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UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 12, 2025
XBP Global Holdings, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-40206 | 85-2002883 | ||
| (State
or other jurisdiction of incorporation or organization) |
(Commission File Number) | (I.R.S. Employer Identification Number) |
|
6641 N. Belt Line Road, Suite 100 Irving, Texas |
75063 | |
| (Address of principal executive offices) | (Zip Code) |
(844) 935-2832
Registrant’s telephone number, including area code
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered |
||
| Common stock, par value $0.0001 per share | XBP | The Nasdaq Capital Market | ||
| Redeemable warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 | XBPEW | The Nasdaq Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
¨ Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On December 12, 2025, XBP Global Holdings, Inc. (the “Company”) filed a Certificate of Amendment (the “Certificate of Amendment”) to its Third Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware. The Certificate of Amendment contains provisions identical to those in the certificate of amendment filed on July 29, 2025, which was previously disclosed in the Company’s Current Report on Form 8-K filed on August 4, 2025.
Immediately prior to filing the Certificate of Amendment, the Company filed two Certificates of Correction with the Secretary of State of the State of Delaware, which voided (i) the certificate of amendment filed on July 29, 2025 (which was subsequently replaced with the Certificate of Amendment), and (ii) a certificate of amendment dated July 30, 2025, that purported to change the Company’s name to its present name, a change already effected.
The foregoing description is qualified in its entirety by reference to the Certificate of Amendment and the two Certificates of Correction, filed as Exhibits 3.1, 3.2, and 3.3 hereto, respectively, and incorporated herein by reference.
For clarity, the corrective filings described above did not result in any changes to the substance of the Company’s Third Amended and Restated Certificate of Incorporation, as amended, or to the Company’s previously announced plans regarding its common stock Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
SIGNATURE
Dated: December 12, 2025
| XBP GLOBAL HOLDINGS, INC. | ||
| By: | /s/ Ross Dawson | |
| Ross Dawson | ||
| Secretary | ||
Exhibit 3.1
CERTIFICATE OF AMENDMENT
TO THE THIRD AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF XBP GLOBAL HOLDINGS, INC.
XBP Global Holdings, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies that:
| 1. | The name of the Corporation is XBP Global Holdings, Inc. The original certificate of incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on July 8, 2020, under the name “CF Finance Acquisition Corp. VIII.” |
| 2. | This Certificate of Amendment to the Third Amended and Restated Certificate of Incorporation was duly authorized and adopted by the Corporation’s Board of Directors and stockholders in accordance with Section 242 of the General Corporation Law of the State of Delaware and amends the provisions of the Company’s Third Amended and Restated Certificate of Incorporation. |
| 3. | The amendment to the existing Third Amended and Restated Certificate of Incorporation being effected hereby is as follows: |
(a) Add the following paragraph at the end of Article IV as a new paragraph F.:
“F. Upon this Amendment to the Third Amended and Restated Certificate becoming effective pursuant to the DGCL during the year ending December 31, 2025 (the “2025 Effective Time”), each three (3) to fifteen (15) shares of Common Stock issued and outstanding immediately prior to the 2025 Effective Time shall automatically be reclassified and combined into one (1) validly issued, fully paid and non-assessable share of Common Stock, the exact ratio within the foregoing range to be determined by the Board and publicly announced by the Corporation prior to the 2025 Effective Time, without any further action by the Corporation or the holder thereof (the “2025 Reverse Stock Split”). No fractional shares shall be issued in connection with the 2025 Reverse Stock Split. Stockholders who otherwise would be entitled to receive fractional shares of Common Stock shall be entitled to receive cash (without interest or deduction) from the Corporation’s transfer agent in lieu of such fractional share interests upon the submission of a transmission letter by a stockholder and, where shares are held in certificated form, the surrender of the applicable certificate, in an amount equal to the product obtained by multiplying (a) the closing price per share of the Common Stock as reported on the Nasdaq Capital Market as of the date of the 2025 Effective Time (after giving effect to the 2025 Reverse Stock Split) by (b) the fraction of one share owned by the stockholder.”
| 4. | This Certificate of Amendment to the Third Amended and Restated Certificate of Incorporation shall be effective immediately upon filing with the Delaware Secretary of State. |
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to the Third Amended and Restated Certificate of Incorporation to be signed by a duly authorized officer on this 12th day of December 2025.
| XBP GLOBAL HOLDINGS, INC. | ||
| By: | /s/ Ross Dawson | |
| Name: | Ross Dawson | |
| Title: | Secretary | |
Exhibit 3.2
CERTIFICATE OF CORRECTION
TO
CERTIFICATE OF AMENDMENT OF
CERTIFICATE OF INCORPORATION
OF
XBP GLOBAL HOLDINGS, INC.
Pursuant to Title 8, Section 103(f) of the General Corporation Law of the State of Delaware (the “DGCL”), XBP GLOBAL HOLDINGS, INC. (the “Corporation”), a Delaware corporation, DOES HEREBY CERTIFY:
FIRST: A Certificate of Amendment to the Third Amended and Restated Certificate of Incorporation of the Corporation (the “Certificate of Amendment”) was filed in the Office of the Secretary of State of the State of Delaware on July 29, 2025, and said Certificate of Amendment requires correction as permitted by subsection (f) of Section 103 of the DGCL.
SECOND: The inaccuracy or defect of the Certificate of Amendment is that the Certificate of Amendment was erroneously executed and was not authorized to be filed with the Office of the Secretary of State of the State of Delaware on the date it was filed.
THIRD: As a result of the defect, the Certificate of Amendment is null and void.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Correction to be executed by a duly authorized officer this December 12, 2025.
| XBP GLOBAL HOLDINGS, INC. | ||
| By: | /s/ Ross Dawson | |
| Name: | Ross Dawson | |
| Title: | Secretary | |
Exhibit 3.3
CERTIFICATE OF CORRECTION
TO
CERTIFICATE OF AMENDMENT OF
CERTIFICATE OF INCORPORATION
OF
XBP GLOBAL HOLDINGS, INC.
Pursuant to Title 8, Section 103(f) of the General Corporation Law of the State of Delaware (the “DGCL”), XBP GLOBAL HOLDINGS, INC. (the “Corporation”), a Delaware corporation, DOES HEREBY CERTIFY:
FIRST: A Certificate of Amendment to the Third Amended and Restated Certificate of Incorporation of the Corporation (the “Certificate of Amendment”) was filed in the Office of the Secretary of State of the State of Delaware on July 30, 2025, and said Certificate of Amendment requires correction as permitted by subsection (f) of Section 103 of the DGCL.
SECOND: The inaccuracy or defect of the Certificate of Amendment is that the Certificate of Amendment was erroneously executed and filed with the Office of the Secretary of State of the State of Delaware because the name change set forth therein had already occurred.
THIRD: As a result of the defect, the Certificate of Amendment is null and void.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Correction to be executed by a duly authorized officer this December 12, 2025.
| XBP GLOBAL HOLDINGS, INC. | ||
| By: | /s/ Ross Dawson | |
| Name: | Ross Dawson | |
| Title: | Secretary | |