Exhibit 99.1

 

Independent Accountants’ Agreed-Upon Procedures Report

Upgrade, Inc. (the “Company”)

Citigroup Global Markets Inc. (the “Structuring Agent”)

(together, the “Specified Parties”)

Re: Upgrade Auto Receivables Trust 2025-1 – Data File Procedures

We have performed the procedures described below on the specified attributes in an electronic data file entitled “UPGA 2025-1 Selected Loans Tape 20250831.xlsx” (the “Data File”) provided by the Structuring Agent on September 11, 2025, on behalf of the Company, containing information on 6,975 automobile retail installment sale contracts (the “Loans”) as of August 31, 2025, which we were informed are intended to be included as collateral in the offering by Upgrade Auto Receivables Trust 2025-1. The Company is responsible for the specified attributes identified by the Company in the Data File.

The Specified Parties have agreed to and acknowledged that the procedures performed are appropriate to meet their intended purpose of assisting specified parties in evaluating the accuracy of the specified attributes in the Data File. This report may not be suitable for any other purpose. No other parties have agreed to or acknowledged the appropriateness of these procedures for the intended purpose or any other purpose.

The procedures performed may not address all the items of interest to a specified party of this report and may not meet the needs of all specified parties of this report and, as such, specified parties are responsible for determining whether the procedures performed are appropriate for their purposes. We make no representation regarding the appropriateness of the procedures either for the intended purpose or for any other purpose.

Unless otherwise stated, the following definitions have been adopted in presenting our procedures and findings:

 

•

The term “compared” means compared to the information shown and found it to be in agreement, unless otherwise stated. Such compared information was deemed to be in agreement if differences were within the reporting threshold.

 

•

The term “recomputed” means recalculated and compared the result to the information shown and found it to be in agreement, unless otherwise stated. Such recomputed information was deemed to be in agreement if differences were within the reporting threshold.

 

•

The term “reporting threshold” means that dollar amounts, percentages, and number of months were within $1.00, 0.1%, and 1 month, respectively.

 

•

The term “Loan Agreements” means the following information provided by the Company for each Selected Loan (defined below):

 

•

Retail Installment Sale Contract

 

•

Simple Interest Vehicle Contract for Sale and Security Agreement

The Loan Agreements were represented by the Company to be electronic copies of the original Loan Agreements. We make no representation regarding the validity or accuracy of the Loan Agreements, or the execution of the Loan Agreements by the signor.

 

 

•

The term “Title Document” means certificate of title, notice of liens, lien holders release forms, guarantee of title, application for vehicle transaction, dealer reassignment of title, application for title and registration, vehicle record, dealer, rebuilder, or lessor’s report of sale or lease, motor vehicle division statement, electronic title document, and/or other related documents which the Company informed us are acceptable forms of title.

 

•

The term “System Screenshots” means electronic screenshots provided by the Company for each of the Selected Loans from the Company’s asset system.

 

•

The term “FICO Band Support” means email correspondence entitled “[EXTERNAL] Re: UPGA 2025-1 Source Docs Request” provided by the Company on September 16, 2025, containing instructions and information related to attributes (i) fico_08_auto_low and (ii) fico_08_auto_high.

 

•

The term “Source Documents” means the Loan Agreements, Title Document, System Screenshots, and FICO Band Support.

 

•

The term “Instruction” means the instruction provided by the Company pertaining to a procedure, attribute, or methodology, as described in the procedures below.

 

•

The term “Provided Information” means the Source Documents and Instruction.

The procedures we were instructed by the Company to perform and the associated findings are as follows:

 

A.

We randomly selected a sample of 150 Loans from the Data File (the “Selected Loans”). A listing of the Selected Loans is attached hereto as Exhibit A. For purposes of this procedure, the Company did not inform us of the basis they used to determine the number of Loans we were instructed to randomly select from the Data File.

 

B.

For each Selected Loan, we compared or recomputed the specified attributes in the Data File listed below to or using the corresponding information included in the Source Documents, utilizing the Instruction, as applicable. The Specified Parties indicated that the absence of any of the information in the Source Documents or the inability to agree the indicated information from the Data File to the Source Documents for each of the attributes identified, utilizing the Instruction as applicable, constituted an exception. The Provided Information is listed in the order of priority.

 

Attribute		Provided Information
loan_id		System Screenshots
origination_date		Loan Agreements
loan_amount		Loan Agreements
original_maturity_date		System Screenshots
term_in_months		Loan Agreements
original_interest_rate		Loan Agreements
contractual_payment_amount		Loan Agreements
current_borrower_state		System Screenshots

 

2

 

Attribute		Provided Information
principal_balance		System Screenshots
fico_08_auto_low		System Screenshots, FICO Band Support
fico_08_auto_high		System Screenshots, FICO Band Support
remaining_term		Recompute using the following methodology:   remaining_term = term_in_months – Payments Made – Payments Past Due, both from the System Screenshots
vehicle_condition		Loan Agreements
vehicle_model_year		Loan Agreements
vehicle_make		Loan Agreements
vehicle_model (excluding trim or engine type)		Loan Agreements

We found such information to be in agreement except as listed in Exhibit B.

 

C.	For each Selected Loan, we observed the presence of the following in the Title Documents:

An electronic copy of the Title Document listing the Company or variations of the Company’s name (e.g., “UPGRADE INC,” “UPGRADE, INC,” “UPGRADE INC.,” or “UPGRADE”) as the security interest holder of the vehicle. For purposes of this procedure, we were instructed by the Company to ignore differences due to punctuation. We did not perform any procedures to determine if the Title Document complied with the Company’s guidelines for preparation and we make no representation regarding the validity or enforceability of the security interest.

We found such information to be present.

We were engaged by the Company to perform this agreed-upon procedures engagement and conducted our engagement in accordance with attestation standards established by the American Institute of Certified Public Accountants, which involves us performing the specific procedures agreed to and acknowledged above and reporting on findings based on performing those procedures. We were not engaged to, and did not, conduct an examination or review, the objective of which would be the expression of an opinion or conclusion, respectively, on the specified attributes in the Data File. Accordingly, we do not express such an opinion or conclusion. Had we performed additional procedures, other matters might have come to our attention that would have been reported.

We are required to be independent of the Company and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements related to our agreed-upon procedures engagement.

The procedures performed were applied based on the information included in the Data File and Provided Information, without verification or evaluation of such information by us; therefore, we express no opinion or any other form of assurance regarding (i) the reasonableness of the information provided to us by the Company, (ii) the physical existence of the Loans, (iii) the reliability or accuracy of the Provided Information which was used in our procedures, or (iv) matters of legal interpretation.

 

3

 

The procedures performed were not intended to address, nor did they address: (i) the conformity of the origination of the Loans to stated underwriting or credit extension guidelines, standards, criteria or other requirements, (ii) the value of collateral securing any such Loans being securitized, (iii) the compliance of the originator of the Loans with federal, state, and local laws and regulations, or (iv) any other factor or characteristic of the Loans that would be material to the likelihood that the issuer of the notes will pay interest and principal in accordance with applicable terms and conditions. The procedures performed were not intended to satisfy any criteria for due diligence published by the nationally recognized statistical rating organizations (“NRSROs”).

The terms of our engagement are such that we have no responsibility to update this report because of events and circumstances that may subsequently occur.

This report is intended solely for the information and use of the Specified Parties. It is not intended to be and should not be used by any other person or entity, including investors or the NRSROs, who are not identified in the report as the Specified Parties but may have access to this report as required by law or regulation.

/s/ KPMG LLP

Irvine, California

September 29, 2025

 

4

Exhibit A

The Selected Loans

 

Selected Loan Number		loan_id		Selected Loan Number		loan_id		Selected Loan Number		loan_id
1		2943*****		31		3267*****		61		3319*****
2		3182*****		32		3270*****		62		3320*****
3		3199*****		33		3274*****		63		3321*****
4		3209*****		34		3277*****		64		3323*****
5		3216*****		35		3278*****		65		3324*****
6		3216*****		36		3279*****		66		3324*****
7		3216*****		37		3291*****		67		3324*****
8		3219*****		38		3291*****		68		3324*****
9		3220*****		39		3291*****		69		3327*****
10		3220*****		40		3293*****		70		3327*****
11		3220*****		41		3296*****		71		3332*****
12		3220*****		42		3297*****		72		3332*****
13		3221*****		43		3299*****		73		3332*****
14		3224*****		44		3300*****		74		3332*****
15		3229*****		45		3300*****		75		3332*****
16		3232*****		46		3300*****		76		3334*****
17		3232*****		47		3300*****		77		3335*****
18		3233*****		48		3302*****		78		3335*****
19		3246*****		49		3304*****		79		3335*****
20		3247*****		50		3304*****		80		3335*****
21		3251*****		51		3305*****		81		3336*****
22		3251*****		52		3305*****		82		3336*****
23		3255*****		53		3307*****		83		3338*****
24		3255*****		54		3308*****		84		3338*****
25		3257*****		55		3308*****		85		3339*****
26		3258*****		56		3309*****		86		3340*****
27		3260*****		57		3315*****		87		3341*****
28		3260*****		58		3316*****		88		3341*****
29		3261*****		59		3317*****		89		3341*****
30		3261*****		60		3319*****		90		3341*****

 

A-1

Selected Loan Number		loan_id		Selected Loan Number		loan_id
91		3341*****		121		3391*****
92		3342*****		122		3392*****
93		3342*****		123		3395*****
94		3342*****		124		3397*****
95		3343*****		125		3400*****
96		3343*****		126		3401*****
97		3344*****		127		3401*****
98		3345*****		128		3401*****
99		3345*****		129		3401*****
100		3346*****		130		3404*****
101		3346*****		131		3404*****
102		3348*****		132		3407*****
103		3351*****		133		3407*****
104		3352*****		134		3407*****
105		3356*****		135		3408*****
106		3359*****		136		3409*****
107		3360*****		137		3419*****
108		3363*****		138		3419*****
109		3366*****		139		3422*****
110		3366*****		140		3422*****
111		3366*****		141		3424*****
112		3372*****		142		3425*****
113		3374*****		143		3426*****
114		3378*****		144		3428*****
115		3381*****		145		3430*****
116		3384*****		146		3431*****
117		3384*****		147		3437*****
118		3384*****		148		3437*****
119		3384*****		149		3437*****
120		3391*****		150		3439*****

 

A-2

Exhibit B

Exception

 

Selected Loan Number		Customer Agreement ID		Attribute		Per Data File		Per Provided Information
54		3308*****		origination_date		2025-06-26		2025-06-28

 

B-1