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): ~~January~~December 193, 2024

GPB Holdings II, LP

(Exact name of registrant as specified in its charter)

Delaware		000-56442		47-3870808
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

c/o Highline Management, Inc. 33 East 33rd Street, Suite 807 New York, NY		10016
c/o Highline Management, Inc.
55 Old Field Point Road, Suite 1 East Greenwich, CT		06830
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code (877) 489-8484

Not Applicable

(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:

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
None		None		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).

x Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 21.0103 ~~Completion~~Bankruptcy ~~of Acquisition~~ or ~~Disposition of Assets~~Receivership.

On ~~January~~December 198, ~~2024~~2023, ~~HPI~~the ~~Holdings~~U.S. ~~LLC,~~District aCourt ~~Delaware~~for the Eastern District ~~limited~~of ~~liability~~New ~~company~~York (the “~~Seller~~Court”), ~~and~~entered ~~HPI~~an ~~Holdco~~order ~~LLC, a Delaware limited liability company~~ (the “~~HPI~~Receivership ~~Holdco~~Order”), ~~which~~ ~~are~~in ~~directly~~response orto ~~indirectly~~a ~~majority~~motion ~~owned~~ filed by ~~GPB~~the ~~Holdings~~U.S. ~~II,~~Securities ~~LP,~~and aExchange ~~Delaware limited partnership (the “Partnership”)~~Commission, ~~completed~~ ~~the~~appointing ~~sale~~Joseph ofT. ~~all~~Gardemal ofIII as the ~~issued~~receiver ~~and~~(“Receiver”) ~~outstanding~~over GPB ~~equity~~Capital ~~interests~~Holdings, ofLLC ~~HPI~~(“GPB”), ~~Holdco~~GPB tomanaged ~~Lotus~~partnerships ~~HPI~~(including ~~Buyer,~~GPB ~~Inc.~~Holdings II, aLP ~~Delaware corporation~~ (the “~~Purchaser~~Partnership”).), ~~The~~and ~~transaction~~certain ~~(the~~GPB ~~“Transaction”)~~affiliated ~~was~~entities, ~~pursuant~~including toHighline aManagement, ~~Membership~~Inc. ~~Interest Purchase Agreement~~ (collectively, the “~~Purchase~~Receivership ~~Agreement~~Entities”). Mr. Gardemal previously ~~announced~~served byas the ~~Partnership in a Current Report on Form 8~~Court-Kappointed ~~filed~~monitor onin ~~December~~this ~~21, 2023~~matter.

AtImplementation ~~the closing~~ of the ~~Transaction,~~receivership ~~Purchaser paid Seller $190 million in cash~~ (the “~~Purchase Price~~Receivership”), and ~~less~~Receivership ~~applicable~~Order ~~adjustments,~~was ~~escrows~~stayed ~~and~~by ~~holdbacks.~~order Inof ~~addition, pursuant to~~ the ~~Purchase~~Court ~~Agreement,~~while atcertain ~~the closing~~ of the ~~Transaction,~~defendants ~~approximately~~in ~~$13.4 million of~~ the ~~Purchase~~case ~~Price~~that ~~was~~led ~~deposited~~to bythe ~~Seller~~Receivership being ~~into~~created ~~escrow~~appealed asthe aReceivership ~~contingent~~Order. ~~reserve~~However, toon beDecember ~~used~~3, ~~if necessary~~2024, tothe ~~satisfy~~U.S ~~any~~Court ~~potential contingent earn-out payments arising out~~ of aAppeals ~~previously completed~~for ~~transaction, with~~ the ~~remainder~~Second ~~thereof~~Circuit ~~(after~~affirmed the ~~determination~~Court’s Receivership ofOrder ~~any~~and ~~such~~lifted ~~contingent~~the ~~payments)~~stay, toand bethe ~~released~~Receivership totook ~~Seller~~effect.

InPursuant ~~connection~~to ~~with~~ the ~~closing~~Receivership ~~of the Transaction~~Order, ~~the~~ ~~Purchaser acquired, among other things,~~ the ~~Partnership’s~~Court ~~interest~~has intaken ~~HealthPrime~~exclusive ~~International, LLC, a company that provides~~jurisdiction ~~revenue cycle management~~ and ~~data/analytics~~possession ~~based practice management tools for small to large independent medical groups across the U.S. and was a substantial part~~ of ~~the~~all ~~Partnership’s~~assets ~~Technology-Enabled Services business segment. Following the execution~~ of ~~the Purchase agreement, the Board of Directors of~~ Highline Management ~~(the "Board") commenced a plan to liquidate the Partnership's remaining net assets and wind up the Partnership~~Inc. ~~The Board concluded that it was appropriate to adopt liquidation accounting in accordance with U.S. GAAP for financial reporting purposes using a~~ (“~~convenience date~~Highline” ~~of December 31~~), 2023. The sale of HPI Holdco represents a strategic shift that has a major effect on the Technology-Enabled Services business segment and this segment will be reported as discontinued operations as of December 31GPB, ~~2023~~ and ~~for~~certain ~~all~~other ~~periods~~Receivership ~~presented. As a result~~Entities, ~~all prior reportable periods would discontinue the segment.~~ ~~Consequently,~~and the ~~financial~~Court ~~information disclosures normally required in a Current Report on Form 8-K with respect to pro forma financial information~~ has ~~been~~appointed ~~excluded~~Mr. onGardemal ~~the basis that such pro forma information would not provide meaningful benefit~~ to ~~the~~serve ~~reader or~~as ~~additional~~Receiver ~~insight~~for ~~into~~ the ~~transaction.~~receivership ~~Principally,~~estate ~~the liquidation basis~~ of ~~accounting~~Highline, ~~requires assets to be measured at their estimated net realizable value or liquidation value~~GPB, ~~which~~and ~~represents~~ the ~~amount of their estimated cash proceeds or~~ other ~~consideration from liquidation,~~Receivership ~~and liabilities as they would have been recognized under the going concern basis as adjusted for the timing assumptions related to the liquidation process~~Entities.

~~The~~Under ~~foregoing~~the ~~description~~Receivership ofOrder, the ~~Transaction~~Receiver ishas all powers, authorities, ~~only~~rights, aand ~~summary~~privileges heretofore possessed by Highline, GPB, and isthe ~~qualified~~other inReceivership ~~its~~Entities, ~~entirety~~and by ~~reference~~any toofficers, ~~the~~directors, ~~complete~~managers, managing ~~text~~members, and general and limited partners of Highline, GPB, and the ~~Purchase~~other ~~Agreement~~Receivership Entities, aunder ~~copy~~applicable state and federal law and/or by the governing charters, by-laws, articles, and/or agreements, in addition to all powers and authority of ~~which~~a isreceiver ~~filed~~at equity asand ~~Exhibit~~all 2powers conferred upon a receiver by 28 U.1S.C. §§ 754, 959, and ~~incorporated~~1692 ~~herein~~and by ~~reference~~Federal Rule of Civil Procedure 66. Further, the Receivership Order suspends all powers of any and all officer, directors, managers managing members, general and limited partners, employees, investment advisers, accountants, attorneys and other agents and advisers of the Receivership Entities, except to the extent as may thereafter be granted by the Receiver.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

OnThe ~~January 19, 2024, Joseph LaPorta notified the~~disclosure ~~Partnership~~set offorth ~~his~~above ~~decision~~under toItem ~~resign effective immediately from the Board which oversees the management related to the Partnership’s affairs~~1.03 ~~For~~is ~~more~~incorporated ~~information~~in ~~regarding~~this ~~the governance of the Partnership see~~ Item ~~10 of the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2022 filed with the Securities and Exchange Commission on March 31, 2023~~5.02.

~~Mr.~~In ~~LaPorta’s~~connection with ~~decision~~the toimplementation ~~resign~~of ~~was not~~ the ~~result~~Receivership Order, each of ~~any~~Walter ~~disagreement~~Bishop ~~relating~~and toJane ~~the~~Kanter ~~Partnership’s~~ceased ~~operations,~~to ~~policies~~serve ~~and~~as ~~practices~~directors of Highline.

~~Item 9.01. Financial Statements and Exhibits~~SIGNATURE

~~(d)~~Pursuant ~~Exhibits~~to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit Number		Description
	GPB Holdings II, LP
2.1*		Membership Interest Purchase Agreement, dated as of December 15, 2023, by and among Seller, HPI Holdco and Purchaser
Date: December 5, 2024	By:	/s/ Robert Chmiel
104		Cover Page Interactive Data File (formatted in Inline XBRL).
	Name:	Robert Chmiel
	Title:	Chief Executive Officer

*The schedules to the Purchase Agreement have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K. Registrant will furnish copies of such schedules to the Securities and Exchange Commission upon request.

SIGNATURE

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

	GPB Holdings II, LP
Date: January 25, 2024	By:	/s/ Robert Chmiel
	Name:	Robert Chmiel
	Title:	Chief Executive Officer

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