XBP Global Holdings, Inc.

In addition to the other information set forth in this quarterly report, you should carefully consider the risk factors described in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024, any updates in our subsequently filed Quarterly Reports on Form 10-Q for the quarter ended March 31, 2025, filed with the SEC on May 15, 2025, and for the quarter ended June 30, 2025, filed with the SEC on August 14, 2025, our Definitive Proxy Statement on Schedule 14A filed with the SEC on July 15, 2025, and any other risks and uncertainties we identify in other reports and information that we file with the SEC and/or otherwise identified or discussed in this quarterly report, which could materially affect our business, financial condition and/or operating results. The risks described in those Risk Factors are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially and adversely affect our business, financial condition and/or operating results.

Risk of Delisting from Nasdaq Capital Market Due to Non-Compliance with Minimum Bid Price Requirement

On September 16, 2025, the Company received a deficiency letter from the Nasdaq Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”). The letter notified the Company that, for a period of 30 consecutive business days, the bid price for the Company’s common stock had closed below the $1.00 per share minimum bid price requirement for continued listing on the Nasdaq Capital Market, as required by Nasdaq Listing Rule 5550(a)(2), during the period August 4, 2025 to September 15, 2025. The Company has been provided a 180-calendar-day compliance period, ending on March 16, 2026, to regain compliance with the minimum bid price requirement. To regain compliance, the closing bid price of the Company’s common stock must meet or exceed $1.00 per share for a minimum of ten consecutive business days during this period. There can be no assurance that the Company will be able to regain compliance with the minimum bid price requirement or any other Nasdaq listing standard during the compliance period or any extension thereof.

If the Company does not regain compliance within the applicable period(s), including any extensions that may be granted, the Company’s common stock will be subject to delisting from the Nasdaq Capital Market. Delisting would have significant adverse effects, including but not limited to:

If our common stock is delisted, there can be no assurance that it will be listed or quoted on another national securities exchange or quotation service. Any of these outcomes could materially and adversely affect our business, financial condition, results of operations, and prospects.