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) ~~April~~March 1, ~~2022~~2023

Commission File Number of depositor: 333-205943-01, 333-228394-02, 333-264933-01 Central Index Key Number of depositor: 0001551964

BARCLAYS DRYROCK FUNDING LLC

(Exact name of Depositor as specified in its charter)

ON BEHALF OF

Commission File Number of issuing entity: 333-205943, 333-228394, 333-264933 Central Index Key Number of issuing entity: 0001552111

BARCLAYS DRYROCK ISSUANCE TRUST

(Exact Name of Issuing Entity as Specified in Its Charter)

(Issuer of the Notes)

Commission File Number of sponsor: 333-205943-02, 333-228394-01 Central Index Key Number of sponsor: 0001551423

BARCLAYS BANK DELAWARE

(Exact Name of Sponsor as Specified in Its Charter)

Delaware		45-5441359
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification Number)

100 S. West Street, Office 120, Wilmington, DE 19801 (302) 255-7073
(Address, Including Zip Code, and Telephone Number, Including Area Code, of each Registrant’s Principal Executive Offices)

N/A
(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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2~~(b)~~ under the Exchange Act (17 CFR 240.14d-2(b)) o 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.

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 o

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. o

INFORMATION TO BE INCLUDED IN THE REPORT

Item 18.01 ~~Entry~~Other ~~into a Material Definitive Agreement~~Events.

~~First~~On ~~Amendment~~March 1, 2023, the Issuing Entity acquired approximately $2,500,000,000 of receivables in additional accounts from the Depositor. The conveyance of such receivables was effected pursuant to ~~Amended~~Assignment No. ~~and~~8 ~~Restated~~of Receivables ~~Purchase~~in Additional Accounts included in Barclays Dryrock Issuance Trust, dated as of May 1, 2018 (“Assignment ~~Agreement~~No. 8”), by and between the Depositor and the Issuing Entity, and accepted and acknowledged by the Indenture Trustee. Assignment No. 8 is attached hereto as Exhibit 99.1. The composition of receivables owned by the Issuing Entity, as of March 1, 2023 after giving effect to Assignment No. 8, by program is set forth below.

On April 1, 2022, Barclays Bank Delaware, as seller, and Barclays Dryrock Funding LLC entered into the First Amendment to Amended and Restated Receivables Purchase Agreement, dated as of August 1, 2012, and as amended and restated as of December 17, 2013, to remove the limit on receivables from accounts relating to any non co-branded portfolio following each addition of accounts or removal of accounts.

Program	Number of Accounts	% of Total Number of Accounts	Total Receivables	% of Total Receivables
American Airlines	745367	16.17%	$1,773,372,925	21.69%
Jetblue	419,036	9.09%	$1,574,405,377	19.26%
Non Co-Branded	1,280,342	27.78%	$1,207,497,238	14.77%
UPromise	323,112	7.01%	$671,211,937	8.21%
Hawaiian Airlines	157,567	3.42%	$584,552,983	7.15%
Carnival Cruise Lines	343,135	7.45%	$532,123,399	6.51%
Black Card	93,339	2.03%	$392,017,510	4.80%
Wyndham Hotels	240,565	5.22%	$312,739,214	3.83%
Priceline.com	238,462	%5.17	$227,893,706	2.79%
RCI	155,573	3.38%	$226,460,130	2.77%
Frontier Airlines	237,272	%5.15	$188,767,886	2.31%
BlueGreen	98,795	%2.14	$180,545,439	2.21%
Choice Hotels	144,413	%3.13	$145,874,533	1.78%
Miles & More / Lufthansa	37,453	%0.81	$66,666,639	0.82%
Barnes & Noble	72,698	%1.58	$60,042,317	0.73%
Princess Cruise Line	21,792	%0.47	$30,380,655	0.37%
Total	4,608,921	100.00%	$8,174,551,889	100.00%

~~Second~~Item ~~Amendment~~9.01. toFinancial ~~Amended~~Statements and ~~Restated Transfer Agreement~~Exhibits

On April 1, 2022, Barclays Dryrock Funding LLC, as transferor, Barclays Dryrock Issuance Trust, as issuer, and U.S. Bank National Association (as predecessor in interest to U.S. Bank Trust Company, National Association), as indenture trustee, entered into the Second Amendment to Amended and Restated Transfer Agreement, dated as of August 1, 2012, as amended and restated as of December 17, 2013, and as further amended by the First Amendment to Amended and Restated Transfer Agreement, dated as of March 1, 2017, to remove the limit on receivables from accounts relating to any non co-branded portfolio following each addition of accounts or removal of accounts.

Item 9.01. Financial Statements and Exhibits.

(a) Not applicable

(b) Not applicable

(d) Exhibits: The following is filed as an Exhibit to this Report:

Exhibit Number	Description
10.1	First Amendment to Amended and Restated Receivables Purchase Agreement, dated as of April 1, 2022, between Barclays Bank Delaware, as seller, and Barclays Dryrock Funding LLC.
99.1	Assignment No. 8 of Receivables in Additional Accounts included in Barclays Dryrock Issuance Trust, dated as of March 1, 2023, by and between the Depositor and the Issuing Entity, and accepted and acknowledged by the Indenture Trustee.
10.2	Second Amendment to Amended and Restated Transfer Agreement, dated as of April 1, 2022, among Barclays Dryrock Funding LLC, as transferor, Barclays Dryrock Issuance Trust, as issuer, and U.S. Bank National Association (as predecessor in interest to U.S. Bank Trust Company, National Association), as indenture trustee.

SIGNATURES

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

BARCLAYS DRYROCK FUNDING LLC,
as depositor of Barclays Dryrock Issuance Trust

By: /s/ Wai Chung
Name: Wai Chung
Title: Treasurer

~~May~~March 106, ~~2022~~2023

Filing Compare · Barclays Dryrock Funding LLC