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): ~~December~~July 321, ~~2024~~2025

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.
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 18.0301 ~~Bankruptcy~~Other ~~or Receivership~~Events.

OnAs ~~December~~previously 8,disclosed ~~2023,~~in ~~the~~its ~~U.S.~~prior ~~District~~reports ~~Court~~filed ~~for~~with the ~~Eastern District~~Securities ofand ~~New~~Exchange ~~York~~Commission, ~~(the~~GPB ~~“Court”)~~Holdings ~~entered~~II, anLP ~~order~~ (the “~~Receivership Order~~Partnership”), inhas ~~response~~sold tosubstantially aall ~~motion~~of ~~filed by~~its ~~the~~assets ~~U.S. Securities~~ and ~~Exchange~~is ~~Commission,~~now ~~appointing~~in ~~Joseph T. Gardemal III as the receiver (“Receiver”) over~~receivership ~~GPB~~pursuant ~~Capital~~to ~~Holdings,~~an ~~LLC~~order ~~(“GPB”),~~of ~~GPB~~U.S. ~~managed~~District ~~partnerships~~Court ~~(including~~for ~~GPB Holdings II, LP (~~the ~~“Partnership”)),~~Eastern ~~and~~District ~~certain~~of ~~GPB~~New ~~affiliated~~York ~~entities, including Highline Management, Inc.~~ (~~collectively,~~ the “~~Receivership~~EDNY ~~Entities~~Court”). ~~Mr. Gardemal previously served as the Court-appointed monitor in this matter.~~

~~Implementation~~In ofaccordance with the ~~receivership~~Securities and Exchange Commission’s Securities Exchange Act Release No. 9660 (~~the~~June ~~“Receivership”~~30, 1972) and ~~Receivership~~Staff ~~Order~~Legal ~~was~~Bulletin ~~stayed~~2 by(April ~~order~~15, of1997), ~~the~~as ~~Court~~well ~~while~~as ~~certain~~related ofno-action ~~the~~letters ~~defendants~~ issued in connection therewith, the ~~case~~Partnership ~~that~~has ~~led~~adopted toa ~~the~~modified ~~Receivership~~reporting ~~being created~~approach ~~appealed~~beginning with the ~~Receivership~~fiscal ~~Order.~~quarter ~~However~~ended June 30, 2025, whereby in lieu of filing Annual Reports on ~~December~~Form 3,10-K ~~2024,~~and ~~the~~Quarterly ~~U.S~~Reports ~~Court~~on ofForm ~~Appeals~~10-Q ~~for~~with ~~the~~respect ~~Second~~to ~~Circuit~~applicable ~~affirmed~~annual ~~the~~or ~~Court’s~~quarterly ~~Receivership~~periods, ~~Order~~it ~~and~~is ~~lifted~~filing on Form 8-K the ~~stay,~~quarterly ~~and~~reports that it files with the ~~Receivership~~EDNY ~~took~~Court ~~effect~~in connection with the receivership process.

~~Pursuant~~On toJuly ~~the~~21, ~~Receivership Order~~2025, the ~~Court~~court-appointed ~~has~~Receiver ~~taken~~for ~~exclusive~~the ~~jurisdiction~~Partnership and ~~possession~~its ofaffiliated ~~all~~entities ~~assets~~filed ofa ~~Highline~~status ~~Management~~report ~~Inc.~~with ~~(“Highline”),~~respect ~~GPB,~~to ~~and~~the ~~certain~~quarterly ~~other~~period ~~Receivership~~ended ~~Entities~~June 30, ~~and~~ 2025 (the ~~Court~~“2025 ~~has~~Q2 ~~appointed Mr~~Status Report”). ~~Gardemal~~Accordingly, tothe ~~serve~~Partnership asis ~~Receiver~~filing ~~for~~such ~~the~~2025 ~~receivership~~Q2 ~~estate~~Status ofReport ~~Highline,~~herewith ~~GPB~~as Exhibit 99.1 hereto, ~~and~~which ~~the~~2025 ~~other~~Q2 ~~Receivership~~Status ~~Entities~~Report is incorporated herein by reference.

~~Under~~Additional ~~the~~Information ~~Receivership~~Regarding ~~Order,~~ the ~~Receiver has all powers, authorities, rights, and privileges heretofore possessed by Highline, GPB, and the other~~ Receivership ~~Entities,~~ and byRelated ~~any officers, directors, managers,~~Claims managing members, and general and limited partners of Highline, GPB, and the other Receivership Entities, under 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 a receiver at equity and all powers conferred upon a receiver by 28 U.S.C. §§ 754, 959, and 1692 and by 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~~Epiq 5Corporate Restructuring, LLC (“Epiq”) is the claims and noticing agent for the receivership (the “Claims Agent”).02 ~~Departure~~General information ofabout ~~Directors~~the orreceivership, ~~Certain~~including ~~Officers;~~access ~~Election~~to ofEDNY ~~Directors;~~Court ~~Appointment~~filings ofand ~~Certain~~orders ~~Officers;~~in ~~Compensatory~~the ~~Arrangements~~matter, ofcontinues ~~Certain~~to ~~Officers~~be available on the Claims Agent’s website: https://dm.epiq11.com/GPBCapital. In addition, investors may obtain information by contacting Epiq at GPBCapInfo@epiqglobal.com.

~~The~~Cautionary Note ~~disclosure set forth above under Item 1.03 is incorporated in this Item 5.02.~~Regarding Forward-Looking Statements

InThis ~~connection~~current report on Form 8-K and the 2025 Q2 Status Report filed ~~with~~as Exhibit 99.1 hereto may contain “forward-looking statements” within the ~~implementation~~meaning of the ~~Receivership~~Private ~~Order~~Securities Litigation Reform Act of 1995 that involve substantial risks and uncertainties. Forward looking statements generally are accompanied by words such as “will,” “intend,” ~~each~~“expect,” “seek,” “potential,” “estimate,” “assume,” “believe,” “could,” and the negative forms of ~~Walter~~these ~~Bishop~~words and ~~Jane~~similar ~~Kanter~~expressions ~~ceased~~that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, ~~serve~~statements regarding asthe ~~directors~~issuance of ~~Highline~~distributions, maintenance of cash reserves of the entities in receivership, and the status of the claims solicitation and resolution procedure for the Partnership’s investors and claimholders. Such forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by the Partnership, are inherently uncertain. Although the Partnership believes that the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements involve risks and uncertainties, and actual results may differ materially from any future results expressed or implied by such forward-looking statements. Any or all forward-looking statements the Partnership or the Receiver makes may turn out to be wrong and can be affected by inaccurate assumptions or by known or unknown risks, uncertainties, and other factors. Accordingly, you should not place undue reliance on such forward-looking statements, which speak only as of the date they were made.

Cautionary Statement Regarding Financial and Other Information Contained in 2025 Q2 Status Report

Investors are cautioned not to place undue reliance upon the financial and other information contained in the 2025 Q2 Status Report, which was not prepared for the purpose of providing the basis for any investment-related decision. The 2025 Q2 Status Report was prepared solely for purposes of complying with the reporting requirements applicable in the receivership matter being administered by the EDNY Court. The financial information contained in the 2025 Q2 Status Report is unaudited and limited in scope, and is not subject to certain procedures that would be applied to financial statements being reviewed by an outside auditor.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.		Description

99.1		Status Report for the Quarterly Period Ended June 30, 2025, filed with the U.S. District Court for the Eastern District of New York on July 21, 2025

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: December 5, 2024	By:	/s/ Robert Chmiel
Date: July 25, 2025	By:	/s/ Robert Chmiel
	Name:	Robert Chmiel
	Title:	Chief Executive Officer

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