XBP Global Holdings, Inc.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer (“CEO”) and our Chief Financial Officer (“CFO”) has evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2025. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, or the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by the company in the reports that it files or submits under the Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.

As elaborated in our notes to the condensed consolidated and combined financial statements under Note 1,General, the Chapter 11 Cases were commenced by certain subsidiaries and affiliates of Exela Technologies BPA, LLC (“BPA”) on March 3, 2025. Subsequently, upon emergence of BPA from the Chapter 11 Cases, a business combination transaction between BPA and XBP Europe Holdings Inc. was consummated on July 29, 2025 (the “Business Combination”) and BPA was treated as the “accounting acquirer” company for financial reporting purposes. Prior to the Business Combination, BPA was a wholly owned major subsidiary of Exela Technologies, Inc. (“ETI”). ETI had reported material weaknesses across goodwill and intangible assets and financial reporting processes (including review of the recording of manual journal entries, preparation of the consolidated financial statements, and subsequent event disclosures) in Part II, Item 9A of 2023 Form 10-K filed on April 3, 2024 which was its last publicly available annual filing. BPA management confirmed to the Company that these material weaknesses continued to exist for the year ended December 31, 2024. BPA management concluded that these deficiencies were largely caused by an ineffective control environment, which also created deficiencies in BPA’s information and communication and monitoring activities. Management reassessed the controls of the combined entity (XBP Global Holdings Inc.) after the Business Combination and determined that the material weaknesses discussed above persisted as of September 30, 2025.

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13a-15 of the Exchange Act. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective due to the material weaknesses in internal control over financial reporting described above.

Notwithstanding such material weaknesses in internal control over financial reporting, our management, including our Chief Executive Officer and Chief Financial Officer, has concluded that our condensed consolidated and combined financial statements present fairly, in all material aspects, our financial position, results of our operations and our cash flows for the periods presented in this quarterly report, in conformity with U.S. generally accepted accounting principles (“U.S.GAAP”).

Remediation

We are undertaking the following remediation measures with appropriate executive sponsorship and with the assistance of third-party specialists, to specifically address the material weaknesses related to the goodwill and financial reporting processes, and the control environment, information and communication, and monitoring activities to further strengthen internal controls:

Management intends to deploy the aforementioned additional remediation measures within a reasonable time frame. The effort may require incremental time and resources to remediate, and we may decide to take other measures with appropriate executive sponsorship to address the material weaknesses or modify the remediation steps described above. The material weaknesses will not be considered remediated until the applicable controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively. Until these deficiencies are remediated, we plan to continue to perform additional analyses and other procedures to ensure that our consolidated financial statements are prepared in accordance with U.S.GAAP.

Changes in Internal Controls over Financial Reporting

The material change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended September 30, 2025 pertains to the business combination transaction between BPA with XBP Europe Holdings Inc., as mentioned above, which was consummated on July 29, 2025. This change resulted in material weaknesses in the areas of goodwill and financial reporting processes, and the control environment, information and communication, and monitoring activities for the period as of September 30, 2025.