SEC Comment Letter 0000000000-24-001483 to XBP Global Holdings, Inc. (XBP)
XBP Global Holdings, Inc.
Date: Feb. 7, 2024 · CIK: 0001839530 · Accession: 0000000000-24-001483
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-276213
Letter
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.
FirstName LastNameAndrej Jonovic Comapany NameXBP Europe Holdings, Inc. February 7, 2024 Page 2 FirstName LastName Andrej Jonovic XBP Europe Holdings, Inc. February 7, 2024 Page 2 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
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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.
FirstName LastNameAndrej Jonovic
Comapany NameXBP Europe Holdings, Inc.
February 7, 2024 Page 2
FirstName LastName
Andrej Jonovic
XBP Europe Holdings, Inc.
February 7, 2024
Page 2
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