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| CIK | 1839530 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to XBP Global Holdings, Inc.
SEC Filings (Chronological Order)
이 페이지는 다른 곳에서 제공하는 소유권 보고서를 제외한 SEC 보고서의 전체 리스트를 시간 순으로 정리한 것입니다.
| June 1, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 29, 2026 XBP Global Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40206 85-2002883 (State or other jurisdiction of incorporation or or |
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| May 15, 2026 |
FOURTH AMENDMENT TO CREDIT AND SECURITY AGREEMENT Exhibit 10.3 FOURTH AMENDMENT TO CREDIT AND SECURITY AGREEMENT This FOURTH AMENDMENT TO CREDIT AND SECURITY AGREEMENT (this “Amendment”), dated as of March 27, 2026, is entered into by and among XBP Americas, LLC (formerly known as Exela Technologies BPA, LLC) a Delaware limited liability company, (the “Borrower”), the guarantors party thereto (the “Guarantors”), MIDCAP FUNDING IV TRUST, a Delawar |
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| May 15, 2026 |
ACKNOWLEDGMENT AND FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT Exhibit 10.9 ACKNOWLEDGMENT AND FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT This ACKNOWLEDGMENT AND FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT (this “Amendment”), dated as of March 27, 2026, is entered into by and among XBP Americas, LLC (formerly known as Exela Technologies BPA, LLC,) a Delaware limited liability company (the “Borrower”), brf |
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| May 15, 2026 |
THIRD AMENDMENT TO FINANCING AGREEMENT Exhibit 10.6 THIRD AMENDMENT TO FINANCING AGREEMENT This THIRD AMENDMENT TO FINANCING AGREEMENT, dated as of March 27, 2026 (this “Amendment”), by and among XBP Americas, LLC, a Delaware limited liability company (f/k/a Exela Technologies BPA, LLC) (the “Lead Borrower” and “Administrative Borrower”) on behalf of the Borrowers (as defined below) and Ankura Trust Company, LLC, a New Hampshire limite |
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| May 15, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the period ended March 31, 2026 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40206 X |
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| May 14, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 14, 2026 XBP Global Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40206 85-2002883 (State or other jurisdiction of incorporation or or |
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| May 14, 2026 |
XBP Global Holdings, Inc. Reports First Quarter 2026 Financial Results May 14, 2026 IRVING, TX, May 14, 2026 (GLOBE NEWSWIRE) – XBP Global Holdings, Inc. (“XBP Global” or “the Company”) (NASDAQ: XBP), a multinational technology and services company orchestrating mission-critical systems that enable hyper- automation and digital transformation, today announced its financial results for the quarter |
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| April 29, 2026 |
2026 PROXY STATEMENT 2025 ANNUAL REPORT xbpglobal.comPROXY STATEMENT & MEETING NOTICE xbpglobal.comXBPGLOBALHOLDINGS,INC. NOTICEOFANNUALMEETINGOFSTOCKHOLDERSTO BEHELDMAY29,2026 TheAnnualMeetingof Stockholders(the“AnnualMeeting”)of XBPGlobalHoldings,Inc.(“XBP”or the“Company”)willbeconductedvirtuallyonMay29,2026at1:00p.m.(EasternTime),viaalivewebcastat www.virtualshareholdermeeting.com/XBP2026,forth |
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| April 29, 2026 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi |
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| March 31, 2026 |
FIRST AMENDMENT TO FINANCING AGREEMENT Exhibit 10.18 Execution Version FIRST AMENDMENT TO FINANCING AGREEMENT This FIRST AMENDMENT TO FINANCING AGREEMENT, dated as of January 21, 2026 (this “Amendment”), by and among XBP Americas, LLC, a Delaware limited liability company (f/k/a Exela Technologies BPA, LLC) (the “Lead Borrower” and “Administrative Borrower”) on behalf of the Borrowers (as defined below) and Ankura Trust Company, LLC, a |
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| March 31, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40 |
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| March 31, 2026 |
Exhibit 21.1 SUBSIDIARIES OF REGISTRANT Subsidiary Name Jurisdiction of Formation Asterion Belgium N.V. Belgium Asterion Denmark A/S Denmark Asterion DM Finland A.B. Finland Asterion International GmbH Germany BancTec (Canada), Inc. Ontario BancTec (Philippines), Inc. Philippines BancTec (Puerto Rico), Inc. Delaware BancTec B.V. Netherlands BancTec Europe Limited U.K. BancTec Group LLC Delaware Ba |
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| March 31, 2026 |
LIMITED WAIVER AND SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT Exhibit 10.22 Execution Version LIMITED WAIVER AND SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT This LIMITED WAIVER AND SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT (this “Amendment”), dated as of January 21, 2026, is entered into by and among XBP Americas, LLC (formerly known as Exela Technologies BPA, LLC,) a Delaware limited liability company |
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| March 31, 2026 |
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT Exhibit 10.21 Execution Version FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT This FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT (this “Amendment”), dated as of December 19, 2025, is entered into by and among XBP Americas, LLC (formerly known as Exela Technologies BPA, LLC,) a Delaware limited liability company, (the “Borrower”), the guarantors party |
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| March 31, 2026 |
LIMITED WAIVER AND SECOND AMENDMENT TO CREDIT AND SECURITY AGREEMENT Exhibit 10.15 Execution Version LIMITED WAIVER AND SECOND AMENDMENT TO CREDIT AND SECURITY AGREEMENT This LIMITED WAIVER AND SECOND AMENDMENT TO CREDIT AND SECURITY AGREEMENT (this “Amendment”), dated as of January 21, 2026, is entered into by and among XBP Americas, LLC (formerly known as Exela Technologies BPA, LLC,) a Delaware limited liability company, (the “Borrower”), the guarantors party th |
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| March 31, 2026 |
LIMITED WAIVER AND THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT Exhibit 10.23 Execution Version LIMITED WAIVER AND THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT This LIMITED WAIVER AND THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT (this “Amendment”), dated as of March 6, 2026, is entered into by and among XBP Americas, LLC (formerly known as Exela Technologies BPA, LLC,) a Delaware limited liability company (the |
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| March 31, 2026 |
LIMITED WAIVER AND THIRD AMENDMENT TO CREDIT AND SECURITY AGREEMENT Exhibit 10.16 Execution Version LIMITED WAIVER AND THIRD AMENDMENT TO CREDIT AND SECURITY AGREEMENT This LIMITED WAIVER AND THIRD AMENDMENT TO CREDIT AND SECURITY AGREEMENT (this “Amendment”), dated as of March 6, 2026, is entered into by and among XBP Americas, LLC (formerly known as Exela Technologies BPA, LLC) a Delaware limited liability company, (the “Borrower”), the guarantors party thereto |
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| March 31, 2026 |
FIRST AMENDMENT TO CREDIT AND SECURITY AGREEMENT Exhibit 10.14 Execution Version FIRST AMENDMENT TO CREDIT AND SECURITY AGREEMENT This FIRST AMENDMENT TO CREDIT AND SECURITY AGREEMENT (this “Amendment”), dated as of December 19, 2025, is entered into by and among XBP Americas, LLC (formerly known as Exela Technologies BPA, LLC,) a Delaware limited liability company, (the “Borrower”), the guarantors party thereto (the “Guarantors”), MIDCAP FUNDIN |
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| March 31, 2026 |
SECOND AMENDMENT TO FINANCING AGREEMENT Exhibit 10.19 Execution Version SECOND AMENDMENT TO FINANCING AGREEMENT This SECOND AMENDMENT TO FINANCING AGREEMENT, dated as of February 13, 2026 (this “Amendment”), by and among XBP Americas, LLC, a Delaware limited liability company (f/k/a Exela Technologies BPA, LLC) (the “Lead Borrower” and “Administrative Borrower”) on behalf of the Borrowers (as defined below), Exela Finance Inc., a Delawa |
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| March 31, 2026 |
Exhibit 4.6 DESCRIPTION OF SECURITIES XBP Global Holdings, Inc. (“we,” “our,” “us” or the “Company”) has two classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): common stock, par value $0.0001 per share (the “Common Stock”), and public warrants, every ten warrants exercisable for one share of Common Stock at an exercise price o |
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| March 30, 2026 |
As Reported Revenue (in $'000) Exhibit 99.1 XBP Global Holdings, Inc. Reports Fourth Quarter and Full Year 2025 Financial Results March 30, 2026 IRVING, TX, March 30, 2026 (GLOBE NEWSWIRE) – XBP Global Holdings, Inc. (“XBP Global” or “the Company”) (NASDAQ: XBP), a multinational technology and services company orchestrating mission-critical systems that enable hyper-automation and digital transformation, today announced its fin |
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| March 30, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 30, 2026 XBP Global Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40206 85-2002883 (State or other jurisdiction of incorporation or |
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| March 12, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 6, 2026 XBP Global Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40206 85-2002883 (State or other jurisdiction of incorporation or o |
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| January 6, 2026 |
XBP Global Holdings, Inc. Regains Compliance with Nasdaq Minimum Bid Price Requirement Exhibit 99.1 XBP Global Holdings, Inc. Regains Compliance with Nasdaq Minimum Bid Price Requirement Irving, Texas, January 6, 2026 – XBP Global Holdings, Inc. (“XBP Global” or “the Company”) (NASDAQ: XBP), a workflow automation leader that leverages decades of industry experience, a global footprint, and agentic AI to rethink business process automation and digital transformation, today announced |
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| January 6, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 6, 2026 XBP Global Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40206 85-2002883 (State or other jurisdiction of incorporation or |
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| December 12, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 12, 2025 XBP Global Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40206 85-2002883 (State or other jurisdiction of incorporation |
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| December 12, 2025 |
Exhibit 3.2 CERTIFICATE OF CORRECTION TO CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF XBP GLOBAL HOLDINGS, INC. Pursuant to Title 8, Section 103(f) of the General Corporation Law of the State of Delaware (the “DGCL”), XBP GLOBAL HOLDINGS, INC. (the “Corporation”), a Delaware corporation, DOES HEREBY CERTIFY: FIRST: A Certificate of Amendment to the Third Amended and Resta |
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| December 12, 2025 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF XBP GLOBAL HOLDINGS, INC. XBP Global Holdings, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies that: 1. The name of the Corporation is XBP Global Holdings, Inc. The original certificate of incorporation of the Corporation wa |
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| December 12, 2025 |
Exhibit 3.3 CERTIFICATE OF CORRECTION TO CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF XBP GLOBAL HOLDINGS, INC. Pursuant to Title 8, Section 103(f) of the General Corporation Law of the State of Delaware (the “DGCL”), XBP GLOBAL HOLDINGS, INC. (the “Corporation”), a Delaware corporation, DOES HEREBY CERTIFY: FIRST: A Certificate of Amendment to the Third Amended and Resta |
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| December 5, 2025 |
XBP Global Holdings, Inc. Announces 1-for-10 Reverse Stock Split Exhibit 99.1 XBP Global Holdings, Inc. Announces 1-for-10 Reverse Stock Split Irving, Texas, December 5, 2025 – XBP Global Holdings, Inc. (“XBP Global” or “the Company”) (NASDAQ: XBP), a global leader in workflow automation and digital transformation, today announced that its Board of Directors has approved a 1-for-10 reverse stock split of the Company’s common stock. The reverse split will become |
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| December 5, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 5, 2025 XBP Global Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40206 85-2002883 (State or other jurisdiction of incorporation o |
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| November 14, 2025 |
As Reported Revenue (in $'000) Exhibit 99.1 XBP Global Holdings, Inc. Reports Third Quarter 2025 Results November 14, 2025 Third Quarter 2025 Highlights ● XBP Europe Holdings, Inc. (“XBP Europe”) finalized the acquisition of Exela Technologies BPA, LLC (“Exela BPA”) and changed its name to XBP Global Holdings, Inc. on July 29, 2025 ● XBP Europe issued approximately 81.8 million shares for an equity valuation of the combined com |
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| November 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 14, 2025 XBP Global Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40206 85-2002883 (State or other jurisdiction of incorporation |
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| November 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the period ended September 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-402 |
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| September 26, 2025 |
X0101 EFFECT 33 LIVE 2025-09-26 16:30:00 S-3 0001839530 XBP Global Holdings, Inc. 333-290237 |
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| September 24, 2025 |
XBP Global Holdings, Inc. 6641 N. Belt Line Road, Suite 100 Irving, Texas 75063 (844) 935-2832 XBP Global Holdings, Inc. 6641 N. Belt Line Road, Suite 100 Irving, Texas 75063 (844) 935-2832 September 24, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Industrial Applications and Services 100 F Street, NE Washington D.C. 20549 RE: XBP Global Holdings, Inc. File No. 333-290237 Registration Statement on Form S-3 Ladies and Gentlemen: In accordan |
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| September 22, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 16, 2025 XBP Global Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40206 85-2002883 (State or other jurisdiction of incorporation |
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| September 22, 2025 |
September 22, 2025 Andrej Jonovic Chief Executive Officer XBP Global Holdings, Inc. |
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| September 12, 2025 |
As filed with the Securities and Exchange Commission on September 12, 2025 As filed with the Securities and Exchange Commission on September 12, 2025 Registration No. |
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| September 12, 2025 |
Calculation of Filing Fee Tables S-3 XBP Global Holdings, Inc. Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward I |
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| September 12, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 12, 2025 (July 15, 2025) XBP Global Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40206 85-2002883 (State or other jurisdictio |
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| September 12, 2025 |
As filed with the Securities and Exchange Commission on September 12, 2025 As filed with the Securities and Exchange Commission on September 12, 2025 Registration No. |
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| September 12, 2025 |
Table 1: Newly Registered Securities Calculation of Filing Fee Tables S-8 XBP Global Holdings, Inc. Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee 1 Equity Common stock, par value $0.0001 per share Other 11,751,597 $ 0.6131 $ 7,204,904.12 0.0001531 $ 1,103.07 Tot |
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| August 14, 2025 |
Exhibit 99.2 ©XBP GLOBAL 2025 PROPRIETARY & CONFIDENTIAL XBP Second Quarter 2025 Results August 14, 2025 ©XBP GLOBAL 2025 PROPRIETARY & CONFIDENTIAL 2 Safe Harbor Statements Forward-Looking Statements: This presentation contains “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amende |
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| August 14, 2025 |
Exhibit 99.1 XBP Global Holdings, Inc. Reports Second Quarter 2025 Results August 14, 2025 Second Quarter 2025 Highlights ● XBP Europe Holdings, Inc. (“XBP Europe”) completed the acquisition of Exela Technologies BPA, LLC (“BPA”) and changed its name to XBP Global Holdings, Inc. ● Revenue of $39.6 million, an increase of 17.8% year-over-year and 5.2% sequentially ● Gross margin of 29.8%, a 1,020 b |
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| August 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 14, 2025 XBP Global Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40206 85-2002883 (State or other jurisdiction of incorporation or |
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| August 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the period ended June 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40206 XB |
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| August 4, 2025 |
Exhibit 4.3 COMMON STOCK PURCHASE WARRANT XBP EUROPE HOLDINGS, INC. Warrant Shares: Initial Exercise Date: July 29, 2025 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [ ]1 or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on |
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| August 4, 2025 |
Gates Exit Facility Agreement, dated July 29, 2025. Exhibit 10.3 Execution Version FINANCING AGREEMENT Dated as of July 29, 2025 by and among Exela Technologies BPA, LLC and EXELA FINANCE INC., as Borrowers, EACH SUBSIDIARY OF BORROWERS LISTED AS A GUARANTOR ON THE SIGNATURE PAGES HERETO, as Guarantors, THE LENDERS FROM TIME TO TIME PARTY HERETO, as Lenders, and ANKURA TRUST COMPANY, LLC, as Administrative Agent and Collateral Agent Table of Conten |
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| August 4, 2025 |
Second Amended and Restated Bylaws. Exhibit 3.3 SECOND AMENDED AND RESTATED BYLAWS OF XBP GLOBAL HOLDINGS, INC. ARTICLE I OFFICES Section 1. Offices. The registered office of the Corporation shall be in the State of Delaware. The Corporation may have offices at such other places both within and without the State of Delaware as the Board of Directors may from time to time determine or as may be necessary or convenient to the business |
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| August 4, 2025 |
Tax Funding Agreement, dated July 29, 2025. Exhibit 10.4 TAX FUNDING AGREEMENT This TAX FUNDING AGREEMENT (this “Agreement”), dated as of July 29, 2025, is made by and among Exela Technologies BPA, LLC and each of its debtor affiliates (collectively, the “Debtors” and upon the effectiveness of their plan of reorganization, the “Reorganized Debtors”) that filed chapter 11 cases (the “Chapter 11 Cases”) under Title 11 of the United States |
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| August 4, 2025 |
Shareholder Rights Agreement, dated July 29, 2025. Exhibit 4.2 RIGHTS AGREEMENT DATED AS OF July 29, 2025 BETWEEN XBP EUROPE HOLDINGS, INC. AND CONTINENTAL STOCK TRANSFER & TRUST COMPANY, AS RIGHTS AGENT TABLE OF CONTENTS Page 1. Certain Definitions 1 2. Appointment of Rights Agent 7 3. Issuance of Right Certificates 7 4. Form of Right Certificates 9 5. Countersignature and Registration 9 6. Transfer, Split Up, Combination and Exchange of Right Ce |
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| August 4, 2025 |
Exhibit 4.1 Execution Version Exela Technologies BPA, LLC as Company EXELA FINANCE INC., As Co-Issuer the Guarantors party hereto from time to time U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee and ANKURA TRUST COMPANY, LLC, as Collateral Agent 12.000% FIRST-PRIORITY SENIOR SECURED NOTES DUE 2030 INDENTURE Dated as of July 29, 2025 TABLE OF CONTENTS Page Article I DEFINITIONS AND INCOR |
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| August 4, 2025 |
Letter from EisnerAmper LLP to the Securities and Exchange Commission, dated August 4, 2025. Exhibit 16.1 EisnerAmper LLP 111 Wood Avenue South Iselin, NJ 08830-2700 T 732.243.7000 F 732.951.7400 www.eisneramper.com August 4, 2025 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Ladies and Gentlemen: We have read Item 4.01 of Form 8-K dated August 4, 2025, of XBP Global Holdings, Inc. (f/k/a XBP Europe Holdings, Inc.) and are in agreement with the statements cont |
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| August 4, 2025 |
Exhibit 3.4 CERTIFICATE OF AMENDMENT TO THE THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF XBP GLOBAL HOLDINGS, INC. XBP Global Holdings, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies that: 1. The name of the Corporation is XBP Global Holdings, Inc. The original certificate of incorporation of the Corporation wa |
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| August 4, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 29, 2025 XBP GLOBAL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40206 85-2002883 (State or other jurisdiction of incorporation or o |
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| August 4, 2025 |
Certificate of Designations for Series A Participating Preferred Stock. Exhibit 3.1 CERTIFICATE OF DESIGNATIONS of SERIES A PARTICIPATING PREFERRED STOCK of XBP EUROPE HOLDINGS, INC. (Pursuant to Section 151 of the Delaware General Corporation Law) XBP Europe Holdings, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), hereby certifies that the following resolution was adopted by the Board of Dire |
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| August 4, 2025 |
Exhibit 3.2 THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF XBP EUROPE HOLDINGS, INC. XBP Europe Holdings, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify that: ONE: The name of the Corporation is XBP Europe Holdings, Inc. The original certificate of incorporation of the Corpo |
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| August 4, 2025 |
Registration Rights Agreement, dated July 29, 2025. Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT by and among XBP EUROPE HOLDINGS, INC. and THE HOLDERS Dated as of July 29, 2025 Table of Contents Page 1. Definitions 1 2. Shelf Registrations 5 3. Demand Registrations 6 4. Piggyback Takedowns 9 5. Priority 9 6. Suspension Period 11 7. Lock-Up Agreement 11 8. Company Undertakings 12 9. Registration Expenses 17 10. Indemnification; Contribution 18 11. Pa |
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| August 4, 2025 |
2L Credit Agreement, dated July 29, 2025. Exhibit 10.7 EXECUTION VERSION AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT dated as of July 29, 2025 by and among EXELA TECHNOLOGIES BPA, LLC, as Borrower, and BRF FINANCE CO. LLC, as Agent, and THE LENDERS FROM TIME-TO-TIME PARTY HERETO table of contents Page Article 1 - DEFINITIONS 2 Section 1.1 Certain Defined Terms 2 Section 1.2 Accounting Terms and Determinations 51 Section 1.3 Other D |
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| August 4, 2025 |
ABL Credit Agreement, dated July 29, 2025. Exhibit 10.5 Execution Version CREDIT AND SECURITY AGREEMENT dated as of July 29, 2025 by and among EXELA TECHNOLOGIES BPA, LLC, as Borrower, and MIDCAP FUNDING IV TRUST, as Agent, and THE LENDERS FROM TIME-TO-TIME PARTY HERETO table of contents Page Article 1 - DEFINITIONS 1 Section 1.1 Certain Defined Terms 1 Section 1.2 Accounting Terms and Determinations 65 Section 1.3 Other Definitional and I |
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| July 31, 2025 |
Exhibit 99.1 XBP Europe Holdings, Inc. Completes Acquisition of Exela Technologies BPA, LLC, Creating a Global Business Process Automation Powerhouse Acquisition results in over $900 million in combined annual Revenue, resulting in a Net Debt-to-EBITDA ratio of the combined company of approximately 3.5x SANTA MONICA, CA and LONDON, U.K. July 30, 2025 – XBP Europe Holdings, Inc. (“XBP Europe”) (Nas |
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| July 31, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 25, 2025 XBP GLOBAL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40206 85-2002883 (State or other jurisdiction of incorporation or o |
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| July 31, 2025 |
Amendment Agreement, dated July 25 2025. Exhibit 10.1 Ashurst Execution Version Amendment Agreement XBP Europe, Inc. as Obligors’ Agent and HSBC UK Bank plc as Agent and HSBC UK Bank plc as Security Agent relating to a term loan and revolving facilities agreement dated 26 June 2024 between (among others) the Obligors’ Agent, the Agent and the Security Agent 25 July 2025 PARTNER INITIALS\FEE EARNER INITIALS Contents 1. Interpretation 1 2. |
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| July 21, 2025 |
Completion of Acquisition or Disposition of Assets UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 15, 2025 XBP Europe Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40206 85-2002883 (State or other jurisdiction of incorporation or o |
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| July 15, 2025 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for the use of the Commission only (as permitted by Rule 14a-6(e)(2)) ☒ |
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| July 15, 2025 |
2025 PROXY STATEMENT 2024 ANNUAL REPORT xbpeurope.comPROXY STATEMENT & MEETING NOTICE xbpeurope.comPROXYSTATEMENT DATEDJULY15,2025 XBPEUROPEHOLDINGS,INC. TotheStockholdersof XBPEuropeHoldings,Inc.: Youarecordiallyinvitedtoattendthe2025AnnualMeetingof XBPEuropeHoldings,Inc.,aDelaware corporation(“XBP”orthe“Company”),whichwillbeheldonJuly25,2025,at10:00a.m.,EasternTime, oratsuchothertime,onsuchother |
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| July 10, 2025 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 3, 2025 XBP Europe Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40206 85-2002883 (State or other jurisdiction of incorporation or or |
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| July 10, 2025 |
Transaction Support Agreement July 3, 2025 Exhibit 10.2 THIS TRANSACTION SUPPORT AGREEMENT IS NOT AN OFFER OR ACCEPTANCE WITH RESPECT TO ANY SECURITIES OR A SOLICITATION OF ACCEPTANCES OF A CHAPTER 11 PLAN WITHIN THE MEANING OF SECTION 1125 OF THE BANKRUPTCY CODE. ANY SUCH OFFER, ACCEPTANCE OR SOLICITATION WILL COMPLY WITH ALL APPLICABLE SECURITIES LAWS AND PROVISIONS OF THE BANKRUPTCY CODE. NOTHING CONTAINED IN THIS TRANSACTION SUPPORT AG |
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| July 10, 2025 |
Membership Interest Purchase Agreement dated July 3, 2025 Exhibit 10.1 Execution Version BPA MEMBERSHIP INTEREST PURCHASE AGREEMENT This BPA MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of July 3, 2025, by and between XBP Americas, LLC, a Nevada limited liability company (“Buyer”), and ETI-XCV, LLC, a Delaware limited liability company (“Seller”) (each of Buyer and Seller, a “Party” and together, the “Parties”). R |
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| July 3, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for the use of the Commission only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy S |
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| May 15, 2025 |
Exhibit 99.1 XBP Europe Holdings, Inc. Reports First Quarter 2025 Results May 15, 2025 First Quarter 2025 Highlights ● Revenue of $37.7 million, a decrease of 1.2% year-over-year and increase of 5.7% sequentially ● Gross margin of 30.1%, a 380 bps increase year-over-year and 190 bps increase sequentially ● Adjusted EBITDA of $3.7 million, an increase of 25.6% year-over-year and decrease of 16.1% s |
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| May 15, 2025 |
Exhibit 99.2 ©XBP EUROPE 2025 PROPRIETARY & CONFIDENTIAL First Quarter 2025 Results May 15, 2025 ©XBP EUROPE 2025 PROPRIETARY & CONFIDENTIAL 2 Safe Harbor Statements Forward-Looking Statements: Certain statements included in this presentation are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under The Private Securities Litigation Reform Act of |
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| May 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the period ended March 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40206 X |
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| May 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 15, 2025 XBP Europe Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40206 85-2002883 (State or other jurisdiction of incorporation or or |
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| May 8, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 8, 2025 XBP EUROPE HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40206 85-2002883 (State or other jurisdiction of incorporation or org |
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| April 30, 2025 |
Executive Severance and Change in Control Plan, dated as of April 29, 2025 Exhibit 10.1 XBP EUROPE HOLDINGS, INC. EXECUTIVE SEVERANCE AND CHANGE IN CONTROL PLAN 1.Purpose. This XBP Europe Holdings, Inc. Executive Severance and Change in Control Plan, as set forth herein or as hereafter amended from time to time (the “Plan”), is effective as of April 29, 2025 (“Effective Date”). The purpose of the Plan is to provide severance benefits under specified circumstances to cert |
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| April 30, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A Amendment No.1 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A Amendment No.1 (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission Fi |
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| March 19, 2025 |
Exhibit 4.3 DESCRIPTION OF SECURITIES The following summary of the material terms of our securities is not intended to be a complete and is subject to, and qualified in its entirety by, reference to our amended and restated certificate of incorporation, or Charter, and Bylaws, each of which is each of which is incorporated by reference as an exhibit to our most recent Annual Report on Form 10-K fi |
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| March 19, 2025 |
Exhibit 19.1 XBP EUROPE HOLDINGS, INC. INSIDER TRADING POLICY 1. INTRODUCTION This Insider Trading Policy (this “Policy”) is intended to prevent violations of the federal securities laws and to protect XBP Europe Holdings, Inc.’s (the “Company”) reputation for integrity and ethical conduct. “Insider trading” refers generally to buying or selling a security, in breach of a fiduciary duty or other r |
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| March 19, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40 |
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| March 19, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 19, 2025 XBP EUROPE HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40206 85-2002883 (State or other jurisdiction of incorporation or |
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| March 19, 2025 |
List of subsidiaries of the Company. Exhibit 21.1 SUBSIDIARIES OF REGISTRANT Subsidiary Name Jurisdiction of Formation XBP Europe Arista SAS France Asterion Belgium N.V. Belgium Asterion Denmark A/S Denmark Asterion DM Finland A.B. Finland XBP Europe Ast S.A.S France Asterion International GmbH Germany XBP Europe Ast AB Sweden BancTec B.V. Netherlands BancTec Europe Limited U.K. BancTec Holding N.V. Netherlands BancTec Transaktionsse |
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| March 19, 2025 |
Three months ended December 31, 2024 Exhibit 99.1 XBP Europe Holdings, Inc. Reports Fourth Quarter and Full Year 2024 Results March 19, 2025 Full Year 2024 Highlights ● Revenue of $142.8 million, decrease of 8.0% year-over-year ● Gross margin of 26.8%, a 110 bps increase year-over-year ● Operating profit of $3.5 million, an increase of $2.4 million year-over-year ● Approximately $25M of ACV in active ramp, resulting in an incremental |
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| March 19, 2025 |
Exhibit 99.2 ©XBP EUROPE 2024 ©XBP EUROPE 2025 FY and Fourth Quarter 2024 Results March 19, 2025 ©XBP EUROPE 2024 ©XBP EUROPE 2025 Safe Harbor Statements Forward-Looking Statements: Certain statements included in this presentation are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under The Private Securities Litigation Reform Act of 1995. Forwar |
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| February 21, 2025 |
XBP Europe Holdings, Inc. 2701 East Grauwyler Road Irving, Texas 75061 XBP Europe Holdings, Inc. 2701 East Grauwyler Road Irving, Texas 75061 VIA EDGAR February 21, 2025 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, NE Washington, D.C. 20549 Re: XBP Europe Holdings, Inc. Registration Statement on Form S-3 File No. 333-284999 Dear Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, a |
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| February 20, 2025 |
February 20, 2025 Andrej Jonovic Chief Executive Officer XBP Europe Holdings, Inc. |
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| February 18, 2025 |
Exhibit 4.3 XBP EUROPE HOLDINGS, INC. and [], as Trustee Indenture Dated as of [] XBP EUROPE HOLDINGS, INC. Reconciliation and Tie between Trust Indenture Act of 1939 and Indenture, dated as of [] Trust Indenture Act Section Indenture Sections §310(a)(1) 609 (a)(2) 609 (a)(3) Not Applicable (a)(4) Not Applicable (a)(5) 609 (b) 608 610 §311(a) 613 (b) 613 (b)(2) 703 §312(a) 701 702(a) (b) 702(b) (c |
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| February 18, 2025 |
Exhibit 107 CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered Amount to be registered (1) Proposed maximum offering price per unit (2) Proposed maximum aggregate offering price (3) Amount of registration fee Debt Securities (4) Common Stock (5) Preferred Stock(4) $ 250,000,000 — $ 250,000,000 $ 38,275. |
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| February 18, 2025 |
As filed with the Securities and Exchange Commission on February 14, 2025 Table of Contents As filed with the Securities and Exchange Commission on February 14, 2025 Registration No. |
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| February 14, 2025 |
Table of Contents Exhibit 99.3 Item 1. Financial Statements Condensed Consolidated Financial Statements Condensed Consolidated Balance Sheets as of June 30, 2024 (Unaudited) and December 31, 2023 2 Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2024 and 2023 (Unaudited) 3 Condensed Consolidated Statements of Comprehensive Loss for the three and six mont |
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| February 14, 2025 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 14, 2025 XBP EUROPE HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40206 85-2002883 (State or other jurisdiction of incorporation |
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| February 14, 2025 |
Exhibit 99.2 Item 1. Financial Statements Condensed Consolidated Financial Statements Condensed Consolidated Balance Sheets as of March 31, 2024 (Unaudited) and December 31, 2023 2 Condensed Consolidated Statements of Operations for the three months ended March 31, 2024 and 2023 (Unaudited) 3 Condensed Consolidated Statements of Comprehensive Loss for the three months ended March 31, 2024 and 2023 |
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| February 14, 2025 |
As filed with the Securities and Exchange Commission on February 14, 2025 Table of Contents As filed with the Securities and Exchange Commission on February 14, 2025 Registration No. |
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| February 14, 2025 |
Exhibit 107 CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered Amount to be registered (1) Proposed maximum offering price per unit (2) Proposed maximum aggregate offering price (3) Amount of registration fee Debt Securities (4) Common Stock (5) Preferred Stock(4) $ 250,000,000 — $ 250,000,000 $ 38,275. |
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| February 14, 2025 |
Exhibit 99.1 PART I ITEM 1. BUSINESS Unless otherwise indicated or the context otherwise requires, references in this section to “we,” “our,” “us,” “XBP Europe, “the Company” and similar terms are to XBP Europe Inc. and its subsidiaries before the Business Combination, and to XBP Europe Holdings, Inc. following consummation of the Business Combination, except where the context requires otherwise. |
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| February 14, 2025 |
Exhibit 4.3 XBP EUROPE HOLDINGS, INC. and [], as Trustee Indenture Dated as of [] XBP EUROPE HOLDINGS, INC. Reconciliation and Tie between Trust Indenture Act of 1939 and Indenture, dated as of [] Trust Indenture Act Section Indenture Sections §310(a)(1) 609 (a)(2) 609 (a)(3) Not Applicable (a)(4) Not Applicable (a)(5) 609 (b) 608 610 §311(a) 613 (b) 613 (b)(2) 703 §312(a) 701 702(a) (b) 702(b) (c |
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| December 20, 2024 |
As filed with the Securities and Exchange Commission on December 20, 2024 As filed with the Securities and Exchange Commission on December 20, 2024 Registration No. |
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| December 20, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) XBP Europe Holdings, Inc. |
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| November 21, 2024 |
SC 13D/A 1 ea022199603-13da3cfac8xbp.htm AMENDMENT NO. 3 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* XBP Europe Holdings, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 98400V 101 (CUSIP Number) Howard W. Lutnick 110 East 59th Street New York, New York 10022 |
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| November 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the period ended September 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-402 |
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| November 12, 2024 |
Three months ended September 30, 2024 Exhibit 99.1 XBP Europe Holdings, Inc. Reports Third Quarter 2024 Results November 12, 2024 Third Quarter Highlights ● Revenue of $35.4 million, decrease of 5.6% year-over-year and increase of 5.5% sequentially ● Gross margin increased to 32.6%, a 800 bps increase year-over-year and 1,300 bps increase sequentially ● Operating profit of $2.5 million, an increase of $2.2 million year-over-year and $ |
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| November 12, 2024 |
Exhibit 99.2 ©XBP EUROPE 2024 Third Quarter 2024 Results November 12, 2024 ©XBP EUROPE 2024 Safe Harbor Statements Forward-Looking Statements: Certain statements included in this presentation are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under The Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are acco |
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| November 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 12, 2024 XBP Europe Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40206 85-2002883 (State or other jurisdiction of incorporation |
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| October 24, 2024 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 18, 2024 XBP EUROPE HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40206 85-2002883 (State or other jurisdiction of incorporation o |
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| September 5, 2024 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 30, 2024 XBP EUROPE HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40206 85-2002883 (State or other jurisdiction of incorporation or |
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| August 12, 2024 |
Exhibit 99.2 ©XBP EUROPE 2024 Second Quarter 2024 Results August 12, 2024 ©XBP EUROPE 2024 Safe Harbor Statements Forward-Looking Statements: Certain statements included in this presentation are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under The Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accom |
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| August 12, 2024 |
Three months ended June 30, 2024 Exhibit 99.1 XBP Europe Holdings, Inc. Reports Second Quarter 2024 Results August 12, 2024 Second Quarter Highlights ● Revenue of $36.1 million, down 14.8% year-over-year (14.2% on a constant currency basis) ● Gross margin declined to 18.4%, a 630 bps decrease sequentially and 920 bps decrease year-over-year ● Net loss of $4.7 million includes $0.7 million of FX losses ● Active revenue ramp of app |
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| August 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 12, 2024 XBP EUROPE HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40206 85-2002883 (State or other jurisdiction of incorporation or |
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| August 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the period ended June 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40206 XB |
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| June 28, 2024 |
Exhibit 99.1 XBP Europe Holdings, Inc. Completes $48 Million Financing to Fund Growth June 27, 2024 Transaction Refinances Existing Indebtedness and Secures Incremental Liquidity to Fund Growth Financing includes $30 million committed and $18 million accordion feature LONDON, UK and Santa Monica, CA, June 27, 2024 (GLOBE NEWSWIRE) – XBP Europe Holdings, Inc. (“XBP Europe” or the “Company”) (NASDAQ |
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| June 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 26, 2024 XBP EUROPE HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40206 85-2002883 (State or other jurisdiction of incorporation or o |
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| June 28, 2024 |
Exhibit 10.1 Execution version Facilities Agreement XBP Europe, Inc. as Parent Exela Technologies Limited and Banctec Holding N.V. as Borrowers HSBC UK Bank plc as Lender HSBC UK Bank plc as Agent and HSBC UK Bank plc as Security Agent 26 June 2024 Contents 1. Definitions and interpretation1 2. The Facilities44 3. Conditions of drawing48 4. Drawing49 5. Optional Currencies51 6. Repayment51 7 |
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| June 20, 2024 |
Exhibit 10.2 RESTRICTED STOCK UNIT GRANT NOTICE AND AGREEMENT XBP Europe Holdings, Inc. (the “Company”), pursuant to its 2024 Stock Incentive Plan (as may be amended, restated or otherwise modified from time to time, the “Plan”), hereby grants to Holder the number of Restricted Stock Units, subject to adjustment as provided in the Plan (the “Restricted Stock Units”). The Restricted Stock Units are |
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| June 20, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 13, 2024 XBP Europe Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40206 85-2002883 (State or other jurisdiction of incorporation or o |
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| June 20, 2024 |
Exhibit 10.3 OPTION GRANT NOTICE AND AGREEMENT XBP Europe Holdings, Inc. (the “Company”), pursuant to its 2024 Stock Incentive Plan (as may be amended, restated or otherwise modified from time to time, the “Plan”), hereby grants to Holder the number of Options (the “Options”) set forth below, each Option representing the right to purchase one share of Stock at the applicable Exercise Price (set fo |
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| June 20, 2024 |
XBP Europe Holdings, Inc. Executive Officer Annual Bonus Plan. Exhibit 10.4 XBP EUROPE HOLDINGS, INC. EXECUTIVE OFFICER ANNUAL BONUS PLAN SECTION 1: ESTABLISHMENT AND PURPOSE 1.1Purpose. XBP Europe Holdings, Inc. (the “Company”) hereby establishes the XBP Europe Holdings, Inc. Executive Officer Annual Bonus Plan (the “Plan”). The Plan is intended to (i) motivate and reward a greater degree of excellence and teamwork among the senior officers of the Company by |
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| June 20, 2024 |
XBP Europe Holdings, Inc. 2024 Stock Incentive Plan (as amended). Exhibit 10.1 XBP EUROPE HOLDINGS, INC. 2024 STOCK INCENTIVE PLAN (Restated with all amendments through June 14, 2024) 1.Purpose. The purpose of the Plan is to assist the Company in attracting, retaining, motivating, and rewarding certain employees, officers, directors, and consultants of the Company and its Affiliates and promoting the creation of long-term value for stockholders of the Company by |
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| May 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 13, 2024 XBP Europe Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40206 85-2002883 (State or other jurisdiction of incorporation or or |
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| May 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the period ended March 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40206 X |
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| May 13, 2024 |
Three months ended March 31, 2024 Exhibit 99.1 XBP Europe Holdings, Inc. Reports First Quarter 2024 Results May 13, 2024 First Quarter Highlights ● Revenue of $40.4 million, down 5.7% year-over-year (7.3% on a constant currency basis) ● Gross margin grew to 24.6%, a 270 bps increase sequentially and 250 bps increase year-over-year ● Net loss of $2.2 million includes $0.8 million of FX losses ● High margin Technology segment grew t |
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| May 13, 2024 |
Exhibit 99.2 ©XBP EUROPE 2024 First Quarter 2024 Results May 13, 2024 ©XBP EUROPE 2024 Safe Harbor Statements Forward-Looking Statements: Certain statements included in this presentation are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under The Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompani |
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| April 29, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant☒ Filed by a party other than the Registrant☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defini |
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| April 29, 2024 |
2023 Annual Report 2024 Proxy Statement Letter from our Executive Chairman, Par Chadha April 29, 2024 Fellow Shareholders, We are a new public company, having started trading on Nasdaq on November 30, 2023. |
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| April 24, 2024 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 19, 2024 XBP EUROPE HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40206 85-2002883 (State or other jurisdiction of incorporation or |
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| April 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40 |
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| April 1, 2024 |
Exhibit 4.3 DESCRIPTION OF SECURITIES The following summary of the material terms of our securities is not intended to be a complete and is subject to, and qualified in its entirety by, reference to our amended and restated certificate of incorporation, or Charter, and Bylaws, each of which is each of which is incorporated by reference as an exhibit to our most recent Annual Report on Form 10-K fi |
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| April 1, 2024 |
Exhibit 99.1 XBP Europe Holdings, Inc. Reports Full Year 2023 Results April 1, 2024 Full Year Highlights ● 2023 revenue of $166.6 million, down 7.7% year-over-year (8.4% on a constant currency basis) ● Net loss of $11.0 million includes restructuring charges of $6.7 million and transaction fees of $3.0 million ● High margin Technology segment grows year-over-year to 27% of total revenue in 2023 co |
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| April 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 1, 2024 XBP Europe Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40206 85-2002883 (State or other jurisdiction of incorporation or o |
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| April 1, 2024 |
Exhibit 21.1 SUBSIDIARIES OF REGISTRANT Subsidiary Name Jurisdiction of Formation Arista SAS France Asterion Belgium N.V. Belgium Asterion Denmark A/S Denmark Asterion DM Finland A.B. Finland Asterion France S.A.S France Asterion International GmbH Germany Asterion Sweden A.B. Sweden BancTec B.V. Netherlands BancTec Europe Limited U.K. BancTec Holding N.V. Netherlands BancTec Transaktionsservice G |
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| April 1, 2024 |
Exhibit 97.1 XBP EUROPE HOLDINGS, INC. POLICY FOR THE RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION 1.Purpose. The purpose of this Policy is to describe the circumstances in which Executives will be required to repay or return Erroneously Awarded Compensation to members of the Company Group. Each Executive Officer shall be required to sign and return to the Company the Acknowledgement Form attached |
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| March 14, 2024 |
SC 13D/A 1 ea0201764-13da2cfacxbp.htm AMENDMENT NO. 2 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* XBP Europe Holdings, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 98400V 101 (CUSIP Number) Howard W. Lutnick 110 East 59th Street New York, New York 10022 (2 |
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| February 13, 2024 |
CFFE / CF Acquisition Corp VIII - Class A / GLAZER CAPITAL, LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 XBP Europe Holdings, Inc. (formerly known as CF ACQUISITION CORP. VIII) (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 12520C109 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Ch |
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| February 13, 2024 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-276213 Filed Pursuant to Rule 424(b)(3) Registration No. 333-276213 PROSPECTUS XBP EUROPE HOLDINGS, INC. Up to 27,775,355 Shares of Common Stock Up to 6,634,980 Shares of Common Stock Issuable Upon Exercise of Warrants Up to 385,000 Warrants This prospectus relates to the issuance by us of up to an aggregate of up to 6,634,980 shares of our common stock, $0.0001 par value per share (“Common Stock”), whic |
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| February 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| February 9, 2024 |
XBP Europe Holdings, Inc. 2701 East Grauwyler Road Irving, Texas 75061 XBP Europe Holdings, Inc. 2701 East Grauwyler Road Irving, Texas 75061 VIA EDGAR February 9, 2024 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, NE Washington, D.C. 20549 Re: XBP Europe Holdings, Inc. Registration Statement on Form S-1 File No. 333-276213 Dear Ms. Ladies and Gentleman: Pursuant to Rule 461 under the Securities Act of 1933 |
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| February 9, 2024 |
US98400V1017 / XBP EUROPE HOLDINGS INC / PERISCOPE CAPITAL INC. - SC 13G/A Passive Investment SC 13G/A 1 d744757dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* XBP Europe Holdings, Inc (Name of Issuer) Common stock, par value $0.0001 per share (Title of Class of Securities) 98400V101 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) C |
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| February 8, 2024 |
As filed with the Securities and Exchange Commission on February 8, 2024 As filed with the Securities and Exchange Commission on February 8, 2024 Registration No. |
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| February 8, 2024 |
February 8, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| February 7, 2024 |
United States securities and exchange commission logo February 7, 2024 Andrej Jonovic Chief Executive Officer XBP Europe Holdings, Inc. |
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| February 5, 2024 |
SC 13G/A 1 p24-0544sc13ga.htm XBP EUROPE HOLDINGS, INC. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* XBP Europe Holdings, Inc. (formerly known as CF Acquisition Corp. VIII) (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 98400V101 (CUSIP Number) December 31, 2023 (Date |
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| February 2, 2024 |
As filed with the Securities and Exchange Commission on February 2, 2024 As filed with the Securities and Exchange Commission on February 2, 2024 Registration No. |
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| February 2, 2024 |
February 2, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| January 17, 2024 |
United States securities and exchange commission logo January 17, 2024 Andrej Jonovic Chief Executive Officer XBP Europe Holdings, Inc. |
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| December 27, 2023 |
As filed with the Securities and Exchange Commission on December 27, 2023 As filed with the Securities and Exchange Commission on December 27, 2023 Registration No. |
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| December 22, 2023 |
Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) XBP Europe Holdings, Inc. |
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| December 22, 2023 |
As filed with the Securities and Exchange Commission on December 21, 2023 As filed with the Securities and Exchange Commission on December 21, 2023 Registration No. |
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| December 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 15, 2023 XBP Europe Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40206 85-2002883 (State or other jurisdiction of incorporation |
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| December 21, 2023 |
Exhibit 16.1 December 20, 2023 Office of the Chief Accountant Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 United States of America Ladies and Gentlemen: We have read the statements made by XBP Europe Holdings, Inc. (formerly CF Acquisition Corp. VIII) under Item 4.01(a) of its Form 8-K dated December 15, 2023 and are in agreement with the statements concerning our Firm |
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| December 11, 2023 |
EX-99.1 2 tm2332534d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 JOINT FILING AGREEMENT Pursuant to Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned beneficial owners of shares of XBP Europe Holdings, Inc. ("XBP Europe Holdings") hereby agree to file with the Securities and Exchange Commission joint Schedules 13D and any amendments thereto with respect to the XBP Europ |
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| December 11, 2023 |
XBP / XBP Europe Holdings Inc / Exela Technologies, Inc. - SC 13D Activist Investment SC 13D 1 tm2332534d1sc13d.htm SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* XBP Europe Holdings, Inc. (f/k/a CF Acquisition Corp. VIII) (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 98400V 101 (CUSIP Number) Zach Maul 2701 E. Grauwyler Rd. Irving, Texas 75061 |
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| December 5, 2023 |
Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF XBP EUROPE HOLDINGS, INC. ARTICLE I OFFICES Section 1. Offices. The registered office of the Corporation shall be in the State of Delaware. The Corporation may have offices at such other places both within and without the State of Delaware as the Board of Directors may from time to time determine or as may be necessary or convenient to the business of the |
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| December 5, 2023 |
Exhibit 21.1 SUBSIDIARIES OF REGISTRANT Subsidiary Name Jurisdiction of Formation Arista SAS France Asterion Belgium N.V. Belgium Asterion Denmark A/S Denmark Asterion DM Finland A.B. Finland Asterion France S.A.S France Asterion International GmbH Germany Asterion Sweden A.B. Sweden BancTec B.V. Netherlands BancTec Europe Limited U.K. BancTec Holding N.V. Netherlands BancTec Transaktionsservice G |
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| December 5, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 29, 2023 XBP Europe Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40206 85-2002883 (State or other jurisdiction of incorporation |
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| December 5, 2023 |
Exhibit 99.1 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Defined terms included below have the same meaning as terms defined and included elsewhere in this Form 8-K. Introduction The following unaudited pro forma condensed combined balance sheet as of September 30, 2023 and the unaudited pro forma condensed combined statements of operations for the year ended December 31, 2022 and |
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| December 5, 2023 |
Exhibit 10.2 WAIVER This WAIVER, dated as of September 28, 2023 (this “Waiver”) is granted by each of (i) XBP Europe, Inc., a Delaware corporation (the “Company”), (ii) BTC International Holdings, Inc. (“Parent”), (iii) CF Acquisition Corp. VIII, a Delaware corporation (“Acquiror”), and (iv) Cantor Fitzgerald & Co., a New York general partnership (“CF&Co.”). Capitalized terms used but not defined |
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| December 5, 2023 |
Exhibit 10.5 Exela Technologies, INC. AND SUBSIDIARY COMPANIES INTERCOMPANY INCOME TAX ALLOCATION AGREEMENT This Intercompany Income Tax Allocation Agreement (this “Agreement”) is dated November 29, 2023, by and among Exela Technologies, Inc. (“Exela”), CF Acquisition Corp. VIII (“Acquiror”), and XBP Europe, Inc. (“XBP”). WHEREAS, Exela is the common parent corporation of an affiliated group of co |
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| December 5, 2023 |
Exhibit 10.4 SERVICES AGREEMENT by and between XBP EUROPE, INC. AND EXELA TECHNOLOGIES BPA, LLC dated as of November 29, 2023 TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS 1 Section 1.1. Definitions 1 Section 1.2. Definition Cross-References 3 Section 1.3. Interpretation 4 ARTICLE II. SERVICES 4 Section 2.1. General 4 Section 2.2. Services Schedule 4 Section 2.3. Additional Services 5 Section 2.4. |
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| December 5, 2023 |
Exhibit 3.1 Delaware The First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE RESTATED CERTIFICATE OF “CF ACQUISITION CORP. VIII”, CHANGING ITS NAME FROM “CF ACQUISITION CORP. VIII” TO “XBP EUROPE HOLDINGS, INC.”, FILED IN THIS OFFICE ON THE TWENTY-NINTH DAY OF NOVEMBER, A.D. 2023, AT 2:06 O’CLOCK P.M. /s/ |
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| December 5, 2023 |
Exhibit 10.3 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 29, 2023, is made and entered into by and among XBP Europe Holdings, Inc. (formerly known as CF Acquisition Corp. VIII), a Delaware corporation (the “Company”), CFAC Holdings VIII, LLC, a Delaware limited liability company (the “Sponsor”), |
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| December 1, 2023 |
EX-10.9 2 ea189338ex10-9xbpeuro.htm AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT, DATED AS OF NOVEMBER 29, 2023, BY AND AMONG THE ISSUER, THE SPONSOR AND THE OTHER PERSONS PARTY THERETO Exhibit 10.9 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 29, 2023, is made and entered into by and among |
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| December 1, 2023 |
SC 13D/A 1 ea189338-13da1cfacxbpeuro.htm AMENDMENT NO. 1 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* XBP Europe Holdings, Inc. (f/k/a CF Acquisition Corp. VIII) (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 98400V 101 (CUSIP Number) Howard W. Lutnick 110 East 59 |
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| November 29, 2023 |
2,739,089 Shares of Common Stock Offered by Selling Securityholders XBP Europe Holdings, Inc.* PROSPECTUS Filed Pursuant to Rule 424(b)(5) Registration No.: 333-273963 2,739,089 Shares of Common Stock Offered by Selling Securityholders XBP Europe Holdings, Inc.* This prospectus relates to the resale from time to time of up to 2,739,089 shares of Class A common stock of CF Acquisition Corp. VIII (which, upon consummation of the Business Combination described herein and defined below, is bein |
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| November 29, 2023 |
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): November 29, 2023 XBP Europe Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40206 85-2002883 (State or other jurisdiction of incorporation) (Commis |
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| November 29, 2023 |
Exhibit 99.1 XBP Europe Completes Business Combination with CF Acquisition Corp. VIII XBP Europe to trade on the NASDAQ under the ticker “XBP” London, UK, and New York, NY – November 29, 2023 – XBP Europe, Inc. (“XBP Europe”) announced today that it has completed its business combination with CF Acquisition Corp. VIII (Nasdaq: CFFE) (“CF VIII”). The combined company will operate as XBP Europe goin |
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| November 27, 2023 |
November 27, 2023 CF Acquisition Corp. VIII 110 East 59th Street New York, NY 10022 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street N.E. Washington, D.C. 20549 Attention: Kate Beukenkamp and Donald Field Re: CF Acquisition Corp. VIII Registration Statement on Form S-1 Filed August 14, 2023, as amended File No. 333-273963 Dear Ms. Beukenkamp a |
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| November 17, 2023 |
As filed with the Securities and Exchange Commission on November 17, 2023 As filed with the Securities and Exchange Commission on November 17, 2023 Registration No. |
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| November 15, 2023 |
CF Acquisition Corp. VIII 110 East 59th Street New York, NY 10022 November 15, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporate Finance 100 F Street N.E. Washington D.C., 20549 Attention: Kate Beukenkamp and Donald Field Re: CF Acquisition Corp. VIII – Withdrawal of Acceleration Request Registration Statement on Form S-1 Filed August 14, 2023, as amended File N |
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| November 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to CF ACQUISITION CORP. VIII (Exact name o |
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| November 8, 2023 |
November 8, 2023 CF Acquisition Corp. VIII 110 East 59th Street New York, NY 10022 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street N.E. Washington, D.C. 20549 Attention: Kate Beukenkamp and Donald Field Re: CF Acquisition Corp. VIII Registration Statement on Form S-1 Filed August 14, 2023, as amended File No. 333-273963 Dear Ms. Beukenkamp an |
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| October 10, 2023 |
As filed with the Securities and Exchange Commission on October 10, 2023 As filed with the Securities and Exchange Commission on October 10, 2023 Registration No. |
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| October 10, 2023 |
Hughes Hubbard & Reed LLP One Battery Park Plaza New York, New York 10004-1482 Telephone: +1 (212) 837-6000 Fax: +1 (212) 422-4726 hugheshubbard. |
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| October 5, 2023 |
United States securities and exchange commission logo October 5, 2023 Howard W. Lutnick Chief Executive Officer CF Acquisition Corp. VIII 110 East 59th Street New York, NY 10022 Re: CF Acquisition Corp. VIII Amendment No. 1 to Registration Statement on Form S-1 Filed September 29, 2023 File No. 333-273963 Dear Howard W. Lutnick: We have reviewed your amended registration statement and have the fol |
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| September 29, 2023 |
Promissory Note, dated August 31, 2023, issued to the Sponsor. Exhibit 10.22 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
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| September 29, 2023 |
As filed with the Securities and Exchange Commission on September 28, 2023 As filed with the Securities and Exchange Commission on September 28, 2023 Registration No. |
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| September 29, 2023 |
Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) CF Acquisition Corp. |
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| September 29, 2023 |
Consent of Martin P. Akins to be named as a director. Exhibit 99.4 Consent to be Named as a Director In connection with the filing by CF Acquisition Corp. VIII of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and any and all amendments and s |
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| September 28, 2023 |
Hughes Hubbard & Reed LLP One Battery Park Plaza New York, New York 10004-1482 Telephone: +1 (212) 837-6000 Fax: +1 (212) 422-4726 hugheshubbard. |
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| September 19, 2023 |
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): September 19, 2023 (September 14, 2023) CF ACQUISITION CORP. VIII (Exact name of registrant as specified in its charter) Delaware 001-40206 85-2002883 (State or other jurisdiction of |
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| September 19, 2023 |
Fourth Amendment to Amended and Restated Certificate of Incorporation of the Company. Exhibit 3.1 FOURTH AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CF ACQUISITION CORP. VIII Pursuant to Section 242 of the Delaware General Corporation Law CF ACQUISITION CORP. VIII (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, does hereby certify as follows: 1. The name of the Corporation is CF Acquisition Corp. VIII. The |
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| September 8, 2023 |
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): September 1, 2023 CF ACQUISITION CORP. VIII (Exact name of registrant as specified in its charter) Delaware 001-40206 85-2002883 (State or other jurisdiction of incorporation) (Commis |
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| August 28, 2023 |
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): August 28, 2023 (August 24, 2023) CF ACQUISITION CORP. VIII (Exact name of registrant as specified in its charter) Delaware 001-40206 85-2002883 (State or other jurisdiction of incorp |
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| August 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin |
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| August 23, 2023 |
United States securities and exchange commission logo August 23, 2023 Howard W. Lutnick Chief Executive Officer CF Acquisition Corp. VIII 110 East 59th Street New York, NY 10022 Re: CF Acquisition Corp. VIII Registration Statement on Form S-1 Filed August 14, 2023 File No. 333-273963 Dear Howard W. Lutnick: We have limited our review of your registration statement to those issues we have addressed |
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| August 14, 2023 |
Consent of James G. Reynolds to be named as a director. Exhibit 99.5 Consent to be Named as a Director In connection with the filing by CF Acquisition Corp. VIII of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and any and all amendments and s |
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| August 14, 2023 |
Exhibit 10.21 ETI-MNA LLC 300 First Stamford Place, Second Floor West Stamford, CT 06902 July 13, 2023 CF Acquisition Corp. VIII 110 East 59th Street New York, New York 10022 Email: [email protected] Attention: Chief Executive Officer Re: Approval Rights Dear Mr. Lutnick: Reference is made to that certain Agreement and Plan of Merger (the “Merger Agreement”) dated as of October 9, 2022 by and amon |
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| August 14, 2023 |
Consent of Andrej Jonovic to be named as a director. Exhibit 99.2 Consent to be Named as a Director In connection with the filing by CF Acquisition Corp. VIII of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and any and all amendments and s |
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| August 14, 2023 |
Form of the Combined Entity Bylaws. Exhibit 3.7 AMENDED AND RESTATED BYLAWS OF [NAME OF CORPORATION] ARTICLE I OFFICES Section 1. Offices. The registered office of the Corporation shall be in the State of Delaware. The Corporation may have offices at such other places both within and without the State of Delaware as the Board of Directors may from time to time determine or as may be necessary or convenient to the business of the Cor |
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| August 14, 2023 |
Approval Rights Agreement, dated as of July 13, 2023, by and between CF VIII and the Sponsor. Exhibit 10.20 CFAC Holdings VIII, LLC 110 East 59th Street New York, NY 10022 July 13, 2023 CF Acquisition Corp. VIII 110 East 59th Street New York, New York 10022 Email: [email protected] Attention: Chief Executive Officer Re: Approval Rights Dear Mr. Lutnick: Reference is made to that certain Agreement and Plan of Merger (the “Merger Agreement”) dated as of October 9, 2022 by and among CF Acquis |
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| August 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to CF ACQUISITION CORP. VIII (Exact name of reg |
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| August 14, 2023 |
As filed with the Securities and Exchange Commission on August 14, 2023 As filed with the Securities and Exchange Commission on August 14, 2023 Registration No. |
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| August 14, 2023 |
Form of the Combined Entity Charter. Exhibit 3.5 second AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF cf acquisition corp. viii CF Acquisition Corp. VIII, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify that: ONE: The original name of the Corporation was CF Finance Acquisition Corp. VIII and the present name of the Corpora |
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| August 14, 2023 |
Consent of Par Chadha to be named as a director. Exhibit 99.1 Consent to be Named as a Director In connection with the filing by CF Acquisition Corp. VIII of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and any and all amendments and s |
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| August 14, 2023 |
Consent of Marc A. Beilinson to be named as a director. Exhibit 99.4 Consent to be Named as a Director In connection with the filing by CF Acquisition Corp. VIII of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and any and all amendments and s |
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| August 14, 2023 |
Consent of J. Coley Clark to be named as a director. Exhibit 99.3 Consent to be Named as a Director In connection with the filing by CF Acquisition Corp. VIII of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and any and all amendments and s |
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| August 14, 2023 |
Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) CF Acquisition Corp. |
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| August 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| August 4, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| July 31, 2023 |
United States securities and exchange commission logo July 31, 2023 Howard Lutnick Chief Executive Officer CF Acquisition Corp. |
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| July 28, 2023 |
Hughes Hubbard & Reed LLP One Battery Park Plaza New York, New York 10004-1482 Telephone: +1 (212) 837-6000 Fax: +1 (212) 422-4726 hugheshubbard. |
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| July 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 TO SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Def |
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| July 24, 2023 |
United States securities and exchange commission logo July 24, 2023 Howard Lutnick Chief Executive Officer CF Acquisition Corp. |
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| July 17, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Def |
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| July 14, 2023 |
Hughes Hubbard & Reed LLP One Battery Park Plaza New York, New York 10004-1482 Telephone: +1 (212) 837-6000 Fax: +1 (212) 422-4726 hugheshubbard. |
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| May 25, 2023 |
United States securities and exchange commission logo May 25, 2023 Howard Lutnick Chief Executive Officer CF Acquisition Corp. |
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| May 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to CF ACQUISITION CORP. VIII (Exact name of re |
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| May 15, 2023 |
Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
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| May 12, 2023 |
Hughes Hubbard & Reed LLP One Battery Park Plaza New York, New York 10004-1482 Telephone: +1 (212) 837-6000 Fax: +1 (212) 422-4726 hugheshubbard. |
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| May 12, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Def |
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| April 26, 2023 |
United States securities and exchange commission logo April 26, 2023 Howard Lutnick Chief Executive Officer CF Acquisition Corp. |
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| April 25, 2023 |
CF ACQUISITION CORP. VIII 110 East 59th Street New York, New York 10022 CF ACQUISITION CORP. VIII 110 East 59th Street New York, New York 10022 April 25, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services Washington, D.C. 20549 Attention: Stephen Kim and Rufus Decker Re: CF Acquisition Corp. VIII Form 10-K for Fiscal Year Ended December 31, 2022 Filed March 29, 2023 File No. 001-40206 Dear Mr. Kim and Mr. |
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| April 25, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001- |
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| April 10, 2023 |
United States securities and exchange commission logo April 10, 2023 Howard Lutnick Chief Executive Officer CF Acquisition Corp. |
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| March 29, 2023 |
Description of Registered Securities.* Exhibit 4.5 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED As of December 31, 2022, CF Acquisition Corp. VIII (“we,” “our,” “us” or the “Company”) had the following three classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): (i) its units, consisting |
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| March 29, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40206 CF ACQUISITION |
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| March 17, 2023 |
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): March 14, 2023 CF ACQUISITION CORP. VIII (Exact name of registrant as specified in its charter) Delaware 001-40206 85-2002883 (State or other jurisdiction of incorporation) (Commissio |
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| March 17, 2023 |
Exhibit 3.1 THIRD AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CF ACQUISITION CORP. VIII Pursuant to Section 242 of the Delaware General Corporation Law CF ACQUISITION CORP. VIII (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, does hereby certify as follows: 1. The name of the Corporation is CF Acquisition Corp. VIII. The |
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| March 17, 2023 |
Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR UNDER THE SECURITIES LAWS OF ANY STATE. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR AN OPINION |
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| March 15, 2023 |
United States securities and exchange commission logo March 15, 2023 Howard Lutnick Chief Executive Officer CF Acquisition Corp. |
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| March 7, 2023 |
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): March 7, 2023 (March 6, 2023) CF ACQUISITION CORP. VIII (Exact name of registrant as specified in its charter) Delaware 001-40206 85-2002883 (State or other jurisdiction of incorporat |
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| February 14, 2023 |
CFFE / CF Acquisition Corp. VIII Class A / GLAZER CAPITAL, LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 CF Acquisition Corporation VIII (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 12520C109 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the r |
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| February 14, 2023 |
CFFE / CF Acquisition Corp. VIII Class A / Beryl Capital Management LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* CF Acquisition Corp. VIII (Name of Issuer) Class A Common Stock, par value $0.0001 (Title of Class of Securities) 12520C109 (CUSIP Number) September 30, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate t |
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| February 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin |
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| February 14, 2023 |
CFFE / CF Acquisition Corp. VIII Class A / Shaolin Capital Management LLC - CFFE Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* CF Acquisition Corp. VIII (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 12520C109 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to desi |
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| February 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| February 13, 2023 |
EX-FILING FEES 2 prem14a0223ex-feecfacq8.htm FILING FEE TABLE Exhibit 107 Calculation of Filing Fee Tables FORM PRE 14A (Form Type) CF Acquisition Corp. VIII (Exact Name of Registrant as Specified in its Charter) Title of each class of securities to be registered Aggregate number of securities to which transaction applies Proposed maximum aggregate value of transaction(2) Total fee(3) Common stock |
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| February 13, 2023 |
PREM14A 1 prem14a0223cfacqcorp8.htm PROXY STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as per |
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| February 13, 2023 |
CFFE / CF Acquisition Corp. VIII Class A / PERISCOPE CAPITAL INC. - SC 13G Passive Investment SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* CF Acquisition Corp VIII (Name of Issuer) Class A common stock, $0.0001 par value per share (Title of Class of Securities) 12520C109 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box |
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| February 9, 2023 |
SC 13G 1 p23-0525sc13g.htm CF ACQUISITION CORP. VIII SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* CF Acquisition Corp. VIII (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 12520C109 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Stat |
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| February 9, 2023 |
CFFE / CF Acquisition Corp. VIII Class A / Polar Asset Management Partners Inc. Passive Investment Securities and Exchange Commission, Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.)* (Name of Issuer) CF Acquisition Corp VIII (Title of Class of Securities) Class A common stock, par value $0.0001 per share (CUSIP Number) 12520C109 (Date of Event Which Requires Filing of this Statement) 12/31/2022 Check the appropriate box to designate the rule pursua |
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| February 3, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| January 25, 2023 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* CF Acquisition Corp. VIII (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 12520C109 (CUSIP Number) December 31, 2022 (Date of event which requires filing of this statement) Check the appropriate box to designate the |
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| November 14, 2022 |
EX-10.2 2 f10q0922ex10-2cfacq8.htm PROMISSORY NOTE OF THE COMPANY, DATED OCTOBER 14, 2022 Exhibit 10.2 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR |
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| November 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to CF ACQUISITION CORP. VIII (Exact name o |
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| October 11, 2022 |
Exhibit 10.2 SPONSOR SUPPORT AGREEMENT This SPONSOR SUPPORT AGREEMENT (this ?Agreement?) is made and entered into as of October 9, 2022, by and among CFAC Holdings VIII, LLC, a Delaware limited liability company (?Sponsor?), CF Acquisition Corp. VIII, a Delaware corporation (?Acquiror?), BTC International Holdings, Inc., a Delaware corporation (?Parent?) and XBP Europe, Inc., a Delaware corporatio |
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| October 11, 2022 |
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): October 11, 2022 (October 9, 2022) CF ACQUISITION CORP. VIII (Exact name of registrant as specified in its charter) Delaware 001-40206 85-2002883 (State or other jurisdiction of incor |
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| October 11, 2022 |
Exhibit 99.1 Exela Technologies Inc.?s European business to go Public Through Merger with CF Acquisition Corp. VIII ? Transaction values the European business at an enterprise value of $220 million ? Transaction is expected to close in the first half of 2023 ? Exela Technologies, Inc. will indirectly own a majority of the new public company, named XBP Europe Holdings, Inc. IRVING, Texas and NEW YO |
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| October 11, 2022 |
Exhibit 99.2 |
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| October 11, 2022 |
Exhibit 10.3 LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this ?Agreement?) is made and entered into as of October 9, 2022 by and among (i) XBP Europe, Inc., a Delaware corporation (the ?Company?), (ii) CF Acquisition Corp. VIII, a Delaware corporation (?Acquiror?) and (iii) BTC International Holdings, Inc., a Delaware corporation (?Holder?). Any capitalized term used but not defined in this Agreemen |
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| October 11, 2022 |
Exhibit 10.1 ULTIMATE PARENT SUPPORT AGREEMENT by and between CF ACQUISITION CORP. VIII, and ETI-XCV HOLDINGS, LLC Dated as of October 9, 2022 ULTIMATE PARENT SUPPORT AGREEMENT This ULTIMATE PARENT SUPPORT AGREEMENT (this ?Agreement?) is made and entered into as of October 9, 2022 by and between ETI-XCV Holding, LLC, a Delaware limited liability company (?Ultimate Parent?) whose sole member is Exe |
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| October 11, 2022 |
Exhibit 10.2 SPONSOR SUPPORT AGREEMENT This SPONSOR SUPPORT AGREEMENT (this ?Agreement?) is made and entered into as of October 9, 2022, by and among CFAC Holdings VIII, LLC, a Delaware limited liability company (?Sponsor?), CF Acquisition Corp. VIII, a Delaware corporation (?Acquiror?), BTC International Holdings, Inc., a Delaware corporation (?Parent?) and XBP Europe, Inc., a Delaware corporatio |
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| October 11, 2022 |
EX-99.1 6 ea166918ex99-1cfacquisit8.htm JOINT PRESS RELEASE OF CF VIII AND XBP EUROPE DATED OCTOBER 10, 2022 Exhibit 99.1 Exela Technologies Inc.’s European business to go Public Through Merger with CF Acquisition Corp. VIII ● Transaction values the European business at an enterprise value of $220 million ● Transaction is expected to close in the first half of 2023 ● Exela Technologies, Inc. will |
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| October 11, 2022 |
Exhibit 10.3 LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this ?Agreement?) is made and entered into as of October 9, 2022 by and among (i) XBP Europe, Inc., a Delaware corporation (the ?Company?), (ii) CF Acquisition Corp. VIII, a Delaware corporation (?Acquiror?) and (iii) BTC International Holdings, Inc., a Delaware corporation (?Holder?). Any capitalized term used but not defined in this Agreemen |
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| October 11, 2022 |
Exhibit 99.2 |
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| October 11, 2022 |
Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among CF ACQUISITION CORP. VIII, Sierra Merger Sub, Inc., BTC International Holdings, Inc., and XBP EUROPE, INC. dated as of October 9, 2022 TABLE OF CONTENTS Page Article I CERTAIN DEFINITIONS 2 Section 1.1. Definitions 2 Section 1.2. Other Definitions 18 Section 1.3. Construction 20 Section 1.4. Knowledge 20 Article II TRANSACTIONS; CLOSING 21 Sect |
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| October 11, 2022 |
Exhibit 10.1 ULTIMATE PARENT SUPPORT AGREEMENT by and between CF ACQUISITION CORP. VIII, and ETI-XCV HOLDINGS, LLC Dated as of October 9, 2022 ULTIMATE PARENT SUPPORT AGREEMENT This ULTIMATE PARENT SUPPORT AGREEMENT (this ?Agreement?) is made and entered into as of October 9, 2022 by and between ETI-XCV Holding, LLC, a Delaware limited liability company (?Ultimate Parent?) whose sole member is Exe |
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| October 11, 2022 |
425 1 ea166918-8k425cfacq8.htm CURRENT REPORT 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): October 11, 2022 (October 9, 2022) CF ACQUISITION CORP. VIII (Exact name of registrant as specified in its charter) Delaware 001-40206 85 |
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| October 11, 2022 |
Merger Agreement as of October 9, 2022, by and among CF VIII, Merger Sub, XBP Europe and the Parent. Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among CF ACQUISITION CORP. VIII, Sierra Merger Sub, Inc., BTC International Holdings, Inc., and XBP EUROPE, INC. dated as of October 9, 2022 TABLE OF CONTENTS Page Article I CERTAIN DEFINITIONS 2 Section 1.1. Definitions 2 Section 1.2. Other Definitions 18 Section 1.3. Construction 20 Section 1.4. Knowledge 20 Article II TRANSACTIONS; CLOSING 21 Sect |
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| September 30, 2022 |
EX-3.1 2 ea166575ex3-1cfacquisi8.htm SECOND AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF THE COMPANY Exhibit 3.1 SECOND AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CF ACQUISITION CORP. VIII Pursuant to Section 242 of the Delaware General Corporation Law CF ACQUISITION CORP. VIII (the “Corporation”), a corporation organized and existing under the laws |
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| September 30, 2022 |
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): September 30, 2022 (September 27, 2022) CF ACQUISITION CORP. VIII (Exact name of registrant as specified in its charter) Delaware 001-40206 85-2002883 (State or other jurisdiction of |
