Filing Summary
Registrant and period: The filing is a Form 8-K filed by XBP Europe Holdings, Inc. (formerly CF Acquisition Corp. VIII), dated December 15, 2023, and signed December 21, 2023. The request metadata identifies XBP Global Holdings, Inc.; the filing itself identifies the registrant as XBP Europe Holdings, Inc.
Business Context and Reporting Period
The filing reports a change in the independent registered public accounting firm and an executive employment termination and settlement. It does not provide quarterly or annual operating results.
Financial Metrics and Liquidity
- The filing does not provide revenue, profit, cash flow, margins, debt, liquidity, or other current financial metrics.
- WithumSmith+Brown, PC’s audit reports for the years ended December 31, 2021 and December 31, 2022 were not adverse, disclaimed, or qualified, except that the reports included a going-concern explanatory paragraph relating to the predecessor entity’s ability to continue if it did not complete a business combination by September 16, 2023.
Material Changes
- The Audit Committee approved UHY LLP as the independent registered public accounting firm for the year ending December 31, 2023, effective December 20, 2023.
- Withum was dismissed effective December 20, 2023, after serving as auditor since 2020.
- The company reported no disagreements with Withum regarding accounting principles, financial statement disclosure, or audit scope and procedures during the two most recent fiscal years or the subsequent interim period through December 15, 2023.
- The company also reported no reportable events during that period.
Outlook, Risks, Contingencies, and Unusual Items
- Exela Technologies B.V., an indirect wholly owned subsidiary, and David W. Jones mutually agreed to terminate his employment effective January 1, 2024.
- Under a termination and amicable settlement agreement, Mr. Jones is expected to receive a one-time payment of €50,000, subject to applicable withholdings and contributions, plus accrued and unused vacation value, within one month after the effective date.
- The agreement includes a customary release of claims and preserves confidentiality, invention assignment, non-competition, and non-solicitation obligations.
Investor Verification Items
- Verify the registrant’s corporate name and relationship to XBP Global Holdings, Inc.
- Review UHY’s subsequent audit reports and any auditor communications for fiscal 2023.
- Assess whether the historical going-concern language remains relevant to the company’s current financial condition.
- Confirm the final amount and payment timing of the executive settlement, including accrued vacation and applicable withholdings.
- Review Exhibit 16.1 for Withum’s response to the company’s statements regarding the auditor change.