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 25, 2025

XBP GLOBAL HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-40206	85-2002883
(State or other jurisdiction of<br><br>incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)
6641 N. Belt Line Road, Suite 100<br><br> <br>Irving, TX	75063
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(Address of principal executive offices)	(Zip Code)

(844) 935-2832

Registrant’s

telephone number, including area code

XBP Europe Holdings, Inc.

2701 East GrauwylerRoad,

Irving, TX 75061

(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	TradingSymbol	Name of Each Exchange on Which Registered
Common Stock, Par Value $0.0001 per share	XBP	The Nasdaq Global 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 ¨

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 1.01.	Entry into a Material Definitive Agreement.

On July 25, 2025, subsidiaries of XBP Europe Holdings, Inc. (n/k/a XBP Global Holdings, Inc.)(the “Company”) entered into an Amendment Agreement on July 25, 2025 with HSBC UK Bank plc, as Agent and Security Agent (the “Amendment Agreement”), amending the term loan and revolving facilities agreement dated June 26, 2024. The Amendment Agreement extends the termination date, amends certain definitions, adds permitted loans of up to £14,000,000 to be used to help fund the Restructuring (as defined below), and adjusts certain financial covenants (by amending the EBITDA and Finance Charges definitions).

The foregoing description of the Amendment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement, filed as Exhibit 10.1 hereto, and incorporated herein by reference.

Item 2.03.	Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 and described in Item 8.01 is incorporated herein by reference.

Item 5.07.	Submission of Matters to a Vote of Security Holders.

On July 25, 2025, the Company held its 2025 annual meeting (the “Annual Meeting”). As of the record date, June 12, 2025, there were 35,915,548 shares of Common Stock outstanding and entitled to vote. Approximately 78.39% of shares were represented. The voting results for the proposals voted upon an at the annual meeting, which are further described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on July 15, 2025 (the “Proxy Statement”), were as follows:

·	Director Election Proposal (Proposal 1) —To consider and vote upon a proposal to elect two directors to serve on the board of<br>directors until the 2026 annual meeting of stockholders and until their respective successors are duly elected and qualified:
Nominee	Votes <br>For	Votes<br> Withheld	Broker<br> Non-Votes
---	---	---	---
James G. Reynolds	28,054,768	97,892	0
Andrej Jonovic	28,127,539	25,121	0
·	Auditor Ratification Proposal (Proposal 2) — To consider and vote upon a proposal to ratify the appointment of UHY LLP as the<br>Company’s independent registered public accounting firm for the year ending December 31, 2025:
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Votes For	Votes Against	Votes Abstained	Broker<br> Non-Votes
---	---	---	---
28,121,274	24,886	6,500	0
·	Charter Amendment Proposals (Proposals 3A to 3D):
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o	3A Name Change — To provide that the name of XBP shall<br>be changed to “XBP Global Holdings, Inc.”
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Votes For	Votes Against	Votes Abstained	Broker<br> Non-Votes
---	---	---	---
28,148,357	4,248	55	0
o	3B Increase in Authorized Shares — To increase the number<br>of authorized shares from 210,000,000, consisting of 200,000,000 shares of common stock and 10,000,000 shares of preferred stock to 420,000,000,<br>consisting of 400,000,000 shares of common stock, and 20,000,000 shares of preferred stock:
---	---
Votes For	Votes Against	Votes Abstained	Broker<br> Non-Votes
---	---	---	---
27,897,318	255,331	11	0
o	3C 75% Approval Provisions — To amend certain provisions<br>in the XBP Charter (a) to remove the existing staggered board, (b) to reestablish the right for stockholders to vote by written consent<br>without a meeting except in the case of (i) the election of directors and (ii) the approval of a merger, consolidation, conversion, or<br>sale of all or substantially all assets, and (c) to amend the existing corporate opportunities waiver to clarify the circumstances where<br>the waiver will not apply:
---	---
Votes For	Votes Against	Votes Abstained	Broker<br> Non-Votes
---	---	---	---
28,146,888	5,761	11	0
o	3D Amendment and Restatement of the XBP Charter — Conditioned<br>upon the receipt of the requisite vote on Proposals 3A to 3C, to approve the proposed amended and restated certificate of incorporation<br>in the form attached to the Proxy Statement:
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Votes For	Votes Against	Votes Abstained	Broker<br> Non-Votes
---	---	---	---
27,899,259	253,215	186	0
·	Nasdaq Proposal (Proposal 4) — To consider and vote upon a proposal to approve, for purposes of complying with Nasdaq Listing<br>Rule 5635, the issuance of up to 91,344,311 newly issued shares of the Company’s common stock plus any additional shares that may<br>be purchased as described in the Proxy Statement:
---	---
Votes For	Votes Against	Votes Abstained	Broker<br> Non-Votes
---	---	---	---
28,118,183	34,466	11	0
·	The Reverse Stock Split Proposal (Proposal 5) — To adopt an amendment to the Company’s certificate of incorporation to<br>effect a reverse split of the Company’s outstanding common stock at a ratio in the range of 1-for-3 to 1-for- 15, to be determined<br>at the discretion of the Company’s board of directors and publicly announced during 2025, whereby each outstanding 3 to 15 shares<br>would be combined, converted and changed into 1 share of common stock:
---	---
Votes For	Votes Against	Votes Abstained	Broker<br> Non-Votes
---	---	---	---
28,124,263	28,386	11	0
·	Stock Plan Amendment Proposal (Proposal 6) —To adopt an amendment to the XBP Europe Holdings, Inc. 2024 Stock Incentive Plan<br>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)<br>conditionally increase the share reserve to ensure that, if the Restructuring is consummated, the total number of shares authorized under<br>the Stock Plan equals 10% of the Company’s total common stock outstanding immediately following the completion of the Restructuring:
---	---
Votes For	Votes Against	Votes Abstained	Broker<br> Non-Votes
---	---	---	---
28,081,957	70,467	236	0
·	The Adjournment Proposal (Proposal 7) — To consider and vote upon a proposal to adjourn the Annual Meeting to a later date or<br>dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Annual Meeting,<br>there are not sufficient votes to approve the above proposals:
---	---
Votes For	Votes Against	Votes Abstained	Broker<br> Non-Votes
---	---	---	---
28,073,757	78,903	0	0
Item 8.01.	Other Events.
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On July 30, 2025, the Company issued a press release announcing the finalization of its acquisition of Exela Technologies BPA, LLC (together with its subsidiaries, the “BPA Group”), and the emergence of the BPA Group from their Chapter 11 cases in accordance with a court-approved plan of reorganization on July 29, 2025 (the “Restructuring”). A copy of the press release is filed as Exhibit 99.1 hereto. Upon the closing of the Restructuring all of the conditions subsequent to the closing of the Company’s purchase of the BPA Group were cleared.

In the coming days, the Company will file an additional current report on Form 8-K containing information regarding the consummation of the Restructuring on July 29, 2025, including copies of the debt arrangements entered into in connection with Restructuring, the charter amendments that were filed as a result of the Annual Meeting, the membership of the new Board and other matters related to the Restructuring described in the press release and in the Proxy Statement.

Item 9.01.	Financial Statements and Exhibits

(a) Financial Statements of Businesses Acquired.

The audited financial statements of the BPA Group for the years ended December 31, 2024 and 2023, and unaudited interim financial statements for the three months ended March 31, 2025, are incorporated by reference from the Proxy Statement.

(b) Pro Forma Financial Information.

Unaudited pro forma condensed combined financial information as of and for the periods presented in the Proxy Statement is incorporated by reference therefrom.

(d) Exhibits

Exhibit No.	Description
10.1	Amendment Agreement, dated July 25 2025.
99.1	Press Release, dated July 30, 2025.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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 31, 2025

XBP GLOBAL HOLDINGS, INC.
By:	/s/ Dejan Avramovic
	Dejan Avramovic
	Chief Financial Officer

Exhibit 10.1

Ashurst	Execution Version

Amendment Agreement

XBP Europe, Inc.

as Obligors’ Agent

and

HSBC UK Bank plc

as Agent

and

HSBC UK Bank plc

as Security Agent

relating to a term loan and revolving facilities agreement dated 26 June 2024 between (among others) the Obligors’ Agent, the Agent and the Security Agent

25 July 2025

PARTNER INITIALS\FEE EARNER INITIALS

Contents

1.	Interpretation	1
2.	Extension	2
3.	Amendment of Facilities Agreement	2
4.	Confirmation	2
5.	Status of documents	2
6.	Confirmations	2
7.	Representations and warranties	3
8.	Miscellaneous	3
9.	Governing law and submission to jurisdiction	3

Schedule

1.	Amendments to the Facilities Agreement	5

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THIS AMENDMENT AGREEMENT is made on 25 July 2025

BETWEEN:

(1)	XBP Europe, Inc. a corporation incorporated under the laws of the State of Delaware with registered number 7054854 and<br>registered address 2701 E. Grauwyler Rd, Irving, Texas (in the process of being changed<br>to 1237 7^th^ Street, Santa Monica, CA 90401) as parent and agent for the other Obligors (the Obligors’ Agent);
(2)	HSBC UK Bank plc as agent of the other Finance Parties (the Agent); and
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(3)	HSBC UK Bank plc as security trustee or security agent for the other Secured Parties (the SecurityAgent).
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RECITALS:

(A)	The parties to this agreement (among others) entered into a facilities agreement dated 26 June 2024 under which the Original<br>Lender made available term loan and revolving facilities to the Borrowers (the Facilities Agreement).
(B)	The parties to this agreement have agreed to enter into this agreement in order to amend the terms of<br>the Facilities Agreement in the manner set out below.
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(C)	The Agent is entering into this agreement for itself and on behalf of the other Finance Parties.
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(D)	The Obligors’ Agent is entering into this agreement for itself and on behalf of the other Obligors pursuant<br>to clause 2.6 (Obligors’ Agent) of the Facilities Agreement.
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THE PARTIES AGREE AS FOLLOWS:

1.	Interpretation
1.1	Definitions
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(a)	Unless a contrary intention appears in this agreement, any word or expression defined in the Amended Facilities Agreement will have<br>the same meaning when it is used in this agreement.
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(b)	In this agreement:
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Amended Facilities Agreement means the Facilities Agreement as amended in accordance with this agreement; and

Effective Date means the date of this Agreement.

1.2	Construction

Clauses 1.2 (Construction) to 1.9 (French Terms) (inclusive) of the Facilities Agreement will be deemed to be set out in full in this agreement, but as if references in those clauses to the Facilities Agreement were references to this agreement.

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| --- | --- | | 2. | Extension | | --- | --- |

Pursuant to clause 2.3 (Extension option) of the Facilities Agreement, the Obligors’ Agent requested and all the Lenders have agreed to extend the Initial Termination Date of the Revolving Facility to the Extended Termination Date. As such, the Commitment of each Lender under the Revolving Facility has been extended to the Extended Termination Date.

3.	Amendment of Facilities Agreement

With effect from (and including) the Effective Date, the Facilities Agreement will be amended as set out in Schedule 1 (Amendments to the Facilities Agreement).

4.	Confirmation

On the date of this Agreement and on the Effective Date, the Obligors’ Agent confirms that the Group is projected to comply with the covenants set out in clause 22.2 (Financial condition) of the Facilities Agreement on a look forward basis for the next four Relevant Periods after the Effective Date.

5.	Status of documents
5.1	Continuing obligations
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(a)	Except as varied by the terms of this agreement, the Facilities Agreement and the other Finance Documents will remain in full force<br>and effect. Each party to this agreement reconfirms all of its obligations under the Facilities Agreement (as amended by this agreement)<br>and under the other Finance Documents.
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(b)	Any reference in the Finance Documents to the Facilities Agreement or to any provision of the Facilities Agreement will be construed<br>as a reference to the Facilities Agreement, or that provision, as amended by this agreement.
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5.2	Finance Document
---	---

This agreement will constitute a Finance Document for the purposes of the Amended Facilities Agreement.

6.	Confirmations
6.1	Guarantee confirmation
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With effect from (and including) the Effective Date, the Obligors’ Agent for and on behalf of each Guarantor confirms and agrees that the guarantees and indemnities set out in clause 19 (Guarantee and indemnity) of the Amended Facilities Agreement shall apply and extend to the obligations of each Obligor under the Finance Documents (as defined in the Amended Facilities Agreement) subject to the guarantee limitations set out in clauses 19.10 (Limitations on guarantee under US law) to 19.15 (French Guarantee Limitations) (inclusive) of the Amended Facilities Agreement.

6.2	Security confirmation

With effect from (and including) the Effective Date, the Obligors’ Agent for and on behalf of each Obligor confirms and agrees that the liabilities and obligations arising under the Amended Facilities Agreement form part of (but do not limit) the obligations which are secured by the Transaction Security created by it.

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| --- | --- | | 7. | Representations and warranties | | --- | --- |

The Obligors’ Agent, for and on behalf of each Obligor, makes to each Finance Party each of the Repeating Representations, in each case:

(a)	on the date of this agreement and on the Effective Date; and
(b)	by reference to the facts and circumstances then existing; and
---	---
(c)	on the basis that references in the Repeating Representations to the Finance Documents include this agreement,
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and acknowledges that each Finance Party has entered into this agreement and has agreed to the amendments effected by this agreement in full reliance on those representations and warranties.

8.	Miscellaneous
8.1	Increase fee
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The Obligors’ Agent shall (or shall procure that another Obligor will) pay to the Agent (for the account of the Original Lender) a non-refundable increase fee of £140,000.00 in two instalments as follows:

(a)	£70,000 payable on the date of the first Drawing after the Effective Date; and
(b)	£70,000 on the date falling 90 days after that date
---	---

(the Increase Fee).

8.2	Expenses

The Obligors’ Agent shall (or shall procure that another Obligor will), within five Business Days of demand, reimburse each Finance Party which is party to this agreement for the amount of all costs and expenses (including legal fees subject to pre-agreed caps) reasonably incurred by it in responding to, evaluating, negotiating or complying with this request.

8.3	Invalidity of any provision

If, at any time, any provision of this agreement is or becomes invalid, illegal or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.

8.4	Counterparts

This agreement may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this agreement.

9.	Governing law and submission to jurisdiction
9.1	Governing law
---	---

This agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.

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| --- | --- | | 9.2 | Jurisdiction of English courts | | --- | --- | | (a) | The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with this agreement (including a dispute regarding the existence, validity or termination of this agreement or any non-contractual obligation arising out of or in connection with this agreement) (a Dispute). | | --- | --- | | (b) | The parties to this agreement agree that the courts of England are the most appropriate and convenient courts to settle Disputes and accordingly no party will argue to the contrary. | | --- | --- |

IN WITNESS whereof this agreement has been duly executed on the date first above written.

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Schedule 1

Amendments to the Facilities Agreement

(a)	the definition of Auditors in clause 1.1 of the Facilities Agreement shall be deleted in its entirely<br>and replaced with the following:

“Auditors means UHY LLP or any other competent firm of accountants appointed by either the Parent or Holdco to act as their respective statutory auditors;”

(b)	paragraph (b) in the definition of Change of Control in clause 1.1 (Definitions) of the Facilities<br>Agreement shall be deleted in its entirety and replaced with the following:

“(b) in respect of the Parent, Holdco ceases directly or indirectly to:

(i)	have the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to:
(A)	cast, or control the casting of, more than 50 per cent of the maximum number of votes that might be cast at a general meeting of the<br>Parent;
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(B)	appoint or remove all, or the majority, of the directors or other equivalent officers of the Parent; or
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(C)	give directions with respect to the operating and financial policies of the Parent with which the directors or other equivalent officers<br>of the Parent are obliged to comply; or
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(ii)	hold beneficially more than 50 per cent or more of the issued share capital of the Parent (excluding any part of that issued share<br>capital that carries no right to participate beyond a specified amount in a distribution of either profits or capital); or”.
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(c)	a new paragraph (c) shall be added to the definition of Change of Control in clause 1.1 (Definitions)<br>of the Facilities Agreement as follows:
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“(c) in respect of Holdco, any person or group of persons acting in concert gains direct or indirect control of Holdco. For the purposes of this “control” of Holdco means:

(i)	the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to:
(A)	cast, or control the casting of, more than 50 per cent of the maximum number of votes that might be cast at a general meeting of Holdco;
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(B)	appoint or remove all, or the majority, of the directors or other equivalent officers of Holdco; or
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(C)	give directions with respect to the operating and financial policies of Holdco with which the directors or other equivalent officers<br>of Holdco are obliged to comply; or
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(ii)	to hold beneficially more than 50 per cent or more of the issued share capital of Holdco (excluding any<br>part of that issued share capital that carries no right to participate beyond a specified amount in a distribution of either profits or<br>capital).”.
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| --- | --- | | (d) | a new definition of ETI Group shall be added in clause 1.1 (Definitions) of the Facilities Agreement as follows: | | --- | --- |

“ETI Group means Exela Technologies, Inc. and each of its Subsidiaries (excluding the Group);”

(e)	the definition of Holdco in clause 1.1 (Definitions) of the Facilities Agreement shall be deleted in its<br>entirety and replaced with the following:

“Holdco means XBP Europe Holdings, Inc. (to be renamed XBP Global Holdings, Inc.);”

(f)	the definition of Holdco Group in clause 1.1 (Definitions) of the Facilities Agreement shall be deleted<br>in its entirety and replaced with the following:

“Holdco Group means each of the ETI Group and the New Holdco Group;”

(g)	a new definition of New Holdco Group shall be added in clause 1.1 (Definitions) of the Facilities Agreement<br>as follows:

“New Holdco Group means Holdco and each of its Subsidiaries (excluding the Group);”

(h)	a new paragraph (j) of the definition of Permitted Loan in clause 1.1 (Definitions) of the Facilities Agreement shall be added<br>as follows and the remaining paragraphs renumbered accordingly:
“(j)	any loan made with the consent<br>of the Agent by a Borrower as creditor to any of Holdco, Exela Technologies, Inc. and/or Exela Technologies BPA, LLC and/or any<br>of its Subsidiaries in an aggregate amount not exceeding £14,000,000 (or its equivalent in other currencies) for the purposes of<br>directly or indirectly refinancing amounts used in the acquisition of Exela Technologies BPA, LLC by Holdco, and any replacement or refinancing<br>of such a loan which shall not require the consent of the Agent provided that such loan otherwise complies with this paragraph (j)”;
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(i)	paragraph (j) of clause 2.2 (Increase option) of the Facilities Agreement shall be deleted in its<br>entirely and replaced with the following:
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“(j)	Each Borrower shall apply all<br>amounts borrowed by it in respect of the Additional Revolving Facility Commitments towards:
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(i)	Permitted Acquisitions;
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(ii)	capital expenditure of the Group subject to the cap as set out in clause 2.4(b)(ii) (Purpose) below;<br>and/or
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(iii)	the loan described in paragraph (j) of the definition of ‘Permitted Loan’ subject to the cap as set<br>out therein.”;
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| --- | --- | | (j) | paragraph (b) of clause 2.4 (Purpose) of the Facilities Agreement shall be deleted in its entirely and replaced with the following: | | --- | --- |

“(c) Subject to paragraph (c) below, each Borrower shall apply all amounts borrowed by it under the Revolving Facility towards the general corporate purposes of the Group, including (but not limited to):

(i)	Permitted Acquisitions;
(ii)	capital expenditure of the Group up to a maximum aggregate amount of £3,000,000; and
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(iii)	the loan described in paragraph (j) of the definition of ‘Permitted Loan’ subject to the cap set<br>out therein.”;
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(k)	the first sentence of paragraph (a) of clause 21.4 (Requirements as to financial statements) of the Facilities Agreement shall<br>be deleted in its entirety and replaced with the following:
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“(a) The Parent shall procure that each set of Annual Financial Statements and Quarterly Financial Statements includes a separate balance sheet, profit and loss account and cashflow statement and the consolidated financial statements for (i) the Parent and its subsidiaries and (ii) Holdco and its Subsidiaries.”;

(l)	the definition of EBITDA in clause 22.1 (Financial definitions) of the Facilities Agreement shall be deleted<br>in its entirety and replaced with the following:

“EBITDA means, in respect of any Relevant Period, the consolidated (if appropriate) operating profit of the Group before taxation excluding the results from discontinued operations:

(a)	before deducting any interest, commission, fees, discounts, prepayment fees, premiums or charges<br>and other finance payments whether paid, payable or capitalised by any member of the Group (calculated on a consolidated basis, if appropriate)<br>in respect of that Relevant Period;
(b)	not including any accrued interest owing to any member of the Group;
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(c)	after adding back any amount attributable to the amortisation, depreciation or impairment of assets of<br>members of the Group;
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(d)	after adding back any amount attributable to equity compensation costs (other than in cash);
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(e)	before taking into account any Exceptional Items;
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(f)	before taking into account any unrealised gains or losses on any derivative instrument or financial instrument<br>(other than any derivative instrument which is accounted for on a hedge accounting basis);
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(g)	before taking into account any gain or loss arising from an upward or downward revaluation of any other<br>asset or warrant liability;
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(h)	after deducting the amount of any capitalised research and development and related personnel costs; and
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(i)	after adding back any research and development tax credits recognised in the Relevant Period,
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in each case, to the extent added, deducted or taken into account, as the case may be, for the purposes of determining operating profits of the Group before taxation.”

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| --- | --- | | (m) | the definition of Finance Charges in clause 22.1 (Financial definitions) of the Facilities Agreement shall be deleted in its entirety and replaced with the following: | | --- | --- |

“Finance Charges means, for any Relevant Period, the aggregate amount of the accrued interest, commission, fees, discounts, prepayment fees, premiums or charges and other finance payments in respect of the Term Loan Facilities, the Revolving Facility, the Existing Factoring Arrangements and any new factoring facility arrangements put in place from time to time paid or payable by any member of the Group (calculated on a consolidated basis, if appropriate) in cash or capitalised in respect of that Relevant Period:

(a)	including any upfront fees or costs in relation to this Agreement;
(b)	including the interest (but not the capital) element of payments in respect of Finance Leases;<br>and
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(c)	including any commission, fees, discounts and other finance payments payable by (and deducting<br>any such amounts payable to) any member of the Group under any interest rate hedging arrangement,
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and so that no amount shall be added (or deducted) more than once.”;

(n)	a new paragraph (c) of clause 23.19 (No guarantees or indemnities) of the Facilities Agreement shall<br>be added as follows:
“(c)	The Parent shall procure that<br>Holdco does not incur or allow to remain outstanding any guarantee in respect of (i) any obligation of any person to XBP Americas<br>LLC or (ii) any obligation of XBP Americas LLC or any of its Subsidiaries to a lender, agent or financial institution”<br>; and
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(o)	the reference to the Holdco Group in clause 23.6 (Sanctions) of the Facilities Agreement shall be deleted<br>and replaced with a reference to the New Holdco Group;
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(p)	clause 24.12 (Audit qualification) of the Facilities Agreement shall be deleted in its entirely and replaced<br>with the following:
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“The Auditors of either Holdco or the Parent qualify the audited annual financial statements of Holdco or the Parent (as applicable)”.

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Signatories to the Amendment Agreement

The Obligors’ Agent

Signed by	)
	)
for and on behalf of XBP OPE, INC.:	)
	)

All values are in Euros.

By:	Andrej<br> Jonovic
Address:	1237<br> 7th Street, Santa Monica, CA 90401
Email:	andrej.jonovic@xbpeurope.com
Attention:	Andrej<br> Jonovic

[Project Thyme – AmendmentAgreement – Signature Page]

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The Agent

Signed<br> for and on behalf of HSBC UK BANK PLC:	)	/s/ Richard<br> Colclough
	)
	)
	)

By:

Address:	HSBC UK Bank plc, Level 7, Thames Tower,<br> Station Road, Reading, Berkshire, RG1 1LX
Email:	richard.colclough@hsbc.com
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Attention:	Richard<br> Colclough
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The Security Agent

Signed<br> for and on behalf of HSBC UK BANK PLC:	)	/s/ Richard<br> Colclough
	)
	)
	)

By:

Address:	HSBC UK Bank plc, Level 7, Thames Tower,<br> Station Road, Reading, Berkshire, RG1 1LX
Email:	richard.colclough@hsbc.com
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Attention:	Richard<br> Colclough
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[Project Thyme – AmendmentAgreement – Signature Page]

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Exhibit 99.1

XBP Europe Holdings, Inc. Completes Acquisition of Exela TechnologiesBPA, LLC, Creating a Global Business Process Automation Powerhouse

Acquisition results in over $900 million incombined annual Revenue, resulting in a Net Debt-to-EBITDA ratio of the combined company of approximately 3.5x

SANTA MONICA, CA and LONDON, U.K. July 30, 2025 – XBP Europe Holdings, Inc. (“XBP Europe”) (Nasdaq: XBP), a pan-European integrator of bills, payments, and related solutions and services, has finalized its acquisition of Exela Technologies BPA, LLC (“BPA”), a leading provider of business process automation solutions. The combined entity will operate under the new name XBP Global Holdings, Inc. (“XBP Global”), reflecting its expanded global footprint and capabilities.

This acquisition is expected to expand XBP Global’s annual revenue to over $900 million, with a workforce of approximately 11,000 employees across 19 countries. The company now serves more than 2,500 clients, including over 60 Fortune 100 companies.

“This development reflects our ambition to grow as a truly global technology and services powerhouse – a company with both regional strengths and a clear international identity. The acquisition creates a global, integrated platform with a referenceable, AI-powered solution suite, further strengthened by BPA’s improved balance sheet, which gives us significant momentum.” said Andrej Jonovic, CEO. “We are open for business and our teams will be reaching out to clients and prospects to share how this combination enhances our connected global brand and expands the value we deliver.”

Key Benefits of the Acquisition

-	Global Scale and Strategic Agentic AI Investments

With this acquisition, XBP Global reinforces its position as a multinational leader in business process automation — accelerating global expansion and deepening market presence across key markets. Simultaneously, the combined company has made substantial investments in artificial intelligence, deploying agentic AI-powered workflow solutions across key sectors such as healthcare, banking, and the public sector. These initiatives are already enhancing operational efficiency, reducing manual workloads, and delivering measurable value to clients worldwide. Together, global scale and AI innovation form the foundation of XBP Global’s strategy to drive digital transformation and redefine enterprise automation on a global stage.

-	Strengthened Financial Position

This transaction follows the significant strengthening of BPA’s financial position, resulting in a trailing Net Debt-to-Adjusted EBITDA ratio of the combined company of approximately 3.5x. BPA’s enhanced capital structure provides the right conditions to support organic growth and strategic initiatives.

As part of the transaction, XBP Europe issued approximately 81.8 million new shares of common stock resulting in the elimination of $1.1 billion of BPA’s secured debt under the court-approved plan of reorganization for BPA and its subsidiaries, with shares valued at $4.98 per share and equity valuation of $585.7 million for purposes of the plan. As a result, BPA and its subsidiaries successfully emerged from Chapter 11.

-	Enhanced Governance

Post-transaction, XBP Global’s ownership structure is more diversified, with a broader base of institutional shareholders. The company has also strengthened its corporate governance framework, with its Board of Directors remaining majority independent and now further enhanced with a new slate of highly experienced and independent members. This governance enhancement underscores XBP Global’s commitment to transparency, accountability, and long-term value creation for all stakeholders.

XBP Global is committed to a seamless integration process, leveraging the strengths of both organizations to deliver enhanced value and innovative solutions to clients globally.

The company will file a Form 8-K to provide additional details about the transaction. Key aspects of the acquisition have already been disclosed in previously filed reports.

About XBP Global

XBP Global Holdings, Inc. (“XBP Global”) is a multinational leader in business process automation, serving over 2,500 clients—including more than 60 Fortune 100 companies—across 19 countries with a workforce of approximately 11,000 employees. The name “XBP,” which stands for “exchange for bills and payments,” reflects its mission reflects the Company’s strategy to connect buyers and suppliers, across industries, including banking, healthcare, insurance, utilities and the public sector, to optimize clients’ bills and payments and related digitization processes. With the acquisition of Exela Technologies BPA, LLC, XBP Europe transformed into XBP Global, combining its legacy with expanded global reach, AI-driven capabilities, and a commitment to driving digital transformation worldwide.

Its proprietary software and deep domain expertise position it as a trusted technology and services partner. With cloud-based solutions and a global footprint, XBP Global delivers measurable value, improves advances digital transformation, improves market-wide liquidity by expediting payments, and promotes sustainable business practices.

For more information, please visit: www.xbpglobal.com.

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. These statements include financial forecasts, projections, and other statements about future operations, financial position, business strategy, market opportunities, and trends. Forward-looking statements can often be identified by terms such as “may,” “should,” “expect,” “intend,” “will,” “estimate,” “anticipate,” “believe,” “predict,” “plan,” “targets,” “projects,” “could,” “would,” “continue,” “forecast,” or similar expressions.

This press release includes forward-looking non-GAAP financial measures, such as projected Adjusted EBITDA and Net Debt. Adjusted EBITDA is defined as net income excluding interest, taxes, depreciation, amortization, and certain non-recurring items, while Net Debt is total debt minus cash and cash equivalents. The Company cannot reconcile these measures to their most comparable GAAP metrics — net income and total debt — without unreasonable effort, due to challenges in forecasting future interest, taxes, depreciation, and non-recurring items. These measures are provided for informational purposes only and should not be considered substitutes for financial measures prepared in accordance with GAAP.

All forward-looking statements are based on estimates, forecasts, and assumptions that are inherently uncertain and subject to risks and factors that could cause actual results to differ materially. These include, but are not limited to: (1) risks related to the acquisition, including the inability to realize anticipated benefits, disruptions to operations, and costs associated with the transaction; (2) legal proceedings; (3) failure to meet Nasdaq listing standards; (4) competition and market conditions; (5) economic, geopolitical, and regulatory changes; (6) challenges in retaining clients, employees, and suppliers; and (7) other risks detailed in XBP Europe’s filings with the SEC, including the “Risk Factors” section of its Annual Report on Form 10-K for 2025, filed on March 19, 2025, and the proxy statement for the 2025 annual meeting.

Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date made. XBP Global undertakes no obligation to update these statements, except as required by law. There is no assurance that XBP Global or its subsidiaries will achieve the results projected in these statements.

For more XBP Europe news, commentary, and industry perspectives, visit:

https://www.xbpeurope.com/

And please follow us on social:

X: https://X.com/XBPEurope

LinkedIn: https://www.linkedin.com/company/xbp-europe/

The information posted on XBP Europe’s website and/or via its social media accounts may be deemed material to investors. Accordingly, investors, media and others interested in XBP Europe should monitor XBP Europe’s website and its social media accounts in addition to XBP Europe’s press releases, SEC filings and public conference calls and webcasts

Investor and/or Media Contacts:

investors@xbpeurope.com