8-K - XBP - Equibles

UNITED

STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event

reported): July 15, 2025

XBP Europe Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-40206	85-2002883
(State or other jurisdiction of<br><br>incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)
2701 East Grauwyler Road<br><br> <br>Irving, Texas	75061
---	---
(Address of principal executive offices)	(Zip Code)

(844) 935-2832

Registrant’s

telephone number, including area code

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.0001 per share	XBP	The Nasdaq Capital Market
Redeemable warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50	XBPEW	The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 2.01 Completion of Acquisition or Disposition of Assets"

On July 15, 2025, XBP Americas, LLC, a wholly-owned subsidiary of XBP Europe Holdings, Inc. ("XBP") completed the previously announced acquisition of all membership interests in Exela Technologies BPA, LLC, together with its subsidiaries (the "BPA Group") from Exela Technologies, Inc. and its subsidiaries (collectively, "ETI"), pursuant to the Membership Interest Purchase Agreement dated July 3, 2025 (the "MIPA").

The consideration for the sale was $1.00, reflecting the encumbered nature of the BPA Group, which are currently involved in Chapter 11 bankruptcy proceedings under the caption “In re DocuData Solutions, L.C.” The transaction is subject to certain conditions subsequent that could result in the rescission of the transaction if not satisfied by August 7, 2025, including the failure of the effective date of the bankruptcy reorganization plan to occur.

XBP and ETI are under common ownership, and as such, the transaction is considered a related party transaction.

For additional information regarding the MIPA please refer to the XBP's Current Report on Form 8-K filed with the Securities and Exchange Commission on July 10, 2025, which included a copy of the MIPA as an exhibit.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: July 21, 2025

	XBP OPE HOLDINGS, INC.

	By:

All values are in Euros.