XBP Global Holdings Inc 2025年度报告

TABLE OF CONTENTS Part I5Item 1. Business5Item 1A. Risk Factors21Item 1B. Unresolved Staff Comments36Item 1C. Cybersecurity36Item 2. Properties37Item 3. Legal Proceedings38Item 4. Mine Safety Disclosures38Part II39Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities39Item 6. [Reserved]39Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations40Item 7A. Quantitative and Qualitative Disclosure About Market Risk64Item 8. Financial Statements and Supplementary Data65Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure143Item 9A. Controls and Procedures143Item 9B. Other Information146Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspection146Part III147Item 10. Directors, Executive Officers, and Corporate Governance147Item 11. Executive Compensation147Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters147Item 13. Certain Relationships and Related Transactions, and Director Independence147Item 14. Principal Accountant Fees and Services147Part IV148Item 15. Exhibit and Financial Statement Schedules148Item 16. Form 10-K Summary150Signatures151 SPECIAL NOTEREGARDING FORWARD-LOOKING STATEMENTS Certain statements included or incorporated by reference in this Annual Report on Form10-K(“Annual Report”) are not historical facts but are forward-looking statements for purposes of the safeharbor provisions under The Private Securities Litigation Reform Act of 1995. Forward-looking statementsgenerally are accompanied by words such as “may”, “should”, “would”, “plan”, “intend”, “anticipate”,“believe”, “estimate”, “predict”, “potential”, “seem”, “seek”, “continue”, “future”, “will”, “expect”,“outlook” or other similar words, phrases or expressions. These forward-looking statements includestatements regarding our industry, future events, strategy, plans, intentions, or expectations or anticipatedfuture results and other statements that are not historical facts. These statements are based on the currentbeliefs and assumptions of our management and are not predictions of actual performance. Thesestatements are subject to a number of risks and uncertainties regarding our business that may change at anytime, and, therefore, our actual results may differ materially from those that we expected. The factors thatmay affect our results include, among others: the impact of political and economic conditions on thedemand for our services; the impact of a data or security breach; the impact of competition or alternativesto our services on our business pricing and other actions by competitors; our ability to addresstechnological development and change in order to keep pace with our industry and the industries of ourclients; the impact of terrorism, natural disasters or similar events on our business; the effect of legislativeand regulatory actions in the United States and internationally; the impact of operational failure due to theunavailability or failure of third-party services on which we rely; the effect of intellectual propertyinfringement; the Business Combination or Restructuring (as defined below); and other factors discussedin this report under the headings “Risk Factors”, “Legal Proceedings”, “Management’s Discussion andAnalysis of Financial Condition and Results of Operations” and otherwise identified or discussed in thisAnnual Report. You should consider these factors carefully in evaluating forward-looking statements andare cautioned not to place undue reliance on such statements, which speak only as of the date of thisreport. The forward-looking statements made by us in this report speak only as of the date of this report.We undertake no obligation to update or revise any forward-looking statements to reflect events orcircumstances occurring after the date of this report, except as otherwise required by law. In addition,forward-looking statements provide our expectations, plans or forecasts of future events and views basedupon information available to us as of the date of this report and while we believe such information formsa reasonable basis for such statements, such information may be limited or incomplete, and our statementsshould not be read to indicate that we have conducted an exhaustive inquiry into, or review of, allpotentially available relevant information. These statements are inherently uncertain and you are cautionednot to unduly rely upon these statements. Unless otherwise indicated or the context otherwise requires, references in this section to “we,”“our,” “us,” “XBP Global”, “the Company” and similar terms are to BPA before the Business Combination(as such terms are defined below), and to XBP Global Holdings, Inc. following the Business Combination. DEFINED TERMS Following is a glossary of other abbreviations and acronyms that are found in this Annual Report: “BPA”means Exela Technologies BPA,