XBP Global (NASDAQ: XBPEW) updates 8-K with BPA acquisition financials

(Neutral)

Form Type

8-K/A

Rhea-AI Filing Summary

XBP Global Holdings, Inc. filed an amended current report to add detailed financial information for its recent acquisition of Exela Technologies BPA, LLC and its subsidiaries, referred to as the BPA Group.

The amendment incorporates audited BPA Group financial statements for the years ended December 31, 2024 and 2023, unaudited interim results for the three months ended March 31, 2025, and unaudited pro forma condensed combined financial information as of and for the three-month period ended March 31, 2025. These materials are incorporated by reference from the company’s definitive proxy statement, and the filing also includes an auditor consent from EisnerAmper LLP.

8-K Event Classification

2 items: 2.01, 9.01

2 items

Item 2.01 Completion of Acquisition or Disposition of Assets Financial

The company completed a significant acquisition or sale of business assets.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

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Accepted by SEC EDGAR 09/12/2025 - 04:55 PM

FAQ

What does XBP Global Holdings’ 8-K/A filing for XBPEW cover?

The 8-K/A filing adds financial information related to XBP Global Holdings’ acquisition of the BPA Group. It incorporates audited 2024 and 2023 statements, March 31, 2025 interim results, and related pro forma combined financial data by reference from a definitive proxy statement.

Which business did XBP Global Holdings acquire in July 2025?

XBP Global Holdings acquired all membership interests in Exela Technologies BPA, LLC and its subsidiaries, collectively called the BPA Group. The seller was Exela Technologies, Inc. and its subsidiaries, under a Membership Interest Purchase Agreement dated July 3, 2025.

What financial statements of the BPA Group are included in XBP Global’s 8-K/A?

The filing incorporates audited financial statements of the BPA Group for the years ended December 31, 2024 and 2023, plus unaudited interim financial statements for the three months ended March 31, 2025, all taken by reference from the company’s definitive proxy statement.

What pro forma information does XBP Global provide in this 8-K/A?

XBP Global provides unaudited pro forma condensed combined financial information related to the BPA Group acquisition. It covers data as of and for the three-month period ended March 31, 2025, with the specific pro forma schedules incorporated by reference from the definitive proxy statement.

How is the BPA Group acquisition agreement described in the XBP Global filing?

The acquisition is governed by a Membership Interest Purchase Agreement dated July 3, 2025. Under this agreement, XBP Global acquired all membership interests in the BPA Group from Exela Technologies, Inc. and its subsidiaries, with the transaction consummated on July 15, 2025.

What exhibits are attached to XBP Global Holdings’ 8-K/A for XBPEW?

The filing lists two exhibits: a consent of EisnerAmper LLP, labeled as Exhibit 23.1, and the Cover Page Interactive Data File, labeled as Exhibit 104, which is embedded within the Inline XBRL document for the report.

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

FORM 8-K/A

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 (July 15, 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

75061

(Address of principal executive offices)

(Zip Code)

(844) 935-2832

Registrant’s telephone number, including area code

XBP Europe Holdings, Inc.

2701 East Grauwyler Road

Irving, Texas 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	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 ¨

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.

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:

*Exhibit No.*	*Description*

23.1	Consent of EisnerAmper LLP.

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: September 12, 2025

	XBP GLOBAL HOLDINGS, INC.

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

Source: View Original Filing on SEC EDGAR