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                             February 7, 2024

       Andrej Jonovic
       Chief Executive Officer
       XBP Europe Holdings, Inc.
       2701 East Grauwyler Road
       Irving, TX 75061

                                                        Re: XBP Europe
Holdings, Inc.
                                                            Amendment No. 2 to
Registration Statement on Form S-1
                                                            Filed February 2,
2024
                                                            File No. 333-276213

       Dear Andrej Jonovic:

            We have reviewed your amended registration statement and have the
following
       comment(s).

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe a comment applies to your
facts and circumstances
       or do not believe an amendment is appropriate, please tell us why in
your response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to this letter, we may have additional comments.
Unless we note otherwise,
       any references to prior comments are to comments in our January 17, 2024
letter.

       Amendment No. 2 to Registration Statement on Form S-1

       Cover Page

   1.                                                   We note your response
to prior comment 3 and reissue in part. Please revise your
                                                        disclosure here, in
your Risk Factors section and elsewhere as appropriate to disclose the
                                                        amount of resale shares
being registered as a percentage of your public float. We note
                                                        your statement that
"[t]he number of shares of Common Stock that the Selling
                                                        Securityholders can
sell into the public markets pursuant to this prospectus greatly
                                                        exceeds the Company's
public float." In this regard, we note that the currently disclosed
                                                        percentage is compared
to your total number of shares outstanding not your public float.
 Andrej Jonovic
FirstName LastNameAndrej
XBP Europe  Holdings, Inc. Jonovic
Comapany7,NameXBP
February   2024      Europe Holdings, Inc.
February
Page 2 7, 2024 Page 2
FirstName LastName
       Please contact Kate Beukenkamp at 202-551-3861 or Donald Field at
202-551-3680 with
any questions.



                                                        Sincerely,

                                                        Division of Corporation
Finance
                                                        Office of Trade &
Services
cc:      Andrew Rodman