XBP Europe Holdings, Inc.

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SUMMARY OF THE PROXY STATEMENT

This summary, together with the section titled “Questions and Answers — Questions and Answers about the XBP Proposals,” summarizes certain information contained in this proxy statement and may not contain all of the information that is important to you. To better understand the Proposals to be considered at the Annual Meeting, you should read this entire proxy statement carefully, including the annexes. See also the section titled “Where You Can Find More Information.”

Unless otherwise indicated or the context otherwise requires, references in this Summary to the “Company” or “XBP” refer to XBP Europe Holdings, Inc. Frequently used definitions can also be found under the heading “Frequently Used Terms” above.

On July 3, 2025, XBP purchased, subject to certain terms and conditions, the BPA Group, which comprises the American and Asian operating business of XBP’s indirect parent company ETI. The BPA Group was acquired pursuant to the MIPA for nominal consideration since almost all of the material assets of the BPA Group are held by entities that filed the Chapter 11 Cases. If the Debtors fail to emerge from Chapter 11 before August 7, 2025, including as a result of the failure to obtain the approval of the proposals relevant to the Restructuring contained in this proxy statement, the parties to the MIPA have agreed to rescind the acquisition of the BPA Group and to restore the status quo ante the acquisition unless an extension is agreed among the parties to the MIPA and certain other interested stakeholders.

On May 7, 2025, the Debtors, including the BPA Group, filed the Plan of reorganization in the Chapter 11 Cases. The Debtors received conditional approval of the Disclosure Statement and the Bankruptcy Court approved procedures pursuant to which the Debtors solicited votes to accept or reject the Plan. The majority of the Debtors’ creditors that were entitled to vote on the Plan accepted it. On June 23, 2025, the Bankruptcy Court approved the Disclosure Statement on a final basis and confirmed the Plan.

Additional information about the Chapter 11 Cases, including the disclosure statement and plan of reorganization filed in the Chapter 11 Cases can be found at the Debtors’ restructuring website: https://cases.omniagentsolutions.com/?clientId=3734.

The Plan incorporates the terms of a global and comprehensive settlement reached in the Chapter 11 Cases among the Debtors, the Consenting Creditors, ETI, certain non-Debtor subsidiaries of ETI other than XBP, and the committee of unsecured creditors in the Chapter 11 Cases. The material terms of the Restructuring contemplated under the Plan are set forth below.

Capitalized terms used below but not defined herein have the meanings given such terms in the Plan. A copy of the Plan is available at the Debtor’s restructuring website: https://cases.omniagentsolutions.com/?clientId=3734.

Equitization

All Allowed Notes Claims will be satisfied in part by the distribution of 73,292,640 to 74,437,837 shares of newly issued XBP common stock and warrants in respect of 6,632,418 shares of newly issued XBP common stock.

Certain backstop and funding fees notionally payable in the equity of the Debtors will be satisfied in exchange for up to 8,507,181 shares of our newly-issued XBP common stock.

Before any new issuance of XBP common stock by XBP, XCV-EMEA will cause all of the shares of XBP common stock held by its subsidiary, BTC, XBP’s largest shareholder, to be distributed to the holders of Allowed Notes Claims, to satisfy XCV-EMEA’s guarantee of certain of the Secured Debt, thereby adding additional consideration to the newly issued XBP common stock described above.

Cash Payments. Holders of allowed general unsecured claims will receive cash consideration through either pro rata participation in a general unsecured claims cash recovery or election to participate in a convenience class recovery, all as described in the Plan. All other claims are either unimpaired or receive no recovery, as set forth in the Plan.

DIP Financing. The Chapter 11 Cases are being financed by $185 million in post-petition loans and advances to the Debtors, comprising $80 million of new Money Loans and $105 million of Roll-Up Loans (prior loans that will not be equitized).

On the Plan Effective Date, in accordance with the Plan we will acquire XCV-EMEA, but only upon the conclusion of the Restructuring transactions described below, and only after XCV-EMEA no longer owns our shares.

Exit Financing. On the Effective Date of the Plan:

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XBP or the ETI Consenting Parties will provide funding to the Debtors in an amount of $18 million (which amount, if funded by us, will require additional borrowings). If funded by the ETI Consenting Parties, the ETI Consenting Parties can elect to provide the funding in exchange for Rollover Exit Notes to be issued in connection with the Exit Facility described below or in exchange for newly issued XBP common stock at Plan Equity Value.

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The BPA Group will enter into an Exit Facility pursuant to which all DIP Obligations shall be converted into Rollover Exit Notes on a cashless basis, except as otherwise provided for a portion of the Sub-Group DIP Lenders’ DIP Obligations, as detailed in the Plan.

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The BPA Group will also enter into a supplemental Exit Facility to replace or refinance the Blue Torch Facility in the aggregate principal amount of $38,885,000, plus accrued and unpaid interest, fees, and expenses, with either (a) a new Blue Torch Facility or (b) the Gates Exit Facility; provided that if the Debtors enter into the Gates Exit Facility, the Blue Torch Facility, including any related guarantees, will be repaid with the proceeds of the Gates Exit Facility.

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The Consenting ETI Entities shall be bound by a commitment to pay (a) the first $15 million of Transaction Tax Liability and (b) any Transaction Tax Liability in excess of $25 million, with any amounts of the Transaction Tax Liability between $15 million and $25 million being the obligation of the BPA Group . The Consenting ETI Entities may satisfy the Transaction Tax Liability through the purchase of Rollover Exit Notes to be issued in connection with the Exit Facility or in exchange for newly issued XBP common stock at Plan Equity Value.

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The BPA Group will continue or replace its existing securitization programs.

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Shareholder Rights Agreement

Pursuant to the Plan, the board of directors of the Company shall adopt the Rights Agreement to protect shareholders from unsolicited takeovers. This agreement, often referred to as a “poison pill,” grants one right per common share, exercisable if any shareholder acquires 30% or more of XBP’s common stock (subject to exceptions including existing holdings and shares issuable pursuant to the Plan). Upon such an event, each right allows holders, except the acquiring shareholder, to purchase additional shares at a significant discount, diluting the acquiring shareholder’s stake. The Rights Agreement aims to ensure a fair acquisition process, preserving shareholder value during potential hostile takeover attempts. However, the Rights Agreement may limit shareholders’ ability to sell their shares at a premium. The rights are set to expire eighteen months from the date of adoption of the Rights Agreement, unless redeemed or exchanged earlier by the Board.

Registration Rights Agreement

Pursuant to the Plan, XBP expects to enter into a Registration Rights Agreement granting registration rights to certain persons receiving shares of XBP common stock in the Restructuring The Registration Rights Agreement grants certain holders of the outstanding XBP common stock certain rights to register such shares, including through shelf registrations on Form S-3 or Form S-1, which XBP must file and maintain effective to allow resale of the shares on a delayed or continuous basis. Such holders may request demand registrations for their shares, provided the offering meets certain financial thresholds, and they will be entitled to participate in piggyback takedowns when XBP registers its own securities. The Registration Rights Agreement will also include provisions for underwriting, lock-up periods restricting sales before and after offerings, and XBP’s undertakings to facilitate registrations, cover registration expenses, and provide indemnification and contribution for liabilities arising from registration statements.

Governance

In connection with the Restructuring, if implemented, and as part of the Plan, XBP is seeking certain amendments to its certificate of incorporation (as described in this proxy statement) and separately will increase the size of its Board to seven (7) directors, and provide the Consenting Creditors a one-time right to designate four (4) nominees for appointment to the Board on behalf of all the recipients of our common stock under the Plan, and a lead independent director will be selected from the independent directors by a majority vote of the directors. Messrs. Akins and Clark will be required to resign effective prior to such appointment, leaving Messrs. Chadha, Jonovic and Reynolds to continue serving on the Board. As of the date of this proxy statement, the four (4) new director nominees have not been finalized or been engaged by the Company to serve upon the consummation of the Restructuring.

Transaction Support Agreement

On July 3, 2025, XBP entered into the Transaction Support Agreement with the Debtors where XBP and the Debtors agreed, among other things, to support and take all commercially reasonable actions necessary and appropriate to facilitate the Plan, including seeking the shareholder approvals for Proposals 3 to 5, as further described in this proxy statement, and thereafter issuing up to 88,432,239 shares of XBP common stock as contemplated by the Plan (in addition to any shares of our common stock that may be purchased by ETI or its affiliates to satisfy certain funding obligations under the Plan).

The Proposals

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”);

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”).

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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(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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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

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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).

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 this proxy statement (the “Nasdaq Proposal”).

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”).

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”).

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 as the “Adjournment Proposal.”

Date, Time and Place of Annual Meeting

The Annual Meeting will be held virtually atwww.virtualshareholdermeeting.com/XBP2025 at 10:00 a.m. (Eastern Time), on July 25, 2025, or at such other date and time to which such meeting may be adjourned or postponed, to consider and vote upon the Proposals. We will hold the Annual Meeting solely by means of remote communication.

Proxy Solicitation

Proxies may be solicited by telephone, by facsimile, by mail, on the Internet or in person by XBP. If a stockholder grants a proxy, it may still vote its shares in person if it revokes its proxy before the Annual Meeting. A stockholder may also change its vote by submitting a later-dated proxy, as described in the section titled “Annual Meeting — Revoking Your Proxy.”

XBP is soliciting proxies on behalf of its Board. This solicitation is being made by mail but also may be made by telephone or in person. XBP and its directors, officers and employees may also solicit proxies in person. XBP will file with the SEC all scripts and other electronic communications as proxy soliciting materials. XBP will bear the cost of the solicitation.

XBP will ask banks, brokers and other institutions, nominees, and fiduciaries to forward the proxy materials to their respective principals and to obtain their authority to execute proxies and voting instructions. XBP will reimburse such banks, brokers, and other institutions, nominees, and fiduciaries for their reasonable expenses.

XBP has not engaged a proxy solicitor for the upcoming shareholder meeting. While XBP reserves the right to do so if circumstances change, it currently does not anticipate that engaging a proxy solicitor will be necessary. XBP intends to conduct its own solicitation of proxies and will bear all associated costs. We believe that our shareholders will participate and vote based on the information we have received from our stockholders and the information provided in this proxy statement.

Quorum and Required Vote for Stockholder Proposals

A quorum of XBP stockholders is necessary to hold a valid meeting. A quorum will be present at the Annual Meeting if a majority of the XBP common stock issued and outstanding and entitled to vote at the Annual Meeting is represented in person or by proxy at the Annual Meeting. Abstentions and “WITHHOLD” votes will count as present for the purposes of establishing a quorum. Broker non-votes will not be counted for purposes of establishing a quorum.

The approval of the Charter Amendment Proposals requires the affirmative vote of a majority of the issued and outstanding XBP common stock as of the Record Date. Accordingly, a XBP stockholder’s failure to vote by proxy or to vote in person at the Annual Meeting or an abstention will have the same effect as a vote “AGAINST” the Charter Amendment Proposals.

The approval of the Auditor Ratification Proposal, the Nasdaq Proposal, the Reverse Stock Split Proposal, Stock Plan Amendment Proposal and the Adjournment Proposal each require the affirmative vote of the holders of a majority 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. A XBP stockholder’s failure to vote by proxy or to vote in person at the Annual Meeting or an abstention will have no effect on the outcome of the vote on the Auditor Ratification Proposal, the Nasdaq Proposal, the Reverse Stock Split Proposal, Stock Plan Amendment Proposal and the Adjournment Proposal, except in the case where there is no quorum.

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. A XBP stockholder’s failure to vote by proxy or to vote in person at the Annual Meeting or a “WITHHOLD” vote will no effect on the Director Election Proposal.

No Proposal is conditioned on the approval of any other proposal set forth in this proxy statement, except that the authority conveyed in Proposal 3D will depend on the vote on the amendments proposed in Proposals 3A to 3C, and the amount of the share reserve for the Stock Plan in Proposal 6 is dependent on the vote on Proposals 4 and 5.

Recommendation to XBP Stockholders

The XBP Board believes that the Proposals to be presented at the Annual Meeting are in the best interests of XBP and its stockholders and recommends that XBP stockholders vote “FOR” the Proposals.

When you consider the recommendation of the XBP Board in favor of approval of these Proposals, you should keep in mind that XBP directors and officers have interests that may be different from or in addition to (and which may conflict with) your interests as a stockholder. Please see the sections entitled “Risk Factors” of this proxy statement for a further discussion of these interests and other risks. These interests include, among other things, the fact that:

Summary of Risk Factors

This discussion includes forward-looking information regarding XBP business, results of operations and cash flows and contractual obligations and arrangements that involve risks, uncertainties, and assumptions. XBP’s actual results may differ materially from any future results expressed or implied by such forward-looking statements as a result of various factors, including, but not limited to, those discussed in the sections of this proxy statement entitled “Cautionary Note Regarding Forward-Looking Statements.” The term XBP Global is used to describe XBP’s business, giving effect to the Acquisition and the Restructuring.

XBP’s business is subject to numerous risks and uncertainties that you should be aware of before making an investment decision. The following is a summary of the principal risk factors that could materially and adversely affect our business, financial condition, results of operations, and prospects. You should read this summary together with the more detailed description of each risk factor contained elsewhere in this proxy statement as well as the “Risk Factors” section of XBP’s most recent Annual Report on Form 10-K, which provides a comprehensive overview of material risks facing XBP and is provided in the proxy materials.

Risks Relating to the Restructuring

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Significant Remaining Debt Burden. Despite debt reduction through the Restructuring, the BPA Group will maintain approximately $367 million in secured indebtedness, which could place XBP Global at a competitive disadvantage and limit its operational flexibility compared to less leveraged competitors.

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Debt Service Obligations. The BPA Group will continue to face significant interest expense and principal repayment obligations despite debt reduction, and its ability to service this debt depends on future performance and cash generation that is subject to factors beyond its control.

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Secured Obligations and Foreclosure Risk. The BPA Group’s obligations under the Exit Facilities will be secured by liens on substantially all assets, giving secured lenders superior claims and foreclosure rights in the event of insolvency, liquidation, or default.

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Restrictive Debt Covenants. Restrictive debt covenants in our financing agreements will significantly limit management’s discretion and our ability to conduct business, pursue opportunities, and respond to changing circumstances, with defaults potentially triggering acceleration and foreclosure.

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Additional Indebtedness Risk. Despite restrictions in the Exit Facilities, the BPA Group may be able to incur substantial additional indebtedness in the future, which could intensify current financial risks and strain its ability to obtain necessary financing for corporate purposes on acceptable terms.

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Substantial Tax Liabilities. The consummation of the Restructuring is expected to result in substantial U.S. federal, state and local income tax liabilities for ETI, with joint and several liability for group members, including the BPA Group, and uncertain liquidity to satisfy resulting cash tax obligations.

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Risks Relating to XBP Global’s Business Operations

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Contract Termination and Government Audit Risk. Many of XBP Global’s customer contracts may be terminated without cause and with limited notice, and government contracts will subject XBP Global to audits, investigations, and potential penalties that could result in contract termination, financial liability, and reputational damage.

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Cost Estimation and Pricing Pressures. XBP Global’s long-term contracts are based on cost estimates that may prove inaccurate, and our inability to offset increased operational costs with corresponding fee increases could materially impact our financial performance.

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Extended Sales and Implementation Cycles. XBP Global’s business process automation solutions require extended selling cycles and implementation periods, which can strain finances through upfront expenses without immediate revenue and create risks of contract loss after significant investment.

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Intense Competition. XBP Global operates in a highly competitive industry and faces significant competition from companies with stronger financial resources, better brand recognition, and lower-cost operations, as well as from customers who may choose to perform services in-house.

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Rapid Technological Change. XBP Global operates in an industry characterized by rapid technological change, and our failure to develop competitive technology solutions, adapt to digital transformation trends, or respond to evolving customer needs could result in loss of market share and revenue.

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Third-Party Dependencies. XBP Global’s reliance on third-party hardware and software creates risks of service disruptions, increased costs, and operational delays if vendors discontinue products, raise prices, or if we encounter defects in third-party components.

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Internet Infrastructure Dependency. XBP Global’s Internet-based services depend on the infrastructure and stability of the Internet, and outages, cyber incidents, or regulatory restrictions could result in service interruptions and loss of customers.

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Higher-Risk Engagements. Certain higher-risk engagements involving significant financial sums, sensitive data, or complex legal matters could expose XBP Global to increased liability, reputational damage, and operational disruption despite our risk mitigation efforts.

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Intellectual Property Risks. XBP Global’s business depends on protecting its intellectual property and avoiding infringement claims from others, and failure in either area could result in loss of competitive advantage, substantial damages, or operational restrictions.

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Industry Concentration Risk. XBP Global’s revenues are concentrated making it vulnerable to downturns, consolidation, or regulatory changes in certain business sectors.

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Competitive Bidding Challenges. XBP Global’s competitive bidding process for commercial and government contracts requires substantial upfront investment with uncertain returns and exposes XBP Global to protest risks, cost estimation challenges, and opportunity costs.

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Pricing and Cost Management Pressures. XBP Global’s profitability will depend on its ability to obtain adequate pricing for our services in competitive markets and maintain cost efficiency through restructuring actions, technology initiatives, and global delivery centers.

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Service Quality and Performance Risk. Service defects, disruptions, or performance problems could damage XBP Global’s reputation, hurt customer relationships, and result in payment delays, contract non-renewals, warranty claims, and increased credit losses.

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Security and Compliance Requirements. XBP Global must maintain strict physical and information security standards subject to regular customer and third-party audits, and failure to meet these requirements or negative audit findings could result in contract termination and reputational damage.

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Cybersecurity and Data Breach Risk. XBP Global faces significant cybersecurity risks and vulnerability to data breaches from sophisticated cyber threats, employee errors, and third-party compromises, which could result in loss of customer confidence, business disruption, legal liability, and substantial financial costs.

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AI Implementation Risks. XBP Global’s increasing integration of AI into its offerings presents risks of reputational harm, legal liability, increased costs, and competitive disadvantage if AI applications generate controversy, perform inadequately, or require substantial investment in development and testing.

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Currency and Raw Material Cost Volatility. Currency fluctuations between the U.S. Dollar and foreign currencies in our international operations could materially affect XBP Global’s recorded assets, liabilities, revenues, and operating margins. Fluctuations in raw material costs, particularly paper, ink, and energy, may increase our operational expenses and reduce demand for our printing services.

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Sales Tax Compliance Risk. Changes in U.S. sales tax laws and state efforts to expand tax collection obligations could result in substantial tax liabilities for past sales and significant administrative burdens and compliance costs.

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Financial Reporting and Internal Controls. As a public company, XBP Global must maintain effective disclosure controls and internal control over financial reporting, and any failure to do so could impair its ability to produce accurate financial statements, result in restatements, damage investor confidence, and potentially lead to delisting from Nasdaq.

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Uncertain Profitability. XBP Global’s ability to achieve and maintain continued profitability is uncertain due to significant fixed costs, declining revenues, client losses, and various operational challenges that could require additional financing.

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Financing and Liquidity Constraints. XBP Global may need additional debt or equity financing on unfavorable terms or may be unable to raise capital at all, and our limited public float may adversely affect financing opportunities, while we must obtain shareholder consent for additional equity issuances.

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The risks described above are not the only risks facing XBP Global. Additional risks and uncertainties not currently known to XBP or that we currently deem to be immaterial may also materially adversely affect our business, financial condition, and results of operations. Should any of the risks described above or any additional risks and uncertainties actually occur, our business, financial condition, results of operations, and prospects could be materially and adversely affected. In such circumstances, the value and trading price could decline significantly, and you may lose some or all of your investment. You should carefully consider these risk factors, together with all of the other information included in this proxy statement.