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

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Preliminary Proxy Statement

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Confidential, for the use of the Commission only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material Pursuant to §240.14a-12

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XBP EUROPE HOLDINGS, INC.​

(Name of Registrant as Specified in its Charter)​

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)​

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Fee paid previously with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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PROXY STATEMENT
DATED JULY 15, 2025

XBP EUROPE HOLDINGS, INC.

To the Stockholders of XBP Europe Holdings, Inc.:

You are cordially invited to attend the 2025 Annual Meeting of XBP Europe Holdings, Inc., a Delaware corporation (“XBP” or the “Company”), which will be held on July 25, 2025, at 10:00 a.m., Eastern Time, or at such other time, on such other date and at such other place to which the meeting may be postponed or adjourned (the “Annual Meeting”). The Company will be holding the Annual Meeting via a live webcast at www.virtualshareholdermeeting.com/XBP2025.

The accompanying notice of the Annual Meeting and proxy statement describe the business the Company will conduct at the Annual Meeting and provide information about the Company that you should consider when you vote your shares. As more fully described in the accompanying proxy statement, which is dated July 15, 2025, and is first being mailed to stockholders on or about July 15, 2025, the Annual Meeting will be held for the purpose of considering and voting on the following proposals (collectively, the “Proposals”):

(1)

The Director Election Proposal (Proposal 1) — To consider and vote upon a proposal to elect two directors to serve on the board of directors until the 2028 annual meeting of stockholders or until such earlier time as may result from the approval of Proposal 3C and until their respective successors are duly elected and qualified (the “Director Election Proposal”);

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(2)

The Auditor Ratification Proposal (Proposal 2) — To consider and vote upon a proposal to ratify the appointment of UHY LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025 (the “Auditor Ratification Proposal”);

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(3)

Charter Amendment Proposals — To approve and adopt an amendment and restatement to the second amended and restated certificate of incorporation of XBP (the “XBP Charter”), as set out in the draft third amended and restated version of XBP Charter appended to this proxy statement as Annex A (the “Amended Charter”), for the following amendments (collectively, the “Charter Amendment Proposals”):

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(A)

Name Change — To provide that the name of XBP shall be changed to “XBP Global Holdings, Inc.” ​(Proposal 3A);

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(B)

Increase in Authorized Shares — To increase the number of authorized shares from 210,000,000, consisting of 200,000,000 shares of common stock, each with a par value of $0.0001 (“XBP common stock” or “our common stock”), and 10,000,000 shares of preferred stock, each with a par value of $0.0001 (“XBP preferred stock”), to 420,000,000 consisting of 400,000,000 shares of XBP common stock, and 20,000,000 shares of XBP preferred stock (Proposal 3B);

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(C)

75% Approval Provisions — To amend certain provisions in the XBP Charter (a) to remove the existing staggered board, (b) to reestablish the right for stockholders to vote by written consent without a meeting except in the case of (i) the election of directors and (ii) the approval of a merger, consolidation, conversion, or sale of all or substantially all assets, and (c) to amend the existing corporate opportunities waiver to clarify the circumstances where the waiver will not apply (Proposal 3C); and

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(D)

Amendment and Restatement of the XBP Charter — Conditioned upon the receipt of the requisite vote on Proposals 3A to 3C, to approve the proposed Amended Charter in the form attached as Annex A hereto, which includes the approval of all other changes in the proposed

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Amended Charter in connection with replacing the existing XBP Charter with the proposed Amended Charter and making any conforming amendments should any proposal fail to pass (Proposal 3D).

(4)

The Nasdaq Proposal (Proposal 4) — To consider and vote upon a proposal to approve, for purposes of complying with Nasdaq Listing Rule 5635, the issuance of up to 88,432,239 newly issued shares of XBP common stock plus any shares of our common stock that may be purchased by ETI or its affiliates to satisfy certain funding obligations under the Plan, which amount will be determined as described in more detail in the accompanying proxy statement (the “Nasdaq Proposal”);

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(5)

The Reverse Stock Split Proposal (Proposal 5) — To adopt an amendment to the XBP Charter to effect a reverse split of XBP’s outstanding common stock at a ratio in the range of 1-for-3 to 1-for-15, to be determined at the discretion of XBP’s board of directors and publicly announced during 2025, whereby each outstanding 3 to 15 shares would be combined, converted and changed into 1 share of XBP common stock (the “Reverse Stock Split Proposal”);

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(6)

The Stock Plan Amendment Proposal (Proposal 6) — To adopt an amendment to the XBP Europe Holdings, Inc. 2024 Stock Incentive Plan to (i) increase the number of shares of common stock authorized for issuance thereunder by a fixed amount of 5,000,000 shares and (ii) conditionally increase the share reserve to ensure that, if Proposal 4 is approved, and the Restructuring (as defined in and described in more detail in the accompanying proxy statement ) is consummated, the total number of shares authorized under the Stock Plan equals 10% of the Company’s total common stock outstanding immediately following the completion of the Restructuring (the “Stock Plan Amendment Proposal”); and

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(7)

The Adjournment Proposal (Proposal 7) — To consider and vote upon a proposal to adjourn the Annual Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Annual Meeting, there are not sufficient votes to approve the Director Election Proposal, the Auditor Ratification Proposal, the Charter Amendment Proposals, the Nasdaq Proposal, the Reverse Stock Split Proposal or the Stock Plan Amendment Proposal. We refer to this Proposal 7 as the “Adjournment Proposal.”

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If you have any questions or need assistance with voting your XBP common stock, please contact us at investors@xbpeurope.com. The proxy statement and the notice of the Annual Meeting will be available at www.virtualshareholdermeeting.com/XBP2025.

The proxy statement provides you with detailed information about the Proposals and other matters to be considered at the Annual Meeting of XBP’s stockholders. We encourage you to carefully read the entire proxy statement, including all annexes attached hereto.

Your vote is important regardless of the number of shares you own. Whether you plan to attend the Annual Meeting or not, please sign, date, and return the proxy card accompanying the proxy statement as soon as possible in the envelope provided. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.

Whether or not you plan to attend the Annual Meeting, we urge you to read the accompanying proxy statement, including the financial statements and annexes and other documents referred to therein, carefully and in their entirety. IN PARTICULAR, YOU SHOULD CAREFULLY CONSIDER THE MATTERS DISCUSSED UNDER “RISK FACTORS” BEGINNING ON PAGE 19 OF THE ACCOMPANYING PROXY STATEMENT.

After careful consideration, XBP’s board of directors has determined that each of the Proposals is fair to and in the best interests of XBP and its stockholders and has approved such proposals. The XBP Board recommends that stockholders vote “FOR”:

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the Director Election Proposal;

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the Auditor Ratification Proposal;

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each of the Charter Amendment Proposals;

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the Nasdaq Proposal;

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the Reverse Stock Split Proposal;

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the Stock Plan Amendment Proposal; and

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the Adjournment Proposal, if it is presented at the Annual Meeting.

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When you consider the recommendation of the XBP board of directors of these proposals, you should keep in mind that directors and officers of XBP have interests that may conflict with your interests as a stockholder. Our Executive Chairman, Mr. Par Chadha, is also the Executive Chairman of Exela Technologies, Inc. (“ETI”), which indirectly holds approximately 26.9% of the Allowed Notes Claims (as defined within). ETI is expected to beneficially own between approximately 15.9% and 27.9% of XBP common stock upon the conclusion of the Restructuring (taking into account shares issuable upon cash exercise of a warrant to be issued in connection with the Restructuring, but without taking into account any shares of our common stock that may be purchased by ETI or its affiliates to satisfy certain funding obligations as described in the accompanying proxy statement). Messrs. Chadha and Andrej Jonovic, our CEO and director, could be deemed to be affiliated with shareholders that together control ETI, and Mr. Chadha is Mr. Jonovic’s father-in-law. Mr. Jonovic, our CEO, shall remain on our board of directors following the Restructuring in accordance with the Plan. Two of our existing board members, Messrs. J. Coley Clark and James G. Reynolds, also serve on the board of the BPA Group (as defined within). Each of our directors holds capital stock in both ETI and XBP, and each of our directors will receive a release of claims from the Debtors as part of the Plan (as such terms are defined within). All of our directors other than Mr. Jonovic were at one time directors of ETI. Our executive officers, Messrs. Jonovic, Avramovic and Robu may be entitled to enhanced severance benefits under our Severance Plan (as defined herein) for 24 months following the Restructuring.

As of the date hereof, BTC International Holdings, Inc. (“BTC”) owns approximately 60.7% of the issued and outstanding shares of XBP common stock. BTC has informed us it intends to vote the shares of XBP common stock owned by BTC in favor of the Proposals. XBP’s directors and executive officers, who collectively own approximately 10.5% of the issued and outstanding shares of XBP common stock have also informed us they intend to vote in favor of the Proposals. Because shares owned by BTC and such directors and officers collectively represent approximately 71.2% of the issued and outstanding shares of XBP common stock, we believe that the approval of all of the Proposals (other than Proposal 3C, which requires the vote of 75% of the outstanding shares of XBP common stock) is effectively assured.

The Notice of Annual Meeting and accompanying proxy statement, a proxy or voting instruction card and our 2024 Annual Report to Stockholders will be first mailed to you and to other stockholders of record commencing on or about July 15, 2025.

On behalf of the XBP board, I would like to thank you for your support and look forward to a successful Annual Meeting.

Very truly yours,

Par Chadha
Executive Chairman
XBP Europe Holdings, Inc.

July 15, 2025

 

 

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JULY 25, 2025

TO THE STOCKHOLDERS OF XBP EUROPE HOLDINGS, INC.:

NOTICE IS HEREBY GIVEN that the 2025 Annual Meeting of stockholders (the “Annual Meeting”) of XBP Europe Holdings, Inc., a Delaware corporation (“XBP” or the “Company”), will be held virtually at www.virtualshareholdermeeting.com/XBP2025 at 10:00 a.m. (Eastern Time), on July 25, 2025. Details on how to participate are more fully described in the accompanying proxy statement. At the Annual Meeting, XBP stockholders will be asked to consider and vote upon the following proposals (collectively, the “Proposals”).

You are cordially invited to attend the Stockholders Meeting, which will be held for the following purposes:

(1)

The Director Election Proposal (Proposal 1) — To consider and vote upon a proposal to elect two directors to serve on the board of directors until the 2028 annual meeting of stockholders or until such earlier time as may result from the approval of Proposal 3C and until their respective successors are duly elected and qualified (the “Director Election Proposal”);

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(2)

The Auditor Ratification Proposal (Proposal 2) — To consider and vote upon a proposal to ratify the appointment of UHY LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025 (the “Auditor Ratification Proposal”);

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(3)

Charter Amendment Proposals — To approve and adopt an amendment and restatement to the second amended and restated certificate of incorporation of XBP (the “XBP Charter”), as set out in the draft third amended and restated version of XBP Charter appended to the proxy statement as Annex A (the “Amended Charter”), for the following amendments (collectively, the “Charter Amendment Proposals”):

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(A)

Name Change — To provide that the name of XBP shall be changed to “XBP Global Holdings, Inc.” ​(Proposal 3A);

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(B)

Increase in Authorized Shares — To increase the number of authorized shares from 210,000,000, consisting of 200,000,000 shares of common stock, each with a par value of $0.0001 (“XBP common stock” or “our common stock”), and 10,000,000 shares of preferred stock, each with a par value of $0.0001 (“XBP preferred stock”), to 420,000,000 consisting of 400,000,000 shares of XBP common stock, and 20,000,000 shares of XBP preferred stock (Proposal 3B);

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(C)

75% Approval Provisions — To amend certain provisions in the XBP Charter (a) to remove the existing staggered board, (b) to reestablish the right for stockholders to vote by written consent without a meeting except in the case of (i) the election of directors and (ii) the approval of a merger, consolidation, conversion, or sale of all or substantially all assets, and (c) to amend the existing corporate opportunities waiver to clarify the circumstances where the waiver will not apply (Proposal 3C); and

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(D)

Amendment and Restatement of the XBP Charter — Conditioned upon the receipt of the requisite vote on Proposals 3A to 3C, to approve the proposed Amended Charter in the form attached as Annex A hereto, which includes the approval of all other changes in the proposed Amended Charter in connection with replacing the existing XBP Charter with the proposed Amended Charter and making any conforming amendments should any proposal fail to pass (Proposal 3D).

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(4)

The Nasdaq Proposal (Proposal 4) — To consider and vote upon a proposal to approve, for purposes of complying with Nasdaq Listing Rule 5635, the issuance of up to 88,432,239 newly

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issued shares of XBP common stock plus any shares of our common stock that may be purchased by ETI or its affiliates to satisfy certain funding obligations under the Plan, which amount will be determined as described in more detail in the accompanying proxy statement (the “Nasdaq Proposal”);

(5)

The Reverse Stock Split Proposal (Proposal 5) — To adopt an amendment to the XBP Charter to effect a reverse split of XBP’s outstanding common stock at a ratio in the range of 1-for-3 to 1-for-15, to be determined at the discretion of XBP’s board of directors and publicly announced during 2025, whereby each outstanding 3 to 15 shares would be combined, converted and changed into 1 share of XBP common stock (the “Reverse Stock Split Proposal”);

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(6)

The Stock Plan Amendment Proposal (Proposal 6) — To adopt an amendment to the XBP Europe Holdings, Inc. 2024 Stock Incentive Plan to (i) increase the number of shares of common stock authorized for issuance thereunder by a fixed amount of 5,000,000 shares and (ii) conditionally increase the share reserve to ensure that, if Proposal 4 is approved, and the Restructuring (as defined in and described in more detail in the accompanying proxy statement ) is consummated, the total number of shares authorized under the Stock Plan equals 10% of the Company’s total common stock outstanding immediately following the completion of the Restructuring (the “Stock Plan Amendment Proposal”); and

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(7)

The Adjournment Proposal (Proposal 7) — To consider and vote upon a proposal to adjourn the Annual Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Annual Meeting, there are not sufficient votes to approve the Director Election Proposal, the Auditor Ratification Proposal, the Charter Amendment Proposals, the Nasdaq Proposal, the Reverse Stock Split Proposal or the Stock Plan Amendment Proposal. We refer to this Proposal 7 as the “Adjournment Proposal.”

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Only holders of record of XBP common stock at the close of business on June 12, 2025 (the “Record Date”) are entitled to notice of the Annual Meeting and to vote at the Annual Meeting and any adjournments or postponements of the Annual Meeting. As of the Record Date, there were 35,915,548 shares of XBP common stock outstanding and entitled to vote at the Annual Meeting. Each share of XBP common stock is entitled to one vote per share on any matter presented to stockholders at the Annual Meeting.

The approval of the Auditor Ratification Proposal, the Nasdaq Proposal, the Reverse Stock Split Proposal, the Stock Plan Amendment Proposal and the Adjournment Proposal requires the affirmative vote of a majority of the issued and outstanding shares of XBP common stock as of the Record Date cast by the stockholders represented in person or by proxy and entitled to vote thereon at the Annual Meeting. The approval of the Charter Amendment Proposals (other than Proposal 3C) requires the affirmative vote of a majority of the issued and outstanding shares of XBP common stock as of the Record Date entitled to vote thereon. The approval of Proposal 3C requires the affirmative vote of 75% of the voting power of all of the then-outstanding shares of capital stock of XBP entitled to vote generally in the election of directors at the meeting voting together as a single class. The approval of the Director Election Proposal requires a plurality vote of the shares of XBP common stock cast by the stockholders represented in person or by proxy and entitled to vote thereon at the Annual Meeting.

Your vote is important regardless of the number of shares you own. Whether you plan to attend the Annual Meeting or not, please sign, date, and return the proxy card accompanying the proxy statement as soon as possible in the envelope provided. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.

Your attention is directed to the proxy statement (including the annexes hereto) for a more complete description of each of the Proposals. We encourage you to read the proxy statement carefully. If you have any questions or need assistance voting your shares, please contact us at investors@xbpeurope.com.

By Order of the Board of Directors of
XBP Europe Holdings, Inc.

July 15, 2025

 

 

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE ANNUAL STOCKHOLDER MEETING TO BE HELD ON JULY 25, 2025 AT 10:00 a.m. (EASTERN TIME):

This Notice of Annual Meeting, the related proxy statement, a form of proxy and the Annual Report on Form 10-K for the year ended December 31, 2024, as amended, are available at our website at: https://www.xbpeurope.com/ and at www.virtualshareholdermeeting.com/XBP2025

IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS.

 

 

TABLE OF CONTENTS

 

 

EXPLANATORY NOTE

XBP Europe Holdings, Inc.’s (“XBP,” the “Company,” “we,” “us,” and “our”) acquisition (the “Acquisition”) of its affiliate, Exela Technologies BPA, LLC (collectively with its subsidiaries, the “BPA Group” ), subject to certain conditions, on July 3, 2025, as further described below, has been determined to be significant under Rule 3-05 of Regulation S-X. As such, and in accordance with SEC requirements, this proxy statement includes audited financial statements of the BPA Group for the two most recent fiscal years required, as well as unaudited interim financial statements for the three-month period ended March 31, 2025. Management’s Discussion and Analysis of Financial Condition and Results of Operations for the BPA Group for the year ended December 31, 2024 and the three-month period ended March 31, 2025 is also included to provide shareholders with a better understanding of the historical performance of the acquired business.

In addition, we have included unaudited pro forma condensed combined financial statements to illustrate the estimated effects of the Acquisition and related restructuring resulting from the BPA Group exiting Bankruptcy (the “Restructuring”) on our consolidated financial position and results of operations as further described below. These pro forma financial statements are provided for informational purposes only and are not necessarily indicative of the results that would have been achieved had the transactions occurred on the dates assumed, nor are they necessarily indicative of future results.

 

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BACKGROUND

Business of the BPA Group and the Chapter 11 Cases

The BPA Group is a global provider of transaction processing solutions, enterprise information management, document management and digital business process services. The BPA Group’s technology-enabled solutions allow global organizations to address critical challenges resulting from the massive amounts of data obtained and created through their daily operations. The BPA Group’s solutions address the life cycle of transaction processing and enterprise information management, from enabling payment gateways and data exchanges across multiple systems, to matching inputs against contracts and handling exceptions, to ultimately depositing payments and distributing communications. The BPA Group believes that its process expertise, information technology capabilities and operational insights enable its customers’ organizations to more efficiently and effectively execute transactions, make decisions, drive revenue and profitability, and communicate critical information to their employees, customers, partners, and vendors.

The BPA Group draws on the business and technical expertise of its talented and diverse global workforce to provide its customers with high-quality services. The BPA Group’s business leaders bring a strong diversity of experience in our industry and a track record of successful performance and execution. As of March 31, 2025, the BPA Group had approximately 11,000 employees globally, with 4,600 employees located in the Americas and the remainder located primarily in India and the Philippines.

The BPA Group leases and owns numerous facilities worldwide with larger concentrations of space in Texas, Michigan, Connecticut, California, India, Mexico, and the Philippines. The BPA Group’s owned and leased facilities house general offices, sales offices, service locations, and production facilities. The size of the BPA Group’s active property portfolio as of March 31, 2025 was approximately 1.7 million square feet comprised of approximately 65 leased properties and 3 owned properties.

On March 3, 2025, the BPA Group, and certain of its subsidiaries and affiliates (collectively, the “Debtors”) commenced voluntary cases under chapter 11 of title 11 of the United States Code §§ 101-1532 (the “Chapter 11 Cases”) in the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”). The Chapter 11 Cases are being jointly administered under the caption In re DocuData Solutions, L.C., Case No. 25-90023 (CML). The subsidiaries and affiliates of the BPA Group other than the Debtors (and other than us) are immaterial.

Prior to the closing of its acquisition by us, the BPA Group acquired its affiliate Neon Acquisition, LLC pursuant to a Contribution Agreement, dated as of July 15, 2025, with its parent company, and our indirect owner, Exela Technologies, Inc. (“ETI”).

Acquisition of the BPA Group

On July 3, 2025, pursuant to a Membership Interest Purchase Agreement (the “MIPA”), we purchased, subject to certain terms and conditions, the BPA Group, which comprises the American and Asian operating business of our indirect parent company ETI. A copy of the MIPA is attached as Annex B to this proxy statement.

The BPA Group was acquired for nominal consideration since almost all of the material assets of the BPA Group are held by entities that filed the Chapter 11 Cases. If the Debtors fail to emerge from Chapter 11 before August 7, 2025, including as a result of the failure to obtain the approval of the proposals relevant to the Restructuring contained in this proxy statement, the parties to the MIPA have agreed to rescind the acquisition of the BPA Group and to restore the status quo ante the acquisition unless an extension is agreed among the parties to the MIPA and certain other interested stakeholders. In addition, in the MIPA, we agreed to restructure the transactions, if necessary, to achieve greater tax efficiencies, including by rescinding the transactions, provided that the benefits received by us in such alternate transaction are substantially

 

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the same as those obtained in the MIPA. Such restructuring may include transferring another affiliated entity or shares or equity therein, including shares of our indirect parent, in all cases subject to applicable laws and regulations.

Plan of Reorganization

On May 7, 2025, the Debtors filed a plan of reorganization in the Chapter 11 Cases (as amended, the “Plan”) and a disclosure statement describing the Plan (the “Disclosure Statement”). The Debtors received conditional approval of the Disclosure Statement and the Bankruptcy Court approved procedures pursuant to which the Debtors solicited votes to accept or reject the Plan. The majority of the Debtors’ creditors that were entitled to vote on the Plan accepted it. On June 23, 2025, the Bankruptcy Court approved the Disclosure Statement on a final basis and confirmed the Plan.

On July 3, 2025, we entered into a Transaction Support Agreement (the “Transaction Support Agreement”) with the Debtors. In the Transaction Support Agreement we and the Debtors have agreed, among other things, to support and take all commercially reasonable actions necessary and appropriate to facilitate the Restructuring contemplated by the Plan, including seeking the shareholder approvals for Proposals 3 to 5, as further described in this proxy statement, and thereafter issuing up to 88,432,239 shares of XBP common stock as contemplated by the Plan (excluding any shares of our common stock that may be purchased by ETI or its affiliates to satisfy certain funding obligations under the Plan). A copy of the Transaction Support Agreement is attached as Annex C to this proxy statement.

The Plan incorporates the terms of a global and comprehensive settlement reached in the Chapter 11 Cases among the Debtors, an ad hoc group of holders of the Debtors’ 11.5% secured notes due 2026 (the claims associated with such notes the “Allowed Notes Claims”) and such lenders, the “Consenting Creditors”), ETI, certain non-Debtor subsidiaries of ETI other than us (together with ETI, the “Consenting ETI Entities “), and the official committee of unsecured creditors appointed in the Chapter 11 Cases. The material terms of the Restructuring contemplated under the Plan are set forth below. Capitalized terms used below but not defined herein have the meanings given such terms in the Plan. A copy of the Plan is available at the Debtors’ restructuring website: https://cases.omniagentsolutions.com/?clientId=3734.

Equitization.

Before any new issuance of XBP common stock by us, XCV-EMEA, LLC (“XCV-EMEA”) another of our indirect parent companies, will cause all of the shares of our common stock held by its subsidiary BTC International Holdings Inc. (“BTC”), our largest shareholder, to be distributed to the holders of Allowed Notes Claims (including ETI), to satisfy XCV-EMEA’s guarantee of certain of the Secured Debt.

Claims of holders of Allowed Notes Claims, other than ETI, will also be satisfied by the distribution of up to 65,379,644 shares of newly issued XBP common stock. The Allowed Notes Claims of ETI will also be satisfied by the distribution of up to 20,021,004 shares of newly issued XBP common stock and warrants in respect of 6,632,418 shares of newly issued XBP common stock.

Certain backstop and funding fees notionally payable in the equity of the Debtors will be satisfied in exchange for up to 8,507,181 shares of our newly-issued XBP common stock.

Cash Payments.   Holders of allowed general unsecured claims will receive cash consideration through either pro rata participation in a general unsecured claims cash recovery or election to participate in a convenience class recovery, all as described in the Plan. All other claims are either unimpaired or receive no recovery, as set forth in the Plan.

DIP Financing.   The Chapter 11 Cases are being financed by $185 million in post-petition loans and advances to the Debtors, comprising $80 million of New Money Loans and $105 million of Roll-Up Loans (prior loans that will not be equitized).

On the Plan Effective Date, in accordance with the Plan we will acquire XCV-EMEA, but only upon the conclusion of the Restructuring transactions described below, and only after which XCV-EMEA no longer owns our shares.

 

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Exit Financing.   On the Effective Date of the Plan:

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XBP or the ETI Consenting Parties will provide funding to the Debtors in an amount of $18 million (which amount, if funded by us, will require additional borrowings). If funded by the ETI Consenting Parties, the ETI Consenting Parties can elect to provide the funding in exchange for Rollover Exit Notes to be issued in connection with the Exit Facility described below or in exchange for newly issued XBP common stock at Plan Equity Value.

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The BPA Group will enter into an Exit Facility pursuant to which all DIP Obligations shall be converted into Rollover Exit Notes on a cashless basis, except as otherwise provided for a portion of the Sub-Group DIP Lenders’ DIP Obligations, as detailed in the Plan.

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The BPA Group will also enter into a supplemental exit facility (“Exit Facility”) to replace or refinance the Debtors’ senior secured prepetition term loan facility dated as of July 11, 2023 (the “Blue Torch Facility”) in the aggregate principal amount of $38,885,000, plus accrued and unpaid interest, fees, and expenses, with either (a) the New Blue Torch Facility or (b) the Gates Exit Facility; provided that if the Debtors enter into the Gates Exit Facility, the Blue Torch Facility, including any related guarantees, will be repaid with the proceeds of the Gates Exit Facility.

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The Consenting ETI Entities shall be bound by a commitment to pay (a) the first $15 million of Transaction Tax Liability and (b) any Transaction Tax Liability in excess of $25 million, with any amounts of the Transaction Tax Liability between $15 million and $25 million being the obligation of the BPA Group. The Consenting ETI Entities may satisfy the Transaction Tax Liability through the purchase of Rollover Exit Notes to be issued in connection with the Exit Facility or in exchange for newly issued XBP common stock at Plan Equity Value.

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The BPA Group will continue or replace its existing securitization programs.

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Shareholder Rights Agreement

Pursuant to the Plan, the board of directors of the Company expects to adopt a Shareholder Rights Agreement (the “Rights Agreement”) to protect shareholders from unsolicited takeovers. This agreement, often referred to as a “poison pill,” grants one right per common share, exercisable if any entity acquires 30% or more of XBP’s common stock (subject to exceptions including existing holdings and shares issuable pursuant to the Plan). Upon such an event, each right allows holders, except the acquiring person, to purchase additional shares at a significant discount, diluting the acquirer’s stake. The Rights Agreement aims to ensure a fair acquisition process, preserving shareholder value during potential hostile takeover attempts. However, it may limit shareholders’ ability to sell their shares at a premium. The rights are set to expire eighteen months from the date of adoption, unless redeemed or exchanged earlier by the Board.

Registration Rights Agreement

Pursuant to the Plan, XBP expects to enter into a Registration Rights Agreement granting registration rights to persons receiving shares of XBP common stock in the Restructuring (the “Holders”). The Registration Rights Agreement grants certain Holders of the outstanding XBP common stock certain rights to register such shares, including through shelf registrations on Form S-3 or Form S-1, which the Company must file and maintain effective to allow resale of the shares on a delayed or continuous basis. Such holders may request demand registrations for their shares, provided the offering meets certain financial thresholds, and they will be entitled to participate in piggyback takedowns when XBP registers its own securities. The Registration Rights Agreement will also include provisions for underwriting, lock-up periods restricting sales before and after offerings, and XBP’s undertakings to facilitate registrations, cover registration expenses, and provide indemnification and contribution for liabilities arising from registration statements.

Governance

In connection with the Restructuring, if implemented, and as part of the Plan, we are seeking certain amendments to our certificate of incorporation (as described in this proxy statement) and separately we will increase the size of our Board to seven (7) directors, and provide the Consenting Creditors a one-time

 

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right to designate four (4) nominees for appointment to our Board on behalf of all the recipients of our common stock under the Plan, and a lead independent director will be selected from the independent directors by a majority vote of the directors. Messrs. Akins and Clark will be required to resign effective prior to such appointment leaving Messrs. Chadha, Jonovic and Reynolds to continue serving on the Board. As of the date of this proxy statement, the four (4) new director nominees have not been finalized or been engaged by the Company to serve upon the consummation of the Restructuring.

ABOUT THIS DOCUMENT

This document constitutes a notice of meeting and a proxy statement of XBP under Section 14(a) of the Exchange Act.

You should rely only on the information contained in this proxy statement. No one has been authorized to provide you with information that is different from that contained in this proxy statement. This proxy statement is dated as of the date set forth on the cover hereof. You should not assume that the information contained in this proxy statement is accurate as of any date other than that date. Neither the mailing of this proxy statement to XBP stockholders nor the issuance by XBP of its common stock in connection with the Restructuring will create any implication to the contrary.

MARKET AND INDUSTRY DATA

To the extent this proxy statement contains information concerning the market and industry in which XBP and BPA Group conduct their business, note that XBP and the BPA Group operate in industries in which it is difficult to obtain precise industry and market information. XBP has obtained any market and industry data in this proxy statement from industry publications and from surveys or studies conducted by third parties that it believes to be reliable. XBP is not aware of any misstatements regarding any industry data presented in this proxy statement, such data involves risks and uncertainties and is subject to change based on various factors, including those discussed under the section entitled “Risk Factors” in this proxy statement.

FREQUENTLY USED TERMS

In this document:

Unless otherwise stated or unless the context otherwise requires, the terms, the “Company,” “we,” “us,” “our,” and “XBP” refer to XBP Europe Holdings, Inc. Expected share counts and percentages for Avenue, ETI and Gates share counts are based on the amount of Allowed Notes Claims held by each of these parties as of the date of this proxy statement.

“Acquisition” means the transactions contemplated by the MIPA and described in the Explanatory Note and Background.

“Amended Charter” means the third amended and restated certificate of incorporation of XBP to be adopted by XBP pursuant to the Charter Amendment Proposals.

“Annual Meeting” means the Annual Meeting of the stockholders of XBP, to be held virtually at www.virtualshareholdermeeting.com/XBP2025, on July 25, 2025.

“Avenue Capital” means Avenue RP Opportunities Fund, L.P, Avenue Global Dislocation Opportunities Fund, L.P. and Avenue Global Opportunities Master Fund LP, themselves or through one or more of their managed funds, a holder of Allowed Notes Claims, and a prospective lender to the BPA Group, expected to hold between 12,057,745 and 13,968,650 shares of XBP common stock as a result of the Restructuring, including between 9,520,426 to 11,029,217 newly issued shares.

“Board” or “XBP Board” means the board of directors of XBP.

“BPA Group” has the meaning given in the Background.

“Business Combination” means the transactions consummated pursuant the Agreement and Plan of Merger, dated as of October 9, 2022, by and among CF VIII, Merger Sub, BTC International and XBP Europe, Inc. (which closed on November 29, 2023 and pursuant to which our company ceased being wholly-owned by ETI).

 

5

 

“Code” means the Internal Revenue Code, as amended.

“Continental” means Continental Stock Transfer & Trust Company, the transfer agent.

“DGCL” means the General Corporation Law of the State of Delaware, as amended.

“ETI” or “Exela” means Exela Technologies, Inc., a Delaware corporation, expected to hold, through its subsidiaries, between 19,784,933 and 34,729,782 shares of XBP common stock as a result of the Restructuring, including between 15,621,576 to 27,421,569 newly issued shares (in each case taking into account the shares issuable upon exercise of the warrant issued in connection with the Restructuring, but without taking into account any shares of our common stock that may be purchased by ETI or its affiliates to satisfy certain funding obligations under the Plan). For clarity, in counting shares and percentages of ETI and its affiliates or subsidiaries as used in this proxy statement such amounts do not include any entities other than shares held or to be held by ETI, GP 3XCV LLC and XCV-STS, LLC.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Gates Capital” means Gates Capital Management, itself or through one or more of its managed funds, a holder of Allowed Notes Claims, and a prospective lender to the BPA Group, expected to hold between 30,160,923 and 34,389,832 shares of XBP common stock as a result of the Restructuring, including between 23,814,139 and 27,153,156 newly issued shares.

“Plan” has the meaning set forth in the Background.

“Proposals” means the Director Election Proposal, the Auditor Ratification Proposal, the Charter Amendment Proposals, the Nasdaq Proposal, the Reverse Stock Split Proposal, the Stock Plan Amendment Proposal and the Adjournment Proposal.

“Restructuring” has the meaning given in the Explanatory Note.

“SEC” means the U.S. Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended.

“UHY” means UHY LLP, XBP’s independent registered public accounting firm.

“U.S. GAAP” means generally accepted accounting principles in the United States.

“Warrants” means warrants to purchase shares of XBP common stock.

“XBP” means XBP Europe Holdings, Inc., a Delaware corporation, which will be renamed “XBP Global Holdings, Inc.” in connection with the Restructuring to reflect our expanded global operations following the Acquisition of the BPA Group.

“XBP common stock” means the common stock, par value $0.0001 per share, of XBP.

“XBP Charter” or “Charter” means XBP’s second amended and restated certificate of incorporation as filed with the Secretary of State of the State of Delaware on November 29, 2023.

“XBP Global” as used in this proxy statement refers to XBP after giving effect to the Restructuring.

 

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement contains forward-looking statements regarding, among other things, the plans, strategies, and prospects, both business and financial, of XBP. These statements are based on the beliefs and assumptions of the management of XBP. Although XBP believes that its plans, intentions, and expectations reflected in or suggested by these forward-looking statements are reasonable, XBP cannot assure you that it will achieve or realize these plans, intentions, or expectations. Forward-looking statements are inherently subject to risks, uncertainties, and assumptions. Generally, statements that are not historical facts, including statements concerning possible or assumed future actions, business strategies, events, or results of operations, are forward-looking statements. These statements may be preceded by, followed by or include the words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” or similar expressions, but the absence of these words does not mean that a statement is not forward-looking. XBP’s independent auditor has not examined, compiled or otherwise applied procedures with respect to the accompanying forward-looking financial information presented herein and, accordingly, expresses no opinion or any other form of assurance on it. The report of UHY included in this proxy statement relates to historical financial information of XBP. The report does not extend to the forward-looking information and should not be read as if it does. Forward-looking statements contained in this proxy statement include, but are not limited to, statements about:

•

the ability of XBP following the Restructuring, to realize the benefits from the Acquisition;

​

•

the ability of XBP to maintain the listing of XBP common stock on Nasdaq following the Restructuring;

​

•

future financial performance following the Restructuring;

​

•

public securities’ potential liquidity and trading;

​

•

the impact from the outcome of any known and unknown litigation;

​

•

the ability of XBP to forecast and maintain an adequate rate of revenue growth and appropriately plan its expenses;

​

•

expectations regarding future expenditures of XBP following the Restructuring;

​

•

the future mix of revenue and effect on gross margins of XBP following the Restructuring;

​

•

the attraction and retention of qualified directors, officers, employees, and key personnel of XBP;

​

•

the ability of XBP to compete effectively in a competitive industry;

​

•

expectations concerning the relationships and actions of BPA and its affiliates with third parties;

​

•

the impact from future regulatory, judicial, and legislative changes in XBP’s industry;

​

•

future arrangements with, or investments in, other entities or associations;

​

•

intense competition and competitive pressures from other companies in the industries in which XBP will operate; and

​

•

other factors detailed under the section entitled “Risk Factors.”

​

These forward-looking statements are based on information available as of the date of this proxy statement, and current expectations, forecasts, and assumptions, and involve a number of risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

In addition, statements that XBP “believes” and similar statements reflect such party’s beliefs and opinions on the relevant subject. These statements are based upon information available to such party as of the date of this proxy statement, and while such party believes such information forms a reasonable basis for such statements, such information may be limited or incomplete, and these statements should not be read

 

7

 

to indicate that XBP has conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.

As a result of a number of known and unknown risks and uncertainties, the actual results or performance of XBP may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause XBP’s actual results to differ include:

•

the outcome of any legal or regulatory proceedings that have been, or may be, instituted in the future against XBP;

​

•

the risk that the proposed transaction disrupts current plans and operations as a result of the announcement and consummation of the Acquisition and Restructuring;

​

•

the ability to recognize the anticipated benefits of the Acquisition and Restructuring, which may be affected by, among other things, the ability of XBP to grow and manage growth profitably, maintain relationships with customers, compete within its industry, and retain its key employees;

​

•

costs related to the Acquisition and Restructuring;

​

•

the possibility that XBP may be adversely impacted by other economic, business, and/or competitive factors;

​

•

future exchange and interest rates;

​

•

the risk that XBP fails to maintain an effective system of disclosure controls and internal controls over financial reporting, XBP’s ability to produce timely and accurate financial statements or comply with applicable regulations could be impaired; and

​

•

other risks and uncertainties indicated in this proxy statement, including those under “Risk Factors” herein, and other filings that have been made or will be made with the SEC by XBP.

​

These and other factors that could cause actual results to differ from those implied by the forward-looking statements in this proxy statement are more fully described under the heading “Risk Factors” and elsewhere in this proxy statement. The risks described under the heading “Risk Factors” are not exhaustive. Other sections of this proxy statement describe additional factors that could adversely affect the business, financial condition or results of operations of XBP following the Acquisition and Restructuring. New risk factors emerge from time to time and it is not possible to predict all such risk factors, nor can XBP assess the impact of all such risk factors on the business of XBP following the Acquisition and Restructuring, or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements. Forward-looking statements are not guarantees of performance. All forward-looking statements attributable to XBP or persons acting on its behalf are expressly qualified in their entirety by the foregoing cautionary statements.

 

8

 

QUESTIONS AND ANSWERS

The following questions and answers briefly address some commonly asked questions about the proposals to be presented at the Annual Meeting. The following questions and answers do not include all the information that is important to stockholders of XBP. We urge the stockholders to carefully read this entire proxy statement, including the annexes and other documents referred to herein.

Q.   Why am I receiving this proxy statement?

A.

We have mailed you the Notice of Annual Meeting, this proxy statement, a proxy or voting instruction card and our 2024 Annual Report to Stockholders (collectively, the “proxy materials”) because the XBP Board is soliciting your proxy to vote at our Annual Meeting to be held on July 25, 2025. This proxy statement contains information about the items being voted on at the Annual Meeting and information about us.

​

THE VOTE OF XBP STOCKHOLDERS IS IMPORTANT. XBP STOCKHOLDERS ARE URGED TO SUBMIT THEIR PROXIES AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT AND ITS ANNEXES AND CAREFULLY CONSIDERING EACH OF THE PROPOSALS BEING PRESENTED AT THE MEETING.

As described above, on July 3, 2025 we purchased, subject to certain terms and conditions, the BPA Group pursuant to a MIPA. The BPA Group was acquired for nominal consideration since almost all of the material assets of the BPA Group are held by entities that filed the Chapter 11 Cases. On May 7, 2025, the Debtors filed a plan of reorganization in the Chapter 11 Cases, which we refer to herein as the Plan, and which incorporates the terms of a global and comprehensive settlement reached in the Chapter 11 Cases among the Debtors, the Consenting Creditors, the Consenting ETI Entities, and the committee of unsecured creditors in the Chapter 11 Cases. The material terms of the Restructuring contemplated under the Plan are described in the section entitled “Background” above. On July 3, 2025, we entered into the Transaction Support Agreement with the Debtors. In the Transaction Support Agreement we and the Debtors have agreed, among other things, to support and take all commercially reasonable actions necessary and appropriate to facilitate the Plan, including, in our case, seeking the shareholder approvals for Proposals 3 to 5, as further described in this proxy statement, and thereafter issuing up to 88,432,239 shares of XBP common stock as contemplated by the Plan (in addition to any shares of our common stock that may be purchased by ETI or its affiliates to satisfy certain funding obligations under the Plan).

In connection with the Restructuring, XBP is asking its stockholders to approve the Amended Charter (as defined below) and other related proposals.

Below are proposals on which XBP stockholders are being asked to vote.

(1)

The Director Election Proposal (Proposal 1) — To consider and vote upon a proposal to elect two directors to serve on the board of directors until the 2028 annual meeting of stockholders or until such earlier time as may result from the approval of Proposal 3C and until their respective successors are duly elected and qualified (the “Director Election Proposal”);

​

(2)

The Auditor Ratification Proposal (Proposal 2) — To consider and vote upon a proposal to ratify the appointment of UHY LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025 (the “Auditor Ratification Proposal”);

​

(3)

Charter Amendment Proposals — To approve and adopt an amendment and restatement to the second amended and restated certificate of incorporation of XBP (the “XBP Charter”), as set out in the draft third amended and restated version of XBP Charter appended to this proxy statement as Annex A (the “Amended Charter”), for the following amendments (collectively, the “Charter Amendment Proposals”):

​

(A)

Name Change — To provide that the name of XBP shall be changed to “XBP Global Holdings, Inc.” ​(Proposal 3A);

​

 

9

 

(B)

Increase in Authorized Shares — To increase the number of authorized shares from 210,000,000, consisting of 200,000,000 shares of common stock, each with a par value of $0.0001 (“XBP common stock” or “our common stock”), and 10,000,000 shares of preferred stock, each with a par value of $0.0001 (“XBP preferred stock”), to 420,000,000 consisting of 400,000,000 shares of XBP common stock, and 20,000,000 shares of XBP preferred stock (Proposal 3B);

​

(C)

75% Approval Provisions — To amend certain provisions in the XBP Charter (a) to remove the existing staggered board, (b) to reestablish the right for stockholders to vote by written consent without a meeting except in the case of (i) the election of directors and (ii) the approval of a merger, consolidation, conversion, or sale of all or substantially all assets, and (c) to amend the existing corporate opportunities waiver to clarify the circumstances where the waiver will not apply (Proposal 3C); and

​

(D)

Amendment and Restatement of the XBP Charter — Conditioned upon the receipt of the requisite vote on Proposals 3A to 3C, to approve the proposed Amended Charter in the form attached as Annex A hereto, which includes the approval of all other changes in the proposed Amended Charter in connection with replacing the existing XBP Charter with the proposed Amended Charter and making any conforming amendments should any proposal fail to pass (Proposal 3D).

​

(4)

The Nasdaq Proposal (Proposal 4) — To consider and vote upon a proposal to approve, for purposes of complying with Nasdaq Listing Rule 5635, the issuance of up to 88,432,239 newly issued shares of XBP common stock plus any shares of our common stock that may be purchased by ETI or its affiliates to satisfy certain funding obligations under the Plan, which amount will be determined as described in more detail in the accompanying proxy statement (the “Nasdaq Proposal”);

​

(5)

The Reverse Stock Split Proposal (Proposal 5) — To adopt an amendment to the XBP Charter to effect a reverse split of XBP’s outstanding common stock at a ratio in the range of 1-for-3 to 1-for-15, to be determined at the discretion of XBP’s board of directors and publicly announced during 2025, whereby each outstanding 3 to 15 shares would be combined, converted and changed into 1 share of XBP common stock (the “Reverse Stock Split Proposal”);

​

(6)

The Stock Plan Amendment Proposal (Proposal 6) — To adopt an amendment to the XBP Europe Holdings, Inc. 2024 Stock Incentive Plan to (i) increase the number of shares of common stock authorized for issuance thereunder by a fixed amount of 5,000,000 shares and (ii) conditionally increase the share reserve to ensure that, if Proposal 4 is approved, and the Restructuring (as defined in and described in more detail in the accompanying proxy statement ) is consummated, the total number of shares authorized under the Stock Plan equals 10% of the Company’s total common stock outstanding immediately following the completion of the Restructuring (the “Stock Plan Amendment Proposal”); and

​

(7)

The Adjournment Proposal (Proposal 7) — To consider and vote upon a proposal to adjourn the Annual Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Annual Meeting, there are not sufficient votes to approve the Director Election Proposal, Auditor Ratification Proposal, Charter Amendment Proposals, the Nasdaq Proposal, the Reverse Stock Split Proposal or the Stock Plan Amendment Proposal. We refer to this proposal as the “Adjournment Proposal.”

​

Q:

When and where will the Annual Meeting take place?

​

A:

The Annual Meeting will be held on July 25, 2025 at 10:00 a.m. (Eastern Time), via live audio webcast at www.virtualshareholdermeeting.com/XBP2025 or such other date, time and place to which such meeting may be adjourned or postponed, to consider and vote upon the proposals.

​

Q:

Are the proposals conditioned on one another?

​

A:

No Proposal is conditioned on the approval of any other proposal set forth in this proxy statement,

​

 

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except that the authority conveyed in Proposal 3D will depend on the vote on the amendments proposed in Proposals 3A to 3C. In addition, the Contingent Increase described in Proposal 6 is contingent upon the approval and consummation of Proposal 4. If Proposal 4 is not approved, or the Restructuring is not consummated, the Contingent Increase will not take effect, and the Stock Plan share reserve will only be increased by the Base Increase described in Proposal 6. Moreover, if Proposal 5 is approved and a reverse stock split is effected, the amount of the Base Increase and any Contingent Increase shall be adjusted to reflect such reverse stock split.

Q:

How many votes do I have at the Annual Meeting?

​

A:

XBP stockholders are entitled to one vote at the Annual Meeting for each share of XBP common stock held of record as of June 12, 2025, the record date for the Annual Meeting (the “Record Date”). As of the close of business on the Record Date, there were 35,915,548 outstanding shares of XBP common stock. Each share of XBP common stock is entitled to one vote per share on any matter presented to stockholders at the Annual Meeting.

​

Q:

What vote is required to approve the proposals presented at the Annual Meeting?

​

A:

The approval of the Auditor Ratification Proposal, the Nasdaq Proposal, the Reverse Stock Split Proposal, the Stock Plan Amendment Proposal and the Adjournment Proposal requires the affirmative vote of a majority of the issued and outstanding shares of XBP common stock as of the Record Date cast by the stockholders represented in person or by proxy and entitled to vote thereon at the Annual Meeting. For the Auditor Ratification Proposal, the Nasdaq Proposal, the Reverse Stock Split Proposal, the Stock Plan Amendment Proposal and the Adjournment Proposal, abstentions will have the same effect as an “AGAINST” vote and broker non-votes have no effect.

​

The approval of the Charter Amendment Proposals (other than Proposal 3C) requires the affirmative vote of a majority of the issued and outstanding shares of XBP common stock as of the Record Date entitled to vote thereon. The approval of Proposal 3C requires the affirmative vote of 75% of the voting power of all of the then-outstanding shares of capital stock of XBP entitled to vote generally in the election of directors at the meeting voting together as a single class. Accordingly, a XBP stockholder’s failure to vote by proxy or to vote in person at the Annual Meeting or an abstention will have the same effect as a vote “AGAINST” the Charter Amendment Proposals.

The approval of the Director Election Proposal requires a plurality vote of the shares of XBP common stock cast by the stockholders represented in person or by proxy and entitled to vote thereon at the Annual Meeting. A plurality means that the individuals who receive the largest number of votes cast “FOR” are elected as directors. A XBP stockholder’s failure to vote by proxy or to vote in person at the Annual Meeting will have no effect on the Director Election Proposal. You may vote “FOR” or “WITHHOLD” authority to vote for each of the director nominees with respect to the Director Election Proposal. “WITHHOLD” votes will be counted towards the number of shares of XBP common stock required to validly establish a quorum but will have no effect on the outcome of the vote on the Director Election Proposal.

Q:

What constitutes a quorum at the Annual Meeting?

​

A:

Holders of a majority in voting power of XBP common stock issued and outstanding and entitled to vote at the Annual Meeting constitute a quorum. In the absence of a quorum, the chairperson of the meeting has the power to adjourn the Annual Meeting. As of the Record Date, 17,957,775 shares of XBP common stock would be required to achieve a quorum.

​

Q:

How will BTC and Management vote?

​

A:

As of the date of this proxy statement, BTC owns approximately 60.7% of the issued and outstanding shares of XBP common stock. BTC has informed us that it intends to vote the shares of XBP common stock owned by BTC in favor of the Proposals. XBP’s directors and executive officers who collectively own approximately 10.5% of the issued and outstanding shares of XBP common stock have also informed us they intend to vote in favor of the Proposals. Because shares owned by BTC and such directors and officers collectively represent approximately 71.2% of the issued and outstanding shares of XBP common

​

 

11

 

stock, we believe that the approval of all of the Proposals (other than Proposal 3C, which requires the vote of 75% of the outstanding shares of XBP common stock) is effectively assured.

Q:

What interests do XBP’s current officers and directors have in the Proposals?

​

A:

Several of the Proposals relate to the Plan. Our Executive Chairman is also the Executive Chair of ETI, which indirectly holds approximately 26.9% of the Allowed Notes Claims. ETI is expected to beneficially own approximately 15.9% to 27.9% of XBP common stock upon the conclusion of the Restructuring (taking into account shares issuable upon exercise of the warrant issued in connection with the Restructuring, but without taking into account any shares of our common stock that may be purchased by ETI or its affiliates to satisfy certain funding obligations under the Plan). Messrs. Chadha and Jonovic could be deemed to be affiliated with shareholders that together control ETI, and Mr. Chadha is Mr. Jonovic’s father-in-law.

​

Mr. Jonovic, our CEO, shall remain on the Board following the Restructuring in accordance with the Plan.

Two Board members, Messrs. Clark and Reynolds, also serve on the board of BPA.

Each of our directors holds capital stock in both ETI and XBP, and each of our directors will receive a release of claims from the Debtors as part of the Plan.

All of our directors other than Mr. Jonovic were previously board members of ETI.

Our executive officers, Messrs. Jonovic, Avramovic and Robu may be entitled to enhanced severance benefits under our Severance Plan (as defined below) for 24 months following the Restructuring.

Q:

What happens if I sell my shares of XBP common stock before the Annual Meeting?

​

A:

The Record Date is earlier than the date of the Annual Meeting. If you transfer your shares of XBP common stock after the Record Date, but before the Annual Meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the Annual Meeting. If you transfer your shares of XBP common stock prior to the Record Date, you will have no right to vote those shares at the Annual Meeting.

​

Q:

Do I have appraisal rights if I object to the Proposals?

​

A:

No. There are no appraisal rights available to holders of XBP common stock.

​

Q:

What do I need to do now?

​

A:

You are urged to read carefully and consider the information contained in this proxy statement, including the annexes, and to consider how the Proposals will affect you as a stockholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement and on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.

​

Q:

How do I vote?

​

A:

If you are a holder of record of XBP common stock as of the Record Date, you may vote online at the virtual Annual Meeting or by submitting a proxy for the Annual Meeting. Whether or not you plan to attend the Annual Meeting online, we urge you to vote by proxy in advance of the Annual Meeting to ensure your vote is counted. You may submit your proxy by completing, signing, dating, and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope. You may still attend the Annual Meeting and vote online if you have already voted by proxy.

​

If your XBP shares are held in “street name” by a broker or other agent, you have the right to direct your broker or other agent on how to vote the shares in your account. You are also invited to attend the Annual Meeting online. However, since you are not the stockholder of record, you may not vote your shares online at the Annual Meeting unless you request and obtain a valid proxy from your broker or other agent.

 

12

 

Q:

What will happen if I abstain from voting or fail to vote at the Annual Meeting?

​

A:

At the Annual Meeting, XBP will count a properly executed proxy marked “ABSTAIN” with respect to a particular proposal or marked “WITHHOLD” with respect to the Director Election Proposal as present for purposes of determining whether a quorum is present. Abstentions will have the same effect as a vote “AGAINST” the Charter Amendment Proposals. Abstentions will have no effect on the Auditor Ratification Proposal, the Nasdaq Proposal, the Reverse Stock Split Proposal, the Stock Plan Amendment Proposal or the Adjournment Proposal. “WITHHOLD” votes will have no effect on the Director Election Proposal.

​

A “broker non-vote” occurs when shares held by a broker for the account of a beneficial owner are not voted for or against a particular proposal because the broker has not received voting instructions from that beneficial owner and the broker does not have discretionary authority to vote those shares in the absence of such instructions. Due to the limited time between the mailing of this proxy statement and the Annual Meeting, your broker may not be able to vote your shares on any proposal without your instructions — including routine matters. If you do not provide timely voting instructions, your shares may not be represented at the meeting, and broker non-votes could affect the outcome of certain proposals depending on the voting standard. Please vote your shares as soon as possible. Broker non-votes will not be counted as present for the purposes of establishing a quorum.

Broker non-votes will have the same effect as a vote “AGAINST” the Charter Amendment Proposals. Broker non-votes will have no effect on the Director Election Proposal, the Auditor Ratification Proposal, the Nasdaq Proposal, the Reverse Stock Split Proposal, the Stock Plan Amendment Proposal or the Adjournment Proposal.

Q:

What will happen if I sign and return my proxy card without indicating how I wish to vote?

​

A:

Signed and dated proxies received by XBP without an indication of how the stockholder intends to vote on a proposal will be voted “FOR” each proposal presented to the stockholders. The proxyholders may use their discretion to vote on any other matters which properly come before the Annual Meeting.

​

Q:

If I am not going to attend the Annual Meeting in person, should I return my proxy card instead?

​

A:

Yes. Whether you plan to attend the Annual Meeting or not, please read this entire proxy statement, including the annexes, carefully, and vote your shares by completing, signing, dating, and returning the enclosed proxy card in the postage-paid envelope provided.

​

Q:

If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

​

A:

No. Under the rules of various national and regional securities exchanges, your broker, bank or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee. XBP believes the Proposals presented to the stockholders will be considered non-discretionary and therefore your broker, bank or nominee cannot vote your shares without your instruction. Your bank, broker or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with the directions you provide.

​

Q:

May I change my vote after I have mailed my signed proxy card?

​

A:

Yes. You may revoke your proxy at any time before your shares are voted at the Annual Meeting in one of three ways:

​

•

Notify our Corporate Secretary in writing before the Annual Meeting that you are revoking your proxy;

​

•

Submit another properly completed proxy by mail, telephone, or the Internet (or voting instruction card if you hold your shares in street name) with a later date; or

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13

 

•

Vote virtually at the Annual Meeting. Simply attending the Annual Meeting will not, by itself, revoke your proxy.

​

Q:

What should I do if I receive more than one set of voting materials?

​

A:

You may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards, or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast your vote with respect to all of your shares.

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Q:

Who will solicit and pay the cost of soliciting proxies?

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A:

XBP has not engaged a proxy solicitor for the upcoming shareholder meeting. While XBP reserves the right to do so if circumstances change, it currently does not anticipate that it will be necessary. XBP intends to conduct its own solicitation of proxies and will bear all associated costs. We believe that our shareholders will participate and vote based on the information we have received from our stockholders and the information provided in this proxy statement.

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Q:

Who can help answer my questions?

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A:

If you have questions about the proposals or if you need additional copies of this proxy statement or the enclosed proxy card, you should contact:

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Investor Relations
c/o XBP Europe Holdings, Inc.
1237 7th St., Santa Monica, CA 90401

or email us at investors@xbpeurope.com

To obtain timely delivery, XBP stockholders must request the materials by e-mail no later than five business days prior to the meeting.

You may also obtain additional information about XBP from documents filed with the SEC by following the instructions in the section titled “Where You Can Find More Information.”

 

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RISK FACTORS

Stockholders should carefully consider the following risk factors, together with all of the other information included in this proxy statement, including the financial statements and notes to the financial statements included herein, before they decide whether to vote or instruct their vote to be cast to approve the proposals described in this proxy statement. If any of the following risks actually occurs, it may have a material adverse effect on the business, results of operations or financial condition of XBP, and could adversely affect the trading price of XBP’s common stock. The risks described in this “Risk Factors” section may change. If the risks and uncertainties that XBP plans for are incomplete, or if XBP fails to fully understand and manage these risks successfully this failure may have a material adverse effect on the business, financial condition and results of operation of XBP. The Risks Related to the Restructuring address the BPA Group specifically, but as our subsidiary, those risks also affect XBP. After consummation of the Acquisition XBP is now comprised of the BPA Group and the prior existing businesses of XBP. The Risks Related to XBP Global provides a summary of those risks associated XBP’s businesses on that basis, i.e., as a combination of the BPA Group’s businesses and XBP’s businesses prior to the Acquisition and Restructuring. However, this section is not intended to be exhaustive, the following risks should be read in conjunction with the financial statements and notes to the financial statements included herein and the “Risk Factors” section of our most recent Annual Report on Form 10-K, which provides a comprehensive overview of material risks facing the Company and is included in the proxy materials.

Risks Relating to the Restructuring

Despite debt reduction through the Restructuring, the BPA Group will maintain approximately $367 million in secured indebtedness, which could place us at a competitive disadvantage and limit our operational flexibility compared to less leveraged competitors.

After giving effect to the Restructuring, the BPA Group will have approximately $367 million in secured funded indebtedness. The degree to which the BPA Group will be leveraged could have important consequences, placing the BPA Group at a competitive disadvantage to other, less leveraged competitors, because, among other things: it could affect the BPA Group’s ability to satisfy its obligations under its indebtedness following the Effective Date; a portion of the BPA Group’s cash flow from operations will be used for debt service under the Plan and therefore will be unavailable to support operations or for working capital, capital expenditures, expansion, acquisitions or general corporate or other purposes; the BPA Group’s ability to refinance its then-existing debt, obtain additional debt financing or equity financing, or pursue mergers, acquisitions and asset sales, on terms acceptable to them or at all, may be limited and its costs of borrowing may be increased; as a result of its significant indebtedness, the BPA Group may be more vulnerable to economic downturns and its ability to withstand competitive pressures may be limited; and the BPA Group’s operational flexibility in planning for, or reacting to, changes, opportunities and challenges in its businesses, including changes in the market sector in which it competes, changes in its business and strategic opportunities, and adverse developments in its operations, may be severely limited.

The BPA Group will continue to face significant interest expense and principal repayment obligations despite debt reduction, and our ability to service this debt depends on future performance and cash generation that is subject to factors beyond our control.

Following the Restructuring, the BPA Group will have less indebtedness than before, however, the BPA Group will still have significant interest expense and principal repayment obligations. The BPA Group’s ability to make payments on and to refinance its debt will depend on its future financial and operating performance and its ability to generate cash in the future. This, to a certain extent, is subject to general economic, business, financial, competitive, legislative, regulatory and other factors that are beyond the control of the BPA Group.

There can be no assurance that the BPA Group will be able to generate sufficient cash flow from operations or that sufficient future borrowings will be available to pay off the BPA Group’s debt obligations. The BPA Group may need to refinance all or a portion of its debt on or before maturity; however, there can be no assurance that the BPA Group will be able to refinance any of its debt on commercially reasonable terms or at all. If the BPA Group’s cash flows and capital resources are insufficient to fund its debt service obligations and other cash requirements, the BPA Group could face substantial liquidity problems and could

 

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be forced to reduce or delay investments and capital expenditures or to sell assets or operations, seek additional capital or restructure or refinance its indebtedness and settlement obligations. The BPA Group may not be able to effect any such alternative measures, if necessary, on commercially reasonable terms or at all and, even if successful, such alternative actions may not allow the BPA Group to meet its scheduled debt service obligations and settlement obligations. The agreements governing the BPA Group’s indebtedness at emergence (the “Exit Facilities”) are expected to (a) have terms and conditions that restrict its ability to dispose of assets and the use of proceeds from any such dispositions and (b) restrict its ability to raise debt capital.

The BPA Group’s inability to generate sufficient cash flows to satisfy its debt obligations, or to refinance its indebtedness on commercially reasonable terms or at all, would materially and adversely affect its financial position and results of operations. If the BPA Group cannot make scheduled payments on its debt, an event of default may result. An event of default may allow the creditors to accelerate the related debt as well as any other debt to which a cross-acceleration or cross-default provision applies. If the BPA Group is unable to repay amounts outstanding under its financing agreements when due, the lenders thereunder could, subject to the terms of the financing agreements, seek to foreclose on the collateral that is pledged to secure the indebtedness outstanding under such facility.

As a result of these uncertainties, the BPA Group believes there is substantial doubt about its ability to continue as a going concern. The report of BPA Group’s independent registered public accounting firm on the BPA Group’s financial statements as of and for the years ended December 31, 2024 and 2023 includes an explanatory paragraph indicating that there is substantial doubt about its ability to continue as a going concern. Managements plans regarding these matters are described in Note 1 to the combined and consolidated financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

The BPA Group’s obligations under the Exit Facilities will be secured by liens on substantially all assets, giving secured lenders superior claims and foreclosure rights in the event of insolvency, liquidation, or default.

The BPA Group’s obligations under the Exit Facilities are expected to be secured by liens on substantially all of the assets of the BPA Group. If the BPA Group becomes insolvent or is liquidated, or if there is a default under certain financing agreements, including, but not limited to, the Exit Facilities, and payment on any obligation thereunder is accelerated, the lenders under and holders of the Exit Facilities would be entitled, subject to the applicable intercreditor agreements and other applicable credit documents, to exercise the remedies available to a secured lender under applicable law, including foreclosure on the collateral that is pledged to secure the indebtedness thereunder, and they would have a claim on the assets securing the obligations under the applicable facility that would be superior to any claim of the holders of unsecured debt.

Restrictive debt covenants in the BPA Group’s financing agreements will significantly limit management’s discretion and our ability to conduct business, pursue opportunities, and respond to changing circumstances, with defaults potentially triggering acceleration and foreclosure.

The financing agreements governing the BPA Group’s indebtedness are expected to contain various covenants that may limit the discretion of our management by restricting the BPA Group’s ability to, among other things, incur additional indebtedness, incur liens, pay dividends or make certain restricted payments, make investments, consummate certain asset sales, enter into certain transactions with affiliates, merge, consolidate and sell or dispose of all or substantially all of its assets. As a result of these covenants, the BPA Group will be limited in the manner in which it conducts its business and may be unable to engage in favorable business activities or finance future operations or capital needs.

Any failure to comply with the restrictions of the financing agreements may result in an event of default. An event of default may allow the creditors to accelerate the related debt as well as any other debt to which a cross-acceleration or cross-default provision applies. If the BPA Group is unable to repay amounts outstanding under its financing agreements when due, the lenders thereunder could, subject to the terms of the financing agreements, seek to foreclose on the collateral that is pledged to secure the indebtedness outstanding under such facility. As a result of these restrictions, the BPA Group may be limited in how it conducts its business, unable to raise additional debt or equity financing to operate during general economic

 

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or business downturns, unable to respond to changing circumstances or to pursue business strategies and unable to compete effectively, execute its growth strategy or take advantage of new business opportunities.

Despite restrictions in the BPA Group’s debt agreements, it may be able to incur substantial additional indebtedness in the future, which could intensify current financial risks and strain its ability to obtain necessary financing for corporate purposes on acceptable terms.

The BPA Group may be able to incur substantial additional indebtedness in the future. Although agreements governing the BPA Group’s indebtedness are expected to restrict the incurrence of additional indebtedness, these restrictions are and will be subject to a number of qualifications and exceptions and the additional indebtedness incurred in compliance with these restrictions could be substantial. If new debt is added to the BPA Group’s anticipated debt levels, the related risks that the BPA Group now face could intensify.

Moreover, the BPA Group may need to seek additional financing for general corporate purposes. For example, it may need funds to make acquisitions or for capital expenditures needed to remain competitive in its market sector. The BPA Group may be unable to obtain any desired additional financing on terms that are favorable or acceptable, including as a result of its debt levels or if there is a decline in the demand for its services or in the solvency of its customers, vendors or suppliers or other significantly unfavorable changes in economic conditions occur. Depending on market conditions, adequate funds may not be available to the BPA Group on acceptable terms or at all, and it may be unable to fund expansion, successfully develop or enhance products, or respond to competitive pressures, any of which could have a material adverse effect on the BPA Group’s, and consequently our, competitive position, business, financial condition, results of operations, and cash flows.

The consummation of the Restructuring may result in substantial U.S. federal, state and local income tax liabilities for ETI, with joint and several liability for certain members of the BPA Group and uncertain liquidity to satisfy resulting cash tax obligations.

The consummation of the Restructuring may give rise to the recognition of a substantial amount of income or gain by the affiliated group of corporations that files a consolidated U.S. federal income tax return with ETI, of which the BPA Group was a member. While such transaction tax liability is generally a liability of ETI, certain members of the BPA Group will be jointly and severally liable for any such taxes that arose during the period prior to the Acquisition. No assurances can be given that ETI or the BPA Group will have sufficient liquidity to satisfy any resulting current or future cash tax costs.

Our directors and officers have financial and other incentives that may influence them to support the Restructuring without regard to the interests of public stockholders, which could subject us to litigation or regulatory scrutiny.

Our directors and officers have financial and other incentives to help consummate the Restructuring that may not align with the interests of public stockholders. Some of our officers and directors may be argued to have conflicts of interest that may influence them to support or approve the Proposals without regard to your interests. These incentives and conflicts of interest include:

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Our Executive Chairman is also the Executive Chair of ETI, which indirectly holds approximately 26.9% of the Allowed Notes Claims. ETI is expected to beneficially own approximately 15.9% to 27.9% of XBP common stock upon the conclusion of the Restructuring (taking into account shares issuable upon exercise of the warrant issued in connection with the Restructuring, but without taking into account any shares of our common stock that may be purchased by ETI or its affiliates to satisfy certain funding obligations under the Plan). Messrs. Chadha and Jonovic could be deemed to be affiliated with shareholders that together control ETI, and Mr. Chadha is Mr. Jonovic’s father-in-law. Mr. Jonovic, our CEO, shall remain on the Board following the Restructuring in accordance with the Plan;

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Each of our directors holds capital stock in both ETI and XBP, and each of our directors will receive a release of claims from the Debtors as part of the Plan; and

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•

Certain officers and directors of XBP and BPA participate in arrangements that provide them with benefits that may be different from that of other investors, including, among others, the continued service as an officer or director of XBP, severance benefits, equity grants, continued indemnification and the potential ability to sell an increased number of shares of common stock of XBP, as well as potential direct or indirect interests arising from other business ventures they may be involved with.

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These interests and conflicts of interest may influence the officers and directors of XBP and BPA to support or approve the Proposals without adequate regard for the interests of public stockholders. Additionally, these conflicts of interest and the related party nature of the Restructuring may subject us to increased litigation risk from shareholders challenging the fairness of the transaction, as well as additional regulatory scrutiny from the SEC or other agencies, which could result in increased costs, delays, or other adverse consequences for the Company. The conflicts of interest and potential for enhanced judicial scrutiny may also negatively impact market perception of the transaction and our stock price, regardless of the transaction’s merits.

XBP’s stockholders may not realize benefits from the Restructuring commensurate with the ownership dilution they will experience.

If XBP is unable to realize the full strategic and financial benefits currently anticipated from the Acquisition and Restructuring, XBP’s stockholders will have experienced substantial dilution of their ownership interests without receiving any commensurate benefit, or only receiving part of the commensurate benefit to the extent XBP is able to realize only part of the strategic and financial benefits currently anticipated from the Acquisition and Restructuring.

Risks Relating to XBP Global’s Business Operations

Many of XBP Global’s customer contracts may be terminated without cause and with limited notice, and government contracts subject us to audits, investigations, and potential penalties that could result in contract termination, financial liability, and reputational damage.

Many of XBP Global’s customer contracts may be terminated by XBP Global’s customers without cause and without any fee or penalty, with only limited notice. XBP Global may not be able to replace a customer that elects to terminate or fails to renew its contract with them. In addition, a portion of XBP Global’s revenues is derived from contracts with the U.S. federal and state governments and their agencies and from contracts with foreign governments and their agencies. Government entities typically finance projects through appropriated funds. The public procurement environment is unpredictable and this could adversely affect XBP Global’s ability to perform work under new and existing contracts, including as a result of XBP Global’s business being diverted to a small or disadvantaged or minority-owned business pursuant to set-aside programs.

Moreover, government contracts are generally subject to a right to conduct audits and investigations by government agencies. If the government finds that it was inappropriately charged any costs to a contract, the costs are not reimbursable or, if already reimbursed, the cost must be refunded to the government. Additionally, XBP Global may be subject to various civil and criminal penalties and administrative sanctions, which may include termination of contracts, forfeiture of profits, suspension of payments, fines and suspensions or debarment from doing business with the government. Further, the negative publicity that could arise from any such penalties, sanctions or findings in such audits or investigations could have an adverse effect on XBP Global’s reputation in the industry and reduce XBP Global’s ability to compete for new contracts and could materially adversely affect XBP Global’s results of operations and financial condition.

XBP Global’s long-term contracts are based on cost estimates that may prove inaccurate, and our inability to offset increased operational costs with corresponding fee increases could materially impact our financial performance.

The pricing and other terms of XBP Global’s customer contracts, particularly XBP Global’s long-term contract center agreements, are based on estimates and assumptions XBP Global makes at the time XBP

 

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Global enters into those contracts. These estimates reflect XBP Global’s best judgments regarding the nature of the engagement and XBP Global’s expected costs to provide the contracted services and could differ from actual results. Not all of XBP Global’s larger long-term contracts allow for escalation of fees as XBP Global’s cost of operations increase and those that allow for such escalations do not always allow increases at rates comparable to increases that XBP Global experiences. Where XBP Global cannot negotiate long-term contract terms that provide for fee adjustments to reflect increases in its cost of service delivery, XBP Global’s business, financial conditions, and results of operation would be materially impacted.

XBP Global’s business process automation solutions require extended selling cycles and implementation periods, which can strain finances through upfront expenses without immediate revenue and create risks of contract loss after significant investment.

XBP Global often faces long selling cycles to secure new contracts for its business process automation solutions. If XBP Global is successful in obtaining an engagement, the selling cycle can be followed by a long implementation period. Delays in internal approvals, technology implementations, or customer decisions can prolong these cycles. Even if XBP Global succeeds in developing a relationship with a potential customer and begins to discuss the services in detail, the potential customer may choose a competitor or decide to retain the work in-house prior to the time a contract is signed. Additionally, XBP Global may not begin receiving revenue until after the implementation period and XBP Global’s solution is fully operational, leading to upfront expenses without immediate profits. These extended cycles can strain finances, especially when hiring new staff before revenue collection. XBP Global’s inability to obtain contractual commitments after a selling cycle, maintain contractual commitments after the implementation period or limit expenses prior to the receipt of corresponding revenue may have a material adverse effect on XBP Global’s business, results of operation and financial condition.

XBP Global operates in a highly competitive industry and faces significant competition from companies with stronger financial resources, better brand recognition, and lower-cost operations, as well as from customers who may choose to perform services in-house.

XBP Global’s industry is highly competitive, fragmented and subject to rapid change. XBP Global competes primarily against local, national, regional and large multi-national information and payment technology companies, including focused business process outsourcing companies based in offshore locations, business process outsourcing divisions of information technology companies located in India, other business process outsourcing and business process automation and consulting services and digital transformation solution providers and the in-house capabilities of XBP Global’s customers and potential customers. These competitors may include entrants from adjacent industries or entrants in geographic locations with lower costs than those in which XBP Global operates.

Some of XBP Global’s competitors have stronger financial, marketing and technological capabilities, larger customer bases, and better brand recognition. Expansion of customers’ global delivery centers or strategic partnership with larger firms may increase competition. Further, XBP Global expects competition to intensify in the future as more companies enter XBP Global’s markets and customers consolidate the services they require among fewer vendors. Increased competition, XBP Global’s inability to compete successfully against competitors, pricing pressures or loss of market share could result in reduced operating margins which could adversely affect XBP Global’s business, results of operations and financial condition.

XBP Global operates in an industry characterized by rapid technological change, and our failure to develop competitive technology solutions, adapt to digital transformation trends, or respond to evolving customer needs could result in loss of market share and revenue.

The process of developing new services and solutions is inherently complex and uncertain, requiring accurate anticipation of customer needs and emerging trends. It requires that XBP Global make long-term investments and commit significant resources before knowing whether these investments will eventually result in services that achieve customer acceptance and generate the revenues required to provide desired returns. If XBP Global fails to accurately anticipate and meet its customers’ needs through the development of new technologies and service offerings or if XBP Global’s new services are not widely accepted, XBP Global could lose market share and customers to its competitors and that could materially adversely affect XBP

 

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Global’s results of operations and financial condition. More specifically, the business process solutions industry is characterized by rapid technological change, evolving industry standards and changing customer preferences. The success of XBP Global’s business depends, in part, upon XBP Global’s ability to develop technology and solutions that keep pace with changes in XBP Global’s industry and the industries of its customers. Although XBP Global has made, and will continue to make, significant investments in the research, design and development of new technology and platforms-driven solutions, XBP Global may not be successful in addressing these changes on a timely basis or in marketing the changes XBP Global implements. In addition, products or technologies developed by others may render XBP Global’s services uncompetitive or obsolete. Failure to address these developments could have a material adverse effect on XBP Global’s business, results of operations and financial condition.

In addition, existing and potential customers are actively shifting their businesses away from paper-based environments to electronic environments with reduced needs for physical document management and processing. This shift may result in decreased demand for the physical document management services XBP Global provides such that XBP Global’s business and revenues may become more reliant on technology-based services in electronic environments, which are typically provided at lower prices compared to physical document management services. Though XBP Global has solutions for customers seeking to make these types of transitions, a significant shift by XBP Global’s customers away from physical documents to non-paper based technologies, whether now existing or developed in the future, could adversely affect XBP Global’s business, results of operation and financial condition.

Also, some of the large international companies in the industry have significant financial resources and compete with XBP Global to provide document processing services and/or business process services. XBP Global competes primarily on the basis of technology, performance, price, quality, reliability, brand, distribution and customer service and support. XBP Global’s success in future performance is largely dependent upon XBP Global’s ability to compete successfully, to promptly and effectively react to changing technologies and customer expectations and to expand into additional market segments. To remain competitive, XBP Global must develop services and applications; periodically enhance its existing offerings; remain cost efficient; and attract and retain key personnel and management. If XBP Global is unable to compete successfully, XBP Global could lose market share and important customers to its competitors and that could materially adversely affect XBP Global’s results of operations and financial condition.

XBP Global’s reliance on third-party hardware and software creates risks of service disruptions, increased costs, and operational delays if vendors discontinue products, raise prices, or if we encounter defects in third-party components.

Although XBP Global developed its platform-driven solutions internally, XBP Global relies, in some cases, on third-party hardware and software in connection with its service offerings which XBP Global either purchases or leases from third-party vendors. While XBP Global is able to select from various competing hardware and software applications, detecting design defects or software errors is challenging due to complexity and unique specifications. Any errors or defects in third-party hardware or software incorporated into XBP Global’s service offerings may result in a delay or loss of revenue, diversion of resources, damage to XBP Global’s reputation, or potential claims against XBP Global.

Further, this hardware and software may not continue to be available on commercially reasonable terms or at all. Any loss of the right to use any of this hardware or software, or any increases in the price charged by third-party vendors, could negatively affect XBP Global’s business until equivalent technology is either developed by XBP Global or, if available, is identified, obtained and integrated on commercially reasonable terms. Further, changing hardware vendors or software licensors could detract from management’s ability to focus on the ongoing operations of XBP Global’s business or could cause delays in the operations of XBP Global’s business.

XBP Global’s Internet-based services depend on the infrastructure and stability of the Internet, and outages, cyber incidents, or regulatory restrictions could result in service interruptions and loss of customers.

The Internet’s infrastructure comprises many different networks and services that are highly fragmented and distributed by design. This infrastructure is run by a series of independent third-party organizations that work together to provide the infrastructure and supporting services of the Internet. The Internet has

 

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experienced a variety of outages and other delays as a result of damages to portions of its infrastructure, denial-of-service attacks or related cyber incidents, and it could face outages and delays in the future, potentially reducing the availability of the Internet to XBP Global or its customers for delivery of XBP Global’s Internet-based services. Any resulting interruptions in XBP Global’s services or the ability of its customers to access XBP Global’s services could result in a loss of potential or existing customers and harm XBP Global’s business. Additionally, regulatory actions in certain countries may limit access to the Internet or change the legal protections available to businesses that depend on the Internet for the delivery of its services, which would negatively impact access to XBP Global’s services, increase XBP Global’s risk or add liabilities, impede XBP Global’s growth, productivity and operational effectiveness, result in the loss of potential or existing customers and harm XBP Global’s business.

Certain higher-risk engagements involving significant financial sums, sensitive data, or complex legal matters could expose XBP Global to increased liability, reputational damage, and operational disruption despite our risk mitigation efforts.

XBP Global provides certain business process solutions for customers that, for financial, legal or other reasons, may present higher risks compared to other types of claims processing or document management engagements. Examples of higher risk engagements include class action and other legal distributions involving significant sums of money, economic analysis and expert testimony in high stakes legal matters, and engagements where XBP Global receives or processes sensitive data, including personal consumer or private health information.

While XBP Global attempts to identify higher risk engagements and customers and mitigate its exposure by taking certain preventive measures and, where necessary, turning down certain engagements, these efforts may be ineffective and an actual or alleged error or omission on XBP Global’s part, the part of XBP Global’s customer or other third parties or possible fraudulent activity in one or more of these higher-risk engagements could result in the diversion of management resources, damage to XBP Global’s reputation, increased service costs or impaired market acceptance of XBP Global’s services, any of which could negatively impact XBP Global’s business and financial condition.

XBP Global’s business depends on protecting our intellectual property and avoiding infringement claims from others, and failure in either area could result in loss of competitive advantage, substantial damages, or operational restrictions.

XBP Global’s success depends in part on certain methodologies and practices XBP Global utilizes in developing and implementing applications and other proprietary intellectual property rights. In order to protect such rights, XBP Global relies upon a combination of nondisclosure and other contractual arrangements, as well as trade secret, copyright, trademark and patent laws. XBP Global also generally enters into confidentiality agreements with its employees, customers and potential customers and limits access to and distribution of XBP Global’s proprietary information. There can be no assurance that the laws, rules, regulations and treaties in effect in the U.S., India and the other jurisdictions in which XBP Global operates and the contractual and other protective measures XBP Global takes are adequate to protect them from misappropriation or unauthorized use of its intellectual property, or that such laws will not change. There can be no assurance that the resources invested by XBP Global to protect its intellectual property will be sufficient or that its intellectual property portfolio will adequately deter misappropriation or improper use of XBP Global’s technology, and its intellectual property rights may not prevent competitors from independently developing or selling products and services similar to or duplicative of XBP Global’s. XBP Global may not be able to detect unauthorized use and take appropriate steps to enforce its rights, and any such steps may be costly and unsuccessful. Infringement by others of XBP Global’s intellectual property, including the costs of enforcing its intellectual property rights, may have a material adverse effect on XBP Global’s business, results of operations and financial condition. XBP Global could also face competition in some countries where it has not invested in an intellectual property portfolio.

If XBP Global is not able to protect its intellectual property, the value of XBP Global’s brand and other intangible assets may be diminished, and its business may be adversely affected. Further, although XBP Global believes that it is not infringing on the intellectual property rights of others, claims may nonetheless be successfully asserted against XBP Global in the future, and XBP Global may be the target of

 

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enforcement of patents or other intellectual property by third parties, including aggressive and opportunistic enforcement claims by non-practicing entities. Regardless of the merit of such claims, responding to infringement claims can be expensive and time-consuming. If XBP Global is found to infringe any third-party rights, XBP Global could be required to pay substantial damages or XBP Global could be enjoined from offering some of its products and services. The costs of defending any such claims could be significant, and any successful claim may require XBP Global to modify its services. The value of, or XBP Global’s ability to use, its intellectual property may also be negatively impacted by dependencies on third parties, such as XBP Global’s ability to obtain or renew on reasonable terms licenses that XBP Global needs in the future, or XBP Global’s ability to secure or retain ownership or rights to use data in certain software analytics or services offerings. Any such circumstances may have a material adverse effect on XBP Global’s business, results of operations and financial condition.

XBP Global’s revenues are concentrated making us vulnerable to downturns, consolidation, or regulatory changes in these specific sectors.

A substantial portion of XBP Global’s revenues are derived from specific industries. XBP Global’s success largely depends on continued demand for its services from customers in these industries, and a downturn or reversal of the demand for business process solutions, or the introduction of regulations that restrict or discourage companies from engaging XBP Global’s services, could materially adversely affect XBP Global’s business, financial condition and results of operations. For example, consolidation in any of these industries or combinations or mergers, particularly involving XBP Global’s customers, may decrease the potential number of customers for XBP Global’s services. XBP Global has been affected by the worsening of economic conditions and significant consolidation in the financial services industry and continuation of this trend may negatively affect XBP Global’s revenues and profitability.

XBP Global’s competitive bidding process for commercial and government contracts requires substantial upfront investment with uncertain returns and exposes us to protest risks, cost estimation challenges, and opportunity costs.

Many of the contracts XBP Global is awarded through competitive bidding procedures are extremely complex and require the investment of significant resources in order to prepare accurate bids and proposals. Competitive bidding imposes substantial costs and presents a number of risks that may adversely affect XBP Global’s financial position, including: (i) the substantial cost and managerial time and effort that XBP Global spends to prepare bids and proposals for contracts that may or may not be awarded to XBP Global; (ii) the need to estimate accurately the resources and costs that will be required to implement and service any contracts XBP Global is awarded, sometimes in advance of the final determination of its full scope and design; (iii) the expense and delay that may arise if XBP Global’s competitors protest or challenge awards made to XBP Global pursuant to competitive bidding and the risk that such protests or challenges could result in the requirement to resubmit bids and in the termination, reduction or modification of the awarded contracts, or may eventually lead to litigation; and (iv) the opportunity cost of not bidding on and winning other contracts XBP Global might otherwise pursue.

XBP Global’s profitability depends on our ability to obtain adequate pricing for our services in competitive markets and maintain cost efficiency through restructuring actions, technology initiatives, and global delivery centers, and our failure to achieve productivity improvements or absorb pricing pressures could materially adversely affect our results of operations, particularly given increasingly stringent service requirements and operational risks in developing countries.

XBP Global’s success depends on XBP Global’s ability to obtain adequate pricing for its services. Depending on competitive market factors, future prices XBP Global obtains for its services may decline from previous levels. If XBP Global is unable to obtain adequate pricing for its services, it could materially adversely affect XBP Global’s results of operations and financial condition. In addition, XBP Global’s contracts are increasingly requiring tighter timelines for implementation as well as more stringent service level metrics. This makes the bidding process for new contracts much more difficult and requires XBP Global to adequately consider these requirements in the pricing of XBP Global’s services.

XBP Global, from time to time, engages in restructuring actions to reduce XBP Global’s cost structure. If XBP Global is unable to continue to maintain its cost base at or below the current level and maintain

 

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process and systems changes resulting from prior restructuring actions or to realize the expected cost reductions in the ongoing strategic transformation program, it could materially adversely affect XBP Global’s results of operations and financial condition. In addition, in order to meet the service requirements of XBP Global’s customers, which often includes 24/7 service, and to optimize XBP Global’s employee cost base, including XBP Global’s back-office support, XBP Global often locates its delivery service and back-office support centers in lower-cost locations, including several developing countries. Concentrating XBP Global’s centers in these locations presents a number of operational risks, many of which are beyond XBP Global’s control, including the risks of political instability, natural disasters, safety and security risks, labor disruptions, excessive employee turnover and rising labor rates.

XBP Global’s ability to sustain and improve profit margins is dependent on a number of factors, including XBP Global’s ability to continue to improve the cost efficiency of XBP Global’s operations through such programs as process automation, to absorb the level of pricing pressures on XBP Global’s services through cost improvements and to successfully complete information technology initiatives. If any of these factors adversely materialize or if XBP Global is unable to achieve and maintain productivity improvements through restructuring actions or information technology initiatives, XBP Global’s ability to offset labor cost inflation and competitive price pressures would be impaired, each of which could materially adversely affect XBP Global’s results of operations and financial condition.

Service defects, disruptions, or performance problems could damage our reputation, hurt customer relationships, and result in payment delays, contract non-renewals, warranty claims, and increased credit losses.

Since XBP Global’s customers use XBP Global’s services for important aspects of its business, any errors, defects, disruptions in service or other performance problems could hurt XBP Global’s reputation and may damage XBP Global’s customers’ businesses. As a result, customers could elect not to renew XBP Global’s services or delay or withhold payment to XBP Global. XBP Global could also lose future sales or customers may make warranty or other claims against XBP Global, which could result in an increase in XBP Global’s allowance for expected credit losses, an increase in collection cycles for accounts receivable or the expense and risk of litigation.

XBP Global must maintain strict physical and information security standards subject to regular customer and third-party audits, and failure to meet these requirements or negative audit findings could result in contract termination and reputational damage.

Many of XBP Global’s customer contracts require that XBP Global maintain certain physical and/or information security standards, and, in certain cases, XBP Global permits a customer to audit XBP Global’s compliance with these contractual standards. Any failure to meet such standards or pass such audits may have a material adverse impact on XBP Global’s business. Further, customers from time to time may require stricter physical and/or information security than they negotiated in their contracts and may condition continued volumes and business on the satisfaction of such additional requirements. Some of these requirements may be expensive to implement or maintain and may not be factored into XBP Global’s contract pricing. Further, on an annual basis XBP Global obtains third-party audits of certain of XBP Global’s locations in accordance with Statement on Standards for Attestation Engagements No. 16 (SSAE 16) put forth by the Auditing Standards Board (ASB) of the American Institute of Certified Public Accountants (AICPA). SSAE 16 is the current standard for reporting on controls at service organizations, and many of XBP Global’s customers expect that XBP Global will perform an annual SSAE 16 audit, and report to them the results. Negative findings in such an audit and/or the failure to adequately remediate in a timely fashion such negative findings may cause customers to terminate their contracts or otherwise have a material adverse effect on XBP Global’s reputation, results of operation and financial condition.

XBP Global faces significant cybersecurity risks and vulnerability to data breaches from sophisticated cyber threats, employee errors, and third-party compromises, which could result in loss of customer confidence, business disruption, legal liability, and substantial financial costs.

XBP Global collects and retains large volumes of internal and customer data, including personally identifiable information and other sensitive data both physically and electronically, for business purposes, and XBP Global’s various information technology systems enter, process, summarize and report such data.

 

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XBP Global also maintains personally identifiable information about XBP Global’s employees. Safeguarding customer, employee and XBP Global’s own data is a key priority for XBP Global, and XBP Global’s customers and employees have come to rely on XBP Global for the protection of its information.

Despite XBP Global’s efforts to protect sensitive, confidential or personal data or information, XBP Global can provide no assurances that its security measures designed to protect XBP Global’s customers’ and XBP Global’s customers’ customers’ data will always be effective. XBP Global’s services and underlying infrastructure may in the future be materially breached or compromised as a result of the following:

•

third-party attempts to fraudulently induce XBP Global’s employees, partners or customers to disclose sensitive information such as usernames, passwords or other information to gain access to XBP Global’s customers’ data or IT systems, or XBP Global’s data or XBP Global’s IT systems;

​

•

efforts by individuals or groups of hackers and sophisticated organizations, such as state-sponsored organizations or nation-states, to launch coordinated attacks, including ransomware, destructive malware and distributed denial-of-service attacks;

​

•

third-party attempts to abuse XBP Global’s marketing, advertising, messaging or social products and functionalities to impersonate persons or organizations and disseminate information that is false, misleading or malicious;

​

•

cyberattacks on XBP Global’s internally built infrastructure on which many of XBP Global’s service offerings operate, or on third-party cloud-computing platform providers;

​

•

vulnerabilities resulting from enhancements and updates to XBP Global’s existing service offerings;

​

•

vulnerabilities in the products or components across the broad ecosystem that XBP Global’s services operate in conjunction with and are dependent on;

​

•

vulnerabilities existing within new technologies and infrastructures;

​

•

attacks on, or vulnerabilities in, the many different underlying networks and services that power the Internet that XBP Global’s products depend on, most of which are not under XBP Global’s control or the control of XBP Global’s vendors, partners or customers; and

​

•

employee or contractor errors or intentional acts that compromise XBP Global’s security systems.

​

These risks are mitigated, to the extent possible, by enhanced processes and internal security controls. However, XBP Global’s ability to mitigate these risks may be impacted by the following:

•

frequent changes to, and growth in complexity of, the techniques used to breach, obtain unauthorized access to, or sabotage IT systems and infrastructure, which are generally not recognized until launched against a target, and could result in XBP Global’s being unable to anticipate or implement adequate measures to prevent such techniques;

​

•

the continued evolution of XBP Global’s internal IT systems as XBP Global early adopts new technologies and new ways of sharing data and communicating internally and with partners and customers, which increases the complexity of XBP Global’s IT systems;

​

•

authorization by XBP Global’s customers to third-party technology providers to access its customer data, which may lead to XBP Global’s customers’ inability to protect its data that is stored on XBP Global’s servers; and

​

•

XBP Global’s limited control over its customers or third-party technology providers, or the processing of data by third-party technology providers, which may not allow XBP Global to maintain the integrity or security of such transmissions or processing.

​

Yet, XBP Global remains vulnerable to such threats. A security breach or incident could result in unauthorized parties obtaining access to, or the denial of authorized access to, XBP Global’s IT systems or data, or XBP Global’s customers’ systems or data, including intellectual property and proprietary, sensitive or other confidential information. A security breach could also result in a loss of confidence in the security of XBP Global’s services, damage XBP Global’s reputation, negatively impact XBP Global’s future sales, disrupt XBP Global’s business and lead to increases in insurance premiums and legal, regulatory and financial

 

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exposure and liability. As an example, in June 2022 the BPA Group experienced a network outage which required them, among other things, to incur costs to respond to the incident and to limit access to its applications and services by their employees and customers. The June 2022 network outage is believed to have caused some customers to reduce volumes, look for alternate vendors and consider other providers for new requirements resulting in claims and lost revenue. Finally, the detection, prevention and remediation of known or potential security vulnerabilities, including those arising from third-party hardware or software, may result in additional financial burdens due to additional direct and indirect costs, such as additional infrastructure capacity spending to mitigate any system degradation and the reallocation of resources from development activities.

XBP Global’s increasing integration of AI into our offerings presents risks of reputational harm, legal liability, increased costs, and competitive disadvantage if AI applications generate controversy, perform inadequately, or require substantial investment in development and testing.

XBP Global is increasingly building AI into many of XBP Global’s offerings. As with many innovations, AI presents additional risks and challenges that could affect XBP Global’s business. If XBP Global enables or offers solutions that draw controversy due to their perceived or actual impact on human rights, privacy, employment, or in other social contexts, XBP Global may experience reputational harm, competitive harm or legal liability. Data practices by XBP Global or others that result in controversy could also impair the acceptance of AI solutions. This in turn could undermine the decisions, predictions or analysis AI applications produce, subjecting XBP Global to competitive harm, legal liability or reputational harm. The rapid evolution of AI will require the application of resources to develop, test and maintain XBP Global’s products and services to help ensure that AI is implemented ethically in order to minimize unintended, harmful impact.

Uncertainty around new and emerging AI applications such as generative AI content creation may require additional investment in the development of proprietary datasets, machine learning models and systems to test for accuracy, bias and other variables, which are often complex, may be costly and could impact XBP Global’s profit margin as XBP Global decides to further expand generative AI into its product offerings.

Currency fluctuations between the U.S. Dollar and foreign currencies in our international operations could materially affect our recorded assets, liabilities, revenues, and operating margins.

The functional currencies of XBP Global’s businesses outside of the U.S. are the local currencies. Changes in exchange rates between these foreign currencies and the U.S. Dollar will affect the recorded levels of XBP Global’s assets, liabilities, net sales, cost of goods sold and operating margins and could result in exchange gains or losses. The primary foreign currencies to which XBP Global has exposure are the European Union Euro, Swedish Krona, British Pound Sterling, Canadian Dollar and Indian rupees. Exchange rates between these currencies and the U.S. Dollar in recent years have fluctuated significantly and may do so in the future. XBP Global’s operating results and profitability may be affected by any volatility in currency exchange rates and XBP Global’s ability to manage effectively currency transaction and translation risks. To the extent the U.S. Dollar strengthens against foreign currencies, XBP Global’s foreign revenues and profits will be reduced when converted into and reported in U.S. Dollars.

Fluctuations in raw material costs, particularly paper, ink, and energy, may increase our operational expenses and reduce demand for our printing services, and we may be unable to pass these costs on to customers or benefit from by-product sales.

Purchases of paper, ink, energy and other raw materials represent a large portion of XBP Global’s costs. Increases in the costs of these inputs may increase XBP Global’s costs and it may not be able to pass these costs on to customers through higher prices. In addition, XBP Global may not be able to resell wastepaper and other print-related by-products or may be adversely impacted by decreases in the prices for these by-products. Increases in the cost of materials may adversely impact customers’ demand for XBP Global’s printing and printing-related services.

 

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Changes in U.S. sales tax laws and state efforts to expand tax collection obligations could result in substantial tax liabilities for past sales and significant administrative burdens and compliance costs.

XBP Global’s U.S. subsidiaries collect and remit sales tax in states in which the subsidiaries have physical presence or in which XBP Global believes sufficient nexus exists which obligates XBP Global to collect sales tax. Other states may, from time to time, claim that XBP Global has state-related activities constituting physical nexus to require such collection. Additionally, many other states seek to impose sales tax collection or reporting obligations on companies that sell goods to customers in their state, or directly to the state and its political subdivisions, regardless of physical presence. Such efforts by states have increased recently, as states seek to raise revenues without increasing the income tax burden on residents. XBP Global cannot predict whether the nature or level of contacts XBP Global has with a particular state will be deemed enough to require XBP Global to collect sales tax in that state nor can XBP Global be assured that Congress or individual states will not approve legislation authorizing states to impose tax collection or reporting obligations on XBP Global’s activities. A successful assertion by one or more states that XBP Global should collect sales tax could result in substantial tax liabilities related to past sales and would result in considerable administrative burdens and costs for XBP Global.

Uncertainty regarding the tax treatment of the acquisition and restructuring could have a material adverse effect on XBP Global.

The tax treatment of the Acquisition and related Restructuring is complex and involves uncertainty under applicable U.S. federal, state, and international tax laws. These transactions may give rise to tax consequences that differ from the parties’ expectations, potentially resulting in material liabilities or the loss of anticipated tax benefits. While steps have been taken in an effort to mitigate these risks in accordance with applicable laws, there can be no assurance that taxing authorities in any relevant jurisdiction will agree with the intended treatment. Any adverse determination could negatively impact the combined company’s financial condition, results of operations, or cash flows. In addition, although certain tax indemnity arrangements have been established with ETI in connection with the Acquisition, there is no guarantee that they will fully protect XBP from adverse tax exposures. This risk is heightened if ETI, as the indemnifying party experiences financial or liquidity constraints that impair its ability to satisfy its obligations.

As a public company, XBP Global must maintain effective disclosure controls and internal control over financial reporting, and any failure to do so could impair our ability to produce accurate financial statements, result in restatements, damage investor confidence, and potentially lead to delisting from Nasdaq.

As a public company, XBP Global is subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act of 2002, as amended (the “Sarbanes-Oxley Act”), and the listing standards of the Nasdaq. XBP Global expects that the requirements of these rules and regulations will continue to increase its legal, accounting and financial compliance costs, make some activities more difficult, time consuming and costly, and place significant strain on its personnel, systems and resources. The Sarbanes-Oxley Act requires, among other things, that XBP Global maintains effective disclosure controls and procedures and internal control over financial reporting. XBP Global is continuing to develop and refine its disclosure controls and other procedures that are designed to ensure that information required to be disclosed in the reports it will file with the SEC is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and that information required to be disclosed in reports under the Exchange Act is accumulated and communicated to its principal executive and financial officers. In order to maintain and improve the effectiveness of its disclosure controls and procedures and internal control over financial reporting, XBP Global has expended, and anticipates that it will continue to expend, significant resources, including accounting-related costs and significant management oversight.

XBP Global’s current controls and any new controls that XBP Global develops may become inadequate because of changes in conditions in XBP Global’s business. Further, deficiencies in XBP Global’s disclosure controls or XBP Global’s internal control over financial reporting may be discovered in the future. Any failure to develop or maintain effective controls, or any difficulties encountered in its implementation or improvement could harm XBP Global’s operating results or cause XBP Global to fail to meet its reporting obligations and may result in a restatement of XBP Global’s financial statements for prior periods. Any failure to implement and maintain effective internal control over financial reporting could adversely affect the

 

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results of management evaluations of XBP Global’s internal control over financial reporting that XBP Global is required to include in its periodic reports that XBP Global files with the SEC.

Ineffective disclosure controls and procedures and internal control over financial reporting could also cause investors to lose confidence in XBP Global’s reported financial and other information, which would likely have a negative effect on the trading price of XBP Global’s Common Stock. In addition, if XBP Global is unable to meet these requirements, XBP Global may not be able to remain listed on Nasdaq.

Any failure to maintain effective disclosure controls and internal control over financial reporting could have a material and adverse effect on XBP Global’s business and operating results and cause a decline in the price of XBP Global’s Common Stock.

BPA Group failed to maintain an effective system of disclosure controls and internal control over financial reporting, impacting its ability to produce timely and accurate financial statements or comply with applicable regulations.

The BPA Group has concluded its internal control over financial reporting was not effective as of December 31, 2024 due to a pervasive material weakness in their internal control over financial reporting.

BPA Group management, with the participation of its Principal Executive Officer (“PEO”) and their Interim Chief Financial Officer (“CFO”), has evaluated the effectiveness of their disclosure controls and procedures as of December 31, 2024. Based upon that evaluation, it was concluded that a pervasive material weakness in internal control over financial reporting existed as described below.

•

The Company failed to implement certain risk assessment activities related to identifying and assessing risks of misstatement, including fraud risks, to achieve objectives. This pervasive material weakness contributed to specific material weaknesses noted within the Control Activities COSO component.

​

•

The Company failed to design and implement sufficient controls to ensure relevant and quality information and communications was consistently generated or used by the Company to support the functioning of internal controls. This pervasive material weakness contributed to specific material weaknesses noted within the Control Activities COSO component.

​

•

The Company failed to evaluate and communicate internal control deficiencies and implement monitoring corrective actions in a timely manner. This pervasive material weakness contributed to specific material weaknesses noted within the Control Activities COSO component.

​

•

The Company did not have sufficient structures, reporting lines, appropriate authorities and responsibilities identified and did not sufficiently attract, develop and retain competent resources and hold them accountable for their internal control responsibilities. This pervasive material weakness contributed to specific material weaknesses noted within the Control Activities COSO component.

​

•

The Company did not design, implement and operate effective process-level control activities in the following areas: evaluation of goodwill impairment, period end financial close and account reconciliation procedures, treasury cycle, and insufficient access controls.

​

Any failure to maintain effective disclosure controls and internal control over financial reporting could have a material and adverse effect on our business and operating results and cause a decline in the price of our Common Stock.

XBP Global’s ability to achieve and maintain continued profitability is uncertain due to significant fixed costs, declining revenues, client losses, and various operational challenges that could require additional financing.

XBP Global’s profitability depends on, among other things, its ability to generate revenue in excess of its expenses. However, XBP Global has significant and continuing fixed costs and expenses, which it may not be able to reduce adequately to sustain such profitability if its revenue continues to decrease, or if revenue does not increase commensurately with an increase in costs. In addition, XBP Global may encounter unforeseen expenses, difficulties, complications, delays and other unknown events that may cause its costs to exceed its expectations.

 

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XBP Global’s revenues have declined over the last few years due to, among other things, the COVID-19 pandemic, a loss of clients, the completion of certain one-off projects, currency fluctuation exposure, the transition of XBP’s clients to lower revenue but higher margin systems and platforms, and changes of clients’ technology that has resulted in fewer transactions that fall under the contractual arrangements with XBP Global. In a given year, contracts with several of XBP Global’s large clients will be up for renewal. Although XBP Global has historically had high renewal rates, there can be no assurances that they will be renewed on favorable terms or at all.

Further, XBP Global’s revenues may be adversely affected by many factors, including but not limited to a future pandemic; a potential global recession or in the markets XBP Global serves; the inability to attract new clients to use its services; a failure by existing clients to renew their contracts or use additional services (or a decision by existing clients to cease or reduce using XBP Global’s services); the lengthening of its sales cycles and implementation periods; changes in its client mix; failure of clients to pay invoices on a timely basis or at all; a failure in the performance of XBP Global’s solutions or internal controls that adversely affects its reputation or results in loss of business; the loss of market share to existing or new competitors; the failure to enter or succeed in new markets; regional or global economic conditions or regulations affecting perceived need for or value of XBP Global’s services; or XBP Global’s inability to develop new offerings, expand its offerings or drive adoption of its new offerings on a timely basis and thus potentially not meeting evolving market needs.

XBP Global’s future profitability also may be impacted by non-cash charges and potential impairment of goodwill, which will negatively affect its reported financial results. Even if it achieves profitability on an annual basis, XBP Global may not be able to achieve profitability on a quarterly basis. XBP Global may incur significant losses in the future for a number of reasons, including those described elsewhere herein.

Any inability of XBP Global to achieve continued and sustained profitability may adversely impact its financial position and may require XBP Global to seek additional financing.

XBP Global may need additional debt or equity financing on unfavorable terms or may be unable to raise capital at all, and our limited public float may adversely affect financing opportunities, while we must obtain shareholder consent for additional equity issuances.

XBP Global may be unable to generate continued and sustained profitability or may incur significant losses in the future. As a result, XBP Global may need to raise additional capital through debt and/or equity financing at some point in the future. Any debt agreements XBP Global enters into at such time may include financial or operational covenants which may constrain its ability to operate its business, and any inability to satisfy covenants contained in any debt agreements may require prepayment and/or refinancing of such debt. XBP Global may also be unable to raise debt and/or equity financing at an attractive price or on attractive terms or at all.

It is possible that XBP Global will have a the limited public float, especially if the shares issued or transferred in the Restructuring continue to be held by most of their recipients, which may also adversely affect its ability to raise debt and/or equity financing on attractive terms or at all.

 

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UNAUDITED PRO FORMA CONDENSED COMBINED AND ADJUSTED
FINANCIAL INFORMATION

Introduction and Basis of Presentation

The unaudited pro forma condensed combined financial information has been adjusted to include pro forma effect of the Reorganization Adjustments, Fresh Start Adjustments and Acquisition Adjustments (discussed within the notes below) which reflect (1) the application of the effects of the transactions contemplated by the Plan and carried out by us in connection with BPA Group’s emergence from bankruptcy, (2) adoption of fresh start accounting on the Effective Date and (3) the accounting required by GAAP in connection with the Acquisition of the BPA Group.

The unaudited pro forma condensed combined balance sheet as of March 31, 2025 combines the historical balance sheet of XBP Europe and the historical balance sheet of BPA Group, on a pro forma basis as if the Acquisition had been consummated on March 31, 2025. The unaudited pro forma condensed combined statement of operations for the three months ended March 31, 2025 and for the year ended December 31, 2024, respectively, combine the historical statements of operations of XBP Europe and the historical statements of operations of BPA Group for such periods, on a pro forma basis as if the Acquisition of the BPA Group and related transactions, had been consummated on January 1, 2024.

The pro forma adjustments are based on available information and assumptions that management believes are reasonable given the information that is currently available. However, such adjustments are subject to change.

The unaudited pro forma condensed combined financial information does not reflect any anticipated synergies, operating efficiencies, tax savings or cost savings that may be associated with the Acquisition.

In connection with BPA Group’s emergence from bankruptcy and in accordance with Accounting Standards Codification (“ASC”) Topic 852, “Reorganizations”, BPA Group is expected to qualify for and adopt fresh start accounting on the Effective Date. BPA Group will be required to adopt fresh start accounting because (i) the holders of existing voting shares of the Predecessor Company received less than 50% of the voting shares of the Successor Company, and (ii) the reorganization value of the assets immediately prior to confirmation of the Plan was less than the post-petition liabilities and allowed claims. References to “Successor” relate to the Company’s financial position and results of operations after the Effective Date. References to “Predecessor” refer to the Company’s financial position and results of operations on or before the Effective Date.

In accordance with ASC Topic 852, with the application of fresh start accounting, we will allocate the reorganization value to the BPA Group’s assets and liabilities. The reorganization value represents the fair value of the Successor Company’s assets before considering liabilities. As a result of the application of fresh start accounting and the effects of the implementation of the Plan, the consolidated financial statements after the Effective Date will not be comparable with the consolidated financial statements as of or prior to that date.

Under fresh start accounting, the reorganized entity is considered a new reporting entity for financial reporting purposes. The unaudited pro forma consolidated balance sheet is presented as if BPA Group had emerged from bankruptcy on March 31, 2025. The unaudited pro forma consolidated statements of operations are presented as if BPA Group had emerged from bankruptcy on January 1, 2024. Had BPA Group actually adopted fresh start accounting on January 1, 2024 or December 31, 2024, the enterprise and reorganization values could have been materially different from the amounts described above and assumed herein.

The process of finalizing the fair value estimates of our assets and liabilities upon emergence for purposes of fresh start accounting is currently ongoing. Changes in the values of BPA Group’s assets and liabilities and changes in assumptions from those reflected in the Pro Forma Financial Information presented below could significantly impact the reported values of BPA Group’s assets and liabilities. Accordingly, the amounts shown are not final and are subject to changes and revisions, which may be material.

 

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XBP EUROPE HOLDINGS, INC. AND EXELA TECHNOLOGIES BPA, LLC

UNAUDITED PRO FORMA CONDENSED COMBINED
BALANCE SHEET 
(AS OF MARCH 31, 2025)
(in thousands $)

 

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XBP EUROPE HOLDINGS, INC. AND EXELA TECHNOLOGIES BPA, LLC

UNAUDITED PRO FORMA CONDENSED COMBINED
BALANCE SHEET (continued)
(AS OF MARCH 31, 2025)
(in thousands $)

 

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XBP EUROPE HOLDINGS, INC. AND EXELA TECHNOLOGIES BPA, LLC

UNAUDITED PRO FORMA CONDENSED COMBINED AND ADJUSTED
STATEMENT OF OPERATIONS
(FOR THE THREE MONTHS ENDED MARCH 31, 2025)
(in thousands $)