XBP Global Holdings, Inc 8-K/A, filed Sep 12, 2025
XBP Global Holdings, Inc. (XBP)
About this 8-K/A
XBP Global Holdings, Inc filed this 8-K/A on September 12, 2025, reporting on events of July 15, 2025.
Items reported
- Item 2.01: Completed an acquisition or sale of assets
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
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):
September 12, 2025 (
(Exact name of registrant as specified in its charter)
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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).
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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. ¨
EXPLANATORY NOTE
This Current Report on Form 8-K/A (this “Amendment”) is being filed by XBP Global Holdings, Inc., a Delaware corporation (the “Company”), to amend the Current Report on Form 8-K (the “Prior 8-K”) filed with the Securities and Exchange Commission (the “SEC”) on July 21, 2025, in connection with the consummation on July 15, 2025 of the 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 Company is filing this Amendment solely to provide (i) 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, referred to in Item 9.01(a) below, and (ii) unaudited pro forma condensed combined financial information as of and for the three-month period ended March 31, 2025, referred to in Item 9.01(b) below. This Amendment does not otherwise modify or update any disclosures in the Prior 8-K.
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Item 2.01 Completion of Acquisition or Disposition of Assets.
This Amendment amends the Prior 8-K to include Item 9.01(a) Financial Statements of Business Acquired and Item 9.01(b) Pro Forma Financial Information, which were not previously filed with the Prior 8-K and are permitted to be filed by amendment no later than 71 days after the date on which the Prior 8-K was required to be filed.
The above description does not purport to be complete and is qualified in its entirety by reference to the MIPA and other agreements relating to this acquisition, copies of which were filed as exhibits to the Company’s Current Report on Form 8-K filed with the SEC on July 10, 2025, and are incorporated by reference into this Amendment. The required historical financial statements of BPA Group and the related pro forma financial information are contained herein under Item 9.01 of this Amendment.
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 Company’s Definitive Proxy Statement on Schedule 14A filed with the SEC on July 15, 2025 (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
The following exhibits are filed herewith:
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Exhibit No. |
Description |
| 23.1 | Consent of EisnerAmper LLP. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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: September 12, 2025
| XBP GLOBAL HOLDINGS, INC. | ||
| By: | /s/ Dejan Avramovic | |
| Dejan Avramovic | ||
| Chief Financial Officer | ||
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Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in the Registration Statements of XBP Global Holdings, Inc. (formerly XBP Europe Holdings, Inc.) on Form S-3 (No. 333-284999) and Form S-8 (No. 333-283971), of our report dated July 1, 2025, on our audits of the combined and consolidated financial statements of Exela Technologies BPA, LLC, Subsidiaries and Affiliates (now known as XBP Americas, LLC) (the “Company”) as of December 31, 2024 and 2023 and for each of the years then ended, which report was included in XBP Global Holdings, Inc.’s Definitive Proxy Statement on Schedule 14A dated July 15, 2025 and which is incorporated by reference in the Form 8-K/A of XBP Global Holdings, Inc. dated September 12, 2025 . Our report includes an explanatory paragraph about the existence of substantial doubt concerning the Company’s ability to continue as a going concern.
/s/ EisnerAmper LLP
EISNERAMPER LLP
Iselin, New Jersey
September 12, 2025