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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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XBP Global Holdings, Inc. (Name of Issuer) |
Common Stock, $0.0001 par value (Title of Class of Securities) |
(CUSIP Number) |
Par Chadha c/o Exela Technologies, Inc.,, 1237 7th St. Santa Monica, CA, 90401 (310) 496-3248 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
09/15/2026 (Date of Event Which Requires Filing of This Statement) |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Exela Technologies, Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
3,366,998.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
22.72 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO, HC |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Par Chadha | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
3,843,631.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
25.93 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
XCV-STS, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
621,510.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.35 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC, OO |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
GP 3XCV LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,745,487.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
18.69 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC, OO |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, $0.0001 par value | |
| (b) | Name of Issuer:
XBP Global Holdings, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
6641 N. BELT LINE ROAD, SUITE 100, IRVING,
TEXAS
, 75063. | |
Item 1 Comment:
This Amendment No. 1 (this "Amendment") amends and supplements the Schedule 13D filed with the United States Securities and Exchange Commission (the "SEC") on August 5, 2025 (the "Original Schedule 13D") by Mr. Chadha, XCV-STS and GP 3XCV (collectively, the "Reporting Persons") relating to their beneficial ownership of shares of XBP Common Stock. Capitalized terms used but not defined in this Amendment have the respective meanings set forth in the Original Schedule 13D. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 is hereby amended and supplemented with the following:
On September 11, 2026, XBP entered into securities purchase agreements (the "Purchase Agreements") with certain accredited investors (the "Purchasers"), for the sale by XBP in a private placement (the "Private Placement") of an aggregate of 2,275,245 shares of XBP Common Stock (the "Shares"), at a weighted purchase price of approximately $2.66 per share, for aggregate gross proceeds to XBP of approximately $6.05 million.
HCI, LLC ("HCI"), an affiliate of HGM Limited ("HGM"), participated as a Purchaser in the Private Placement, purchasing 204,946 Shares at a per share price of $2.83. Mr. Chadha is the Chairman of HGM and the Chairman of XBP. The closing of the Private Placement occurred on September 15, 2026.
On September 11, 2026, in connection with the Purchase Agreements, XBP entered into Registration Rights Agreements with the Purchasers (each, a "Registration Rights Agreement" and collectively, the "Registration Rights Agreements"). The Registration Rights Agreements provide, among other things, that XBP will file with the SEC a registration statement registering the resale of the Shares no later than September 22, 2026. XBP agreed to use commercially reasonable efforts to have such registration statement declared effective as soon as practicable after the filing thereof.
In connection with the Private Placement, the officers, directors and certain stockholders of XBP each executed a lock-up agreement, pursuant to which each such person agreed, without the prior written consent of the placement agent and subject to certain exceptions, not to (i) directly or indirectly, offer for sale, sell, pledge or otherwise dispose of any shares of XBP Common Stock (including shares of XBP Common Stock that may be deemed to be beneficially owned or hereafter acquired) or securities convertible into or exercisable or exchangeable for XBP Common Stock, (ii) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of shares of XBP Common Stock, or (iii) publicly disclose the intention to do any of the foregoing, for a period ending on the earlier of (a) the 30th day following the date on which XBP's registration statement registering for resale the Shares issued in the Private Placement has been declared effective by the SEC or (b) the 60th day following the closing of the Private Placement.
The foregoing descriptions of the Purchase Agreement and Registration Rights Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements or forms thereof, the forms of which are filed as Exhibit 99.6 and Exhibit 99.7 hereto, respectively, and incorporated herein by reference. | ||
| Item 4. | Purpose of Transaction | |
Item 4 is hereby amended and supplemented with the information in Item 3 responsive hereto, which is incorporated by reference herein. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a) is hereby amended and restated as follows:
The information set forth in Item 3 of this Schedule 13D is hereby incorporated into this Item 5 by reference.
The Reporting Persons beneficially own an aggregate of 3,843,631 shares of XBP Common Stock and XBP Warrant Shares, which represent 25.93% of the outstanding shares of XBP Common Stock, as determined and described in the cover pages of this Schedule 13D. | |
| (b) | Item 5(a) is hereby amended and restated as follows:
The Reporting Persons have sole or shared power to vote and sole or shared power to dispose of an aggregate of 3,843,631 shares of XBP Common Stock and XBP Warrant Shares, as determined and described in the cover pages of this Schedule 13D. | |
| (c) | As described in Item 3 of this Schedule 13D. | |
| (d) | Not applicable. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 is hereby amended and supplemented with the information contained in Item 3 responsive hereto, which is incorporated by reference herein. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Item 7 is hereby amended and supplemented by adding the following:
Exhibit 99.5* Joint Filing Agreement dated September 17, 2026 by and among the Reporting Persons.
Exhibit 99.6 Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by XBP on September 14, File No. 001-40206).
Exhibit 99.7 Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by XBP on September 14, File No. 001-40206).
* Filed herewith | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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