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): January 6, 2026
XBP Global Holdings, Inc.
(Exact name of registrant as specified in its charter)
| | | | |
Delaware | | 001-40206 | | 85-2002883 |
(State or other jurisdiction of | | (Commission File Number) | | (I.R.S. Employer |
| | |
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:
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Title of Each Class | | Trading Symbol | | Name of Each Exchange on |
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 8.01. Other Events.
As previously disclosed, on September 16, 2025, the Company received a letter from the Listing Qualifications Department (the “Staff”) of the NASDAQ Stock Market LLC (“Nasdaq”) notifying the Company that the Company was not in compliance with Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”), as the minimum bid price for the Company’s listed securities was less than $1 for the previous 30 consecutive business days. The Company had a period of 180 calendar days, or until March 15, 2026, to regain compliance with the rule referred to in this paragraph.
In its letter dated December 31, 2025, Nasdaq indicated that the Company has regained compliance with the Minimum Bid Price Requirement, and the matter is now closed.
Forward-Looking Statements
This Current Report on Form 8-K and the press release furnished as Exhibit 99.1 contain “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those projected. Please refer to the “Forward-Looking Statements” section in Exhibit 99.1 for additional information.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
99.1 | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
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.
Dated: January 6, 2026
| XBP GLOBAL HOLDINGS, INC. | |
| | |
| By: | /s/ Dejan Avramovic |
| | Dejan Avramovic |
| | Chief Financial Officer |