23.  GPB Capital was formed in March 2013 by David Gentile.   25.  GPB Capital claims to have invested, through its funds, in automotive dealerships  and waste management companies, among other businesses.    26.  GPB Capital investments, including in GPB Holdings II and GPB Automotive,  are illiquid, high-commission and high-fee products.  B.  The Controlling Limited Partnership Agreements   27.  Plaintiff Wade’s investment in GPB Holdings II is subject to an Amended  Confidential Private Placement Memorandum for Class A Limited Partnership Units, dated  March 7, 2016 (“Holdings II PPM”).  The Holdings II PPM incorporates an Amended and  Restated Agreement of Limited Partnership of GPB Holdings II, LP (“Holdings II LPA”).    28.  The Holdings II LPA defines the General Partner as GPB Capital.     29.  The Holdings II LPA defines the Fiscal Year as the calendar year.   30.  Section 6.5 of the Holdings II LPA provides, in relevant part, that “[w]ithin 120  days after the end of each Fiscal Year, the General Partner will cause to be furnished to the  Limited Partners a financial report for such Fiscal Year that includes the audited Financial  Statements for such Fiscal year . . . .”   31.  Plaintiff Loch’s investment in GPB Automotive is also subject to a private  placement memorandum (“Automotive PPM”) which incorporates a limited partnership  agreement (“Automotive LPA”).    32.  The Automotive LPA defines the General Partner as GPB Capital.     33.  The Automotive LPA defines the Fiscal Year as the calendar year.   35.  Under the Holdings II LPA, Defendants were obligated to furnish Wade an  audited 2017 financial statement regarding GPB Holdings II by April 30, 2018.  Defendants have  not at any time furnished Wade an audited 2017 financial statement regarding GPB Holdings II.   36.  Under the Holdings II LPA, Defendants were obligated to furnish Wade an  audited 2018 financial statement regarding GPB Holdings II by April 30, 2019.  Defendants have  not at any time furnished Wade an audited 2018 financial statement regarding GPB Holdings II.   37.  Under the Automotive LPA, Defendants were obligated to furnish Loch an  audited 2017 financial statement regarding GPB Automotive by April 30, 2018.  Defendants  have not at any time furnished Loch an audited 2017 financial statement regarding GPB  Automotive.   38.  Under the Automotive LPA, Defendants were obligated to furnish Loch an  audited 2018 financial statement regarding GPB Automotive by April 30, 2019.  Defendants  have not at any time furnished Loch an audited 2018 financial statement regarding GPB  Automotive.  D.  Defendants’ Improper Conduct and Responses by Governmental and Other  Entities   39.  Defendants’ failure to fully and timely disclose the Funds’ financial condition has  to date impaired Plaintiffs’ ability to know the true facts required to assess the status of and take  actions required to protect their investments.   41.  Defendants have not registered their GPB investment offerings with the SEC.   Through April 2017, Defendants marketed and sold GPB private placement securities without  the need to register these offerings, as permitted under Regulation D of the Securities Act of  1933, 17 C.F.R. § 230.500 et seq.   42.  As of May 2017, each of the two Funds had more than 2,000 limited partners and  assets in excess of $10 million.  As a result, Regulation 12g-1 under the Securities Exchange Act  of 1934 required each Fund to register its securities with the SEC and to file an audited financial  statement by April 30, 2018.   43.  GPB Capital acknowledged these obligations but, as to both Funds, missed its  deadline to file the registration statements and audited financial statements required under the  Act.  GPB Capital still has not filed any registration or financial statement with the SEC.   44.  Plaintiffs are investigating reports that GPB Capital has been unable to provide  audited financial statements to the SEC and investors because its auditors refused to provide a  clean audit opinion in view of undisclosed related-party transactions and other irregularities  reflected in GPB Capital’s books and records.   45.  In November 2018, GPB Capital’s accountant, Crowe LLP, resigned purportedly  based on its determination that its internal risk-tolerance parameters were exceeded by the  activity reflected in GPB Capital’s books and records.   47.  On March 4, 2019, GPB Capital confirmed in a letter to investors that it was  raided by law enforcement and has been under regulatory scrutiny since the summer of 2018.   Similarly, a GPB Capital spokesman wrote in an email that “we have been cooperating with  inquiries from various authorities and the visit on February 28, 2019 from the FBI and the New  York City Business Integrity Commission, while unscheduled, was a part of that process.”   48.  In June 2019 Fidelity Investments gave its broker-dealer clients a 90-day deadline  to remove GPB Capital-issued private placements from the Fidelity platform.   49.  Additionally, reports have surfaced that the SEC and FINRA are investigating  Defendants’ conduct and operations.   50.  Through their counsel, Plaintiffs are investigating the allegations against  Defendants, as they call into question the accuracy and completeness of the disclosures made by  Defendants and their selling agents relating to investments in the Funds.  Plaintiffs intend to  amend this complaint or bring independent legal action against Defendants and their agents if  Defendants do not provide full, complete and satisfactory financial reports.    VI.  51.  Plaintiffs bring this action pursuant to Rule 23(a), (b)(1), (b)(2), and (b)(3) of the  Federal Rules of Civil Procedure.    52.  The class is initially defined as investors who purchased equity shares in GPB  Holdings II, LP or GPB Automotive Portfolio, LP, and who did not (i) sell all of their shares  before May 1, 2018 without repurchasing shares thereafter, or (ii) purchase and sell all of their  shares between May 1, 2018 and May 1, 2019 without repurchasing shares thereafter.    54.  The Class members are so numerous that joinder is impracticable.  Members of  the Class are widely dispersed throughout the country.  The Class includes many hundreds of  investors.   55.  Plaintiffs’ claims are typical of the claims of all Class members.  Plaintiffs, like  all Class members, purchased equity shares in GPB Holdings II, LP or GPB Automotive  Portfolio, LP.  Plaintiffs and all Class member held the same contractual rights and were subject  to the same material breaches.   56.  Plaintiffs will fairly and adequately protect and represent the interests of the  Class.  Plaintiffs’ interests are coincident with, and not antagonistic to, those of the Class.     57.  Plaintiffs are represented by counsel who are experienced and competent in the  prosecution of investor fraud litigation, and who will adequately represent the Class.   58.  Questions of law and fact common to the Class members predominate over any  questions that may affect only individual Class members, because Defendants have acted on  grounds generally applicable to the entire Class.   60.  Class treatment is a superior method for the fair and efficient adjudication of the  controversy, because, among other things, class treatment will permit a large number of similarly  situated persons to prosecute their common claims in a single forum simultaneously, efficiently,  and without the unnecessary duplication of evidence, effort, and expense that numerous  individual actions would engender.  The benefits of proceeding through the class mechanism,  including providing injured persons and entities with a means of obtaining redress on claims that  might not be practicable to pursue individually, substantially outweigh any difficulties that may  arise in the management of this class action.   62.  Plaintiffs know of no difficulty to be encountered in the management of this  action that would preclude its maintenance as a class action.  A.  Defendants’ Investment Business  