13D Filings
XBP Global Holdings, Inc.
XBP
Amendment
Ownership

7.20%

Total Shares

1,014,197

Issuer CIK

1839530

Event Date

Sep 14, 2025

Accepted

Sep 22, 2026, 04:02 PM

Reporting Persons (6)
Joint Filing

This is a joint filing. The reported shares may overlap between reporting persons and should not be summed.

NameType% of ClassAggregateSole VotingShared Voting
Cantor Fitzgerald, L.P.
Partnership
7.20%1,014,19701,014,197
CF Group Management, Inc.
CO
7.20%1,014,19701,014,197
Brandon G. Lutnick
Individual
7.20%1,014,19701,014,197
CFAC Holdings VIII, LLC
Other
4.30%606,4400606,440
Cantor Fitzgerald & Co.
Partnership
1.50%211,6790211,679
Cantor Fitzgerald Securities
CO
1.40%196,0780196,078
Disclosure Items (7)

Security Title

Common Stock, $0.0001 par value

Issuer Name

XBP Global Holdings, Inc.

Issuer Address

2701 East Grauwyler Road, Irving, TX, 75061

Filing Persons

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 4.3% of the issued and outstanding shares of Common Stock based on 14,156,584 shares of Common Stock outstanding as of September 14, 2026 as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the SEC on August 14, 2026 and the Form 8-K filed with the SEC on September 14, 2026. (ii) CF&Co., which is the holder of record of approximately 1.5% of the issued and outstanding shares of Common Stock based on 14,156,584 shares of Common Stock outstanding as of September 14, 2026 as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the SEC on August 14, 2026 and the Form 8-K filed with the SEC on September 14, 2026. (iii) CFS, which is the holder of record of approximately 1.4% of the issued and outstanding shares of Common Stock based on 14,156,584 shares of Common Stock outstanding as of September 14, 2026 as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the SEC on August 14, 2026 and the Form 8-K filed with the SEC on September 14, 2026. (iv) Cantor, the sole member of CFAC and the indirect holder of a majority of the equity interests of CF&Co. and CFS; (v) CFGM, the managing general partner of Cantor; and (vi) 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.

Business Address

Item 2(b) is hereby amended and supplemented with the following: The address of the principal business and principal office of Cantor Fitzgerald Securities is 110 East 59th Street, New York, New York 10022.

Convictions

Item 2(e) is hereby amended and supplemented as follows: During the last five (5) years, Cantor Fitzgerald Securities has not 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.

Citizenship

Item 2(f) is hereby amended and supplemented with the following: Cantor Fitzgerald Securities is a New York general partnership.

Item 3 is hereby amended and supplemented with the information in Item 4 responsive hereto, which is incorporated by reference herein.

Item 4 is hereby amended and supplemented with the following: The Private Placement On September 11, 2026, the Issuer entered into securities purchase agreements (each, a "Purchase Agreement") with certain accredited investors (the "Purchasers"), for the sale by the Issuer in a private placement (the "Private Placement") of an aggregate of 2,275,245 shares (the "Shares") of the Issuer's Common Stock, at a weighted purchase price of approximately $2.66 per Share, for aggregate gross proceeds to the Issuer of approximately $6.05 million. CFS participated as a Purchaser in the Private Placement, purchasing 196,078 shares of Common Stock in the aggregate. All purchases made by CFS were made at a per share price of $2.55. The closing of the Private Placement occurred on September 15, 2026. The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by the full text of the Purchase Agreement, a copy of which is included as Exhibit 99.2 to this Amendment, and is incorporated by reference herein. On September 11, 2026, in connection with the Purchase Agreement, the Issuer entered into Registration Rights Agreements with the Purchasers (each, a "Registration Rights Agreement"). The Registration Rights Agreement provides, among other things, that the Issuer will file with the SEC a registration statement registering the resale of the Shares no later than September 22, 2026. The Issuer agreed to use commercially reasonable efforts to have such registration statement declared effective as soon as practicable after the filing thereof. The foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by the full text of the Registration Rights Agreement, a copy of which is included as Exhibit 99.3 to this Amendment, and is incorporated by reference herein. ******** Other than as described in this Item 4, none of the Reporting Persons has any current plans or proposals that relate to or that would result in any of the transactions or other matters specified in clauses (a) through (j) of Item 4 of Schedule 13D; provided, that the Reporting Persons may, at any time, review or reconsider their positions with respect to the Issuer and reserve the right to develop such plans or proposals.

Percentage of Class

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 14,156,584 shares of Common Stock outstanding as of September 14, 2026 as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the SEC on August 14, 2026 and the Form 8-K filed with the SEC on September 14, 2026. As of the date hereof, (i) CFAC directly owns 606,440 shares of Common Stock, (ii) CF&Co. directly owns 211,679 shares of Common Stock and (iii) Cantor Fitzgerald Securities directly owns 196,078 shares of Common Stock. None of the other Reporting Persons directly own any shares of Common Stock.

Number of Shares

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, 606,440 shares of Common Stock a, which represent approximately 4.3% of the issued and outstanding shares of Common Stock based on 14,156,584 shares of Common Stock outstanding as of September 14, 2026 as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the SEC on August 14, 2026 and the Form 8-K filed with the SEC on September 14, 2026. (ii) CF&Co. directly owns, is the beneficial owner of, and has shared voting and dispositive power with respect to, 211,679 shares of Common Stock, which represent approximately 1.5% of the issued and outstanding shares of Common Stock based on 14,156,584 shares of Common Stock outstanding as of September 14, 2026 as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the SEC on August 14, 2026 and the Form 8-K filed with the SEC on September 14, 2026. (iii) CFS directly owns, and is the beneficial owner of, and has shared voting and dispositive power with respect to, 196,078 shares of Common Stock, which represent approximately 1.4% of the issued and outstanding shares of Common Stock based on 14,156,584 shares of Common Stock outstanding as of September 14, 2026 as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the SEC on August 14, 2026 and the Form 8-K filed with the SEC on September 14, 2026. (iv) Cantor, as the sole member of CFAC and the indirect holder of a majority of the equity interests of CF&Co. and CFS, controls each of CFAC, CF&Co. and CFS, 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 and CF&Co., which represent approximately 7.2% of the issued and outstanding shares of Common Stock based on 14,156,584 shares of Common Stock outstanding as of September 14, 2026 as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the SEC on August 14, 2026 and the Form 8-K filed with the SEC on September 14, 2026. 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. (v) 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, CF&Co. and CFS, which represent approximately 7.2% of the issued and outstanding shares of Common Stock based on and outstanding shares of Common Stock based on 14,156,584 shares of Common Stock outstanding as of September 14, 2026 as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the SEC on August 14, 2026 and the Form 8-K filed with the SEC on September 14, 2026. (vi) 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, CF&Co. and CFS, which represent approximately 7.2% of the issued and outstanding shares of Common Stock based on and outstanding shares of Common Stock based on 14,156,584 shares of Common Stock outstanding as of September 14, 2026 as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the SEC on August 14, 2026 and the Form 8-K filed with the SEC on September 14, 2026.

Transactions

See Item 4 of this Amendment, which is incorporated by reference herein.

Shareholders

Not applicable.

Date of 5% Ownership

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 10.16: Joint Filing Agreement, dated as of September 22, 2026, by and among the Reporting Persons Exhibit 99.2: Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by XBP on September 14, File No. 001-40206). Exhibit 99.3: Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by XBP on September 14, File No. 001-40206).

XBP Global Holdings, Inc. — Schedule 13D | 13D Filings