As filed with the Securities and Exchange Commission
on December 20, 2024
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C. 20549
Form S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF
1933
XBP EUROPE HOLDINGS, INC.
(Exact name of registrant as specified in its
charter)
| Delaware |
|
85-2002883 |
(State or other jurisdiction of
incorporation or organization) |
|
(I.R.S. Employer
Identification Number) |
2701 East Grauwyler
Road
Irving, Texas 75061
Telephone: (844) 935-2832
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
Andrej Jonovic
Chief Executive Officer
2701 East Grauwyler Road
Irving, Texas 75061
Telephone: (844) 935-2832
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)
Copies to:
Robert J. Endicott, Esq.
Bryan Cave Leighton Paisner LLP
One Metropolitan Square
211 North Broadway, Suite 3600
St. Louis, Missouri 63102
(314) 259-2000
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions
of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging
growth company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer ¨ |
|
Accelerated filer ¨ |
|
Non-accelerated filer x |
|
Smaller reporting
company x
Emerging growth company x |
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 7(a)(2)(B) of the Securities Act. ¨
EXPLANATORY
NOTE
This Registration Statement on Form S-8 (this “Registration
Statement”) is filed by XBP Europe Holdings, Inc. (the “Registrant”) to register 5,520,270 shares
of the Registrant’s common stock, par value $0.0001 per share (“Common Stock”), which may be issued under the
XBP Europe Holdings, Inc. 2024 Stock Incentive Plan (the “Plan”).
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I
of this Registration Statement have been or will be sent or given to participating employees as specified in Rule 428(b)(1) of
the Securities Act of 1933, as amended (the “Securities Act”), and the instructions to Form S-8. In accordance
with the rules and regulations of the United States Securities and Exchange Commission (the “Commission”) and
the instructions to Form S-8, such documents are not being filed with the Commission either as part of this Registration Statement
or as prospectuses or prospectus supplements pursuant to Rule 424 of the Securities Act. These documents and the documents incorporated
by reference into this Registration Statement pursuant to Item 3 of Part II of this Registration Statement, taken together, constitute
a prospectus that meets the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| Item 3. |
Incorporation of Documents by Reference. |
The following documents filed
with the SEC pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
are hereby incorporated by reference in this Registration Statement:
• our
Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on April 1, 2024 (File No. 001-40206)
• our
Quarterly Reports on Form 10-Q for the quarters ended March 31, 2024, filed with the SEC on May 13, 2024; June 30,
2024, filed with the SEC on August 12, 2024; and September 30, 2024 filed with the SEC on November 12, 2024 (File No. 001-40206);
• our
Current Reports on Form 8-K, filed with the SEC on April 24, 2024, June 20, 2024, June 28, 2024, September 5, 2024 and October 24, 2024 (in each case, excluding those portions furnished pursuant to Item 2.02 and Item 7.01, if applicable)
(File No. 001-40206); and
• the
description of our securities contained in our Registration Statement on Form 8-A (File No. 001-40206) filed with the SEC on March 11, 2021, including any amendments or reports filed for the purpose of updating such description.
All documents that the Company
subsequently files pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (other than any portions of the respective
filings that are furnished, rather than filed, pursuant to Item 2.02 or Item 7.01 of Current Reports on Form 8-K including exhibits
related thereto or other applicable SEC rules) and prior to the filing of a post-effective amendment to this Registration Statement indicating
that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated
by reference into this Registration Statement and to be a part hereof from the date of filing of such documents.
Any statement contained in
this Registration Statement, or in a document incorporated or deemed to be incorporated by reference herein, shall be deemed to be modified
or superseded to the extent that a statement contained herein, or in any subsequently filed document that also is incorporated or deemed
to be incorporated by reference herein, modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration Statement.
| Item 4. |
Description of Securities. |
Not applicable.
| Item 5. |
Interests of Named Experts and Counsel. |
Not applicable.
| Item 6. |
Indemnification of Directors and Officers. |
Section 145 of the General
Corporation Law of the State of Delaware (as amended, the “DGCL”) authorizes us to indemnify any director or officer
under certain prescribed circumstances and subject to certain limitations against certain costs and expenses, including attorney’s
fees actually and reasonably incurred in connection with any action, suit or proceeding, whether civil, criminal, administrative or investigative,
to which a person is a party by reason of being one of our directors or officers if it is determined that such person acted in accordance
with the applicable standard of conduct set forth in such statutory provisions.
The Registrant’s Second
Amended and Restated Certificate of Incorporation provides that its officers and directors are indemnified by the Registrant to the fullest
extent authorized by Delaware law, as it now exists or may in the future be amended. In addition, the Registrant’s Second Amended
and Restated Certificate of Incorporation provides that its directors or officers will not be personally liable for monetary damages
to the Registrant or its stockholders for breaches of their fiduciary duty as directors or officers, as applicable, except for liability
of (i) a director or officer for any breach of the director’s or officer’s duty of loyalty to the Registrant or its
stockholders, (ii) a director or officer for acts or omissions not in good faith or which involve, intentional misconduct or a knowing
violation of law, (iii) a director under Section 174 of the DGCL, or (iv) a director or officer for any transaction from
which the director or officer derived an improper personal benefit, or (v) an officer in any action by or in the right of the Corporation.
The Registrant’s Bylaws
permit it to secure insurance on behalf of any of its officer, director, employee or agent of for any liability arising out of his or
her actions, regardless of whether it would have the power to indemnify such person against such liability under the provisions of the
Registrant’s Bylaws or otherwise. The Registrant through Exela Technologies, Inc., maintains a policy of directors’
and officers’ liability insurance that insures its officers and directors against the cost of defense, settlement or payment of
a judgment in some circumstances and insures the Registrant against its obligations to indemnify its officers and directors.
The indemnification rights
set forth above shall not be exclusive of any other right which an indemnified person may have or hereafter acquire under any statute,
provision of the Registrant’s Second Amended and Restated Certificate of Incorporation or bylaws, agreement, vote of stockholders
or disinterested directors or otherwise.
Insofar as indemnification
for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing
provisions, or otherwise, we have been advised that in the opinion of the SEC, such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable.
| Item 7. |
Exemption from Registration Claimed. |
Not applicable.
The following exhibits are
filed as part of this Registration Statement:
* Filed herewith.
1. The undersigned Registrant hereby undertakes:
(a) To file, during any period in which offers
or sales are being made, a post-effective amendment to the Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of
the Securities Act;
(ii) to reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof), which individually
or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which
was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than
a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective
Registration Statement;
(iii) to include any material information with respect
to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the
Registration Statement;
provided, however, that paragraphs (1)(a)(i) and (1)(a)(ii) do
not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports
filed with, or furnished to, the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange
Act that are incorporated by reference in the Registration Statement.
(b) That, for the purpose of determining any
liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering
thereof.
(c) To remove from registration by means of
a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
2. The undersigned Registrant hereby undertakes
that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant
to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit
plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration
Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
3. Insofar as indemnification for liabilities
arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements
of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing
on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized,
Santa Monica, California, on December 20, 2024
| |
XBP EUROPE HOLDINGS, INC. |
| |
|
|
| |
By: |
/s/ Dejan Avramovic |
| |
|
Name: Dejan Avramovic |
| |
|
Title: Chief Financial Officer |
POWER OF ATTORNEY
KNOW BY ALL PERSONS BY THESE
PRESENTS, that each person whose signature appears below constitutes and appoints Bernard Hau and Dejan Avramovic, and each of them,
his or her true and lawful attorney-in-fact and agents with full and several power of substitution, for him or her and his or her name,
place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration
statement, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them full power and authority to do and perform each and every
act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or
could do in person, hereby ratifying and confirming all that said attorney-in-fact and agents or any of them, or their substitutes, may
lawfully do or cause to be done.
Pursuant to the requirements
of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated and on the date
indicated.
| Signature |
|
Title |
|
Date |
| |
|
|
|
|
| /s/ Andrej Jonovic |
|
Director and Chief Executive Officer |
|
December 20,
2024 |
| Andrej Jonovic |
|
(Principal Executive Officer) |
|
|
| |
|
|
|
|
| /s/ Dejan Avramovic |
|
Chief Financial Officer |
|
December 20,
2024 |
| Dejan Avramovic |
|
(Principal Financial and Accounting
Officer) |
|
|
| |
|
|
|
|
| /s/ Par Chadha |
|
Executive Chairman |
|
December 20,
2024 |
| Par Chadha |
|
|
|
|
| |
|
|
|
|
| /s/ Martin P.
Akins |
|
Director |
|
December 20,
2024 |
| Martin P. Akins |
|
|
|
|
| |
|
|
|
|
| /s/ J. Coley
Clark |
|
Director |
|
December 20,
2024 |
| J. Coley Clark |
|
|
|
|
| |
|
|
|
|
| /s/ James G. Reynolds |
|
Director |
|
December 20,
2024 |
| James G. Reynolds |
|
|
|
|
Exhibit 5.1
| December 20, 2024 |  |
XBP Europe Holdings, Inc.
2701 East Grauwyler Road
Irving, Texas 75061
| Re: | XBP Europe Holdings, Inc.
Registration Statement on Form S-8 |
Ladies and Gentlemen:
We have acted as counsel to XBP Europe Holdings, Inc.,
a Delaware corporation (the “Company”), in connection with a Registration Statement on Form S-8 (the “Registration
Statement”), being filed by the Company on the date hereof with the Securities and Exchange Commission (the “SEC”)
under the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration of up to 5,520,270 shares
(the “Shares”) of common stock, par value $0.0001 per share (the “Common Stock”), which may be issued pursuant
to the Company’s 2024 Stock Incentive Plan, as amended (the “Plan”).
In connection herewith, we have examined:
(1) the
Registration Statement;
(2) the
Plan;
(3) the
Second Amended and Restated Certificate of Incorporation of the Company; and
(4) the
Amended and Restated Bylaws of the Company.
We have also examined originals or copies, certified
or otherwise identified to our satisfaction, of such other corporate records, agreements and instruments of the Company, statements and
certificates of public officials and officers of the Company, and such other documents, records and instruments, and we have made such
legal and factual inquiries, as we have deemed necessary or appropriate as a basis for us to render the opinions hereinafter expressed.
In our examination of the foregoing, we have assumed the genuineness of all signatures, the legal competence and capacity of natural
persons, the authenticity of documents submitted to us as originals and the conformity with authentic original documents of all documents
submitted to us as copies or by facsimile or other means of electronic transmission, or which we obtained from the SEC’S Electronic
Data Gathering, Analysis and Retrieval system (“Edgar”) or other sites maintained by a court or governmental authority or
regulatory body and the authenticity of the originals of such latter documents. If any documents we examined in printed, word processed
or similar form have been filed with the SEC on Edgar or such court or governmental authority or regulatory body, we have assumed that
the document so filed is identical to the document we examined except for formatting changes. When relevant facts were not independently
established, we have relied without independent investigation as to matters of fact upon statements of governmental officials and upon
representations made in or pursuant to the certificates and statements of appropriate representatives of the Company.
XBP Europe Holdings, Inc.
December 20, 2024
Page 2
|  |
In connection herewith, we have assumed that,
other than with respect to the Company, all of the documents referred to in this opinion letter have been duly authorized by, have been
duly executed and delivered by, and constitute the valid, binding and enforceable obligations of, all of the parties to such documents,
all of the signatories to such documents have been duly authorized and all such parties are duly organized and validly existing and have
the power and authority (corporate or other) to execute, deliver and perform such documents.
Based upon the foregoing and in reliance thereon,
and subject to the assumptions, comments, qualifications, limitations and exceptions set forth herein, we are of the opinion that the
Shares have been duly authorized for issuance and upon issuance and delivery of the Shares upon payment therefor, in accordance with
the terms of the Plan, and any relevant agreements thereunder, the Shares will be validly issued, fully paid and non-assessable.
In rendering the opinion stated herein, we have
also assumed that: (a) if issued in physical form, the certificates evidencing the Shares will be signed by the authorized officers
of the Company and registered by the transfer agent and registrar and will conform to the specimen certificate examined by us evidencing
the Common Stock or, if issued in book-entry form, an appropriate account statement evidencing the Shares credited to the recipient’s
account maintained with the Company’s transfer agent has been issued by the Company’s transfer agent; (b) the issuance
of the Shares will be properly recorded in the books and records of the Company; (c) each award agreement under which options, restricted
stock, restricted stock units, stock appreciation rights, performance awards, and/or other stock-based awards are granted pursuant to
the Plan will be consistent with the Plan and will be duly authorized, executed and delivered by the parties thereto, and (d) the
consideration received by the Company for each of the Shares delivered pursuant to the Plan shall not be less than the per share par
value of the Shares.
This opinion is not rendered with respect to
any laws other than the General Corporation Law of the State of Delaware. We assume that the appropriate action will be taken, prior
to the offer and sale of the Shares in accordance with the Plan, to register and qualify the Shares for sale under all applicable state
securities or “blue sky” laws and we express no opinion as to such securities or “blue sky” laws or as to federal
law, including the federal securities laws. The opinions set forth herein are made as of the date hereof and are subject to, and may
be limited by, future changes in the factual matters set forth herein, and we undertake no duty to advise you of the same. The opinions
expressed herein are based upon the law in effect (and published or otherwise generally available) on the date hereof, and we assume
no obligation to revise or supplement these opinions should such law be changed by legislative action, judicial decision or otherwise.
In rendering our opinions, we have not considered, and hereby disclaim any opinion as to, the application or impact of any laws, cases,
decisions, rules or regulations of any other jurisdiction, court or administrative agency.
This opinion is being delivered by us in connection
with the filing of the Registration Statement with the SEC. We do not render any opinions except as set forth above. We hereby consent
to the filing of this opinion as Exhibit 5.1 to the Registration Statement. We also consent to your filing copies of this opinion
as an exhibit to the Registration Statement with such agencies of such jurisdictions as you deem necessary in the course of complying
with the laws of such jurisdictions regarding the offering and sale of the Shares. In giving such consent, we do not thereby concede
that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and
regulations of the SEC promulgated thereunder.
Very truly yours,
/s/ BRYAN CAVE LEIGHTON PAISNER LLP |
|
Exhibit 23.2
Consent of Independent Registered Public Accounting Firm
We hereby consent to the incorporation by reference in this registration statement on Form S-8 of our report dated April 1, 2024, with
respect to the consolidated financial statements of XBP Europe Holdings, Inc. and Subsidiaries as of December 31, 2023 and 2022 and for
each of the years in the two-year period ended December 31, 2023.
/s/ UHY LLP
Sterling Heights, Michigan
December 20, 2024
Exhibit 107
Calculation of Filing Fee Tables
Form S-8
(Form Type)
XBP Europe Holdings, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
Security
Type |
|
Security
Class
Title |
|
Fee
Calculation
Rule |
|
Amount
Registered (1) |
|
Proposed
Maximum
Offering
Price Per
Share (2) |
|
Maximum
Aggregate
Offering
Price (2) |
|
Fee
Rate |
|
Amount of
Registration
Fee |
| Equity |
|
Common Stock, $0.0001 par value per share |
|
Rule 457(c) and Rule 457(h) |
|
5,520,270 |
|
$1.05005 |
|
$5,796,559.52 |
|
0.00015310 |
|
$887.46 |
| Total Offering Amounts |
|
|
|
$5,796,559.52 |
|
|
|
$887.46 |
| Total Fee Offsets |
|
|
|
|
|
|
|
— |
| Net Fee Due |
|
|
|
|
|
|
|
$887.46 |
| (1) | In accordance with Rule 416 under the Securities Act of 1933,
as amended (the “Securities Act”), this registration statement shall be deemed to cover any additional shares of the Registrant’s
Common Stock, $0.0001 par value per share (“Common Stock”), that may from time to time be offered or issued under the Registrant’s
2024 Equity Incentive Plan to prevent dilution resulting from stock splits, stock dividends or similar transactions that increase the
number of outstanding shares of Common Stock. |
| (2) | The proposed maximum offering price per share of $1.05005 is
estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act, and is
based upon the average of the high and low prices of the Registrant’s Common Stock as reported on the Nasdaq Global Market on December
18, 2024. |
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