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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
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XBP Europe Holdings, Inc. (Name of Issuer) |
Common Stock, $0.0001 par value (Title of Class of Securities) |
98400V101 (CUSIP Number) |
Par Chadha c/o Exela Technologies, Inc., 1237 7th St. Santa Monica, CA, 90401 (310) 496-3248 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
03/25/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 98400V101 |
| 1 |
Name of reporting person
Exela Technologies, Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,680,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
 | ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.98 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO, HC |
Comment for Type of Reporting Person:
Consists of 1,680,000 shares of Common Stock of XBP Europe Holdings, Inc. ("XBP" or the "Issuer") held of record by Exela Technologies, Inc. ("Exela," and such shares, the "MIPA Shares"). The MIPA Shares were acquired March 25, 2025, pursuant to the MIPA as defined and described further in Item 3 below. Exela intends to transfer such MIPA Shares to its indirect wholly owned subsidiary, GP 3XCV LLC.
Due to the Irrevocable Proxy and related amendment to the LLCA (as such terms are defined and described further in Item 3), the 21,802,364 shares of the Issuer's Common Stock held by BTC International Holdings, Inc., a Delaware corporation ("BTC International," and such shares, the "Merger Shares"), which were reported in the Schedule 13D (as defined in the Item 1 Comment below) as beneficially owned by Exela, are excluded from the aggregate amount reported for Exela. BTC International is a direct, wholly owned subsidiary of XCV-EMEA, LLC ("XCV-EMEA"). ETI-XCV, LLC ("ETI-XCV") is the non-voting but sole economic member of XCV-EMEA. ETI-XCV Holdings, LLC ("ETI-XCV Holdings") is the sole member of ETI-XCV, LLC. Exela is the sole member of ETI-XCV Holdings but is no longer a beneficial owner of the Merger Shares.
Percentage based on 35,400,153 shares of Common Stock outstanding as of March 25, 2025, as confirmed by the Issuer to Exela in connection with the MIPA.
SCHEDULE 13D
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| CUSIP No. | 98400V101 |
| 1 |
Name of reporting person
BTC International Holdings, Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
21,802,364.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
61.59 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO, HC |
Comment for Type of Reporting Person:
Consists of the Merger Shares.
Percentage based on 35,400,153 shares of Common Stock outstanding as of March 25, 2025.
SCHEDULE 13D
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| CUSIP No. | 98400V101 |
| 1 |
Name of reporting person
XCV-EMEA, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
21,802,364.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
61.59 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC, OO |
Comment for Type of Reporting Person:
Consists of the Merger Shares. BTC International is a direct, wholly owned subsidiary of XCV-EMEA, and therefore XCV-EMEA may be deemed to have beneficial ownership of the Merger Shares.
Percentage based on 35,400,153 shares of Common Stock outstanding as of March 25, 2025.
SCHEDULE 13D
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| CUSIP No. | 98400V101 |
| 1 |
Name of reporting person
ETI-XCV, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.00 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC, OO |
Comment for Type of Reporting Person:
Due to the Irrevocable Proxy and related amendment to the LLCA, the Merger Shares which were reported in the Schedule 13D as beneficially owned by ETI-XCV are excluded from the aggregate amount reported for ETI-XCV. BTC International is a direct, wholly owned subsidiary of XCV-EMEA. However, ETI-XCV is now the non-voting but sole economic member of XCV-EMEA; as such, ETI-XCV is no longer a beneficial owner of the Merger Shares and hereby disclaims beneficial ownership.
SCHEDULE 13D
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| CUSIP No. | 98400V101 |
| 1 |
Name of reporting person
ETI-XCV Holdings, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.00 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC, OO |
Comment for Type of Reporting Person:
Consists of the Merger Shares. Due to the Irrevocable Proxy and related amendment to the LLCA, the Merger Shares which were reported in the Schedule 13D as beneficially owned by ETI-XCV Holdings are excluded from the aggregate amount reported for ETI-XCV Holdings. BTC International is a direct, wholly owned subsidiary of XCV-EMEA, and ETI-XCV is now the non-voting but sole economic member of XCV-EMEA. ETI-XCV Holdings is the sole member of ETI-XCV. However, since ETI-XCV is no longer a beneficial owner of the Merger Shares, ETI-XCV Holdings also disclaims beneficial ownership of such shares.
SCHEDULE 13D
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| CUSIP No. | 98400V101 |
| 1 |
Name of reporting person
ZUROFF BERNARD LUCKING | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
21,802,364.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
61.59 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Due to the Irrevocable Proxy and related amendment to the LLCA, Mr. Zuroff (the Trustee, as defined in Item 2 below) now has sole voting control over XCV-EMEA. BTC International is a direct, wholly owned subsidiary of XCV-EMEA, and therefore Mr. Zuroff is deemed to have beneficial ownership of the Merger Shares and hereby confirms such beneficial ownership but disclaims any pecuniary interest therein.
Percentage based on 35,400,153 shares of Common Stock outstanding as of March 25, 2025.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, $0.0001 par value | |
| (b) | Name of Issuer:
XBP Europe Holdings, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
2701 EAST GRAUWYLER ROAD, IRVING,
TEXAS
, 75061. | |
Item 1 Comment:
This Amendment No. 1 ("Amendment No. 1") to Schedule 13D filed with the Securities and Exchange Commission on November 29, 2023 (the "Schedule 13D") by Exela, BTC International, XCV-EMEA, ETI-XCV, and ETI-XCV Holdings (the "Original Reporting Persons") relating to 21,802,364 shares of Common Stock of the Issuer is being filed to provide information regarding an additional issuance of 1,680,000 shares of Common Stock in accordance with the MIPA and the entry into the Irrevocable Proxy regarding XCV-EMEA. Except as amended hereby, the Schedule 13D remains in full force and effect. All capitalized terms not otherwise defined in this Amendment No. 1 shall have the same meanings ascribed thereto in the Schedule 13D. "Reporting Persons" as used in the Schedule 13D shall only refer to the Original Reporting Persons, while "Reporting Persons" as used in this Amendment shall refer to the Original Reporting Persons in addition to the new signatory to this Amendment No. 1 (the Trustee, as defined below). | ||
| Item 2. | Identity and Background | |
| (a) | (a) Item 2 of the Schedule 13D is incorporated by reference as to the Original Reporting Persons. Information is being added in this Amendment No. 1 as to Bernard Zuroff ("Trustee"). | |
| (b) | (b) Item 2 of the Schedule 13D is incorporated by reference as to the Original Reporting Persons.
Trustee's principal place of business is 16280 W Ellsworth Ave, Golden, Co, 80401. | |
| (c) | (c) Item 2 of the Schedule 13D is incorporated by reference as to the Original Reporting Persons.
Trustee is a retired general counsel, board member and finance professional. | |
| (d) | During the last five years, none of the Reporting Persons have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). | |
| (e) | During the last five years, none of the Reporting Persons was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws. | |
| (f) | Item 2 of the Schedule 13D is incorporated by reference as to the Original Reporting Persons. Trustee is a U.S. Citizen resident in Colorado. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 is hereby amended by the addition of the following:
Pursuant to the Membership Interest Purchase Agreement, dated as of March 21, 2025 (the "MIPA"), the Issuer issued 1,680,000 shares of Common Stock (referred to as the MIPA Shares in this Amendment No. 1) to Exela in exchange for 100% of the membership interests in GP 2XCV Holdings LLC, a Delaware limited liability company (the "Purchased Interests").
On March 25, 2025, ETI-XCV granted an Irrevocable Proxy and Power of Attorney Coupled with an Interest (the "Irrevocable Proxy") in favor of the Trustee concerning XCV-EMEA. Pursuant to the Irrevocable Proxy, ETI-XCV, as the sole member of XCV-EMEA, granted the Trustee sole and exclusive authority to direct, control, manage, and influence XCV-EMEA's management, policies, and operations, including the right to vote all membership interests. This grant of authority is irrevocable and remains in effect subject to certain conditions.
Following execution of the Irrevocable Proxy, the Trustee amended the Limited Liability Company Agreement of XCV-EMEA (the "LLCA") to modify ETI-XCV's membership interest, rendering it non-voting, and simultaneously providing the Trustee with a voting interest. As a result, ETI-XCV no longer retains any voting rights in XCV-EMEA or, by extension, in XCV-EMEA's subsidiary, BTC International, including the 21,802,364 shares (referred to in this Amendment No. 1 as the Merger Shares) of the Issuer's Common Stock held of record by BTC International. All such rights are now vested solely in the Trustee.
By virtue of ETI-XCV's entry into the Irrevocable Proxy and the amendment of the LLCA, ETI-XCV and its ETI Entities, Exela and ETI-XCV Holdings (collectively with ETI-XCV, the "ETI Entities"), have effectively relinquished their ability to direct or influence the voting and management of XCV-EMEA. Consequently, these ETI Entities no longer beneficially own the membership interests of XCV-EMEA or, by extension, the interests of XCV-EMEA's subsidiaries, BTC International and the Issuer, for purposes of Section 13(d) of the Securities Exchange Act of 1934. Each of such Reporting Persons hereby disclaims beneficial ownership of the Merger Shares except to the extent of their pecuniary interest therein.
Correspondingly, the Trustee may be deemed to beneficially own the membership interests of XCV-EMEA and, by extension, the interests of XCV-EMEA's subsidiaries, BTC International and the Issuer, by virtue of his exclusive voting and control rights. However, the Trustee disclaims any pecuniary interest therein. | ||
| Item 4. | Purpose of Transaction | |
Item 4 is hereby amended by the addition of the following:
Pursuant to the MIPA, the Share Consideration was issued to Exela in exchange for the Purchased Interests. Exela subsequently transferred the Share Consideration to GP 3XCV.
Pursuant to the Irrevocable Proxy and amendment to the LLCA, the ETI Entities ceased to control the Issuer. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5 is hereby amended and restated as follows:
The information relating to the beneficial ownership of Common Stock by each of the Reporting Persons set forth in Rows 7 through 13 of the cover pages hereto and the related Comment for Type of Reporting Person is hereby incorporated by reference. | |
| (b) | The information relating to the beneficial ownership of Common Stock by each of the Reporting Persons set forth in Rows 7 through 13 of the cover pages hereto and the related Comment for Type of Reporting Person is hereby incorporated by reference. | |
| (c) | The information in Item 3 above is hereby incorporated by reference. | |
| (d) | The information relating to the beneficial ownership of Common Stock by each of the Reporting Persons set forth in Rows 7 through 13 of the cover pages hereto and the related Comment for Type of Reporting Person and the Information in Item 3 above, to the extent it is relevant to this Item, is hereby incorporated by reference. | |
| (e) | March 25, 2025 as to the ETI Entities. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Reference is made to the transactions described in Item 3 above. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 99.1* Joint Filing Agreement dated March 25, 2025 by and among the Reporting Persons.
* Filed herewith | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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