XBP Global Holdings, Inc.
5.50%
6,449,404
1839530
98400V101
Oct 5, 2025
Oct 6, 2025, 05:00 PM
Reporting Persons (4)
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 |
|---|---|---|---|---|---|
| CFAC Holdings VIII, LLC. | Other | 5.50% | 6,449,404 | 0 | 6,449,404 |
| Cantor Fitzgerald, L.P. | Partnership | 5.50% | 6,449,404 | 0 | 6,449,404 |
| CF Group Management, Inc. | CO | 5.50% | 6,449,404 | 0 | 6,449,404 |
| Brandon G. Lutnick | Individual | 5.50% | 6,449,404 | 0 | 6,449,404 |
Disclosure Items (7)
Common Stock, $0.0001 par value
XBP Global Holdings, Inc.
2701 East Grauwyler Road,, Irving, TX, 75061
Item 2(a) is hereby amended and restated as follows: This statement is filed by: (i) CFAC, which is the holder of record of approximately 5.5% of the issued and outstanding shares of Common Stock based on 117,515,972 shares of Common Stock outstanding as of August 14, 2025, as reported by the Issuer in its Quarterly Report on Form 10-Q filed by the Issuer with the SEC on August 14, 2025; (ii) Cantor, the sole member of CFAC; (iii) CFGM, the managing general partner of Cantor; and (iv) Brandon G. Lutnick, the Chairman and Chief Executive Officer of CFAC, Cantor and CFGM and the controlling trustee of the trusts owning all of the voting shares of CFGM. All disclosures herein with respect to any Reporting Person are made only by such Reporting Person.
Item 2(b) is hereby amended and supplemented with the following: The address of the principal business and principal office of Brandon G. Lutnick is 499 Park Avenue, New York, New York 10022.
Item 2(c) is hereby amended and supplemented as follows: The principal occupation of Brandon G. Lutnick is to serve as an executive of Cantor and certain of its affiliates.
Item 2(e) is hereby amended and restated as follows: Except as set forth below, during the last five (5) years, no Reporting Person or any other person for whom information is required to be disclosed pursuant to Instruction C to Schedule 13D has been 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. On December 12, 2024, Cantor, without admitting or denying the SEC's findings, entered into a settlement with the SEC to resolve charges that, in 2020 and 2021, CF Finance Acquisition Corp. II and CF Acquisition Corp. V, two special purpose acquisition companies (each, a "SPAC") controlled by Cantor, included false and misleading statements about each SPAC's prior interactions with target businesses in their filings with the SEC, in violation of Section 17(a)(2) and 17(a)(3) of the Securities Act of 1933, as amended (the "Securities Act"), Section 14(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and Rule 14a-3 thereunder. Cantor cooperated immediately and fully with the SEC's investigation and agreed to cease and desist from committing or causing any violations and any future violations of Section 17(a)(2) and 17(a)(3) of the Securities Act, Section 14(a) of the Exchange Act and Rule 14a-3 thereunder, and to pay a $6.75 million penalty.
Item 2(f) is hereby amended and supplemented with the following: Brandon G. Lutnick is a citizen of the United States.
Item 3 is hereby amended and supplemented with the information in Item 4 responsive hereto, which is incorporated by reference herein.
Item 5(a) is hereby amended and restated as follows: The aggregate number and percentage of shares of Common Stock beneficially owned by each of the Reporting Persons is on the basis of a total of 117,515,972 shares of Common Stock outstanding as of August 14, 2025, as reported by the Issuer in its Quarterly Report on Form 10-Q filed by the Issuer with the SEC on August 14, 2025. As of the date hereof, CFAC directly owns 6,064,404 shares of Common Stock and 385,000 shares of Common Stock underlying an equal number of warrants to purchase shares of Common Stock held by CFAC which are exercisable within 60 days. None of the other Reporting Persons directly own any shares of Common Stock.
Item 5(b) is hereby amended and restated as follows: As of the date hereof: (i) CFAC directly owns, is the beneficial owner of, and has shared voting and dispositive power with respect to, 6,064,404 shares of Common Stock and 385,000 shares of Common Stock underlying an equal number of warrants to purchase shares of Common Stock held by CFAC which are exercisable within 60 days, which represent approximately 5.5% of the issued and outstanding shares of Common Stock based on 117,515,972 shares of Common Stock outstanding as of August 14, 2025, as reported by the Issuer in its Quarterly Report on Form 10-Q filed by the Issuer with the SEC on August 14, 2025. (ii) Cantor, as the sole member of CFAC, controls CFAC, and may be deemed to beneficially own, and have shared voting and dispositive power with respect to, all shares of Common Stock directly owned by CFAC, which represent approximately 5.5% of the issued and outstanding shares of Common Stock based on 117,515,972 shares of Common Stock outstanding as of August 14, 2025, as reported by the Issuer in its Quarterly Report on Form 10-Q filed by the Issuer with the SEC on August 14, 2025. Cantor disclaims any ownership of such shares of Common Stock other than to the extent of any pecuniary interest it may have therein, directly or indirectly. (iii) CFGM, as the managing general partner of Cantor, controls Cantor and may be deemed to beneficially own, and have shared voting and dispositive power with respect to, all shares of Common Stock directly owned by CFAC, which represent approximately 5.5% of the issued and outstanding shares of Common Stock based on 117,515,972 shares of Common Stock outstanding as of August 14, 2025, as reported by the Issuer in its Quarterly Report on Form 10-Q filed by the Issuer with the SEC on August 14, 2025. CFGM disclaims any ownership of such shares of Common Stock other than to the extent of any pecuniary interest it may have therein, directly or indirectly. (iv) Brandon G. Lutnick, as the Chairman and Chief Executive Officer of CFAC, Cantor and CFGM and the controlling trustee of the trusts owning all of the voting shares of CFGM, may be deemed to beneficially own, and have shared voting and dispositive power with respect to, all shares of Common Stock directly owned by CFAC, which represent approximately 5.5% of the issued and outstanding shares of Common Stock based on 117,515,972 shares of Common Stock outstanding as of August 14, 2025, as reported by the Issuer in its Quarterly Report on Form 10-Q filed by the Issuer with the SEC on August 14, 2025. Brandon G. Lutnick disclaims any ownership of such shares of Common Stock other than to the extent of any pecuniary interest he may have therein, directly or indirectly.
See Item 4 of this Amendment, which is incorporated by reference herein.
Not applicable.
Not applicable.
Item 6 is hereby amended and supplemented with the information contained in Item 4 and Item 5 responsive hereto, which is incorporated by reference herein.
Item 7 is hereby amended and supplemented by adding the following: Exhibit 10.10: Joint Filing Agreement, dated as of October 6, 2025, by and among the Reporting Persons Exhibit 10.11: Purchase Agreement, dated as of May 16, 2025, by and between Howard W. Lutnick, as Trustee of the Howard W. Lutnick Revocable Trust, and Kyle S. Lutnick, Brandon G. Lutnick, Casey J. Lutnick, and Ryan G. Lutnick, as Investment Trustees of the trust known as the BGL Management Trust. Exhibit 10.12: Purchase Agreement, dated as of May 16, 2025, by and between Howard W. Lutnick, as Trustee of the Howard W. Lutnick Revocable Trust, and Kyle S. Lutnick, Brandon G. Lutnick, Casey J. Lutnick, and Ryan G. Lutnick, as Investment Trustees of the trust known as the KSL Management Trust. Exhibit 10.13: Purchase Agreement, dated as of May 16, 2025, by and between Howard W. Lutnick, as Trustee of the Howard W. Lutnick Revocable Trust, and Kyle S. Lutnick, Brandon G. Lutnick, Casey J. Lutnick, and Ryan G. Lutnick, as Investment Trustees of the trust known as the RGL Management Trust. Exhibit 10.14: Purchase Agreement, dated as of May 16, 2025, by and between Howard W. Lutnick, as Trustee of the Howard W. Lutnick Revocable Trust, and Kyle S. Lutnick, Brandon G. Lutnick, Casey J. Lutnick, and Ryan G. Lutnick, as Investment Trustees of the trust known as the CJL Management Trust.