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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Checkbox not checked   Rule 13d-1(b)
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X0202 SCHEDULE 13D/A 0000950170-25-103409 0001774621 XXXXXXXX LIVE 1 Common Stock, par value $0.0001 per share 09/15/2026 0001839530 98400V101 XBP Global Holdings, Inc. Andrew Schinder 11 West 42nd Street, 9th Floor New York NY 10036 Andrew Schinder (212) 878-3520 11 West 42nd Street, 9th Floor New York NY 10036 0001774621 N Avenue RP Opportunities Fund, L.P. OO E9 0.00 0.00 0.00 0.00 981807 6.9 PN (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. Y Avenue Global Dislocation Opportunities Fund, L.P. OO E9 0.00 0.00 0.00 0.00 610498 4.3 PN (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. Y Avenue Global Opportunities Master Fund LP OO C0 0.00 0.00 0.00 0.00 218484 1.5 PN (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. Y Avenue Europe International Management, L.P. OO DE 981807 0.00 981807 0.00 981807 6.9 IA (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. Y Avenue Capital Management II, L.P. OO DE 828982 0.00 828982 0.00 828982 5.9 IA (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. Y Avenue RP Opportunities Fund GenPar, LLC OO DE 0.00 0.00 0.00 0.00 981807 6.9 OO (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. Y Avenue Global Dislocation Opportunities GenPar, LLC OO DE 0.00 0.00 0.00 0.00 610498 4.3 OO (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. Y Avenue Global Opportunities GenPar Holdings Ltd OO C0 0.00 0.00 0.00 0.00 218484 1.5 OO (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. Y GL RP Partners, LLC OO DE 0.00 0.00 0.00 0.00 981807 6.9 OO (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. Y GL Global Dislocation Opportunities Partners, LLC OO DE 0.00 0.00 0.00 0.00 610498 4.3 OO (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. Y Avenue Global Opportunities GenPar, LLC OO DE 0.00 0.00 0.00 0.00 218484 1.5 OO (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. Y Marc Lasry OO X1 0.00 0.00 0.00 0.00 1810789 12.8 IN (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. Common Stock, par value $0.0001 per share XBP Global Holdings, Inc. Andrew Schinder 11 West 42nd Street, 9th Floor New York NY 10036 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 statement 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 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). Avenue RP Opportunities Fund, L.P. /s/ Andrew Schinder Andrew Schinder POA for Marc Lasry, Member, GL RP Partners, LLC, Managing Member, Avenue RP Opportunities Fund GenPar, LLC, General Partner 09/17/2026 Avenue Global Dislocation Opportunities Fund, L.P. /s/ Andrew Schinder Andrew Schinder POA for Marc Lasry, Member, Dislocation Opportunities Partners, Managing Member, Dislocation Opportunities GP, General Partner 09/17/2026 Avenue Global Opportunities Master Fund LP /s/ Andrew Schinder Andrew Schinder POA for Marc Lasry, Member, Avenue Global Opportunities GenPar Holdings Ltd, General Partner 09/17/2026 Avenue Europe International Management, L.P. /s/ Andrew Schinder Andrew Schinder POA for Marc Lasry, Member, Avenue Europe International Management GenPar, LLC, General Partner 09/17/2026 Avenue Capital Management II, L.P. /s/ Andrew Schinder Andrew Schinder POA for Marc Lasry, Member, Avenue Capital Management II GenPar, LLC, General Partner 09/17/2026 Avenue RP Opportunities Fund GenPar, LLC /s/ Andrew Schinder Andrew Schinder POA for Marc Lasry, Member, GL RP Partners LLC, Managing Member 09/17/2026 Avenue Global Dislocation Opportunities GenPar, LLC /s/ Andrew Schinder Andrew Schinder POA for Marc Lasry, Member, GL Global Dislocation Opportunities Partners, LLC, Managing Member 09/17/2026 Avenue Global Opportunities GenPar Holdings Ltd /s/ Andrew Schinder Andrew Schinder POA for Marc Lasry, Member 09/17/2026 GL RP Partners, LLC /s/ Andrew Schinder Andrew Schinder POA for Marc Lasry, Member 09/17/2026 GL Global Dislocation Opportunities Partners, LLC /s/ Andrew Schinder Andrew Schinder POA for Marc Lasry, Member 09/17/2026 Avenue Global Opportunities GenPar, LLC /s/ Andrew Schinder Andrew Schinder POA for Marc Lasry, Member 09/17/2026 Marc Lasry /s/ Andrew Schinder Andrew Schinder POA for Marc Lasry 09/17/2026 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.