Failure to Satisfy Listing Rule - Form 8-K

Item 3.01 Notice of Failure to Satisfy a Continued Listing Rule or Standard.

On April 19, 2024, XBP Europe Holdings, Inc., a Delaware corporation (the "Company"), received a letter (the "Letter") from the Listing Qualifications Staff of The Nasdaq Stock Market LLC ("Nasdaq"). The Letter notified the Company that for the thirty (30) consecutive business days prior to the date of the Letter, the Company's market value of publicly held shares ("MVPHS") was below the $15 million required for continued listing on the Nasdaq Global Market (the "Nasdaq Global") and therefore, the Company no longer meets Nasdaq Listing Rule 5450(b)(2)(C) (the "MVPHS Requirement"). The Letter is only a notification of deficiency, not of imminent delisting, and has no current effect on the listing or trading of the Company's securities on Nasdaq Global.

In accordance with Nasdaq Listing Rule 5810(c)(3)(D), the Company has been provided a period of 180 calendar days, or until October 16, 2024 (the "Compliance Date"), to regain compliance. The Letter notes that to regain compliance with the MVPHS Requirement, the MVPHS must equal or exceed $15 million at close for a minimum of ten (10) consecutive business days on or prior to the Compliance Date. If the Company regains compliance with the MVPHS Requirement, Nasdaq will provide the Company with written confirmation and will close the matter.

If the Company does not regain compliance with the MVPHS Requirement by the Compliance Date, Nasdaq will provide written notice to the Company that its securities are subject to delisting. At that time, the Company may appeal any such delisting determination to a Nasdaq hearings panel pursuant to the procedures set forth in the applicable Nasdaq Listing Rules.

Alternatively, if the Company does not regain compliance with the MVPHS Requirement by the Compliance Date, the Company may transfer the listing of its common stock to The Nasdaq Capital Market, provided that the Company then meets the applicable requirements for continued listing on The Nasdaq Capital Market. To effect such a transfer, the Company would also need to pay an application fee to Nasdaq and submit an online transfer application.

The Company intends to actively monitor its MVPHS between now and the Compliance Date and may, if appropriate, evaluate available options. While the Company is exercising diligent efforts to maintain the listing of its Securities on Nasdaq Global, there can be no assurance that the Company will be able to regain or maintain compliance with Nasdaq Global listing standards.

Cautionary Information Regarding Forward-Looking Statements

Certain statements included in this Current Report on Form 8-K are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under The Private Securities Litigation Reform Act of 1995. Forward-looking statements generally 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 may include, but are not limited to, statements regarding the Company's ability to regain compliance with the MVPHS Requirement that is satisfactory to Nasdaq and the Company's ability to evidence compliance with the MVPHS Requirement within the required timeframe. These statements are based on the current expectations on the date of this Current Report on Form 8-K and involve a number of risks and uncertainties that may cause actual results to differ significantly, including those risks set forth in the Company's most recent Annual Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q and other documents filed with the U.S. Securities and Exchange Commission (the "SEC"). Copies of such filings are available on the SEC's website at www.sec.gov. These forward-looking statements should not be relied upon as representing the Company's assessments as of any date subsequent to the date of this Current Report on Form 8-K. The Company does not assume any obligation to update or revise any such forward-looking statements, whether as the result of new developments or otherwise. Readers are cautioned not to put undue reliance on forward-looking statements.

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