UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) ~~August~~January 2931, ~~2022~~2023

Mercedes-Benz Auto Lease Trust 2021-A

(Exact name of Issuing Entity as specified in its charter)

Central Index Key Number of Issuing Entity: 0001835747

Mercedes-Benz Trust Leasing LLC

(Exact name of Depositor as specified in its charter)

Central Index Key Number of Depositor: 0001537805

Mercedes-Benz Financial Services USA LLC

(Exact name of Sponsor as specified in its charter)

Central Index Key Number of Sponsor: ~~0001504252~~0001540252

State of Delaware	333-229783-05	86-6418555
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

35555 W. Twelve Mile Rd. Suite 100 Farmington Hills, Michigan		48331
35555 W. Twelve Mile Road, Suite 100 Farmington Hills, Michigan		48331
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (248) 991-~~6700~~6632

Not Applicable

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

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 Securities Exchange Act of 1934:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	None	None

☐ 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. ☐

~~Section~~Item 61.01. —Entry ~~Asset~~into ~~Backed~~a ~~Securities~~Material Definitive Agreement.

~~Item~~On 6January 31, 2023, Daimler Trust, a Delaware statutory trust (“DT”), entered into an Agreement of Merger (the “Merger Agreement”), dated as of January 31, 2023, among DT, as the target trust, Mercedes-Benz Vehicle Trust, a Delaware statutory trust (“MBVT” and, together with DT, the “Trusts”), as the surviving trust, BNY Mellon Trust of Delaware (“BNYM”), as trustee with respect to each of the Trusts, and Mercedes-Benz Trust Holdings LLC, a Delaware limited liability company (“Holdings”), as initial beneficiary of the each of the Trusts and as beneficial owner of the Specified Interests in the Trusts.02 Under the Merger Agreement, effective at 11:00 p.m. ~~Change~~eastern time on January 31, 2023 (the “Effective Time”), DT was merged into MBVT, with MBVT continuing as the surviving entity of ~~Servicer~~such ormerger. Pursuant ~~Trustee~~to the Merger Agreement, the trustee filed a certificate of merger (the “Certificate of Merger”) with respect to the merger with the Secretary of State of the State of Delaware on January 31, 2023.

~~Pursuant~~MBVT towas anformed ~~Assignment~~on ~~and~~March ~~Assumption Agreement~~15, ~~dated as of January 28,~~ 2022, ~~between U.S. Bank National Association, a national banking association (“U.S. Bank N.A.”)~~ and ~~U.S.~~is ~~Bank~~organized ~~Trust~~under ~~Company,~~an ~~National Association,~~Amended ~~a national banking association (“U.S. Bank Trust Co.”)~~ and asRestated ~~a result of the transfer of substantially all of U.S. Bank N.A.’s corporate trust business to U.S. Bank~~ Trust ~~Co.~~Agreement, ~~effective~~dated as of ~~August~~January 2931, ~~2022,~~2023 ~~U.S. Bank Trust Co. succeeded U.S. Bank N.A. as the indenture trustee~~ (~~in such capacity,~~ the “~~Indenture~~MBVT ~~Trustee”)~~Titling ~~(including~~Trust ~~in its capacities as Securities Intermediary~~Agreement”), ~~Paying~~among ~~Agent and Note Registrar) under the Indenture~~Holdings, ~~dated~~ as ofinitial ~~January~~beneficiary, 1BNYM, ~~2021 (the~~as ~~“Indenture”)~~trustee, ~~between~~and Mercedes-Benz ~~Auto~~Financial ~~Lease~~Services ~~Trust~~USA ~~2021-A,~~LLC as(“MBFS ~~Issuer~~USA”), ~~and~~as ~~the~~titling ~~Indenture~~trust ~~Trustee, for the benefit of the noteholders~~administrator. The ~~duties~~primary ~~and~~business ~~responsibilities~~purpose of ~~the~~MBVT ~~Indenture~~will ~~Trustee,~~be ~~limitations~~to onacquire ~~the~~leases ~~Indenture Trustee’s liability~~ and ~~indemnification~~ ~~under~~serve ~~the~~as ~~transaction~~record ~~documents,~~holder ~~contractual~~of ~~provisions~~title ~~regarding~~to ~~the~~vehicles ~~Indenture~~in ~~Trustee’s~~connection ~~removal,~~with ~~replacement~~asset-backed securities orsecuritizations ~~resignation~~sponsored ~~under~~by ~~the~~MBFS ~~transaction documents~~USA, and ~~other~~in ~~information~~so ~~contemplated~~doing, bycontinue ~~Item~~the ~~1109(a)(3)~~activities ~~through~~previously ~~(6)~~conducted ~~of Regulation~~by ABDT ~~remains~~in ~~unchanged~~substantially ~~from~~ the ~~information~~same ~~described~~manner inbut ~~the~~under ~~final prospectus, dated January 20, 2021 and filed with~~ the ~~Commission~~“Mercedes-Benz” ~~on January 22, 2021~~name.

~~U.S.~~The ~~Bank~~Merger ~~N.A.~~Agreement ~~made~~provides athat, ~~strategic~~at ~~decision~~the toEffective ~~reposition~~Time ~~its~~and ~~corporate~~at ~~trust~~all ~~business~~times bythereafter, ~~transferring~~MBVT ~~substantially~~shall ~~all~~be ofliable ~~its~~for ~~corporate~~all ~~trust~~of ~~business~~the ~~to its affiliate~~debts, ~~U.S. Bank Trust Co.~~liabilities, aobligations ~~non-depository trust company (U.S. Bank N.A.~~ and ~~U.S.~~duties ~~Bank Trust Co. are collectively referred to herein as “U.S. Bank.”). Upon U.S. Bank Trust Co.’s succession to the business~~ of ~~U.S. Bank N.A.~~DT, iteach ~~became~~and aall ~~wholly owned subsidiary~~ of ~~U.S.~~which ~~Bank~~shall ~~N.A. The~~become ~~Indenture~~debts, ~~Trustee~~liabilities, ~~will~~obligations ~~maintain~~and ~~the~~duties ~~accounts~~ of ~~the~~MBVT. Without ~~issuer~~limiting in the ~~name~~foregoing, ofMBVT ~~the~~has ~~Indenture~~expressly ~~Trustee~~assumed atall ~~U.S.~~of ~~Bank~~DT’s ~~N.A.~~obligations under:

~~U.S.~~• ~~Bancorp, with total assets exceeding $591 billion as of June 30, 2022, is~~ the ~~parent~~2020-B ~~company~~Exchange ~~of U.S. Bank N.A.~~Note, ~~the~~issued ~~fifth~~pursuant ~~largest~~to ~~commercial bank in~~ the ~~United~~2020-B ~~States. As~~Exchange ofNote ~~June 30~~Supplement, ~~2022,~~which ~~U.S.~~collateralizes ~~Bancorp operated over 2,200 branch offices in 26 states. A network of specialized U.S. Bancorp offices across~~ the ~~nation~~Mercedes-Benz ~~provides~~Auto aLoan ~~comprehensive~~Trust ~~line~~2020-B ofAsset ~~banking,~~Backed ~~brokerage, insurance, investment, mortgage, trust and payment services products to consumers, businesses, and institutions.~~Notes;

~~U.S.~~• ~~Bank has one of~~ the ~~largest~~2021-A ~~corporate~~Exchange ~~trust~~Note, ~~businesses~~issued inpursuant to the ~~country~~2021-A ~~with~~Exchange ~~office~~Note ~~locations~~Supplement, inwhich 48collateralizes ~~domestic~~the ~~and~~Mercedes-Benz 2Auto ~~international~~Loan ~~cities. The~~Trust ~~Indenture~~2021-A ~~will~~Asset beBacked ~~administered~~Notes; ~~from U.S. Bank’s corporate trust office located at 190 South LaSalle Street, 7th Floor, Chicago, IL 60603.~~and

~~U.S.~~• ~~Bank~~the ~~has~~2021-B ~~provided~~Exchange ~~corporate trust services since 1924. As of June 30~~Note, ~~2022,~~issued ~~U.S.~~pursuant ~~Bank~~to ~~was~~the ~~acting~~2021-B asExchange ~~trustee~~Note ~~with respect to over 122~~Supplement,~~000~~ ~~issuances~~which ofcollateralizes ~~securities~~the ~~with~~Mercedes-Benz anAuto ~~aggregate~~Loan ~~outstanding~~Trust ~~principal balance of over $5.5 trillion. This portfolio includes corporate and municipal bonds, mortgage~~2021-~~backed~~B ~~and~~Asset ~~asset-backed~~Backed ~~securities and collateralized debt obligations.~~Notes;

~~The~~including, ~~Indenture~~in ~~Trustee~~each ~~shall~~case, ~~make~~the ~~each~~due ~~monthly~~and ~~statement~~punctual ~~available~~payment toof the ~~noteholders~~principal ~~via~~of ~~the~~and ~~Indenture~~interest ~~Trustee’s~~on ~~internet~~each ~~website~~outstanding atExchange ~~https://pivot.usbank.com. Noteholders~~Note ~~with~~and ~~questions~~the ~~may~~performance ~~direct~~and ~~them~~observance toof each and every agreement and covenant under the Collateral Agency Agreement (including ~~Indenture~~each ~~Trustee’s~~such ~~bondholder~~Exchange ~~services~~Note ~~group~~Supplement) atto ~~(800)~~be ~~934-6802~~performed or observed by DT.

AsUnder ofthe ~~June~~MBVT 30Titling Trust Agreement, ~~2022~~Holdings, ~~U.S.~~as ~~Bank~~initial ~~(and~~beneficiary, ~~its~~has ~~affiliate~~directed ~~U.S.~~the ~~Bank~~issuance at the Effective Time of a separate series of beneficial interest within MBVT within the meaning of Section 3806(b) of the Delaware Statutory Trust ~~National~~Act ~~Association~~(a “Specified Interest”) ~~was~~to ~~acting~~be known as ~~indenture~~the ~~trustee,~~“Mercedes-Benz ~~registrar~~Retail ~~and~~Specified ~~paying~~Interest” ~~agent~~as onto ~~172~~which ~~issuances~~the assets as of ~~automobile~~the ~~receivables-backed~~Effective ~~securities~~Time ~~with~~will anconsist of all assets previously allocated to the Daimler Retail Specified ~~outstanding~~Interest ~~aggregate~~issued ~~principal~~under ~~balance~~the Daimler Trust Agreement. A UCC financing statement has been filed in Delaware by MBVT in favor of ~~approximately~~Collateral ~~$68~~Title Co. (formerly known as Daimler Title Co.),~~988~~ as Collateral Agent,~~300~~ to effect perfection of the security interest granted by MBVT in the leases and other related assets of MBVT under the Collateral Agency Agreement. Please refer to the issuing entity’s prospectus dated January 20,~~000~~ 2021 for a further description of the Collateral Agency Agreement, the related Exchange Notes and Exchange Note Supplements and the Specified Interest.

~~U.S.~~Item ~~Bank N~~9.A01. ~~and~~Financial ~~other~~Statements large financial institutions have been sued in their capacity as trustee or successor trustee for certain residential mortgage-backed securities (“RMBS”’) trusts. The complaints, primarily filed by investors or investor groups against U.S. Bank N.A. and similar institutions, allege the trustees caused losses to investors as a result of alleged failures by the sponsors, mortgage loan sellers and servicers to comply with the governing agreements for these RMBS trustsExhibits. Plaintiffs generally assert causes of action based upon the trustees’ purported failures to enforce repurchase obligations of mortgage loan sellers for alleged breaches of representations and warranties, notify securityholders of purported events of default allegedly caused by breaches of servicing standards by mortgage loan servicers and abide by a heightened standard of care following alleged events of default.

~~U.S.~~(d) Bank N.A. denies liability and believes that it has performed its obligations under the RMBS trusts in good faith, that its actions were not the cause of losses to investors, that it has meritorious defenses, and it has contested and intends to continue contesting the plaintiffs’ claims vigorously. However, U.S. Bank N.A. cannot assure you as to the outcome of any of the litigation, or the possible impact of these litigations on the trustee or the RMBS trusts.Exhibits:

On March 9, 2018, a law firm purporting to represent fifteen Delaware statutory trusts (the “DSTs”) that issued securities backed by student loans (the “Student Loans”) filed a lawsuit in the Delaware Court of Chancery against U.S. Bank N.A. in its capacities as indenture trustee and successor special servicer, and three other institutions in their respective transaction capacities, with respect to the DSTs and the Student Loans. This lawsuit is captioned The National Collegiate Student Loan Master Trust I, et al. v. U.S. Bank National Association, et al., C.A. No. 2018-0167-JRS (Del. Ch.) (the “NCMSLT Action”). The complaint, as amended on June 15, 2018, alleged that the DSTs have been harmed as a result of purported misconduct or omissions by the defendants concerning administration of the trusts and special servicing of the Student Loans. Since the filing of the NCMSLT Action, certain Student Loan borrowers have made assertions against U.S. Bank N.A. concerning special servicing that appear to be based on certain allegations made on behalf of the DSTs in the NCMSLT Action.

2.1	Agreement of Merger, dated as of January 31, 2023, among Daimler Trust, as the target trust, Mercedes-Benz Vehicle Trust, as the surviving trust, BNY Mellon Trust of Delaware, as trustee, and Mercedes-Benz Trust Holdings LLC, as initial beneficiary and beneficial owner of the Specified Interests

2.2	Assumption Agreement of Mercedes-Benz Vehicle Trust, dated as of January 31, 2023, among Mercedes-Benz Vehicle Trust, Mercedes-Benz Trust Holdings LLC, and Mercedes-Benz Financial Services USA LLC

3.5	Trust Agreement of Mercedes-Benz Vehicle Trust, dated as of January 31, 2023, among Mercedes-Benz Trust Holdings LLC, as initial beneficiary, BNY Mellon Trust of Delaware, as trustee, and Mercedes-Benz Financial Services USA LLC, as titling trust administrator

U.S. Bank N.A. has filed a motion seeking dismissal of the operative complaint in its entirety with prejudice pursuant to Chancery Court Rules 12(b)(1) and 12(b)(6) or, in the alternative, a stay of the case while other prior filed disputes involving the DSTs and the Student Loans are litigated. On November 7, 2018, the Court ruled that the case should be stayed in its entirety pending resolution of the first-filed cases. On January 21, 2020, the Court entered an order consolidating for pretrial purposes the NCMSLT Action and three other lawsuits pending in the Delaware Court of Chancery concerning the DSTs and the Student Loans, which remains pending.

U.S. Bank N.A. denies liability in the NCMSLT Action and believes it has performed its obligations as indenture trustee and special servicer in good faith and in compliance in all material respects with the terms of the agreements governing the DSTs and that it has meritorious defenses. It has contested and intends to continue contesting the plaintiffs’ claims vigorously.

SIGNATURES

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.

	Mercedes-Benz Trust Leasing LLC
	(Depositor)
	By:	/s/ Steven C. Poling
		Steven C. Poling
		Assistant Secretary
Date: September 1, 2022

	Mercedes-Benz Trust Leasing LLC,
	as Depositor

	By:	/s/ Steven C. Poling
		Steven C. Poling
		Assistant Secretary

Date: February 3, 2023

Filing Compare · Mercedes-Benz Auto Lease Trust 2021-A