XBP Europe Holdings, Inc.

DEF 14A 1 tm2518513-2_def14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549​

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Schedule 14A

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Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

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Preliminary Proxy Statement

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Confidential, for the use of the Commission only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material Pursuant to §240.14a-12

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XBP EUROPE HOLDINGS, INC.​

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(Name of Registrant as Specified in its Charter)​

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)​

Payment of Filing Fee (Check all boxes that apply):

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No fee required

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Fee paid previously with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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PROXY STATEMENT

DATED JULY 15, 2025

To the Stockholders of XBP Europe Holdings, Inc.:

You are cordially invited to attend the 2025 Annual Meeting of XBP Europe Holdings, Inc., a Delaware corporation (“XBP” or the “Company”), which will be held on July 25, 2025, at 10:00 a.m., Eastern Time, or at such other time, on such other date and at such other place to which the meeting may be postponed or adjourned (the “Annual Meeting”). The Company will be holding the Annual Meeting via a live webcast at www.virtualshareholdermeeting.com/XBP2025.

The accompanying notice of the Annual Meeting and proxy statement describe the business the Company will conduct at the Annual Meeting and provide information about the Company that you should consider when you vote your shares. As more fully described in the accompanying proxy statement, which is dated July 15, 2025, and is first being mailed to stockholders on or about July 15, 2025, the Annual Meeting will be held for the purpose of considering and voting on the following proposals (collectively, the “Proposals”):

(1)

The Director Election Proposal (Proposal 1)— To consider and vote upon a proposal to elect two directors to serve on the board of directors until the 2028 annual meeting of stockholders or until such earlier time as may result from the approval of Proposal 3C and until their respective successors are duly elected and qualified (the “Director Election Proposal”);

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(2)

The Auditor Ratification Proposal (Proposal 2) — To consider and vote upon a proposal to ratify the appointment of UHY LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025 (the “Auditor Ratification Proposal”);

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(3)

Charter Amendment Proposals — To approve and adopt an amendment and restatement to the second amended and restated certificate of incorporation of XBP (the “XBP Charter”), as set out in the draft third amended and restated version of XBP Charter appended to this proxy statement as Annex A (the “Amended Charter”), for the following amendments (collectively, the “Charter Amendment Proposals”):

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(A)

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(B)

Increase in Authorized Shares — To increase the number of authorized shares from 210,000,000, consisting of 200,000,000 shares of common stock, each with a par value of $0.0001 (“XBP common stock” or “our common stock”), and 10,000,000 shares of preferred stock, each with a par value of $0.0001 (“XBP preferred stock”), to 420,000,000 consisting of 400,000,000 shares of XBP common stock, and 20,000,000 shares of XBP preferred stock (Proposal 3B);

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(C)

75% Approval Provisions — To amend certain provisions in the XBP Charter (a) to remove the existing staggered board, (b) to reestablish the right for stockholders to vote by written consent without a meeting except in the case of (i) the election of directors and (ii) the approval of a merger, consolidation, conversion, or sale of all or substantially all assets, and (c) to amend the existing corporate opportunities waiver to clarify the circumstances where the waiver will not apply(Proposal 3C); and

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(D)

Amendment and Restatement of the XBP Charter — Conditioned upon the receipt of the requisite vote on Proposals 3A to 3C, to approve the proposed Amended Charter in the form attached as Annex A hereto, which includes the approval of all other changes in the proposed

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Amended Charter in connection with replacing the existing XBP Charter with the proposed Amended Charter and making any conforming amendments should any proposal fail to pass (Proposal 3D).

(4)

The Nasdaq Proposal (Proposal 4) — To consider and vote upon a proposal to approve, for purposes of complying with Nasdaq Listing Rule 5635, the issuance of up to 88,432,239 newly issued shares of XBP common stock plus any shares of our common stock that may be purchased by ETI or its affiliates to satisfy certain funding obligations under the Plan, which amount will be determined as described in more detail in the accompanying proxy statement (the “Nasdaq Proposal”);

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(5)

The Reverse Stock Split Proposal (Proposal 5) — To adopt an amendment to the XBP Charter to effect a reverse split of XBP’s outstanding common stock at a ratio in the range of 1-for-3 to 1-for-15, to be determined at the discretion of XBP’s board of directors and publicly announced during 2025, whereby each outstanding 3 to 15 shares would be combined, converted and changed into 1 share of XBP common stock (the “Reverse Stock Split Proposal”);

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(6)

The Stock Plan Amendment Proposal (Proposal 6) — To adopt an amendment to the XBP Europe Holdings, Inc. 2024 Stock Incentive Plan to (i) increase the number of shares of common stock authorized for issuance thereunder by a fixed amount of 5,000,000 shares and (ii) conditionally increase the share reserve to ensure that, if Proposal 4 is approved, and the Restructuring (as defined in and described in more detail in the accompanying proxy statement ) is consummated, the total number of shares authorized under the Stock Plan equals 10% of the Company’s total common stock outstanding immediately following the completion of the Restructuring (the “Stock Plan Amendment Proposal”); and

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(7)

The Adjournment Proposal (Proposal 7) — To consider and vote upon a proposal to adjourn the Annual Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Annual Meeting, there are not sufficient votes to approve the Director Election Proposal, the Auditor Ratification Proposal, the Charter Amendment Proposals, the Nasdaq Proposal, the Reverse Stock Split Proposal or the Stock Plan Amendment Proposal. We refer to this Proposal 7 as the “Adjournment Proposal.”

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If you have any questions or need assistance with voting your XBP common stock, please contact us at investors@xbpeurope.com. The proxy statement and the notice of the Annual Meeting will be available atwww.virtualshareholdermeeting.com/XBP2025.

The proxy statement provides you with detailed information about the Proposals and other matters to be considered at the Annual Meeting of XBP’s stockholders. We encourage you to carefully read the entire proxy statement, including all annexes attached hereto.

Your vote is important regardless of the number of shares you own. Whether you plan to attend the Annual Meeting or not, please sign, date, and return the proxy card accompanying the proxy statement as soon as possible in the envelope provided. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.

Whether or not you plan to attend the Annual Meeting, we urge you to read the accompanying proxy statement, including the financial statements and annexes and other documents referred to therein, carefully and in their entirety. IN PARTICULAR, YOU SHOULD CAREFULLY CONSIDER THE MATTERS DISCUSSED UNDER “RISK FACTORS” BEGINNING ON PAGE 19 OF THE ACCOMPANYING PROXY STATEMENT.

After careful consideration, XBP’s board of directors has determined that each of the Proposals is fair to and in the best interests of XBP and its stockholders and has approved such proposals. The XBP Board recommends that stockholders vote “FOR”:

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the Director Election Proposal;

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the Auditor Ratification Proposal;

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each of the Charter Amendment Proposals;

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the Nasdaq Proposal;

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the Reverse Stock Split Proposal;

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the Stock Plan Amendment Proposal; and

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the Adjournment Proposal, if it is presented at the Annual Meeting.

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When you consider the recommendation of the XBP board of directors of these proposals, you should keep in mind that directors and officers of XBP have interests that may conflict with your interests as a stockholder. Our Executive Chairman, Mr. Par Chadha, is also the Executive Chairman of Exela Technologies, Inc. (“ETI”), which indirectly holds approximately 26.9% of the Allowed Notes Claims (as defined within). ETI is expected to beneficially own between approximately 15.9% and 27.9% of XBP common stock upon the conclusion of the Restructuring (taking into account shares issuable upon cash exercise of a warrant to be issued in connection with the Restructuring, but without taking into account any shares of our common stock that may be purchased by ETI or its affiliates to satisfy certain funding obligations as described in the accompanying proxy statement). Messrs. Chadha and Andrej Jonovic, our CEO and director, could be deemed to be affiliated with shareholders that together control ETI, and Mr. Chadha is Mr. Jonovic’s father-in-law. Mr. Jonovic, our CEO, shall remain on our board of directors following the Restructuring in accordance with the Plan. Two of our existing board members, Messrs. J. Coley Clark and James G. Reynolds, also serve on the board of the BPA Group (as defined within). Each of our directors holds capital stock in both ETI and XBP, and each of our directors will receive a release of claims from the Debtors as part of the Plan (as such terms are defined within). All of our directors other than Mr. Jonovic were at one time directors of ETI. Our executive officers, Messrs. Jonovic, Avramovic and Robu may be entitled to enhanced severance benefits under our Severance Plan (as defined herein) for 24 months following the Restructuring.

As of the date hereof, BTC International Holdings, Inc. (“BTC”) owns approximately 60.7% of the issued and outstanding shares of XBP common stock. BTC has informed us it intends to vote the shares of XBP common stock owned by BTC in favor of the Proposals. XBP’s directors and executive officers, who collectively own approximately 10.5% of the issued and outstanding shares of XBP common stock have also informed us they intend to vote in favor of the Proposals. Because shares owned by BTC and such directors and officers collectively represent approximately 71.2% of the issued and outstanding shares of XBP common stock, we believe that the approval of all of the Proposals (other than Proposal 3C, which requires the vote of 75% of the outstanding shares of XBP common stock) is effectively assured.

The Notice of Annual Meeting and accompanying proxy statement, a proxy or voting instruction card and our 2024 Annual Report to Stockholders will be first mailed to you and to other stockholders of record commencing on or about July 15, 2025.

On behalf of the XBP board, I would like to thank you for your support and look forward to a successful Annual Meeting.

Very truly yours,

Par Chadha

Executive Chairman

July 15, 2025

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JULY 25, 2025

TO THE STOCKHOLDERS OF XBP EUROPE HOLDINGS, INC.:

NOTICE IS HEREBY GIVEN that the 2025 Annual Meeting of stockholders (the “Annual Meeting”) of XBP Europe Holdings, Inc., a Delaware corporation (“XBP” or the “Company”), will be held virtually atwww.virtualshareholdermeeting.com/XBP2025 at 10:00 a.m. (Eastern Time), on July 25, 2025. Details on how to participate are more fully described in the accompanying proxy statement. At the Annual Meeting, XBP stockholders will be asked to consider and vote upon the following proposals (collectively, the “Proposals”).

You are cordially invited to attend the Stockholders Meeting, which will be held for the following purposes:

(1)

The Director Election Proposal (Proposal 1)— To consider and vote upon a proposal to elect two directors to serve on the board of directors until the 2028 annual meeting of stockholders or until such earlier time as may result from the approval of Proposal 3C and until their respective successors are duly elected and qualified (the “Director Election Proposal”);

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(2)

The Auditor Ratification Proposal (Proposal 2) — To consider and vote upon a proposal to ratify the appointment of UHY LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025 (the “Auditor Ratification Proposal”);

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(3)

Charter Amendment Proposals— To approve and adopt an amendment and restatement to the second amended and restated certificate of incorporation of XBP (the “XBP Charter”), as set out in the draft third amended and restated version of XBP Charter appended to the proxy statement as Annex A (the “Amended Charter”), for the following amendments (collectively, the “Charter Amendment Proposals”):

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(A)

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(B)

Increase in Authorized Shares — To increase the number of authorized shares from 210,000,000, consisting of 200,000,000 shares of common stock, each with a par value of $0.0001 (“XBP common stock” or “our common stock”), and 10,000,000 shares of preferred stock, each with a par value of $0.0001 (“XBP preferred stock”), to 420,000,000 consisting of 400,000,000 shares of XBP common stock, and 20,000,000 shares of XBP preferred stock (Proposal 3B);

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(C)

75% Approval Provisions — To amend certain provisions in the XBP Charter (a) to remove the existing staggered board, (b) to reestablish the right for stockholders to vote by written consent without a meeting except in the case of (i) the election of directors and (ii) the approval of a merger, consolidation, conversion, or sale of all or substantially all assets, and (c) to amend the existing corporate opportunities waiver to clarify the circumstances where the waiver will not apply (Proposal 3C); and

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(D)

Amendment and Restatement of the XBP Charter — Conditioned upon the receipt of the requisite vote on Proposals 3A to 3C, to approve the proposed Amended Charter in the form attached as Annex A hereto, which includes the approval of all other changes in the proposed Amended Charter in connection with replacing the existing XBP Charter with the proposed Amended Charter and making any conforming amendments should any proposal fail to pass (Proposal 3D).

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(4)

The Nasdaq Proposal (Proposal 4) — To consider and vote upon a proposal to approve, for purposes of complying with Nasdaq Listing Rule 5635, the issuance of up to 88,432,239 newly

​ issued shares of XBP common stock plus any shares of our common stock that may be purchased by ETI or its affiliates to satisfy certain funding obligations under the Plan, which amount will be determined as described in more detail in the accompanying proxy statement (the “Nasdaq Proposal”);

(5)

The Reverse Stock Split Proposal (Proposal 5) — To adopt an amendment to the XBP Charter to effect a reverse split of XBP’s outstanding common stock at a ratio in the range of 1-for-3 to 1-for-15, to be determined at the discretion of XBP’s board of directors and publicly announced during 2025, whereby each outstanding 3 to 15 shares would be combined, converted and changed into 1 share of XBP common stock (the “Reverse Stock Split Proposal”);

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(6)

The Stock Plan Amendment Proposal (Proposal 6) — To adopt an amendment to the XBP Europe Holdings, Inc. 2024 Stock Incentive Plan to (i) increase the number of shares of common stock authorized for issuance thereunder by a fixed amount of 5,000,000 shares and (ii) conditionally increase the share reserve to ensure that, if Proposal 4 is approved, and the Restructuring (as defined in and described in more detail in the accompanying proxy statement ) is consummated, the total number of shares authorized under the Stock Plan equals 10% of the Company’s total common stock outstanding immediately following the completion of the Restructuring (the “Stock Plan Amendment Proposal”); and

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(7)

The Adjournment Proposal (Proposal 7) — To consider and vote upon a proposal to adjourn the Annual Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Annual Meeting, there are not sufficient votes to approve the Director Election Proposal, the Auditor Ratification Proposal, the Charter Amendment Proposals, the Nasdaq Proposal, the Reverse Stock Split Proposal or the Stock Plan Amendment Proposal. We refer to this Proposal 7 as the “Adjournment Proposal.”

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Only holders of record of XBP common stock at the close of business on June 12, 2025 (the “Record Date”) are entitled to notice of the Annual Meeting and to vote at the Annual Meeting and any adjournments or postponements of the Annual Meeting. As of the Record Date, there were 35,915,548 shares of XBP common stock outstanding and entitled to vote at the Annual Meeting. Each share of XBP common stock is entitled to one vote per share on any matter presented to stockholders at the Annual Meeting.

The approval of the Auditor Ratification Proposal, the Nasdaq Proposal, the Reverse Stock Split Proposal, the Stock Plan Amendment Proposal and the Adjournment Proposal requires the affirmative vote of a majority of the issued and outstanding shares of XBP common stock as of the Record Date cast by the stockholders represented in person or by proxy and entitled to vote thereon at the Annual Meeting. The approval of the Charter Amendment Proposals (other than Proposal 3C) requires the affirmative vote of a majority of the issued and outstanding shares of XBP common stock as of the Record Date entitled to vote thereon. The approval of Proposal 3C requires the affirmative vote of 75% of the voting power of all of the then-outstanding shares of capital stock of XBP entitled to vote generally in the election of directors at the meeting voting together as a single class. The approval of the Director Election Proposal requires a plurality vote of the shares of XBP common stock cast by the stockholders represented in person or by proxy and entitled to vote thereon at the Annual Meeting.

Your vote is important regardless of the number of shares you own. Whether you plan to attend the Annual Meeting or not, please sign, date, and return the proxy card accompanying the proxy statement as soon as possible in the envelope provided. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.

Your attention is directed to the proxy statement (including the annexes hereto) for a more complete description of each of the Proposals. We encourage you to read the proxy statement carefully. If you have any questions or need assistance voting your shares, please contact us at investors@xbpeurope.com.

By Order of the Board of Directors of

July 15, 2025

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

FOR THE ANNUAL STOCKHOLDER MEETING TO BE HELD ON JULY 25, 2025 AT 10:00 a.m. (EASTERN TIME):

This Notice of Annual Meeting, the related proxy statement, a form of proxy and the Annual Report on Form 10-K for the year ended December 31, 2024, as amended, are available at our website at: https://www.xbpeurope.com/ and at www.virtualshareholdermeeting.com/XBP2025

IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS.