Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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- Peter Lynch
What is insider trading>>
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
|
XBP Global Holdings, Inc. (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
98400V101 (CUSIP Number) |
Andrew Schinder 11 West 42nd Street, 9th Floor, New York, NY, 10036 (212) 878-3520 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
09/15/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | 98400V101 |
| 1 |
Name of reporting person
Avenue RP Opportunities Fund, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
981,807.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
(1) Aggregate amount owned includes 981,807 shares of common stock held directly by the Reporting Person. (2) Percent of class is based on 14,156,584 shares of Issuer's common stock outstanding as of September 15, 2026, based on information provided by the Issuer to the Reporting Persons.
SCHEDULE 13D
|
| CUSIP No. | 98400V101 |
| 1 |
Name of reporting person
Avenue Global Dislocation Opportunities Fund, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
610,498.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
(1) Aggregate amount owned includes 610,498 shares of common stock held directly by the Reporting Person. (2) Percent of class is based on 14,156,584 shares of Issuer's common stock outstanding as of September 15, 2026, based on information provided by the Issuer to the Reporting Persons.
SCHEDULE 13D
|
| CUSIP No. | 98400V101 |
| 1 |
Name of reporting person
Avenue Global Opportunities Master Fund LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED ARAB EMIRATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
218,484.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
(1) Aggregate amount owned includes 218,484 shares of common stock held directly by the Reporting Person. (2) Percent of class is based on 14,156,584 shares of Issuer's common stock outstanding as of September 15, 2026, based on information provided by the Issuer to the Reporting Persons.
SCHEDULE 13D
|
| CUSIP No. | 98400V101 |
| 1 |
Name of reporting person
Avenue Europe International Management, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
981,807.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA |
Comment for Type of Reporting Person:
(1) Avenue Europe International Management, L.P. is a registered investment adviser and is the manager ("Europe International Manager") of Avenue RP Opportunities Fund, L.P. ("RP Opportunities Fund"). The general partner of RP Opportunities Fund has delegated all management authority 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 beneficial ownership thereof except to the extent of its pecuniary interest, if any, therein. (2) Percent of class is based on 14,156,584 shares of Issuer's common stock outstanding as of September 15, 2026, based on information provided by the Issuer to the Reporting Persons.
SCHEDULE 13D
|
| CUSIP No. | 98400V101 |
| 1 |
Name of reporting person
Avenue Capital Management II, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
828,982.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA |
Comment for Type of Reporting Person:
(1) Avenue Capital Management II, L.P. is a registered investment adviser and is the manager ("Capital Management II") of Avenue Global Dislocation Opportunities Fund, L.P. ("Global Dislocation Fund") and Avenue Global Opportunities Master Fund, LP ("Global Opportunities Fund", and with RP Opportunities Fund, Global Dislocation Fund, the "Funds"). The general partner of each of Global Dislocation Fund and Global Opportunities Fund has delegated all management authority to Capital Management II and therefore, Capital Management II has sole voting and dispositive power over all securities of Issuer held by Global Dislocation Fund and Global Opportunities Fund, but disclaims beneficial ownership thereof except to the extent of its pecuniary interest, if any, therein. (2) Percent of class is based on 14,156,584 shares of Issuer's common stock outstanding as of September 15, 2026, based on information provided by the Issuer to the Reporting Persons.
SCHEDULE 13D
|
| CUSIP No. | 98400V101 |
| 1 |
Name of reporting person
Avenue RP Opportunities Fund GenPar, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
981,807.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
(1) Avenue RP Opportunities Fund GenPar, LLC ("RP Opportunities GP") is the general partner of RP Opportunities Fund. RP Opportunities has delegated voting and dispositive power over securities held by RP Opportunities Fund to Europe International Manager and disclaims beneficial ownership of securities held by RP Opportunities Fund, except to the extent of its pecuniary interest, if any, therein. (2) Percent of class is based on 14,156,584 shares of Issuer's common stock outstanding as of September 15, 2026, based on information provided by the Issuer to the Reporting Persons.
SCHEDULE 13D
|
| CUSIP No. | 98400V101 |
| 1 |
Name of reporting person
Avenue Global Dislocation Opportunities GenPar, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
610,498.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
(1) Avenue Global Dislocation Opportunities GenPar, LLC ("Dislocation Opportunities GP") is the general partner of Global Dislocation Fund. Dislocation Opportunities GP has delegated voting and dispositive power over securities held by Global Dislocation Fund to Capital Management II and disclaims beneficial ownership of securities held by Global Dislocation Fund, except to the extent of its pecuniary interest, if any, therein. (2) Percent of class is based on 14,156,584 shares of Issuer's common stock outstanding as of September 15, 2026, based on information provided by the Issuer to the Reporting Persons.
SCHEDULE 13D
|
| CUSIP No. | 98400V101 |
| 1 |
Name of reporting person
Avenue Global Opportunities GenPar Holdings Ltd | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED ARAB EMIRATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
218,484.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
(1) Avenue Global Opportunities GenPar Holdings Ltd ("Global Opportunities GP") is the general partner of Global Opportunities Fund. Global Opportunities GP has delegated voting and dispositive power over securities held by Global Opportunities Fund to Capital Management II and disclaims beneficial ownership of securities held by Global Opportunities Fund, except to the extent of its pecuniary interest, if any, therein. (2) Percent of class is based on 14,156,584 shares of Issuer's common stock outstanding as of September 15, 2026, based on information provided by the Issuer to the Reporting Persons.
SCHEDULE 13D
|
| CUSIP No. | 98400V101 |
| 1 |
Name of reporting person
GL RP Partners, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
981,807.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
(1) GL RP Partners, LLC ("RP Partners") is the managing member of RP Opportunities GP. RP Partners has no voting or dispositive power over securities held by RP Opportunities Fund and disclaims beneficial ownership of securities held by RP Opportunities Fund, except to the extent of its pecuniary interest, if any, therein. (2) Percent of class is based on 14,156,584 shares of Issuer's common stock outstanding as of September 15, 2026, based on information provided by the Issuer to the Reporting Persons.
SCHEDULE 13D
|
| CUSIP No. | 98400V101 |
| 1 |
Name of reporting person
GL Global Dislocation Opportunities Partners, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
610,498.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
(1) GL Global Dislocation Opportunities Partners, LLC ("Dislocation Opportunities Partners") is the managing member of Dislocation Opportunities GP. Dislocation Opportunities Partners has no voting or dispositive power over securities held by Global Dislocation Fund and disclaims beneficial ownership of securities held by Global Dislocation Fund, except to the extent of its pecuniary interest, if any, therein. (2) Percent of class is based on 14,156,584 shares of Issuer's common stock outstanding as of September 15, 2026, based on information provided by the Issuer to the Reporting Persons.
SCHEDULE 13D
|
| CUSIP No. | 98400V101 |
| 1 |
Name of reporting person
Avenue Global Opportunities GenPar, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
218,484.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
(1) Avenue Global Opportunities GenPar, LLC ("Opportunities GenPar") is the sole shareholder of Global Opportunities GP. Opportunities GenPar has no voting or dispositive power over securities held by Global Opportunities Fund and disclaims beneficial ownership of securities held by Global Opportunities Fund, except to the extent of its pecuniary interest, if any, therein. (2) Percent of class is based on 14,156,584 shares of Issuer's common stock outstanding as of September 15, 2026, based on information provided by the Issuer to the Reporting Persons.
SCHEDULE 13D
|
| CUSIP No. | 98400V101 |
| 1 |
Name of reporting person
Marc Lasry | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,810,789.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
12.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(1) Marc Lasry is the beneficial owner of RP Partners, Dislocation Opportunities Partners, and Global Opportunities GP. Mr. Lasry disclaims beneficial ownership of securities held by the Funds, except to the extent of his pecuniary interest, if any, therein. (2) Percent of class is based on 14,156,584 shares of Issuer's common stock outstanding as of September 15, 2026, based on information provided by the Issuer to the Reporting Persons.
SCHEDULE 13D
|
| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, par value $0.0001 per share |
| (b) | Name of Issuer:
XBP Global Holdings, Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
Andrew Schinder, 11 West 42nd Street, 9th Floor, New York,
NEW YORK
, 10036. |
| Item 4. | Purpose of Transaction |
Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following thereto: The Private Placement On September 11, 2026, the Issuer entered into securities purchase agreements (each, a "Purchase Agreement") with certain accredited investors (the "Purchasers"), for the sale by the Issuer in a private placement (the "Private Placement") of an aggregate of 2,275,245 shares (the "Shares") of the Issuer's Common Stock, at a weighted purchase price of approximately $2.66 per Share, for aggregate gross proceeds to the Issuer of approximately $6.05 million. Avenue RP Opportunities Fund, L.P., Avenue Global Dislocation Opportunities Fund, L.P. and Avenue Global Opportunities Master Fund LP, each a fund managed by investment advisers affiliated with Avenue Capital Group ("Avenue") participated as a Purchaser in the Private Placement, purchasing 600,000 shares of Common Stock in the aggregate. Mr. Randal Klein, a member of the Board, is a portfolio manager at Avenue. All purchases made by Avenue were made at a per share price of $2.83, which is the consolidated closing bid price of the Common Stock immediately preceding entry into the Private Placement, and the remainder of the Shares were purchased at a per share price of $2.55. The closing of the Private Placement occurred on September 15, 2026. The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by the full text of the Purchase Agreement, a copy of which is included as Exhibit 99.4 to this Amendment, and is incorporated by reference herein. On September 11, 2026, in connection with the Purchase Agreement, the Issuer entered into Registration Rights Agreements with the Purchasers (each, a "Registration Rights Agreement"). The Registration Rights Agreement provides, among other things, that the Issuer will file with the SEC a registration st
atement registering the resale of the Shares no later than September 22, 2026. The Issuer agreed to use commercially reasonable efforts to have such registration statement declared effective as soon as practicable after the filing thereof. The foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by the full text of the Registration Rights Agreement, a copy of which is included as Exhibit 99.5 to this Amendment, and is incorporated by reference herein. | |
| Item 7. | Material to be Filed as Exhibits. |
Item 7 of the Schedule 13D is hereby amended and supplemented by adding the following thereto: Exhibit 99.4: Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Issuer on September 14, 2026). Exhibit 99.5: Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by the Issuer on September 14, 2026). |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Comments accompanying signature:
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 SEC as an exhibit to a Schedule 13G filed by Mr. Lasry and certain other reporting persons on October 3, 2024. |