Sec Form 3 Filing - Exela Technologies, Inc. @ XBP Europe Holdings, Inc. - 2023-11-29

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Exela Technologies, Inc. 2. Issuer Name and Ticker or Trading Symbol XBP Europe Holdings, Inc. [ XBP] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 2701 EAST GRAUWYLER ROAD 3. Date of Earliest Transaction (MM/DD/YY) 11/29/2023 (Street) IRVING, TX75061 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 21,802,364 ( 1 ) I See footnote 2 ( 2 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Exela Technol ogies, Inc. 2701 EAST GRAUWYLER ROAD IRVING, TX75061 X BTC International Holdings, Inc. 2701 EAST GRAUWYLER ROAD IRVING, TX75061 X XCV-EMEA, LLC 2701 EAST GRAUWYLER ROAD IRVING, TX75061 X ETI-XCV Holdings, LLC 2701 EAST GRAUWYLER ROAD IRVING, TX75061 X ETI-XCV, LLC 2701 EAST GRAUWYLER ROAD IRVING, TX75061 X Signatures /s/ Zach Maul, Secretary 12/11/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On November 29, 2023, the Reporting Persons received 21,802,364 shares of Class A Common Stock of the issuer pursuant to the closing of a business combination which was effectuated in accordance with the terms of that certain Agreement and Plan of Merger, dated October 9, 2022, by and among CF Acquisition Corp. VIII, Sierra Merger Sub Inc., a Delaware corporation, BTC International Holdings, Inc., a Delaware corporation, and XBP Europe, Inc., a Delaware corporation. Each share of Class A Common Stock was then automatically converted into one share of Common Stock of the issuer. ( 2 )Exela Technologies, Inc.'s ("Exela") wholly owned subsidiary, BTC International Holdings, Inc. ("BTC International"), is the record holder of the shares. BTC International is a direct, wholly owned subsidiary of XCV-EMEA, LLC. ETI-XCV, LLC is the sole member of XCV-EMEA, LLC. ETI-XCV Holdings, LLC is the sole member of ETI-XCV, LLC. Exela is the sole member of ETI-XCV Holdings, LLC, and, therefore, is deemed to have indirect beneficial ownership of the shares of the issuer's Common Stock held directly by BTC International.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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