XBP Global Holdings (XBP) FY2025 10-K Risk Factors: 30 New, 34 Dropped

What the changes say

The risk section shifts away from bankrupt parent ETI issues toward operational execution in AI and workflow automation.
New risks highlight long sales cycles, client contract termination terms, and competitive pressures in automation.
Shareholder concentration risks update ownership figures for ETI, Gates Capital, and Avenue Capital.

What changed since the prior 10-K

New

NewRisks Relating to our Business
Our strategic focus on automating and modernizing the workplace through artificial intelligence involves significant execution risks, and failure to successfully develop or monetize these solutions could materially harm our business
Investing in AI and agentic workflow automation involves execution, infrastructure, and talent costs, and failure to monetize could harm our business.
NewRisks Relating to our Business
Many of the Company’s client contracts may be terminated without cause and with limited notice, and government contracts subject it to audits, investigations and potential penalties that could result in contract termination, financial liability and reputational damage
Client contracts can be terminated without cause or penalty, and government contracts expose us to unpredictable funding and audits.
NewRisks Relating to our Business
The Company’s long-term contracts are based on cost estimates that may prove inaccurate, and its inability to offset increased operational costs with corresponding fee increases could materially impact its financial performance
Long-term contracts rely on cost estimates that may prove inaccurate, and we cannot always pass operational cost increases to clients.
NewRisks Relating to our Business
The Company’s workflow automation solutions require extended selling cycles and implementation periods, which can strain finances through upfront expenses without immediate revenue and create risks of contract loss after significant investment
Workflow automation solutions require extended selling and implementation cycles, causing upfront expenses without immediate revenue.
NewRisks Relating to our Business
The Company operates in a highly competitive industry and faces significant competition from companies with stronger financial resources, better brand recognition and lower-cost operations, as well as from clients who may choose to perform services in-house
We face intense competition from better-funded technology companies, offshore BPO providers, and clients performing services in-house.
NewRisks Relating to our Business
The Company operates in an industry characterized by rapid technological change, and failure to develop competitive technology solutions, adapt to digital transformation trends or respond to evolving client needs could result in loss of market share and revenue
Rapid technological change in AI could render our proprietary decisioning engines less competitive if we fail to keep pace.
NewRisks Relating to our Business
The Company’s reliance on third-party hardware and software creates risks of service disruptions, increased costs and operational delays if vendors discontinue products or raise prices, or if it encounters defects in third-party components
We rely on third-party hardware and software, creating risks of service disruptions if vendors raise prices or discontinue products.
NewRisks Relating to our Business
Certain higher-risk engagements involving significant financial sums, sensitive data or complex legal matters could expose the Company to increased liability, reputational damage and operational disruption despite its risk mitigation efforts
High-risk engagements involving sensitive personal data or class action distributions expose us to litigation, liability, and reputational damage.
NewRisks Relating to our Business
The Company’s business depends on protecting its intellectual property and avoiding infringement claims from others, and failure in either area could result in loss of competitive advantage, substantial damages or operational restrictions
Failure to protect our proprietary intellectual property across jurisdictions like the US, Europe, and India could harm our competitive advantage.
NewRisks Relating to our Business
The Company’s revenues are concentrated, making it vulnerable to downturns, consolidation or regulatory changes in specific sectors
Revenue concentration in sectors like financial services makes us vulnerable to industry downturns, consolidation, and regulatory changes.
NewRisks Relating to our Business
The Company’s competitive bidding process for commercial and government contracts requires substantial upfront investment with uncertain returns and exposes it to protest risks, cost estimation challenges and opportunity costs
Competitive bidding for commercial and government contracts requires substantial upfront costs, uncertain returns, and exposes us to protest risks.
NewRisks Relating to our Business
established by third parties, such as PCI Data Security Standard. If the Company is unable to maintain these certifications or meet these standards, it could adversely affect the Company’s ability to provide its solutions to certain clients and could harm its business
Inability to maintain privacy standards like the PCI Data Security Standard could harm our ability to service clients and lead to fines.
NewRisks Relating to our Business
The Company must maintain strict physical and information security standards subject to regular client and third-party audits, and failure to meet these requirements or negative audit findings could result in contract termination and reputational damage
NewRisks Relating to our Business
The Company faces significant cybersecurity risks and vulnerability to data breaches from sophisticated cyber threats, employee errors and third-party compromises, which could result in loss of client confidence, business disruption, legal liability and substantial financial costs
NewRisks Relating to our Business
The Company’s increasing integration of AI into its offerings presents risks of reputational harm, legal liability, increased costs, and competitive disadvantage if AI applications generate controversy, perform inadequately or require substantial investment in development and testing
NewRisks Relating to our Business
Geopolitical tensions and global macroeconomic uncertainty could adversely affect our business, financial condition, and results of operations
NewRisks Relating to our Business
Currency fluctuations between the U.S. Dollar and foreign currencies in the Company’s international operations could materially affect its recorded assets, liabilities, revenues, and operating margins
NewRisks Relating to our Business
Fluctuations in raw material costs, particularly paper, ink and energy, may increase the Company’s operational expenses and reduce demand for its printing services, and it may be unable to pass these costs on to clients or benefit from by-product sales
NewRisks Relating to our Business
The Company’s ability to attract and retain qualified personnel and to manage increasing labor costs and evolving employment law obligations across its global operations could materially affect its business and results of operations
NewRisks Relating to our Indebtedness
The Company’s substantial level of indebtedness could place it at a competitive disadvantage and limit its operational flexibility compared to less leveraged competitors
NewRisks Relating to our Indebtedness
The Company faces significant interest expense and principal repayment obligations, and its ability to service this debt depends on future performance and cash generation that is subject to factors beyond its control
NewRisks Relating to our Indebtedness
Substantially all of the Company’s assets are subject to liens that secure its indebtedness, giving secured lenders superior claims and foreclosure rights in the event of insolvency, liquidation or default
NewRisks Relating to our Indebtedness
Restrictive covenants in the Company’s financing agreements, including financial, affirmative and negative covenants, limit management’s discretion and the Company’s operational and financial flexibility, and failure to comply could result in defaults, waivers, increased costs or acceleration of indebtedness
NewRisks Relating to our Indebtedness
Despite restrictions in the Company’s debt agreements, it may be able to incur substantial additional indebtedness in the future, which could intensify current financial risks and strain its ability to obtain necessary financing for corporate purposes on acceptable terms
NewRisks Relating to our Indebtedness
BPA recently emerged from bankruptcy, which may adversely affect the Company’s business and relationships
NewRisks Relating to our Indebtedness
The Company’s historical financial statements are not comparable to the information contained in the Company’s financial statements after the application of fresh-start accounting following the Restructuring
NewRisks Relating to our Indebtedness
Uncertainty regarding the tax treatment of the Business Combination and Restructuring could have a material adverse effect on the Company
NewRisks Related to Our Common Stock
The Company is a “smaller reporting company,” and its reliance on associated disclosure exemptions could make its securities less attractive to investors
NewRisks Related to Our Common Stock
The Company has entered into a Shareholder Rights Agreement that may delay, defer or prevent a tender offer or takeover attempt that public stockholders might consider in their best interest
NewRisks Related to Our Common Stock
The Company’s Common Stock may be delisted from the Nasdaq Capital Market if it is unable to maintain compliance with Nasdaq's continued listing standards

Dropped

DroppedRisks Related to our Business
The Company’s ability to achieve continued and sustained profitability is uncertain
Uncertainty regarding achieving continued and sustained profitability due to fixed costs.
DroppedRisks Related to our Business
The Company may need to raise debt or equity financing, which it may be unable to do on favorable terms or at all
Need to raise debt or equity financing on favorable terms or at all.
DroppedRisks Related to our Business
The Company relies on ETI, which is a highly leveraged company that faces substantial doubt about its ability to continue as a going concern. An adverse event affecting ETI may affect the delivery and availability of the services the Company relies on ETI to provide
Reliance on leveraged majority owner ETI for services and agreements.
DroppedRisks Related to our Business
On November 6, 2024, Nasdaq notified ETI that its securities would be delisted, and trading of ETI’s securities was suspended on November 8, 2024. On January 27, 2025, ETI filed Form 15 with the SEC to deregister its securities, effectively suspending its public reporting obligations
ETI subsidiary Chapter 11 bankruptcy filings and Nasdaq delisting.
DroppedRisks Related to our Business
There can be no assurance that the ETI Debtor Subs will successfully emerge from bankruptcy in a manner that allows them to meet their obligations to the Company or that the Company's reliance on the ETI Debtor Subs will not have a material adverse effect on its business, financial condition, or results of operations
Uncertainty whether ETI debtor subsidiaries will successfully emerge from bankruptcy.
DroppedRisks Related to our Business
There can be no assurances that ETI will continue to control the Company in the future. Any change in control of the Company may impact its strategy or business, including in a manner adverse to the Company’s stockholders
Uncertainty regarding ETI continuing to control the company in the future.
DroppedRisks Related to our Business
Historical or new adverse issues associated with ETI or its management, such as litigation and its recent Nasdaq delisting and deregistration of its securities, as well as issues associated with the Company, may adversely impact the Company’s reputation, business and financial position and share price
Adverse issues associated with ETI management, litigation, and delisting affecting our reputation.
DroppedRisks Related to our Business
The Company may not be able to offset increased costs with increased fees under its contracts
Inability to offset increased costs with increased fees under client contracts.
DroppedRisks Related to our Business
The Company’s business process automation solutions often require long selling cycles and long implementation periods that may result in significant upfront expenses that may not be recovered
Long selling cycles and implementation periods resulting in unrecovered upfront expenses.
DroppedRisks Related to our Business
The Company faces significant competition, including from clients who may elect to perform their business processes in-house or invest in their own technologies in-house
Competition from clients performing business processes in-house.
DroppedRisks Related to our Business
The Company’s industry is characterized by rapid technological change, including the adoption of AI, and failure to compete successfully within the industry and address such changes could adversely affect its results of operations and financial condition
Rapid technological change and AI adoption requiring long-term upfront investments.
DroppedRisks Related to our Business
offerings or if its new services are not widely accepted, it could lose market share and clients to its competitors and that could materially adversely affect its results of operations and financial condition
Risk of losing market share if new service offerings are not widely accepted.
DroppedRisks Related to our Business
The Company’s revenues are highly dependent on the banking and finance industries, and any decrease in demand for business process solutions in these industries could reduce its revenues and adversely affect the results of operations
DroppedRisks Related to our Business
The Company’s profitability is dependent upon its ability to obtain adequate pricing for its services and to improve its cost structure
DroppedRisks Related to our Business
Fluctuations in the costs of labor, paper, ink, energy, by-products and other materials and resources may adversely impact the results of the Company’s operations
DroppedRisks Related to our Business
The Company relies, in some cases, on third-party hardware, software and services, which could cause errors or failures of the Company’s services and resulting in adverse effects for the Company’s business and reputation
DroppedRisks Related to our Business
The Company is subject to regular client and third-party security reviews and failure to pass these reviews may have an adverse impact on the Company’s operations
DroppedRisks Related to our Business
Currency fluctuations among the Euro, British Pound, Polish Zloty, Norwegian Krona, Danish Krona, Swedish Krona and any other local currencies of any locations where the Company operates in the future, could have a material adverse effect on the Company’s results of operations
DroppedRisks Related to our Business
The Company’s results of operations could be adversely affected by economic and political conditions, creating complex risks, many of which are beyond the Company’s control
DroppedRisks Related to our Business
Company or if a significant number of its employees unionize, the profitability of the Company may be adversely affected
DroppedRisks Related to our Business
Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect the Company’s business, investments and results of operations
DroppedRisks Related to our Business
Any failure or perceived failure to comply with laws and/or regulations, which may change from time to time, in one or more of the jurisdictions in which it operates, could subject the Company to legal actions and materially adversely affect its results of operations and financial condition
DroppedRisks Related to our Business
The invasion of Ukraine by Russia, and the financial and economic sanctions and import and/or export controls imposed on Russia by the United Kingdom, the European Union, and others, has caused, and may continue to cause, significant economic and social disruption, and its impact on the Company’s business is uncertain
DroppedRisks Related to our Business
COVID-19 caused a global health crisis that caused significant economic and social disruption, and a similar public health event could impact the Company’s business adversely
DroppedRisks Related to our Business
The Company may incur losses and liabilities resulting from an unfavorable outcome of pending or anticipated legal disputes
DroppedRisks Related to our Business
The Company operates in a number of jurisdictions and, as a result, may incur additional expenses in order to comply with the laws of those jurisdictions
DroppedRisks Related to our Business
Cybersecurity issues, vulnerabilities, and criminal activity resulting in a data or security breach could result in risks to the Company’s systems, networks, products, solutions and services resulting in liability or reputational damage
DroppedRisks Related to Owning Our Common Stock
Pursuant to the JOBS Act, the Company’s independent registered public accounting firm will not be required to attest to the effectiveness of internal controls over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act for so long as it is an “emerging growth company”
DroppedRisks Related to Owning Our Common Stock
The provision of the Company’s Charter that authorizes the Board to issue preferred stock from time to time based on terms approved by the Board may delay, defer or prevent a tender offer or takeover attempt that public stockholders might consider in their best interest
DroppedRisks Related to Owning Our Common Stock
The Company does not expect to declare any dividends in the foreseeable future
DroppedRisks Related to Being a Public Company
The Company is a controlled company, and thus is eligible for exemptions from certain corporate governance rules of Nasdaq. You may not have the same protections afforded to stockholders of companies that are subject to such requirements
DroppedRisks Related to Being a Public Company
The Company incurs significant increased expenses and administrative burdens as a public company, which could have an adverse effect on its business, financial condition and results of operations
DroppedRisks Related to Being a Public Company
compliance with the NGM MVPHS Requirement for continued listing on that market, on September 4, 2024 the Company had requested to transfer the listing of its securities to The Nasdaq Capital Market (the “NCM”)
DroppedRisks Related to Being a Public Company
If securities or industry analysts do not publish or cease publishing research or reports about the Company, its business, or its market, or if they change their recommendations regarding the Company’s securities adversely, the price and trading volume of the Company’s securities could decline

Reworded

94% rewrittenRisks Related to Our Common Stock
The Company has a limited public float, which adversely affects trading volume and liquidity, and may adversely affect the price of the Common Stock and access to additional capital
Updated share ownership percentages as of December 31, 2025, showing ETI at 25.7%, Gates Capital at 24.4%, and Avenue Capital at 9.3%.
87% rewrittenRisks Relating to our Business
Failure to comply with data privacy and data protection laws in processing and transferring personal data across jurisdictions may subject the Company to penalties and other adverse consequences, and the enactment of more stringent data privacy and data protection laws may increase its compliance costs
Added specific GDPR penalty figures of up to 20 million euros or 4% of worldwide annual turnover for non-compliance.
Was: Failure to comply with data privacy and data protection laws in processing and transferring personal data across jurisdictions may subject the Company to fines, and the enactment of more stringent data privacy and data protection laws may increase its compliance costs
64% rewrittenRisks Related to Our Common Stock
Substantial future sales of shares of Common Stock could cause the market price of the Company’s Common Stock to decline
Updated substantial future stock sale disclosures to reflect holdings by ETI, Gates Capital Management, and Avenue Capital.
Was: Substantial future sales of shares of Common Stock could cause the market price of our shares of Common Stock to decline

All 35 risk factors

Headings as the filing states them, in filing order.

Risks Relating to our Business

01Our strategic focus on automating and modernizing the workplace through artificial intelligence involves significant execution risks, and failure to successfully develop or monetize these solutions could materially harm our businessNew
02Many of the Company’s client contracts may be terminated without cause and with limited notice, and government contracts subject it to audits, investigations and potential penalties that could result in contract termination, financial liability and reputational damageNew
03The Company’s long-term contracts are based on cost estimates that may prove inaccurate, and its inability to offset increased operational costs with corresponding fee increases could materially impact its financial performanceNew
04The Company’s workflow automation solutions require extended selling cycles and implementation periods, which can strain finances through upfront expenses without immediate revenue and create risks of contract loss after significant investmentNew
05The Company operates in a highly competitive industry and faces significant competition from companies with stronger financial resources, better brand recognition and lower-cost operations, as well as from clients who may choose to perform services in-houseNew
06The Company operates in an industry characterized by rapid technological change, and failure to develop competitive technology solutions, adapt to digital transformation trends or respond to evolving client needs could result in loss of market share and revenueNew
07The Company’s reliance on third-party hardware and software creates risks of service disruptions, increased costs and operational delays if vendors discontinue products or raise prices, or if it encounters defects in third-party componentsNew
08Certain higher-risk engagements involving significant financial sums, sensitive data or complex legal matters could expose the Company to increased liability, reputational damage and operational disruption despite its risk mitigation effortsNew
09The Company’s business depends on protecting its intellectual property and avoiding infringement claims from others, and failure in either area could result in loss of competitive advantage, substantial damages or operational restrictionsNew
10The Company’s revenues are concentrated, making it vulnerable to downturns, consolidation or regulatory changes in specific sectorsNew
11The Company’s competitive bidding process for commercial and government contracts requires substantial upfront investment with uncertain returns and exposes it to protest risks, cost estimation challenges and opportunity costsNew
12Failure to comply with data privacy and data protection laws in processing and transferring personal data across jurisdictions may subject the Company to penalties and other adverse consequences, and the enactment of more stringent data privacy and data protection laws may increase its compliance costs87% rewritten
13established by third parties, such as PCI Data Security Standard. If the Company is unable to maintain these certifications or meet these standards, it could adversely affect the Company’s ability to provide its solutions to certain clients and could harm its businessNew
14The Company must maintain strict physical and information security standards subject to regular client and third-party audits, and failure to meet these requirements or negative audit findings could result in contract termination and reputational damageNew
15The Company faces significant cybersecurity risks and vulnerability to data breaches from sophisticated cyber threats, employee errors and third-party compromises, which could result in loss of client confidence, business disruption, legal liability and substantial financial costsNew
16The Company’s increasing integration of AI into its offerings presents risks of reputational harm, legal liability, increased costs, and competitive disadvantage if AI applications generate controversy, perform inadequately or require substantial investment in development and testingNew
17Geopolitical tensions and global macroeconomic uncertainty could adversely affect our business, financial condition, and results of operationsNew
18Currency fluctuations between the U.S. Dollar and foreign currencies in the Company’s international operations could materially affect its recorded assets, liabilities, revenues, and operating marginsNew
19Fluctuations in raw material costs, particularly paper, ink and energy, may increase the Company’s operational expenses and reduce demand for its printing services, and it may be unable to pass these costs on to clients or benefit from by-product salesNew
20The Company’s ability to attract and retain qualified personnel and to manage increasing labor costs and evolving employment law obligations across its global operations could materially affect its business and results of operationsNew

Risks Relating to our Indebtedness

21The Company’s substantial level of indebtedness could place it at a competitive disadvantage and limit its operational flexibility compared to less leveraged competitorsNew
22The Company faces significant interest expense and principal repayment obligations, and its ability to service this debt depends on future performance and cash generation that is subject to factors beyond its controlNew
23Substantially all of the Company’s assets are subject to liens that secure its indebtedness, giving secured lenders superior claims and foreclosure rights in the event of insolvency, liquidation or defaultNew
24Restrictive covenants in the Company’s financing agreements, including financial, affirmative and negative covenants, limit management’s discretion and the Company’s operational and financial flexibility, and failure to comply could result in defaults, waivers, increased costs or acceleration of indebtednessNew
25Despite restrictions in the Company’s debt agreements, it may be able to incur substantial additional indebtedness in the future, which could intensify current financial risks and strain its ability to obtain necessary financing for corporate purposes on acceptable termsNew
26BPA recently emerged from bankruptcy, which may adversely affect the Company’s business and relationshipsNew
27The Company’s historical financial statements are not comparable to the information contained in the Company’s financial statements after the application of fresh-start accounting following the RestructuringNew
28Uncertainty regarding the tax treatment of the Business Combination and Restructuring could have a material adverse effect on the CompanyNew

Risks Related to Our Common Stock

29The Company has a limited public float, which adversely affects trading volume and liquidity, and may adversely affect the price of the Common Stock and access to additional capital94% rewritten
30The Company is a “smaller reporting company,” and its reliance on associated disclosure exemptions could make its securities less attractive to investorsNew
31Substantial future sales of shares of Common Stock could cause the market price of the Company’s Common Stock to decline64% rewritten
32The Company has entered into a Shareholder Rights Agreement that may delay, defer or prevent a tender offer or takeover attempt that public stockholders might consider in their best interestNew
33The Company’s Charter contains forum limitations for certain disputes between the Company and its stockholders that could limit the ability of stockholders to bring claims against the Company or its directors, officers and employees in jurisdictions preferred by stockholders
34There is uncertainty as to whether a court would enforce such a forum selection provision as written in connection with claims arising under the Securities Act because Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all such Securities Act claims
35The Company’s Common Stock may be delisted from the Nasdaq Capital Market if it is unable to maintain compliance with Nasdaq's continued listing standardsNew

Other XBP Global Holdings 10-Ks

FY2024 10-K risk factors
39 risks
Financial instability and bankruptcy filings of majority owner ETI severely threaten operational support and market reputation.
Filed Mar 19, 2025

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The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.