---
schema_version: "secwatch.filing_event.v1"
accession: "0001213900-23-093176"
form_type: "8-K"
ticker: "XBP"
cik: "0001839530"
company_name: "XBP Global Holdings, Inc."
filed_at: "2023-12-05T23:59:59+00:00"
generated_at: "2026-06-07T18:13:54.114412+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 1.0
calibrated_materiality_score: 1.0
confidence: "high"
source: SEC EDGAR
---

# XBP Europe Holdings completes de-SPAC merger, begins trading under 'XBP' on Nasdaq

## Summary
- 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%.

## SEC filing metadata
- accession: 0001213900-23-093176
- form_type: 8-K
- ticker: XBP
- cik: 0001839530
- company_name: XBP Global Holdings, Inc.
- filed_at: 2023-12-05T23:59:59+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 1.0
- calibrated_materiality_score: 1.0
- confidence: high
- sec_items: 1.01, 2.01, 3.02, 9.01, 3.03, 5.01, 5.02, 5.03, 5.05, 5.06
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1839530/000121390023093176/0001213900-23-093176-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1839530/000121390023093176/ea189423-8k_xbpeurope.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001213900-23-093176
- JSON: https://secwatch.observer/filing/0001213900-23-093176.json
- Plain text: https://secwatch.observer/filing/0001213900-23-093176.txt

## Key facts
- Governance Changes
  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
  source text: a new Code of Business Conduct and Ethics (the " Code of Conduct ")
  evidence_url: https://www.sec.gov/Archives/edgar/data/1839530/000121390023093176/0001213900-23-093176-index.htm
- Governance Changes
  XBP Global Holdings, Inc.: Company ceased to be a shell company as a result of the merger.
  - Change: shell status
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1839530/000121390023093176/0001213900-23-093176-index.htm
- Governance Changes
  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
  source text: 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/1839530/000121390023093176/0001213900-23-093176-index.htm
- Governance Changes
  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
  source text: the Board ratified, approved and adopted the Amended and Restated Certificate of Incorporation and ratified the Company’s existing amended and restated bylaws
  evidence_url: https://www.sec.gov/Archives/edgar/data/1839530/000121390023093176/0001213900-23-093176-index.htm
- M&A Transactions
  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
  source text: 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/1839530/000121390023093176/0001213900-23-093176-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.