8-K - XBP - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 6, 2026

XBP Global Holdings, Inc.

(Exact name of registrant as specified in its charter)


Delaware		001-40206		85-2002883
(State or other jurisdiction of <br>incorporation or organization)		(Commission File Number)		(I.R.S. Employer <br>Identification Number)


6641 N. Belt Line Road , Suite 100<br><br>Irving , Texas		75063
(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		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

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 8.01. Other Events.

As previously disclosed, on September 16, 2025, the Company received a letter from the Listing Qualifications Department (the “Staff”) of the NASDAQ Stock Market LLC (“Nasdaq”) notifying the Company that the Company was not in compliance with Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”), as the minimum bid price for the Company’s listed securities was less than $1 for the previous 30 consecutive business days. The Company had a period of 180 calendar days, or until March 15, 2026, to regain compliance with the rule referred to in this paragraph.

In its letter dated December 31, 2025, Nasdaq indicated that the Company has regained compliance with the Minimum Bid Price Requirement, and the matter is now closed.

Forward-Looking Statements

This Current Report on Form 8-K and the press release furnished as Exhibit 99.1 contain “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. Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those projected. Please refer to the “Forward-Looking Statements” section in Exhibit 99.1 for additional information.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

99.1	Press Release dated January 6, 2026
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: January 6, 2026

	XBP GLOBAL HOLDINGS, INC.

	By:	/s/ Dejan Avramovic
		Dejan Avramovic
		Chief Financial Officer

Exhibit 99.1

XBP Global Holdings, Inc. Regains Compliance with Nasdaq Minimum Bid Price Requirement

Irving, Texas, January 6, 2026 – XBP Global Holdings, Inc. (“XBP Global” or “the Company”) (NASDAQ: XBP), a workflow automation leader that leverages decades of industry experience, a global footprint, and agentic AI to rethink business process automation and digital transformation, today announced it has received written notice from The Nasdaq Stock Market LLC (“Nasdaq”) confirming that the Company has regained compliance with the $1.00 minimum bid price requirement under the Nasdaq Listing Rule 5550(a)(2) and that the matter is now closed.

As previously disclosed, on September 16, 2025, Nasdaq notified the Company that its common stock had failed to maintain a minimum bid price of $1.00 over the prior 30 consecutive business days, as required by the Nasdaq Listing Rules. With Nasdaq’s latest notification, XBP Global has regained compliance with Listing Rule 5550(a)(2).

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,” “target,” “project,” “could,” “would,” “continue,” “forecast,” or similar expressions. All forward-looking statements are based on current expectations, estimates, forecasts, and assumptions that are inherently uncertain and subject to risks and factors that could cause actual results to differ materially. These risks and factors include, but are not limited to: (1) risks related to the acquisition, including the inability to realize anticipated benefits, potential disruptions to operations, and costs associated with the acquisition; (2) legal proceedings and related uncertainties; (3) failure to regain or maintain compliance with Nasdaq listing standards; (4) competition and changes in market conditions; (5) economic, geopolitical, and regulatory developments; (6) challenges in retaining clients, employees, and suppliers; and (7) other risks detailed in the Company’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 definitive proxy

statement for the 2025 annual meeting of stockholders. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date made. Except as required by law, XBP Global undertakes no obligation to update or revise any forward-looking statements to reflect subsequent events or circumstances. There can be no assurance that XBP Global or its subsidiaries will achieve the results projected in these statements.

About XBP Global

XBP Global is a multinational technology and services company powering intelligent workflows for organizations worldwide. With a presence in 20 countries and approximately 11,000 employees, XBP Global partners with over 2,500 clients, including many of the Fortune 100, to orchestrate mission-critical systems that enable hyper-automation.

Our proprietary platforms, agentic AI-driven automation, and deep domain expertise across industries and the public and private sectors enable our clients to entrust us with their most impactful digital transformations and workflows. By combining innovation with execution excellence, XBP Global helps businesses reimagine how they work, transact, and unlock value.

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

https://www.xbpglobal.com

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X: https://X.com/XBPglobal

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Contacts:

Investor Relations: David Shamis, investors@xbpglobal.com

Media Inquiries: Srushti Rao, press@xbpglobal.com