[8-K] XBP Europe Holdings, Inc. Warrant Reports Material Event

Rhea-AI Filing Summary

On 15 Jul 2025, XBP Americas, LLC, a wholly-owned subsidiary of XBP Europe Holdings, Inc. (Nasdaq: XBP / XBPEW), closed the acquisition of 100% of Exela Technologies BPA, LLC and its subsidiaries (the “BPA Group”) from Exela Technologies, Inc. under the Membership Interest Purchase Agreement signed 3 Jul 2025.

The purchase price was only $1.00 because the BPA Group is operating under Chapter 11 bankruptcy (case “In re DocuData Solutions, L.C.”) and carries substantial encumbrances. The deal is classified as a related-party transaction as both buyer and seller share common ownership.

The transaction contains conditions subsequent: if the bankruptcy reorganization plan is not effective or other conditions are unmet by 7 Aug 2025, XBP can rescind the purchase. The filing provides no pro-forma financials, synergies or earnings guidance.

Key implications: XBP gains potential upside from a distressed asset at minimal cash cost but assumes restructuring risk and faces governance scrutiny due to the affiliated nature of the deal.

Positive

• Acquisition completed for nominal $1, minimizing upfront cash outflow while potentially capturing distressed-asset upside.
• Possible expansion of service portfolio if BPA Group emerges successfully from Chapter 11.

Negative

• Target is in Chapter 11 bankruptcy, exposing XBP to restructuring risk and unknown liabilities.
• Related-party nature may trigger governance and fairness concerns among minority investors.
• Rescission right until 7 Aug 2025 creates uncertainty regarding long-term ownership and integration plans.

Insights

M&A Analyst

TL;DR: Nominal $1 purchase of bankrupt BPA Group adds scope but embeds restructuring risk; related-party nature heightens governance scrutiny—impact modest but watch conditions.

The consideration signals that liabilities likely outweigh assets, so value depends on a successful Chapter 11 reorganization. Because rescission is allowed until 7 Aug 2025, the closing is provisional, limiting immediate balance-sheet impact. Strategic upside exists if BPA’s client relationships survive bankruptcy, yet integration costs and potential claims could offset gains. Investors should track court milestones and any forthcoming pro-forma disclosures before revising forecasts.

Corporate Governance Expert

TL;DR: Related-party $1 deal raises conflict-of-interest and liability concerns; investors need transparency on liabilities and condition fulfilment before Aug 7.

Common ownership complicates independence of the valuation and approval process. Absence of fairness opinion or independent director review is not addressed, elevating minority-shareholder risk. The short window for rescission suggests unfinished due diligence. Governance best practice would require detailed disclosure of assumed obligations and board oversight; the filing is silent on these areas, skewing risk to the downside until additional information is provided.

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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): July 15, 2025

XBP Europe 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)

2701 East Grauwyler Road Irving, Texas		75061
(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(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 x

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 2.01 Completion of Acquisition or Disposition of Assets"

On July 15, 2025, XBP Americas, LLC, a wholly-owned subsidiary of XBP Europe Holdings, Inc. ("XBP") completed the previously announced 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 consideration for the sale was $1.00, reflecting the encumbered nature of the BPA Group, which are currently involved in Chapter 11 bankruptcy proceedings under the caption “In re DocuData Solutions, L.C.” The transaction is subject to certain conditions subsequent that could result in the rescission of the transaction if not satisfied by August 7, 2025, including the failure of the effective date of the bankruptcy reorganization plan to occur.

XBP and ETI are under common ownership, and as such, the transaction is considered a related party transaction.

For additional information regarding the MIPA please refer to the XBP's Current Report on Form 8-K filed with the Securities and Exchange Commission on July 10, 2025, which included a copy of the MIPA as an exhibit.

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 21, 2025

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

FAQ

What asset did XBP Europe Holdings (XBP) acquire on July 15, 2025?

XBPʼs subsidiary bought all membership interests in Exela Technologies BPA, LLC and its subsidiaries (the “BPA Group”).

How much did XBP pay for the BPA Group?

The purchase price was $1.00 due to the BPA Group’s encumbered, Chapter 11 status.

Why was the acquisition price only $1?

Because the BPA Group is operating under Chapter 11 bankruptcy, its liabilities outweigh its asset value, justifying a nominal price.

Can the BPA transaction be cancelled?

Yes. If certain post-closing conditions—including effectiveness of the reorganization plan—are not met by 7 Aug 2025, the deal can be rescinded.

Is this acquisition a related-party transaction?

Yes. XBP and Exela Technologies share common ownership, making the deal a related-party transaction.

Does the 8-K disclose any pro-forma financial impact?

No. The filing does not provide pro-forma financials or earnings guidance related to the acquisition.