XBP Global (NASDAQ: XBP) corrects charter amendments, keeps common stock plans

Rhea-AI Filing Summary

XBP Global Holdings, Inc. filed a new Certificate of Amendment to its Third Amended and Restated Certificate of Incorporation with the Delaware Secretary of State on December 12, 2025, and also filed two Certificates of Correction that void earlier charter amendments from July 29 and July 30, 2025.

The company explains that these corrective filings do not change the substance of its charter or its previously announced plans regarding its common stock, but instead replace the July 29 amendment and void a July 30 amendment that had purported to change the company’s name to a name change already in effect.

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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): December 12, 2025

XBP Global Holdings, Inc.

(Exact name of registrant as specified in its charter)

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

6641 N. Belt Line Road, Suite 100 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On December 12, 2025, XBP Global Holdings, Inc. (the “Company”) filed a Certificate of Amendment (the “Certificate of Amendment”) to its Third Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware. The Certificate of Amendment contains provisions identical to those in the certificate of amendment filed on July 29, 2025, which was previously disclosed in the Company’s Current Report on Form 8-K filed on August 4, 2025.

Immediately prior to filing the Certificate of Amendment, the Company filed two Certificates of Correction with the Secretary of State of the State of Delaware, which voided (i) the certificate of amendment filed on July 29, 2025 (which was subsequently replaced with the Certificate of Amendment), and (ii) a certificate of amendment dated July 30, 2025, that purported to change the Company’s name to its present name, a change already effected.

The foregoing description is qualified in its entirety by reference to the Certificate of Amendment and the two Certificates of Correction, filed as Exhibits 3.1, 3.2, and 3.3 hereto, respectively, and incorporated herein by reference.

For clarity, the corrective filings described above did not result in any changes to the substance of the Company’s Third Amended and Restated Certificate of Incorporation, as amended, or to the Company’s previously announced plans regarding its common stock

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

3.1		Certificate of Amendment to Third Amended and Restated Certificate of Incorporation, dated December 12, 2025.
3.2		Certificate of Correction to Certificate of Amendment of Certificate of Incorporation (voiding July 29, 2025 Amendment), dated December 12, 2025.
3.3		Certificate of Correction to Certificate of Amendment of Certificate of Incorporation (voiding July 30, 2025 Amendment), dated December 12, 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: December 12, 2025

	XBP GLOBAL HOLDINGS, INC.
	By:	/s/ Ross Dawson
		Ross Dawson
		Secretary

FAQ

What did XBP (XBP) change in its charter on December 12, 2025?

On December 12, 2025, XBP Global Holdings, Inc. filed a Certificate of Amendment to its Third Amended and Restated Certificate of Incorporation and two Certificates of Correction with the Delaware Secretary of State, replacing and voiding certain charter amendments originally filed in July 2025.

Do the December 12, 2025 filings change XBP (XBP) common stock plans?

No. XBP states that the corrective filings did not result in any changes to the substance of its Third Amended and Restated Certificate of Incorporation, as amended, or to its previously announced plans regarding its common stock.

Why did XBP Global void its July 29 and July 30, 2025 charter amendments?

The company filed Certificates of Correction that voided (i) the July 29, 2025 certificate of amendment, which is replaced by the new Certificate of Amendment, and (ii) a July 30, 2025 certificate of amendment that had purported to change the company’s name, even though that name change had already been effected.

Where is XBP Global incorporated and where are its securities listed?

XBP Global Holdings, Inc. is incorporated in Delaware. Its common stock trades on The Nasdaq Capital Market under the symbol XBP, and its redeemable warrants trade under the symbol XBPEW.

Which exhibits are attached to XBP Global’s latest charter update?

The report includes: Exhibit 3.1 (Certificate of Amendment dated December 12, 2025), Exhibit 3.2 (Certificate of Correction voiding the July 29, 2025 amendment), Exhibit 3.3 (Certificate of Correction voiding the July 30, 2025 amendment), and Exhibit 104 (Cover Page Interactive Data File).

Does this XBP (XBP) update affect the substance of its charter?

No. The company clarifies that the corrective filings did not result in any changes to the substance of its Third Amended and Restated Certificate of Incorporation, as amended.