subordinated Amount of Class C Notes set forth in Section 2.02(a)(i)(2) of the Class B(2022-1) Terms Document, dated as of June 24, 2022 (the “Class B(2022-1) Terms Document”), by and between Chase Issuance Trust, as issuing entity, and Wells Fargo Bank, National Association, as indenture trustee and as collateral agent that had been mistakenly inputted as 8.13953% has been corrected and replaced with 7.52688% in the Amendment No. 1 to the Class B(2022-1) Terms Document, dated as of December 12, 2022.¹

This Amendment No. 1 does not otherwise modify or update any of the information contained in the Original Form 8-K. Unaffected items have not been repeated in this Amendment No. 1, and no other changes have been made.

Section 8 – Other Events

Item 8.01 Other Events

On December 12, 2022, Chase Issuance Trust, as issuing entity, and Wells Fargo Bank, National Association, as indenture trustee and as collateral agent entered into the Amendment No. 1 to the Class B(2022-1) Terms Document.

Section 9 - Financial Statements and Exhibits

Item 9.01 Financial Statement and Exhibits.

The following exhibit is filed as a part of this report:

(4.1.1) Amendment No. 1 to the Class  B(2022-1) Terms Document, dated as of December 12, 2022, by and between Chase Issuance Trust, as issuing entity, and Wells Fargo Bank, National Association, as indenture trustee and as collateral agent.

¹  The percentage specified to determine the Class B Required Subordinated Amount of Class C Notes is set forth in the Exhibit 10.1 that was filed with the Current Report on Form 8-K on May 12, 2009. Notwithstanding the typographical error in the Class B(2022-1) Terms Document, the Class B Required Subordinated Amount of Class C Notes has been calculated and reported accurately in the Issuing Entity’s Form 10-D distribution reports.

SIGNATURE

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

CHASE CARD FUNDING LLC, as Depositor of the Chase Issuance Trust
By:	/s/ Patricia M. Garvey
Name:	Patricia M. Garvey
Title:	Chief Financial Officer, Chief Accounting Officer and Treasurer

Date: December 12, 2022

EX-4.1(1)

Exhibit 4_1_1

AMENDMENT NO. 1

TO THE

CLASS B(2022-1) TERMS DOCUMENT

This AMENDMENT NO. 1 (this “Amendment”), to the Class B(2022-1) Terms Document, dated as June 24, 2022 (the “Class B(2022-1) Terms Document”), to the Fourth Amended and Restated Indenture, dated as of January 20, 2016 (the “Indenture”), as supplemented by the Third Amended and Restated Asset Pool One Supplement, dated as of January 20, 2016 (the “Asset Pool One Supplement”) and as further supplemented by the Second Amended and Restated Indenture Supplement, dated of January 20, 2016 (the “Indenture Supplement”) by and between Chase Issuance Trust, a statutory trust created under the laws of the State of Delaware (the “Issuing Entity”), having its principal office at c/o Wilmington Trust Company, 1100 North Market Street, Wilmington, Delaware 19890-1600, and Wells Fargo Bank, National Association, a national banking association, as indenture trustee (the “Indenture Trustee”) and collateral agent (the “Collateral Agent”), is made and entered into as of December 12, 2022.

WHEREAS, the Issuing Entity wishes to amend the Class B(2022-1) Terms Document to correct a typographical error in which the percentage specified to determine the Class B Required Subordinated Amount of Class C Notes set forth in Section 2.02(a)(i)(2) of the Class B(2022-1) Terms Document was mistakenly inputted as 8.13953% instead of 7.52688%;

WHEREAS, pursuant to Section 9.01 of the Indenture, the Issuing Entity may enter into an amendment cure any ambiguity, to correct or supplement any provision thereto without the consent of the Holders of any Notes but with (i) prior notice to (a) each Note Rating Agency, as applicable, to the extent the Series, Class or Tranche of Notes affected by such amendment was rated, (b) the Collateral Agent and (c) the Indenture Trustee; and (ii) delivery by the Issuing Entity to the Indenture Trustee and the Collateral Agent of an Officer’s Certificate to the effect that the Issuing Entity reasonably believes that such amendment will not have an Adverse Effect and is not reasonably expected to have an Adverse Effect at any time in the future;

WHEREAS, there is no Note Rating Agency with respect to the Class B(2022-1) Notes as such Tranche of Notes was not rated;

WHEREAS, (i) the Collateral Agent and the Indenture Trustee have received prior notice of this Amendment and (ii) the Issuing Entity has delivered to the Indenture Trustee and the Collateral Agent an Officer’s Certificate to the effect that the Issuing Entity reasonably believes that this Amendment will not have an Adverse Effect and is not reasonably expected to have an Adverse Effect at any time in the future; and

WHEREAS, all other conditions precedent to the execution of this Amendment have been complied with.

NOW, THEREFORE, the parties hereto are executing and delivering this Amendment in order to amend the provisions of the Class B(2022-1) Terms Document in the manner set forth below.

Capitalized terms used but not defined herein shall have the meanings assigned to them in the Class B(2022-1) Terms Document, or if not therein, the Indenture, the Asset Pool One Supplement or the Indenture Supplement.

SECTION 1. Amendment to Subsection 2.02(a)(1)(2).

Subsection 2.02(a)(i)(2) of the Class B(2022-1) Terms Document is amended to read in its entirety as follows:

(2) the product of (x) 7.52688% and (y) a fraction (A) the numerator of which is equal to (1) the Adjusted Outstanding Dollar Principal Amount on such date of determination of all outstanding CHASEseries Class B Notes (including the Class B(2022-1) Notes) minus (2) the Class A Required Subordinated Amount of Class B Notes on such date of determination for all outstanding Tranches of CHASEseries Class A Notes for which the Class A Required Subordinated Amount of Class B Notes is greater than zero; provided, however, that such numerator shall not be less than zero and (B) the denominator of which is equal to the Adjusted Outstanding Dollar Principal Amount on such date of determination of all outstanding CHASEseries Class B Notes (including the Class B(2022-1) Notes), and

SECTION 2. Ratification of the Class B(2022-1) Terms Document. As modified by this Amendment, the Class B(2022-1) Terms Document is in all respects ratified and confirmed, and the Class B(2022-1) Terms Document, as so modified by this Amendment shall be read, taken and construed as one and the same instrument.

SECTION 3. Severability. If any one or more of the covenants, agreements, provisions, terms or portions of this Amendment shall be for any reason whatsoever held invalid, then such covenants, agreements, provisions, terms or portions of this Amendment shall be deemed severable from the remaining covenants, agreements, provisions, terms or portions of this Amendment and shall in no way affect the validity or enforceability of the other covenants, agreements, provisions, terms or portions of this Amendment.

SECTION 4. Counterparts. This Amendment may be executed simultaneously in any number of counterparts, each of which counterparts shall be deemed to be an original, and all of which counterparts shall constitute one and the same instrument.

SECTION 5. Headings. The headings of the several paragraphs of this Amendment are inserted for convenience only and shall not in any way affect the meaning or construction of any provision of this Amendment.

SECTION 6. GOVERNING LAW. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, AND THE OBLIGATIONS, RIGHTS, AND REMEDIES OF THE PARTIES UNDER THIS AMENDMENT SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

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2

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed, all as of the day and year first above written.

CHASE ISSUANCE TRUST
By:	JPMORGAN CHASE BANK,
	NATIONAL ASSOCIATION, as
	Administrator
By:	/s/ Patricia M. Garvey
	Name:	Patricia M. Garvey
	Title:	Executive Director
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Indenture Trustee and Collateral Agent
By:	COMPUTERSHARE TRUST COMPANY, N.A., as agent
By:	/s/ Eric Schlemmer
	Name:	Eric Schlemmer
	Title:	Vice President

CHASE ISSUANCE TRUST

Amendment No. 1 to the Class B(2022-1) Terms Document