Commission File Number: 001-40206 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to XBP Europe Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 85-2002883 (State ...

Revenue Performance - 2023 revenue was $166.6 million, a decline of 7.7% year-over-year from $180.5 million in 2022[4] - Bills & Payments segment revenue decreased by 11.0% year-over-year to $121.9 million, primarily due to project completions and lower volumes[5] - Technology segment revenue increased by 2.5% year-over-year to $44.7 million, driven by higher software license sales and increased implementation services[5] - Revenue for the year ended December 31, 2023, was $166,336 thousand, a decrease of 7.1% from $180,349 thousand in 2022[16] - Cost of revenue for 2023 was $127,456 thousand, a decrease of 6.4% from $136,276 thousand in 2022[16] Net Loss and Adjusted EBITDA - Net loss for 2023 was $11.0 million, compared to a net loss of $7.9 million in 2022, largely due to a restructuring charge of $6.7 million[5] - Adjusted EBITDA for 2023 was $11.6 million, a decrease of 20.0% from $14.5 million in 2022, with an adjusted EBITDA margin of 7.0%[5] - Net loss for 2023 was $11,047 thousand, compared to a net loss of $7,929 thousand in 2022, representing a 39.4% increase in losses[16] - Adjusted EBITDA for 2023 was $11,597 thousand, down 19.7% from $14,487 thousand in 2022[20] - Operating loss for 2023 was $4,179 thousand, compared to an operating loss of $1,950 thousand in 2022[16] Capital Expenditures and Debt - Capital expenditures for 2023 were 1.6% of revenue, down from 3.5% in 2022, due to prior investments in the Irish headquarters[10] - The current portion of long-term debt decreased to $3.9 million at year-end 2023 from $5.0 million at year-end 2022[10] Growth Initiatives - The company is focusing on growth by investing in sales and expanding into new solutions, including Reaktr.ai and XBP Omnidirect[2] - The company won a ~$48 million Total Contract Value (TCV) contract in 2023, marking the largest contract win in the past five years[4] Stockholders' Equity and Cash Position - Total stockholders' deficit as of December 31, 2023, was $12,568 thousand, a decrease from $26,932 thousand in 2022[15] - Cash and equivalents at the end of 2023 were $6,905 thousand, down from $7,473 thousand at the end of 2022[18] Other Financial Metrics - Related party revenue increased to $234 thousand in 2023 from $143 thousand in 2022, marking a 63.6% increase[16] - Interest expense for 2023 was $5,224 thousand, an increase of 70.7% from $3,062 thousand in 2022[16] - The company reported a foreign currency translation adjustment loss of $1,416 thousand in 2023, compared to a loss of $17,789 thousand in 2022[15] Operational Overview - XBP Europe operates across 15 countries with a team of approximately 1,500 individuals, serving over 2,000 clients[7]

As filed with the Securities and Exchange Commission on February 8, 2024 Registration No. 333-276213 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ––––––––––––––––––––––– XBP Europe Holdings, Inc. (Exact name of registrant as specified in its charter) ––––––––––––––––––––––– | Delaware | 7389 | 85-2002883 | | --- | --- | --- | | (State or other jurisdiction of | (Primary Standard Industrial | (I.R.S ...

As filed with the Securities and Exchange Commission on February 8, 2024 Registration No. 333-276213 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ––––––––––––––––––––––– XBP Europe Holdings, Inc. (Exact name of registrant as specified in its charter) ––––––––––––––––––––––– | Delaware | 7389 | 85-2002883 | | --- | --- | --- | | (State or other jurisdiction of | (Primary Standard Industrial | (I.R.S ...

As filed with the Securities and Exchange Commission on February 2, 2024 Registration No. 333-276213 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ––––––––––––––––––––––– XBP Europe Holdings, Inc. (Exact name of registrant as specified in its charter) ––––––––––––––––––––––– | Delaware 7389 | 85-2002883 | | --- | --- | | (State or other jurisdiction of (Primary Standard Industrial | (I.R.S. Employer ...

AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 As filed with the Securities and Exchange Commission on February 2, 2024 Registration No. 333-276213 ––––––––––––––––––––––– XBP Europe Holdings, Inc. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Exact name of registrant as specified in its charter) ––––––––––––––––––––––– | Delaware 7389 | 85-2002883 | | --- | --- | | (State or other jurisdiction of (Primary Standard Industrial | (I.R.S. Employer ...

As filed with the Securities and Exchange Commission on December 27, 2023 Registration No. 333-276213 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ––––––––––––––––––––––– XBP Europe Holdings, Inc. (Exact name of registrant as specified in its charter) ––––––––––––––––––––––– | Delaware | 7389 | 85-2002883 | | --- | --- | --- | | (State or other jurisdiction of | (Primary Standard Industrial | (I.R. ...

(Exact name of registrant as specified in its charter) ––––––––––––––––––––––– As filed with the Securities and Exchange Commission on December 21, 2023 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ––––––––––––––––––––––– XBP Europe Holdings, Inc. | Delaware | 7389 | 85-2002883 | | --- | --- | --- | | (State or other jurisdiction of | (Primary Standard Industrial | (I.R.S. Employer | | incorpora ...

As filed with the Securities and Exchange Commission on December 21, 2023 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ––––––––––––––––––––––– XBP Europe Holdings, Inc. (Exact name of registrant as specified in its charter) ––––––––––––––––––––––– | Delaware | 7389 | 85-2002883 | | --- | --- | --- | | (State or other jurisdiction of | (Primary Standard Industrial | (I.R.S. Employer | | incorpora ...

As filed with the Securities and Exchange Commission on November 17, 2023 Registration No. 333-273963 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ____________________________ AMENDMENT NO. 3 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ____________________________ CF Acquisition Corp. VIII* (Exact name of registrant as specified in its charter) ____________________________ | Delaware | 6770 | 85-2002883 | | --- | --- | --- | | (State or other jurisdiction o ...