Form 3: Exela Subsidiaries Receive 27,037,562 XBP Shares and Warrants

Rhea-AI Filing Summary

Event: On 07/29/2025 Exela Technologies, Inc., through wholly owned subsidiaries XCV-STS, LLC and GP 3XCV LLC, received 27,037,562 shares of common stock ($0.0001 par) of XBP Europe Holdings, Inc. (Issuer: XBP) pursuant to the closing of restructuring transactions under Chapter 11 in the U.S. Bankruptcy Court for the Southern District of Texas, Case No. 25-90023 (Docket No. 826).

Derivatives and record ownership: The subsidiaries entered into warrant agreements for 6,632,418 Warrant Shares, exercisable 07/29/2025 and expiring 07/29/2030, with an exercise price of $4.98. XCV-STS and GP 3XCV are the record holders and beneficial ownership is reported as indirect. The Form 3 was signed by Par Chadha on 08/06/2025. Relationship to issuer: Director.

Positive

• Acquisition of 27,037,562 shares of XBP common stock by Exela subsidiaries on 07/29/2025 pursuant to the restructuring
• Receipt of warrants for 6,632,418 shares exercisable 07/29/2025 at an exercise price of $4.98 and expiring 07/29/2030
• Explicit citation of bankruptcy docket (Case No. 25-90023, Docket No. 826) provides documentary traceability for the transactions

Negative

• None.

Insights

Financial Analyst

TL;DR: Large equity and warrant position received by Exela subsidiaries as part of a Chapter 11 restructuring; material ownership disclosure.

This Form 3 reports an immediate, substantial transfer of equity: 27,037,562 common shares plus warrants covering 6,632,418 shares. The warrants carry a $4.98 exercise price and a five-year term to 07/29/2030. The shares and warrants were received under the documented restructuring (Case No. 25-90023, Docket No. 826). XCV-STS and GP 3XCV are record holders and ownership is indirect, which is important for understanding voting and control implications disclosed in the filing. No earnings or valuation metrics are provided in the Form.

Corporate Governance Expert

TL;DR: Disclosure shows governance and ownership changes tied to bankruptcy restructuring; Form 3 appropriately reports indirect beneficial ownership.

The filing documents receipt of equity and attachable warrants by wholly owned subsidiaries of the reporting entity, identifying the record holders and citing the bankruptcy docket. The Form identifies the reporting person as a Director and provides signature and filing dates (signed 08/06/2025). This is a routine but material Section 16 disclosure; it clarifies that beneficial ownership is indirect through XCV-STS and GP 3XCV and points investors to the underlying Chapter 11 docket for transactional detail.

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Exela Technologies, Inc.

(Last) (First) (Middle)

8550 WEST DESERT INN ROAD

SUITE 102-452

(Street)

LAS VEGAS NV 89117

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/29/2025

3. Issuer Name and Ticker or Trading Symbol
XBP Global Holdings, Inc. [ XBP ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	27,037,562(1)	I(2)	See footnote 2(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrant to Purchase Common Stock	07/29/2025(3)	07/29/2030	See footnote 3(3)	6,632,418(3)	$4.98(1)	I(2)	See footnote 2(2)

Explanation of Responses:

1. On July 29, 2025, the Reporting Person received, through its wholly owned subsidiaries, XCV-STS, LLC ("XCV-STS") and GP 3XCV LLC ("GP 3XCV"), 27,037,562 shares of common stock, $0.0001 par value (the "Common Stock") XBP Europe Holdings, Inc. (the "Issuer"), pursuant to the closing of certain restructuring transactions in accordance with an amended plan of reorganization effectuated under voluntary cases, filed by certain entities that were direct or indirect subsidiaries of the Reporting Person, under chapter 11 of title 11 of the United States Code, ss.ss. 101-1532, as amended, in the United States Bankruptcy Court for the Southern District of Texas, under Case No 25-90023 [Docket No. 826] (the "Restructuring Transactions").

2. XCV-STS and GP 3XCV are the record holders of the shares of Common Stock and the Warrant Shares (as defined below).

3. On July 29, 2025, XCV STS and GP 3XCV each entered into warrant agreements with the Issuer in respect of 6,632,418 shares of Common Stock (the "Warrant Shares") pursuant to the Restructuring Transactions.

	/s/ Par Chadha	08/06/2025
	** Signature of Reporting Person	Date
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FAQ

What did the Form 3 filed by Exela Technologies report for XBP (XBPEW)?

The Form 3 reports that Exela subsidiaries received 27,037,562 XBP common shares and warrants for 6,632,418 shares on 07/29/2025 pursuant to Chapter 11 restructuring.

Who holds the shares and warrants reported on the Form 3?

XCV-STS, LLC and GP 3XCV LLC, wholly owned subsidiaries of Exela Technologies, are identified as the record holders and hold indirect beneficial ownership.

What are the key terms of the warrants disclosed in the Form 3?

The warrants cover 6,632,418 shares, are exercisable on 07/29/2025, expire on 07/29/2030, and have an exercise price of $4.98.

Under what legal proceeding were the securities issued?

The securities were issued under restructuring transactions effected under Chapter 11 in the U.S. Bankruptcy Court for the Southern District of Texas, Case No. 25-90023 (Docket No. 826).

When was the Form 3 signed and by whom?

The Form 3 was signed by Par Chadha on 08/06/2025.