8-K
filed December 5, 2023, 6:59 PM ET
ticker XBP
CIK 0001839530
M&A
confidence high
sentiment neutral
materiality 1.00
XBP Global Holdings, Inc. (XBP): M&A transaction — XBP Europe Holdings completes de-SPAC merger, begins trading under 'XBP' on Nasdaq
XBP Global Holdings, Inc.
- Business combination with XBP Europe closed Nov 29, 2023; common stock and warrants began trading on Nasdaq Nov 30 under XBP and XBPEW.
- 30,166,102 common shares outstanding post-close; 6.6M warrants exercisable at $11.50; 669,661 shares redeemed at ~$11.11 (~$7.4M).
- Par Chadha appointed Executive Chairman; prior CEO Howard Lutnick and CFO Jane Novak resigned along with four directors.
- Exela Technologies beneficial owner of 72.3% of common stock; Sponsor (CFAC Holdings VIII) owns 23.5% (incl. warrants).
- Entered Tax Sharing, Registration Rights, and Services Agreements with Exela; services charged at cost plus 8%.
Key facts
Extracted from this filing and checked against the source text.
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
XBP Global Holdings, Inc.: Adopted a new Code of Business Conduct and Ethics following the consummation of the business combination (effective 2023-11-29).
- Change
- code of ethics
- Effective
- 2023-11-29
Exact text from the filing
a new Code of Business Conduct and Ethics (the " Code of Conduct ")
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
XBP Global Holdings, Inc.: Company ceased to be a shell company as a result of the merger.
- Change
- shell status
Exact text from the filing
As a result of the Merger, which fulfilled the definition of a business combination as required by the Old Charter, the Company ceased to be a shell company (as defined in Rule 12b-2 of the Exchange Act) as of the Closing.
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 filed, authorizing 160M common and 10M preferred shares, effective upon closing of business combination (effective 2023-11-29).
- Change
- charter amendment
- Effective
- 2023-11-29
Exact text from the filing
On the Closing Date, in connection with the consummation of the Business Combination, the Company’s amended and restated certificate of incorporation (the " Old Charter ") was amended and restated by the filing of the New Charter. The New Charter became effective upon filing with the Secretary of State of the State of Delaware on November 29, 2023
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.7
XBP Global Holdings, Inc.: The Board ratified the existing amended and restated bylaws in connection with the closing; however no substantive bylaw amendment described.
- Change
- bylaw amendment
Exact text from the filing
the Board ratified, approved and adopted the Amended and Restated Certificate of Incorporation and ratified the Company’s existing amended and restated bylaws
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
XBP Global Holdings, Inc. underwent a change of control involving BTC International Holdings, Inc. and XBP Europe, Inc. (closed 2023-11-29).
- Action
- change of control
- Counterparty
- BTC International Holdings, Inc. and XBP Europe, Inc.
- Closing
- 2023-11-29
Exact text from the filing
On November 29, 2023 (the “ Closing Date ”), XBP Europe Holdings, Inc., a Delaware corporation f/k/a CF Acquisition Corp. VIII (the “ Company ,” “ we ,” “ us ” or “ our ”), consummated the previously announced business combination (the “ Closing ”) pursuant to that certain Agreement and Plan of Merger, dated October 9, 2022
View on SEC.gov
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