XBP Europe Holdings, Inc.
61.59%
21,802,364
1839530
98400V101
Mar 24, 2025
Mar 28, 2025, 06:03 AM
Reporting Persons (6)
This is a joint filing. The reported shares may overlap between reporting persons and should not be summed.
| Name | Type | % of Class | Aggregate | Sole Voting | Shared Voting |
|---|---|---|---|---|---|
| BTC International Holdings, Inc. | CO | 61.59% | 21,802,364 | 21,802,364 | 0 |
| XCV-EMEA, LLC | Holding Company | 61.59% | 21,802,364 | 21,802,364 | 0 |
| ZUROFF BERNARD LUCKING | Individual | 61.59% | 21,802,364 | 21,802,364 | 0 |
| Exela Technologies, Inc. | CO | 4.98% | 1,680,000 | 1,680,000 | 0 |
| ETI-XCV, LLC | Holding Company | 0.00% | 0 | 0 | 0 |
| ETI-XCV Holdings, LLC | Holding Company | 0.00% | 0 | 0 | 0 |
Disclosure Items (7)
Common Stock, $0.0001 par value
XBP Europe Holdings, Inc.
2701 EAST GRAUWYLER ROAD, IRVING, TX, 75061
(a) Item 2 of the Schedule 13D is incorporated by reference as to the Original Reporting Persons. Information is being added in this Amendment No. 1 as to Bernard Zuroff ("Trustee").
(b) Item 2 of the Schedule 13D is incorporated by reference as to the Original Reporting Persons. Trustee's principal place of business is 16280 W Ellsworth Ave, Golden, Co, 80401.
(c) Item 2 of the Schedule 13D is incorporated by reference as to the Original Reporting Persons. Trustee is a retired general counsel, board member and finance professional.
During the last five years, none of the Reporting Persons was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws.
Item 2 of the Schedule 13D is incorporated by reference as to the Original Reporting Persons. Trustee is a U.S. Citizen resident in Colorado.
Item 3 is hereby amended by the addition of the following: Pursuant to the Membership Interest Purchase Agreement, dated as of March 21, 2025 (the "MIPA"), the Issuer issued 1,680,000 shares of Common Stock (referred to as the MIPA Shares in this Amendment No. 1) to Exela in exchange for 100% of the membership interests in GP 2XCV Holdings LLC, a Delaware limited liability company (the "Purchased Interests"). On March 25, 2025, ETI-XCV granted an Irrevocable Proxy and Power of Attorney Coupled with an Interest (the "Irrevocable Proxy") in favor of the Trustee concerning XCV-EMEA. Pursuant to the Irrevocable Proxy, ETI-XCV, as the sole member of XCV-EMEA, granted the Trustee sole and exclusive authority to direct, control, manage, and influence XCV-EMEA's management, policies, and operations, including the right to vote all membership interests. This grant of authority is irrevocable and remains in effect subject to certain conditions. Following execution of the Irrevocable Proxy, the Trustee amended the Limited Liability Company Agreement of XCV-EMEA (the "LLCA") to modify ETI-XCV's membership interest, rendering it non-voting, and simultaneously providing the Trustee with a voting interest. As a result, ETI-XCV no longer retains any voting rights in XCV-EMEA or, by extension, in XCV-EMEA's subsidiary, BTC International, including the 21,802,364 shares (referred to in this Amendment No. 1 as the Merger Shares) of the Issuer's Common Stock held of record by BTC International. All such rights are now vested solely in the Trustee. By virtue of ETI-XCV's entry into the Irrevocable Proxy and the amendment of the LLCA, ETI-XCV and its ETI Entities, Exela and ETI-XCV Holdings (collectively with ETI-XCV, the "ETI Entities"), have effectively relinquished their ability to direct or influence the voting and management of XCV-EMEA. Consequently, these ETI Entities no longer beneficially own the membership interests of XCV-EMEA or, by extension, the interests of XCV-EMEA's subsidiaries, BTC International and the Issuer, for purposes of Section 13(d) of the Securities Exchange Act of 1934. Each of such Reporting Persons hereby disclaims beneficial ownership of the Merger Shares except to the extent of their pecuniary interest therein. Correspondingly, the Trustee may be deemed to beneficially own the membership interests of XCV-EMEA and, by extension, the interests of XCV-EMEA's subsidiaries, BTC International and the Issuer, by virtue of his exclusive voting and control rights. However, the Trustee disclaims any pecuniary interest therein.
Item 5 is hereby amended and restated as follows: The information relating to the beneficial ownership of Common Stock by each of the Reporting Persons set forth in Rows 7 through 13 of the cover pages hereto and the related Comment for Type of Reporting Person is hereby incorporated by reference.
The information relating to the beneficial ownership of Common Stock by each of the Reporting Persons set forth in Rows 7 through 13 of the cover pages hereto and the related Comment for Type of Reporting Person is hereby incorporated by reference.
The information in Item 3 above is hereby incorporated by reference.
The information relating to the beneficial ownership of Common Stock by each of the Reporting Persons set forth in Rows 7 through 13 of the cover pages hereto and the related Comment for Type of Reporting Person and the Information in Item 3 above, to the extent it is relevant to this Item, is hereby incorporated by reference.
March 25, 2025 as to the ETI Entities.
Reference is made to the transactions described in Item 3 above.
Exhibit 99.1* Joint Filing Agreement dated March 25, 2025 by and among the Reporting Persons. * Filed herewith