XBP Europe Holdings, Inc. Files Amendment No. 2 to S-1 Registration Statement

TL;DR

<b>XBP Europe Holdings, Inc. has filed an S-1/A amendment, indicating potential delayed or continuous securities offerings.</b>

AI Summary

XBP Europe Holdings, Inc. (XBPEW) filed a Amended IPO Registration (S-1/A) with the SEC on February 2, 2024. XBP Europe Holdings, Inc. filed an S-1/A (Amendment No. 2) with the SEC on February 2, 2024. The filing relates to a registration statement under the Securities Act of 1933. The company was formerly known as CF Acquisition Corp. VIII, with a name change on January 7, 2021. The principal executive offices are located at 2701 East Grauwyler Road, Irving, Texas. The filing indicates securities may be offered on a delayed or continuous basis pursuant to Rule 415.

Why It Matters

For investors and stakeholders tracking XBP Europe Holdings, Inc., this filing contains several important signals. This amendment suggests the company is actively preparing for future securities offerings, potentially involving a SPAC or similar structure, which could impact its capital structure and shareholder base. The S-1/A filing is a crucial step in the public offering process, providing updated information to investors and regulators regarding the company's business, financials, and offering details.

Risk Assessment

Risk Level: low — XBP Europe Holdings, Inc. shows low risk based on this filing. The filing is an S-1/A amendment, which is a procedural step in the registration process and does not contain significant new financial or operational data that would alter the risk profile.

Analyst Insight

Monitor future filings for details on the specific securities being offered, the intended use of proceeds, and the timing of the offering.

Key Numbers

• S-1/A — Filing Type (Amendment No. 2 to Form S-1 Registration Statement)
• 333-276213 — Registration Number (SEC Registration Number)
• 20210107 — Name Change Date (Date of former company name change)
• 7389 — SIC Code (Standard Industrial Classification Code)

Key Players & Entities

• XBP Europe Holdings, Inc. (company) — Registrant's exact name
• CF Acquisition Corp. VIII (company) — Former company name
• Andrej Jonovic (person) — Chief Executive Officer
• Robert J. Endicott (person) — Legal counsel
• Bryan Cave Leighton Paisner LLP (company) — Legal counsel
• 2024-02-02 (date) — Filing date
• Irving, Texas (location) — Business address

Forward-Looking Statements

• XBP Europe Holdings, Inc. will complete its public offering process. (XBP Europe Holdings, Inc.) — medium confidence, target: 2024-12-31

FAQ

Industry Context

The filing pertains to a company operating within the business services sector, as indicated by its SIC code.

Regulatory Implications

The filing is made under the Securities Act of 1933, which governs the registration of new securities offerings in the United States.

What Investors Should Do

1. Review the full S-1/A filing for specific details on the securities being offered and the proposed use of proceeds.
2. Track subsequent amendments or prospectuses for updates on the offering timeline and terms.
3. Analyze the company's business operations and financial health as disclosed in the registration statement to assess investment potential.

Key Dates

• 2024-02-02: Filing of Amendment No. 2 to Form S-1 — Updates registration statement for securities offerings.
• 2021-01-07: Former Company Name Change — Marks the transition from CF Acquisition Corp. VIII to XBP Europe Holdings, Inc.

Year-Over-Year Comparison

This is an amendment to a previously filed registration statement, indicating ongoing regulatory and offering processes.

Key Financial Figures

• $0.0001 — o 6,634,980 shares of our common stock, $0.0001 par value per share ("Common Stock"), w
• $10.00 — old in the IPO of CF VIII at a price of $10.00 per unit. The current exercise price fo
• $11.50 — Private Warrants and Public Warrants is $11.50 per share. We will receive the proceeds
• $0.005 — prospectus at a price of approximately $0.005 per share (after taking into account th
• $6.70 — re issued with a value of approximately $6.70 per share (determined based upon a equi
• $200.5 million — determined based upon a equity value of $200.5 million at closing of the Business Combination)
• $2.26 — e closing price of our Common Stock was $2.26. Based upon such sale price, the Sponso
• $2.255 — or may experience a potential profit of $2.255 per share for each Founder Share, $2.26
• $12,955,323 — hare, they would experience a profit of $12,955,323 and $49,720, respectively. This prospe
• $49,720 — experience a profit of $12,955,323 and $49,720, respectively. This prospectus additio
• $1.32 — ment Warrants, with an assumed price of $1.32 per whole warrant (based on an assumed
• $0.33 — e warrant (based on an assumed price of $0.33 for each one -fourth of a Private Place
• $0.08 — y the Sponsor, with an assumed price of $0.08 per whole warrant (based on an assumed
• $0.02 — e warrant (based on an assumed price of $0.02 for each one -fourth of a Placement War
• $0.0599 — osing price for our Public Warrants was $0.0599. Because the $11.50 exercise price per

Filing Documents

• fs12024a2_xbpeurope.htm (S-1/A) — 15661KB
• fs12024a2ex23-1_xbpeurope.htm (EX-23.1) — 3KB
• fs12024a2ex23-2_xbpeurope.htm (EX-23.2) — 3KB
• tmap_001.jpg (GRAPHIC) — 590KB
• tflowchart_001.jpg (GRAPHIC) — 555KB
• tflowchart_002.jpg (GRAPHIC) — 347KB
• tflowchart_003.jpg (GRAPHIC) — 606KB
• ex23-2_001.jpg (GRAPHIC) — 15KB
• 0001213900-24-009666.txt (&nbsp;) — 51051KB
• cffe-20230930.xsd (EX-101.SCH) — 160KB
• cffe-20230930_cal.xml (EX-101.CAL) — 90KB
• cffe-20230930_def.xml (EX-101.DEF) — 761KB
• cffe-20230930_lab.xml (EX-101.LAB) — 1196KB
• cffe-20230930_pre.xml (EX-101.PRE) — 782KB
• fs12024a2_xbpeurope_htm.xml (XML) — 10904KB

USE OF PROCEEDS

USE OF PROCEEDS 36 DETERMINATION OF OFFERING PRICE 37 MARKET INFORMATION FOR SECURITIES AND DIVIDEND POLICY 38 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION 39 THE BUSINESS COMBINATION 49 OUR BUSINESS 51 MANAGEMENT 64

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 69 DIRECTOR COMPENSATION 72

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 73 BENEFICIAL OWNERSHIP OF SECURITIES 97 CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS 98 SELLING SECURITYHOLDERS 104

DESCRIPTION OF SECURITIES

DESCRIPTION OF SECURITIES 106 MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES 114 PLAN OF DISTRIBUTION 120 LEGAL MATTERS 123 EXPERTS 123 CHANGE IN AUDITOR 123 WHERE YOU CAN FIND MORE INFORMATION 124 INDEX TO FINANCIAL STATEMENTS F-1 i Table of Contents FREQUENTLY USED TERMS " Ancillary Agreements " means, collectively, (i) the NDA, (ii) the Ultimate Parent Support Agreement, (iii) the Sponsor Support Agreement, (iv) the Lock -Up Agreement, (v) the Tax Sharing Agreement, (vi) the Services Agreement, (vii) the Registration Rights Agreement, (viii) the Forward Purchase Contract, (ix) the irrevocable written consent of BTC International as the sole stockholder of the XBP Europe, (x) the irrevocable written consent of CF VIII as the sole stockholder of Merger Sub, and (xi) the License Agreement. " Board " means the board of directors of the Company. " BTC International " means BTC International Holdings, Inc., a Delaware corporation. " Business Combination " means the Merger and the transactions contemplated by the Merger Agreement, collectively. " Business Combination Marketing Agreement " means the business combination marketing agreement, dated March 11, 2021, between CF VIII and CF&Co. " Bylaws " means the bylaws of the Company. " Cantor " means Cantor Fitzgerald L.P., a Delaware limited partnership and an affiliate of the Sponsor, CF&Co. and, prior to the consummation of the Business Combination, CF VIII. " CF&Co. " means Cantor Fitzgerald & Co., a New York general partnership. " CFGM " means CF Group Management, Inc. " CF VIII " means CF Acquisition Corp. VIII, a Delaware corporation. " CF VIII Board " means the board of directors of CF VIII. " CF VIII Capital Stock " means, collectively, the CF VIII Common Stock and any preferred stock of CF VIII, par value $0.0001 per share. " CF VIII Charter " means the Amended and Restated Certificate of Incorporation of CF VIII, dated March 11, 2021, as amended and/or restated from time t

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