XBPEW — what changed in the latest 10-Q

Text added vs the prior filing · source: 10-Q · 2026-05-15

• This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements relate to, among other things, our expectations regarding future financial performance, industry conditions, business strategy, and the …

• Forward-looking statements are based on management’s current expectations and assumptions and are subject to a number of risks and uncertainties that could cause actual results to differ materially. These risks include, among others, those related to the integration and performance of the combined b…

• Forward-looking statements speak only as of the date of this Quarterly Report, and we undertake no obligation to update or revise them as a result of new information, future events, or otherwise. Information contained on any website referenced in this Quarterly Report is not incorporated by referenc…

• XBP Global is a multinational technology and services company powering intelligent workflows for organizations worldwide. Our proprietary platforms and agentic AI-driven automation enable our clients to entrust us with their most impactful digital transformations and mission-critical operations. Our…

• XBP Global Holdings, Inc. was originally incorporated as CF Acquisition Corp. VIII, a blank check company formed under the laws of the State of Delaware on July 8, 2020. On March 16, 2021, the Company consummated its initial public offering. The Company’s initial purpose was to effect a business com…

Text removed vs the prior filing · source: 10-Q · 2025-11-14

• Certain statements included in this Management’s Discussion and Analysis of Financial Condition and Results of Operations and elsewhere in this quarterly report are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under The Private Securities Litigat…

• XBP Global is a multinational technology and services company powering intelligent workflows for organizations worldwide. Our proprietary platforms, agentic AI-driven automation, and deep domain expertise across industries and the public and private sectors enable our clients to entrust us with thei…

• We believe our process expertise, information technology capabilities and operational insights enable our customers’ organizations to more efficiently and effectively execute transactions, make decisions, drive revenue and profitability, and communicate critical information to their employees, custo…

• XBP Global Holdings, Inc. was originally incorporated as CF Acquisition Corp. VIII, a blank check company formed under the laws of the State of Delaware on July 8, 2020. On March 16, 2021, the Company consummated its initial public offering. The Company’s initial purpose was to effect a business com…

• On July 29, 2025, the Company finalized its acquisition of Exela Technologies BPA, LLC (n/k/a XBP Americas, LLC)(collectively with its subsidiaries, “BPA,” and such acquisition, the “Business Combination”) pursuant to a Membership Interest Purchase Agreement dated July 3, 2025 (the “MIPA”). The cons…

Text added vs the prior filing · source: 10-Q · 2026-05-15

• Our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives. Based on such review and evaluation, our CEO and our CFO have concluded that as of March 31, 2026, our disclosure controls and pr…

• Management’s Report on Internal Control over Financial Reporting

• Management, under the supervision of the board of directors, is responsible for establishing and maintaining adequate “internal control over financial reporting” (“ICFR”), as defined in Exchange Act Rules 13a-15(f) and 15d-15(f). ICFR refers to the processes designed to provide reasonable assurance …

• Our ICFR is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonabl…

• A material weakness, as defined in Exchange Act Rule 12b-2, is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of a company’s annual or interim consolidated financial statements will…

Text removed vs the prior filing · source: 10-Q · 2025-11-14

• 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 1…

• 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 pro…

• 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 finan…

• 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 com…

• •For the goodwill and financial reporting processes, enhancing the design of existing control activities and implementing additional process-level control activities for goodwill valuation, financial period closure, adjustment entries, and subsequent events.

Text removed vs the prior filing · source: 10-Q · 2025-11-14

• During the second half of 2022, certain subsidiaries of the Company experienced a network security incident (the “2022 Network Outage”) impacting certain of such subsidiaries operational and information technology systems. As a result of the 2022 Network Outage, such subsidiaries of the Company expe…

• On August 29, 2023, the Company submitted a claim to its insurers for $44.6 million in covered losses related to the 2022 Network Outage (the “August 2023 Claim”). During the year 2023, the Company received insurance proceeds of $10.8 million in respect of business interruption claims from its under…

• for failing to pay out their share of losses connected to the August 2023 Claim. On August 9, 2024, the Company settled its claim against one of the Second Excess Insurers for $3.6 million, and on October 15, 2024, the Company settled its claim against the other Second Excess Insurers for $3.6 milli…

• A group of 71 former employees brought a claim against a subsidiary of the Company related to their dismissal resulting from the closure of two production sites in France in 2020. The employees filed complaints with the French Labor Court on June 9, 2022. Various hearings were held. In March 2023, 6…

Text added vs the prior filing · source: 10-Q · 2026-05-15

• 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 the 2025 Form 10-K, which could materially affect our business, financial condition and/or operating results. The risks described in…

Text removed vs the prior filing · source: 10-Q · 2025-11-14

• 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…

• 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 bel…

• 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:

• ●Substantial reduction in the liquidity and market price of our common stock;