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United States securities and exchange commission logo
February 7, 2024
Andrej Jonovic
Chief Executive Officer
XBP Europe Holdings, Inc.
2701 East Grauwyler Road
Irving, TX 75061
Re: XBP Europe
Holdings, Inc.
Amendment No. 2 to
Registration Statement on Form S-1
Filed February 2,
2024
File No. 333-276213
Dear Andrej Jonovic:
We have reviewed your amended registration statement and have the
following
comment(s).
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.
Unless we note otherwise,
any references to prior comments are to comments in our January 17, 2024
letter.
Amendment No. 2 to Registration Statement on Form S-1
Cover Page
1. We note your response
to prior comment 3 and reissue in part. 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 statement that
"[t]he number of shares of Common Stock that the Selling
Securityholders can
sell into the public markets pursuant to this prospectus greatly
exceeds the Company's
public float." In this regard, we note that the currently disclosed
percentage is compared
to your total number of shares outstanding not your public float.
Andrej Jonovic
FirstName LastNameAndrej
XBP Europe Holdings, Inc. Jonovic
Comapany7,NameXBP
February 2024 Europe Holdings, Inc.
February
Page 2 7, 2024 Page 2
FirstName LastName
Please contact Kate Beukenkamp at 202-551-3861 or Donald Field at
202-551-3680 with
any questions.
Sincerely,
Division of Corporation
Finance
Office of Trade &
Services
cc: Andrew Rodman