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 143, ~~2023~~2024

GPB Automotive Portfolio, LP

(Exact name of registrant as specified in its charter)

Delaware		000-56285		35-2484347
(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
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))

¨ 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).

¨ 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 81.0103 ~~Other~~Bankruptcy ~~Events~~or Receivership.

AsOn ~~previously disclosed, on~~ December 8, 2023, inthe ~~Securities and Exchange Commission v~~U.S. ~~GPB~~District ~~Capital~~Court ~~Holdings,~~for ~~LLC;~~the ~~Ascendant~~Eastern ~~Capital,~~District of ~~LLC;~~New ~~Ascendant~~York ~~Alternative~~(the ~~Strategies,~~“Court”) ~~LLC;~~entered ~~David~~an ~~Gentile;~~order ~~Jeffrey Schneider; and Jeffrey Lash~~ (the “~~SEC~~Receivership ~~Action~~Order”), ~~the~~in ~~United~~response ~~States~~to ~~District~~a ~~Court~~motion filed ~~for~~by the ~~Eastern~~U.S. ~~District~~Securities ofand ~~New~~Exchange ~~York (the~~Commission, ~~“EDNY~~appointing ~~Court”) entered an order that (i)~~ Joseph T. Gardemal III’s ~~role~~ as ~~independent~~the ~~monitor~~receiver (“Receiver”) over GPB Capital Holdings, LLC (“GPB CH”), ~~be converted to a receivership over~~ GPB CHmanaged ~~and~~partnerships ~~related entities~~ (~~the “Receivership Entities”),~~ including GPB Automotive Portfolio, LP, ~~and~~ (iithe “Partnership”)), aand ~~litigation~~certain ~~injunction~~GPB beaffiliated ~~entered.~~entities, ~~Effective~~including ~~the~~Highline ~~same~~Management, Inc. ~~date~~(collectively, the ~~EDNY~~“Receivership ~~Court~~Entities”). ~~took~~Mr. ~~exclusive jurisdiction~~Gardemal ~~and~~previously ~~possession~~served ofas ~~all of~~ the ~~assets~~Court-appointed ofmonitor ~~the~~in this ~~Receivership Entities, together with all proceeds thereof~~matter.

OnImplementation ~~December~~of ~~14,~~the ~~2023,~~receivership (the ~~EDNY~~“Receivership”) and ~~Court~~Receivership ~~entered~~Order anwas stayed by order ~~granting~~of athe ~~temporary stay~~Court sowhile ~~that~~certain of the ~~parties~~defendants toin the ~~SEC~~case ~~Action~~that ~~may~~led ~~seek~~to athe ~~stay~~Receivership ~~pending~~being created ~~appeal~~appealed ~~from~~ the ~~Second~~Receivership ~~Circuit~~Order. ~~The~~However, ~~EDNY~~on ~~Court~~December ~~further~~3, ~~ordered~~2024, ~~that~~ the ~~parties~~U.S ~~must~~Court ~~file~~of aAppeals ~~motion~~ for ~~a stay pending appeal before~~ the Second Circuit onaffirmed ~~or before December 21, 2023 in order for~~ the ~~temporary~~Court’s ~~stay~~Receivership toOrder ~~remain~~and inlifted ~~effect until~~ the ~~Second~~stay, ~~Circuit~~and ~~decides~~ the ~~stay~~Receivership ~~motion~~took effect.

Pursuant to the Receivership Order, the Court has taken exclusive jurisdiction and possession of all assets of Highline Management Inc. (“Highline”), GPB, and certain other Receivership Entities, and the Court has appointed Mr. Gardemal to serve as Receiver for the receivership estate of Highline, GPB, and the other Receivership Entities.

Under the Receivership Order, the Receiver has all powers, authorities, rights, and privileges heretofore possessed by Highline, GPB, and the other Receivership Entities, and by any officers, directors, managers, 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 5.02

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

The disclosure set forth above under Item 1.03 is incorporated in this Item 5.02.

In connection with the implementation of the Receivership Order, each of Walter Bishop and Jane Kanter ceased to serve as directors of Highline.

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 Automotive Portfolio, LP
Date: December 19, 2023	By:	/s/ Robert Chmiel
Date: December 5, 2024	By:	/s/ Robert Chmiel
	Name:	Robert Chmiel
	Title:	Chief Executive Officer

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