SEC FORM 3

SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Avenue Capital Management II, L.P.

(Last)

(First)

(Middle)

C/O AVENUE CAPITAL GROUP

11 WEST 42ND STREET, 9TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/29/2025

3. Issuer Name and Ticker or Trading Symbol
XBP Global Holdings, Inc. [ XBP ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	6,564,883	I	See footnotes⁽¹⁾⁽⁵⁾
Common Stock	4,082,116	I	See footnotes⁽²⁾⁽³⁾⁽⁵⁾
Common Stock	1,460,908	I	See footnotes⁽⁴⁾⁽⁵⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)

1. Name and Address of Reporting Person^*

Avenue Capital Management II, L.P.

(Last)

(First)

(Middle)

C/O AVENUE CAPITAL GROUP

11 WEST 42ND STREET, 9TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Avenue RP Opportunities Fund, L.P.

(Last)

(First)

(Middle)

C/O AVENUE CAPITAL GROUP,

11 WEST 42ND STREET, 9TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Avenue Global Dislocation Opportunities Fund, L.P.

(Last)

(First)

(Middle)

C/O AVENUE CAPITAL GROUP,

11 WEST 42ND STREET, 9TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Avenue Global Opportunities Master Fund LP

(Last)

(First)

(Middle)

C/O AVENUE CAPITAL GROUP,

11 WEST 42ND STREET, 9TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Avenue Europe International Management, L.P.

(Last)

(First)

(Middle)

C/O AVENUE CAPITAL GROUP,

11 WEST 42ND STREET, 9TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

LASRY MARC

(Last)

(First)

(Middle)

C/O AVENUE CAPITAL GROUP,

11 WEST 42ND STREET, 9TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Held directly by Avenue RP Opportunities Fund, L.P. ("RP Opportunities Fund"). Avenue RP Opportunities Fund GenPar, LLC ("RP Opportunities GP") is the general partner of RP Opportunities Fund. GL RP Partners, LLC ("RP Partners") is the managing member of RP Opportunities GP. Avenue Europe International Management, L.P. is a registered investment adviser and is the manager ("Europe International Manager") of RP Opportunities Fund. RP Opportunities GP has delegated all management authority over securities held by RP Opportunities Fund to Europe International Manager and therefore, Europe International Manager has sole voting and dispositive power over all securities of Issuer held by RP Opportunities Fund, but disclaims beneifical ownership thereof except to the extent of its pecuniary interest, if any, therein. RP Opportunities GP amd RP Partners disclaim beneifical ownership of securities except to the extent of their pecuniary interest, if any, therein.

2. Held directly by Avenue Global Dislocation Opportunities Fund, L.P. ("Global Dislocation Fund"). Avenue Global Dislocation Opportunities GenPar, LLC ("Dislocation Opportunities GP") is the general partner of Global Dislocation Fund. GL Global Dislocation Opportunities Partners, LLC ("Dislocation Opportunities Partners") is the managing member of Dislocation Opportunities GP. Avenue Capital Management II, L.P. ("Capital Management II") is a registered investment adviser and is the manager of Global Dislocation Fund. Dislocation Opportunities GP has delegated all management authority over securities held by Global Dislocation Fund to Capital Management II and therefore,

3. (Continued from footnote 2) Capital Management II has sole voting and dispositive power over all securities of Issuer held by Global Dislocation Fund, but disclaims beneifical ownership thereof except to the extent of its pecuniary interest, if any, therein. Dislocation Opportunities GP amd Dislocation Opportunities Partners disclaim beneifical ownership of securities except to the extent of their pecuniary interest, if any, therein.

4. Held directly by Avenue Global Opportunities Master Fund LP ("Global Opportunities Fund"). Avenue Global Opportunities GenPar Holdings Ltd ("Global Opportunities GP") is the general partner of Global Opportunities Fund. Avenue Global Opportunities GenPar, LLC ("Opportunities GenPar") is the sole shareholder of Global Opportunities GP. Capital Management II is a registered investment adviser and is the manager of Global Opportunities Fund. Global Opportunities GP has delegated all management authority over securities held by Global Opportunities Fund to Capital Management II and therefore, Capital Management II has sole voting and dispositive power over all securities of Issuer held by Global Opportunities Fund, but disclaims beneifical ownership thereof except to the extent of its pecuniary interest, if any, therein. Global Opportunities GP and Opportunities GenPar disclaim beneifical ownership of securities except to the extent of their pecuniary interest, if any, therein.

5. Marc Lasry is the managing member of RP Partners, Dislocation Opportunities Partners and Opportunities GenPar, and a founder of Avenue Capital Group, a global investment firm. Mr. Lasry does not have voting or dispositive power over securities held by the Funds and disclaims beneficial ownership of securities held by the Funds, except to the extent of its pecuniary interest, if any, therein.

Remarks:

Andrew Schinder is signing on behalf of Mr. Lasry pursuant to a power of attorney dated January 28, 2019, which was previously filed with the Securities and Exchange Commission as an exhibit to a Schedule 13G filed by Mr. Lasry and certain other reporting persons on October 3, 2024. RP Opportunities GP, Dislocation Opportunities GP, Global Opportunities GP, RP Partners, Dislocation Opportunities Partners, and Opportunities GenPar, are intended and deemed to be included as Reporting Persons on this Form 3, but EDGAR filing codes for the following entities were not yet available at the time of this filing. When such EDGAR filing codes are received from the Securities and Exchange Commission, this Form 3 will be amended to reflect the aforementioned entities as Reporting Persons.

	Avenue Capital Management II, L.P., By: Avenue Capital Management II GenPar, LLC, its General Partner, By: /s/ Andrew Schinder, Name: Andrew Schinder, Title: Attorney-in-Fact for Marc Lasry, Member	08/06/2025
	Avenue RP Opportunities Fund, L.P., By: GL RP Partners, LLC, its Managing Member; By: Avenue RP Opportunities Fund GenPar, LLC, its General Partner, By: /s/ Andrew Schinder, Name: Andrew Schinder, Title: Attorney-in-Fact for Marc Lasry, Member	08/06/2025
	Global Dislocation Fund, By: Dislocation Opportunities Partners, its Managing Member; By: Dislocations Opportunities GP, its General Partner, By: /s/ Andrew Schinder, Name: Andrew Schinder, Title: Attorney-in-Fact for Marc Lasry, Member	08/06/2025
	Avenue Global Opportunities Master Fund LP, By: Avenue Global Opportunities GenPar Holdings Ltd., its General Partner, By: /s/ Andrew Schinder, Name: Andrew Schinder, Title: Attorney-in-Fact for Marc Lasry, Member	08/06/2025
	Avenue Europe International Management, L.P., By: Avenue Europe International Management GenPar, LLC, its General Partner, By: /s/ Andrew Schinder, Name: Andrew Schinder, Title: Attorney-in-Fact for Marc Lasry, Member	08/06/2025
	Andrew Schinder, Attorney-in-Fact for Marc Lasry	08/06/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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New insider Avenue Capital Management Ii, L.P. claimed ownership of 12,107,907 shares (SEC Form 3)