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Form 3: Avenue-Affiliated Funds Report Large XBP Stakes and Adviser Control

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
3

Rhea-AI Filing Summary

Avenue-affiliated funds disclosed significant ownership in XBP Global Holdings (XBP). Multiple Avenue entities report beneficial ownership of common stock: 6,564,883 shares, 4,082,116 shares and 1,460,908 shares across three funds. The filings state registered advisers have sole voting and dispositive power for those funds, while certain entities and Marc Lasry disclaim beneficial ownership except for any pecuniary interest.

Positive

  • Detailed disclosure of large common stock positions: 6,564,883, 4,082,116, and 1,460,908 shares
  • Clear identification of entity structure and which registered advisers have sole voting and dispositive power

Negative

  • Reporting parties disclaim beneficial ownership except for any pecuniary interest, which limits clarity on actual economic exposure
  • Founder Marc Lasry disclaims voting and dispositive power over the funds' holdings, reducing a single identifiable controller

Insights

TL;DR: Large institutional positions disclosed; voting and dispositive power held by registered advisers, not the named founder.

The Form 3 documents initial beneficial ownership by multiple Avenue-related entities totaling several million shares across three funds. The filing distinguishes legal ownership structure from practical control: registered investment advisers are stated to have sole voting and dispositive power for the funds' XBP shares, and managing entities disclaim beneficial ownership except for any pecuniary interest. For investors, this clarifies who can direct voting and disposition of these stakes.

TL;DR: Governance disclosure is detailed; control rests with advisers, and the founder disclaims voting rights over the reported holdings.

The submission provides layered entity disclosure: general partners, managing members, and delegated managers are identified, with explicit disclaimers of beneficial ownership by GP/partners and by Marc Lasry regarding voting/dispositive control. This is a standard structure for pooled investment vehicles and clarifies potential conflicts and voting authority relevant to shareholder governance.

Insider Avenue Global Dislocation Opportunities GenPar, LLC, GL RP Partners, LLC, Avenue RP Opportunities Fund GenPar, LLC, GL Global Dislocation Opportunities Partners, LLC, Avenue Global Opportunities GenPar Holdings Ltd, Avenue Global Opportunities GenPar, LLC
Role 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner
Type Security Shares Price Value
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 12,107,907 shares (Indirect, See footnotes)
Footnotes (5)
  1. F1. 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. F2. 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, 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,
  3. F3. (Continued from footnote 2) 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. F4. 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. F5. 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.

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FAQ

What did the Form 3 for XBP (XBPEW) disclose?
The Form 3 disclosed initial beneficial ownership by Avenue-affiliated entities of common stock totaling 6,564,883, 4,082,116, and 1,460,908 shares held by separate funds.

Who has voting and dispositive power over the disclosed XBP shares?
Registered investment advisers (Avenue Europe International Manager and Avenue Capital Management II) are stated to have sole voting and dispositive power over the shares held by the funds.

Does Marc Lasry control the voting of these shares?
The filing states that Marc Lasry does not have voting or dispositive power over the securities held by the funds and disclaims beneficial ownership except for any pecuniary interest.

Which Avenue entities filed the Form 3?
Filers include Avenue Global Dislocation Opportunities GenPar, LLC, GL RP Partners, LLC, Avenue RP Opportunities Fund GenPar, LLC, GL Global Dislocation Opportunities Partners, LLC, Avenue Global Opportunities GenPar Holdings Ltd, and Avenue Global Opportunities GenPar, LLC.

Are any derivative securities reported on this Form 3?
No derivative securities are listed in Table II; only non-derivative common stock holdings are reported.
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
OMB APPROVAL
OMB Number: 3235-0104
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person*
Avenue Global Dislocation Opportunities GenPar, LLC
(Last) (First) (Middle)
C/O AVENUE CAPITAL GROUP,
11 WEST 42ND STREET, 9TH FLOOR
(Street)
NEW YORK NY 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)
Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
Avenue Global Dislocation Opportunities GenPar, LLC
(Last) (First) (Middle)
C/O AVENUE CAPITAL GROUP,
11 WEST 42ND STREET, 9TH FLOOR
(Street)
NEW YORK NY 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*
GL RP Partners, LLC
(Last) (First) (Middle)
C/O AVENUE CAPITAL GROUP,
11 WEST 42ND STREET, 9TH FLOOR
(Street)
NEW YORK NY 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 GenPar, LLC
(Last) (First) (Middle)
C/O AVENUE CAPITAL GROUP,
11 WEST 42ND STREET, 9TH FLOOR
(Street)
NEW YORK NY 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*
GL Global Dislocation Opportunities Partners, LLC
(Last) (First) (Middle)
C/O AVENUE CAPITAL GROUP,
11 WEST 42ND STREET, 9TH FLOOR
(Street)
NEW YORK NY 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 GenPar Holdings Ltd
(Last) (First) (Middle)
C/O AVENUE CAPITAL GROUP,
11 WEST 42ND STREET, 9TH FLOOR
(Street)
NEW YORK NY 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 GenPar, LLC
(Last) (First) (Middle)
C/O AVENUE CAPITAL GROUP,
11 WEST 42ND STREET, 9TH FLOOR
(Street)
NEW YORK NY 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, 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,
3. (Continued from footnote 2) 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.
Avenue Global Dislocation Opportunities GenPar, LLC, By: GL Global Dislocation Opportunities Partners, LLC, its Managing Member, By: /s/ Andrew Schinder, Name: Andrew Schinder, Title: Attorney-in-Fact for Marc Lasry, Member 09/22/2025
Avenue RP Opportunities Fund GenPar, LLC, By: GL RP Partners LLC, its Managing Member, By: /s/ Andrew Schinder, Name: Andrew Schinder, Title: Attorney-in-Fact for Marc Lasry, Member 09/22/2025
GL RP Partners, LLC, By: /s/ Andrew Schinder, Name: Andrew Schinder, Title: Attorney-in-Fact for Marc Lasry, Member 09/22/2025
GL Global Dislocation Opportunities Partners, LLC, By: /s/ Andrew Schinder, Name: Andrew Schinder, Title: Attorney-in-Fact for Marc Lasry, Member 09/22/2025
Avenue Global Opportunities GenPar Holdings Ltd, By: /s/ Andrew Schinder, Name: Andrew Schinder, Title: Attorney-in-Fact for Marc Lasry, Member 09/22/2025
Avenue Global Opportunities GenPar, LLC, By: /s/ Andrew Schinder, Name: Andrew Schinder, Title: Attorney-in-Fact for Marc Lasry, Member 09/22/2025
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR