8-K
filed August 4, 2025, 7:59 PM ET
ticker XBP
CIK 0001839530
other material
confidence high
sentiment neutral
materiality 0.85
XBP Global Holdings, Inc. (XBP): auditor change — XBP emerges from restructuring; issues 81.8M shares to noteholders, new board and $150M ABL facility
XBP Global Holdings, Inc.
- Issued 81,799,821 shares of common stock to allowed note claims; total outstanding 117,516,255 shares.
- Post-restructuring ownership: ETI ~27.1%, Gates Capital ~25.9%, Avenue Capital ~9.8%.
- Board expanded to seven; added Regina Paolillo, Sanjay Srivastava, Robert Pryor, Randal Klein; two prior directors resigned.
- Dismissed auditor EisnerAmper (going concern note); retained UHY as independent auditor.
- Entered into $150M ABL credit facility with MidCap Financial and other exit financing arrangements.
Key facts
Extracted from this filing and checked against the source text.
Auditor Changes
SEC 8-K Item 4.01/4.02
confidence 0.9
XBP Global Holdings, Inc. engaged UHY LLP as its auditor.
- Action
- engagement
- Auditor
- UHY LLP
Exact text from the filing
(b) Engagement of New Independent Registered Public Accounting Firm. On the Effective Date, the Company maintained UHY LLP (“UHY”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025, consistent with
View on SEC.gov
Auditor Changes
SEC 8-K Item 4.01/4.02
confidence 0.9
XBP Global Holdings, Inc. dismissed EisnerAmper LLP as its auditor.
- Action
- dismissal
- Auditor
- EisnerAmper LLP
Exact text from the filing
the Company dismissed EisnerAmper LLP (“Eisner”), the independent registered public accounting firm that audited the financial statements of the BPA Group (when it was a subsidiary of ETI), effective as of the Effective Date.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
XBP Global Holdings, Inc.: Amended and restated Certificate of Incorporation to change name, increase authorized shares, remove staggered board, reestablish stockholder written consent, and clarify corporate opportunities (effective 2025-07-29).
- Change
- charter amendment
- Effective
- 2025-07-29
Exact text from the filing
The Amended Charter includes: · A name change to “XBP Global Holdings, Inc.” · An increase in authorized shares to 400,000,000 shares of Common Stock and 20,000,000 shares of preferred stock. · Removal of the staggered board, reestablishment of stockholder action by written consent
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
XBP Global Holdings, Inc.: Adopted Second Amended and Restated Bylaws to reflect name change, board composition changes, and meeting procedures.
- Change
- bylaw amendment
Exact text from the filing
Effective as of the Effective Date, the Company adopted the Second Amended and Restated Bylaws, which update governance provisions to reflect the name change, certain changes relating to the board composition and certain board and stockholder meeting procedures.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
XBP Global Holdings, Inc.: Filed Certificate of Amendment authorizing a reverse stock split of Common Stock at a ratio between 1-for-3 and 1-for-15, subject to Board determination.
- Change
- charter amendment
Exact text from the filing
As disclosed in the Prior 8-K, stockholders also approved the Reverse Stock Split Proposal (Proposal 5 in the Proxy Statement), amending the Amended Charter to authorize a reverse stock split of Common Stock at a ratio between 1-for-3 and 1-for-15, to be determined by the Board and may be implemented in 2025
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