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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
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XBP Global Holdings, Inc. (Name of Issuer) |
Common Stock, $0.0001 par value (Title of Class of Securities) |
(CUSIP Number) |
Brandon Lutnick 110 East 59th Street, New York, NY, 10022 212-938-5000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
09/15/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Cantor Fitzgerald, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,014,197.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
7.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
CFAC Holdings VIII, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
606,440.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Cantor Fitzgerald & Co. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
NEW YORK
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
211,679.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Cantor Fitzgerald Securities | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
NEW YORK
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
196,078.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
CF Group Management, Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
NEW YORK
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,014,197.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
7.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Brandon G. Lutnick | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,014,197.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
7.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, $0.0001 par value | |
| (b) | Name of Issuer:
XBP Global Holdings, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
2701 East Grauwyler Road, Irving,
TEXAS
, 75061. | |
Item 1 Comment:
This Amendment No. 6 (this "Amendment") amends and supplements the Schedule 13D filed with the United States Securities and Exchange Commission (the "SEC") on March 26, 2021 (the "Original Schedule 13D"), as amended by Amendment No. 1 to the Original Schedule 13D filed with the SEC on December 1, 2023 ("Amendment No. 1"), Amendment No. 2 to the Original Schedule 13D filed with the SEC on March 14, 2024 ("Amendment No. 2"), Amendment No. 3 to the Original Schedule 13D filed with the SEC on November 21, 2024 ("Amendment No. 3"), Amendment No. 4A to the Original Schedule 13D filed with the SEC on October 6, 2025 ("Amendment No. 4A") and Amendment No. 5 to the Original Schedule 13D filed with the SEC on October 15, 2025 ("Amendment No. 5" and, together with the Original Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4A and Amendment No. 5, the "Prior Schedule 13D"), by CFAC Holdings VIII, LLC, a Delaware limited liability company ("CFAC"), Cantor Fitzgerald, L.P., a Delaware limited partnership ("Cantor"), CF Group Management, Inc., a New York corporation ("CFGM") and, as applicable, either Howard W. Lutnick or Brandon G. Lutnick. This Amendment is being filed by CFAC, Cantor Fitzgerald & Co., a New York general partnership ("CF&Co."), Cantor Fitzgerald Securities, a New York general partnership ("CFS"), Cantor, CFGM and Brandon G. Lutnick (collectively, the "Reporting Persons") relating to their beneficial ownership of shares of common stock, par value $0.0001 per share ("Common Stock"), in XBP Global Holdings, Inc. (the "Issuer"). Capitalized terms used but not defined in this Amendment have the respective meanings set forth in the Prior Schedule 13D. | ||
| Item 2. | Identity and Background | |
| (a) | 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. | |
| (b) | 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. | |
| (d) | Item 2(d) is hereby amended and supplemented as follows:
Cantor Fitzgerald Securities has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). | |
| (e) | 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. | |
| (f) | Item 2(f) is hereby amended and supplemented with the following:
Cantor Fitzgerald Securities is a New York general partnership. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 is hereby amended and supplemented with the information in Item 4 responsive hereto, which is incorporated by reference herein. | ||
| Item 4. | Purpose of Transaction | |
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. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | 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. | |
| (b) | 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. | |
| (c) | See Item 4 of this Amendment, which is incorporated by reference herein. | |
| (d) | Not applicable. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
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. | Material to be Filed as Exhibits. | |
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). | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Exhibit 10.16
JOINT FILING AGREEMENT
JOINT FILING AGREEMENT, dated as of this 22nd day of September, 2026 among CFAC Holdings VIII, LLC, Cantor Fitzgerald & Co., Cantor Fitzgerald Securities, Cantor Fitzgerald, L.P., CF Group Management, Inc., and Brandon G. Lutnick (collectively, the “Reporting Persons”).
WHEREAS, pursuant to Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the parties hereto desire to satisfy any filing obligation under Section 13(d) of the Exchange Act by a single joint filing.
NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the Reporting Persons hereby agree and represent as follows:
| 1. | Amendment No. 6 to Schedule 13D with respect to the shares of common stock of XBP Global Holdings Inc. (to which this Joint Filing Agreement is an exhibit) is filed on behalf of each of the Reporting Persons. | |
| 2. | Each of the Reporting Persons is responsible for the timely filing of Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such Person contained therein, provided that each such Person is not responsible for the completeness or accuracy of the information concerning any of the other Reporting Persons, unless such Person knows or has reason to believe that such information is inaccurate. |
IN WITNESS WHEREOF, the undersigned have caused this Joint Filing Agreement to be duly executed and delivered as of the date first above written.
| CFAC HOLDINGS VIII, LLC | ||
| By: | /s/ Brandon G. Lutnick | |
| Name: | Brandon G. Lutnick | |
| Title: | Chief Executive Officer | |
| CANTOR FITZGERALD & CO. | ||
| By: | /s/ Pascal Bandelier | |
| Name: | Pascal Bandelier | |
| Title: | Co-Chief Executive Officer | |
| CANTOR FITZGERALD SECURITIES | ||
| By: | /s/ Pascal Bandelier | |
| Name: | Pascal Bandelier | |
| Title: | Co-Chief Executive Officer | |
| CANTOR FITZGERALD, L.P. | ||
| By: | /s/ Brandon G. Lutnick | |
| Name: | Brandon G. Lutnick | |
| Title: | Chief Executive Officer | |
| CF GROUP MANAGEMENT, INC. | ||
| By: | /s/ Brandon G. Lutnick | |
| Name: | Brandon G. Lutnick | |
| Title: | Chief Executive Officer | |
| /s/ Brandon G. Lutnick | ||
| Brandon G. Lutnick | ||
[Signature page to Joint Filing Agreement for XBP Global Holdings Inc. Schedule 13D/A]