XBP Europe Holdings, Inc.

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EXPLANATORY NOTE

XBP Europe Holdings, Inc.’s (“XBP,” the “Company,” “we,” “us,” and “our”) acquisition (the “Acquisition”) of its affiliate, Exela Technologies BPA, LLC (collectively with its subsidiaries, the “BPA Group” ), subject to certain conditions, on July 3, 2025, as further described below, has been determined to be significant under Rule 3-05 of Regulation S-X. As such, and in accordance with SEC requirements, this proxy statement includes audited financial statements of the BPA Group for the two most recent fiscal years required, as well as unaudited interim financial statements for the three-month period ended March 31, 2025. Management’s Discussion and Analysis of Financial Condition and Results of Operations for the BPA Group for the year ended December 31, 2024 and the three-month period ended March 31, 2025 is also included to provide shareholders with a better understanding of the historical performance of the acquired business.

In addition, we have included unaudited pro forma condensed combined financial statements to illustrate the estimated effects of the Acquisition and related restructuring resulting from the BPA Group exiting Bankruptcy (the “Restructuring”) on our consolidated financial position and results of operations as further described below. These pro forma financial statements are provided for informational purposes only and are not necessarily indicative of the results that would have been achieved had the transactions occurred on the dates assumed, nor are they necessarily indicative of future results.