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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On December 12, 2025, XBP Global Holdings, Inc. (the “Company”) filed a Certificate of Amendment (the “Certificate of Amendment”) to its Third Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware. The Certificate of Amendment contains provisions identical to those in the certificate of amendment filed on July 29, 2025, which was previously disclosed in the Company’s Current Report on Form 8-K filed on August 4, 2025.
Immediately prior to filing the Certificate of Amendment, the Company filed two Certificates of Correction with the Secretary of State of the State of Delaware, which voided (i) the certificate of amendment filed on July 29, 2025 (which was subsequently replaced with the Certificate of Amendment), and (ii) a certificate of amendment dated July 30, 2025, that purported to change the Company’s name to its present name, a change already effected.
The foregoing description is qualified in its entirety by reference to the Certificate of Amendment and the two Certificates of Correction, filed as Exhibits 3.1, 3.2, and 3.3 hereto, respectively, and incorporated herein by reference.
For clarity, the corrective filings described above did not result in any changes to the substance of the Company’s Third Amended and Restated Certificate of Incorporation, as amended, or to the Company’s previously announced plans regarding its common stock
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: December 12, 2025
| XBP GLOBAL HOLDINGS, INC. | ||
| By: | /s/ Ross Dawson | |
| Ross Dawson | ||
| Secretary | ||