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United States securities and exchange commission logo
January 17, 2024
Andrej Jonovic
Chief Executive Officer
XBP Europe Holdings, Inc.
2701 East Grauwyler Road
Irving, TX 75061
Re: XBP Europe
Holdings, Inc.
Registration
Statement on Form S-1
Filed December 22,
2023
File No. 333-276213
Dear Andrej Jonovic:
We have conducted a limited review of your registration statement
and have the
following comments.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe a comment applies to your
facts and circumstances
or do not believe an amendment is appropriate, please tell us why in
your response.
After reviewing any amendment to your registration statement and
the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form S-1
Cover Page
1. Revise your prospectus
to disclose the price that each Selling Securityholder paid for the
securities being
registered for resale. Highlight any differences in the current trading
price, the prices that
the Sponsor, private placement investors or other Selling
Securityholders
acquired their shares and warrants, and the price that the public
securityholders
acquired their shares and warrants. Disclose that while the Sponsor,
private placement
investors or other Selling Securityholders may experience a positive
rate of return based on
the current trading price, the public securityholders may not
experience a similar
rate of return on the securities they purchased due to differences in
the purchase prices and
the current trading price. Please also disclose the potential profit
the Selling
Securityholders will earn based on the current trading price. Lastly, please
include appropriate
risk factor disclosure, accordingly. We note the first two risk factors
under the section
titled "Risk Related to the Company" beginning on page 12.
Andrej Jonovic
FirstName LastNameAndrej
XBP Europe Holdings, Inc. Jonovic
Comapany
January 17,NameXBP
2024 Europe Holdings, Inc.
January
Page 2 17, 2024 Page 2
FirstName LastName
2. Disclose the exercise prices of the Forward Purchase Warrants, Private
Placement
Warrants and Public Warrants, respectively, compared to the market
price of the
underlying securities. If any of each of these warrants are out the
money, please disclose
the likelihood that warrant holders will not exercise their warrants.
Provide similar
disclosure in the prospectus summary, risk factors, MD&A and use of
proceeds section
and disclose that cash proceeds associated with the exercises of the
warrants are
dependent on the stock price. As applicable, describe the impact on
your liquidity and
update the discussion on the ability of your company to fund your
operations on a
prospective basis with your current cash on hand.
3. We also note that a significant portion of the shares being registered
for resale were
purchased by the Selling Securityholders for prices considerably below
the current market
price of the Common Stock. Highlight here the significant negative
impact sales of shares
on this registration statement could have on the public trading price
of the Common Stock.
Additionally, we note that the shares being registered for resale will
constitute a
considerable percentage of your public float. Please revise your
disclosure here, in your
Risk Factors section and elsewhere as appropriate to disclose the
amount of resale shares
being registered as a percentage of your public float. We note your
risk factor titled
"Substantial future sales of shares of Common Stock could cause the
market price of
shares of Common Stock to decline" on page 12 as well as your risk
factor beginning
"The Company has a limited public float, which adversely affects
trading volume a
liquidity..." on page 28.
4. We note that certain shares being registered for resale were purchased
by the Selling
Securityholders for prices considerably below the current market price
of the Common
Stock. Expand your discussion in MD&A to highlight the significant
negative impact
sales of shares on this registration statement could have on the
public trading price of the
Common Stock. Your discussion should highlight the fact that Excela
Technologies, Inc.
and CFAC Holdings VIII, LLC, as beneficial holders of 72.3% and 22.9%,
respectively,
of your outstanding shares will be able to sell a significant amount
of shares for so long as
the registration statement of which this prospectus forms a part is
available for use. We
note your risk factor beginning "Substantial future sales of share of
Common Stock could
cause the market price of shares..." on page 12.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
Andrej Jonovic
XBP Europe Holdings, Inc.
January 17, 2024
Page 3
Please contact Kate Beukenkamp at 202-551-3861 or Donald Field at
202-551-3680 with
any questions.
Sincerely,
FirstName LastNameAndrej Jonovic
Division of Corporation
Finance
Comapany NameXBP Europe Holdings, Inc.
Office of Trade &
Services
January 17, 2024 Page 3
cc: Andrew Rodman
FirstName LastName