XTEND and JFB Construction Holdings Business Combination Expected to Close This Week

Rhea-AI Summary

JFB Construction Holdings (Nasdaq: JFB) and XTEND expect their previously announced all‑stock business combination to close on September 3, 2026. The combined company will be renamed XTEND AI Robotics, whose common stock is expected to begin trading on the NYSE under ticker “XTND” on September 4, 2026, with JFB Class A shares ceasing Nasdaq trading after September 3.

XTEND Reality Expansion and JFB will each become wholly owned subsidiaries of XTEND AI Robotics. Each JFB share is expected to convert into 1.0 XTEND AI Robotics share and each XTEND ordinary share into ~1.36 shares, subject to a conditional adjustment if JFB’s September 3 closing price is below $4.00. Under either exchange ratio, former JFB and XTEND shareholders are expected to retain the same proportional ownership in XTEND AI Robotics.

Positive

• Business combination closing targeted for September 3, 2026
• New NYSE listing as XTEND AI Robotics under ticker “XTND” on September 4, 2026
• All-stock exchange ratios disclosed: 1.0x for JFB shares and ~1.36x for XTEND shares, subject to conditions
• Post-merger structure: JFB and XTEND become wholly owned subsidiaries of XTEND AI Robotics

Negative

• None.

Market Context

Four recent general-news events aligned with positive 24-hour reactions, including 5.23% after SEC e...

Analysis

Four recent general-news events aligned with positive 24-hour reactions, including 5.23% after SEC effectiveness. That record placed the closing update in a historically favorable but inconsistent context; execution timing remained the key risk to monitor.

Key Figures

Expected closing date: September 3, 2026 Expected XTND trading date: September 4, 2026 S-4 effectiveness date: August 11, 2026 +5 more

8 metrics

Expected closing date September 3, 2026 JFB and XTEND business combination

Expected XTND trading date September 4, 2026 NYSE listing under ticker XTND

S-4 effectiveness date August 11, 2026 SEC declaration of effectiveness

JFB share conversion 1 share Per outstanding JFB common share under standard exchange ratio

XTEND share conversion 1.36 shares Per outstanding XTEND ordinary share under standard exchange ratio

NYSE price threshold $4.00 JFB closing stock price on September 3, 2026

Adjusted JFB conversion one-half share Per JFB common share if the price threshold is not met

Adjusted XTEND conversion .68 shares Per XTEND ordinary share if the price threshold is not met

Historical Context

5 past events · Latest: Aug 28 (Positive)

Pattern 5 events

Date	Event	Sentiment	24h Move	Catalyst
Aug 28	Defense system deliveries	Positive	+0.4%	XTEND delivered M6F systems to an Asia-Pacific defense customer.
Aug 20	Defense program acceptance	Positive	+4.0%	X-Strike was accepted into the Drone Dominance Program.
Aug 17	Defense contract award	Positive	-2.1%	XTEND announced a multi-year European NATO defense contract.
Aug 14	Defense policy positioning	Positive	+5.5%	XTEND highlighted NDAA-compliant drones and U.S. manufacturing investment.
Aug 11	SEC registration effectiveness	Positive	+5.2%	The SEC declared the Form S-4 registration statement effective.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

Recent general-news reactions mostly aligned with positive announcements, with one notable divergence.

Key Terms

form s-4, all-stock transaction, exchange ratio, wholly owned subsidiary

4 terms

form s-4 regulatory

"SEC’s declaration of effectiveness, on August 11, 2026, of the Form S-4"

A Form S-4 is a legal document that companies file with the government to announce and explain a major business move, such as a merger or acquisition. It provides detailed information to help investors understand how the deal might affect the company's value and future prospects, similar to a detailed blueprint that clarifies the impact of a significant change.

all-stock transaction financial

"In the all-stock transaction, each outstanding share of JFB common stock"

An all-stock transaction is a deal where one company acquires another using only its own shares instead of cash or other assets. For investors, this means exchanging ownership stakes rather than cash, which can affect the value and control of the companies involved. It often signals a focus on growth and can influence the stock prices of both companies.

exchange ratio financial

"agreed to amend the merger agreement to modify the exchange ratio"

The exchange ratio is the number used to decide how many shares of one company you get for each share you own in another company during a merger or acquisition. It’s like a recipe that tells you how to swap shares fairly, ensuring both companies’ values are balanced. This ratio matters because it determines how ownership divides between the companies' shareholders.

wholly owned subsidiary financial

"will become a direct, wholly owned subsidiary of XTEND AI Robotics"

A wholly owned subsidiary is a company whose entire ownership is held by another company (the parent), so the parent controls decisions, operations, and finances. Think of it as a fully controlled branch that runs as its own legal entity but whose results flow straight into the parent’s financial statements; investors watch these structures because they affect consolidated revenue, risk exposure, and how profits, liabilities, and cash flow are allocated across the corporate group.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Shares of Combined Company, to Be Renamed XTEND AI Robotics, Expected to Begin Trading on the NYSE Under the Ticker Symbol “XTND” on September 4, 2026

TAMPA, Fla., Aug. 31, 2026 (GLOBE NEWSWIRE) -- JFB Construction Holdings (Nasdaq: JFB) and XTEND, a leader in software systems and artificial intelligence-powered robotics, announced today that the previously announced business combination between JFB and XTEND Reality Expansion Ltd. remains on track to close on September 3, 2026. Upon closing, the combined company will be renamed XTEND AI Robotics, Inc., and its common stock is expected to begin trading on the New York Stock Exchange (“NYSE”) under the ticker symbol “XTND” on September 4, 2026. JFB’s Class A common stock is expected to cease trading on the Nasdaq Stock Market after the close of trading hours on September 3, 2026.

The anticipated closing follows the U.S. Securities and Exchange Commission’s (“SEC”) declaration of effectiveness, on August 11, 2026, of the Form S-4 registration statement filed in connection with the proposed business combination, clearing a key regulatory milestone ahead of closing. The final information statement/prospectus was mailed to JFB stockholders of record as of August 11, 2026.

The business combination will be completed through a series of mergers pursuant to the Agreement and Plan of Merger, dated as of February 13, 2026, as amended on March 21, 2026 and as further amended on July 16, 2026 (the “merger agreement”), by and among JFB, XTEND, XTEND AI Robotics, and the applicable merger subsidiaries. Under the terms of the merger agreement, XTEND Reality Expansion Ltd. will become a direct, wholly owned subsidiary of XTEND AI Robotics, and JFB will become a direct, wholly owned subsidiary of XTEND AI Robotics.

In the all-stock transaction, each outstanding share of JFB common stock is, subject to the following sentence, expected to be converted into the right to receive one share of XTEND AI Robotics common stock, and each outstanding XTEND ordinary share will be converted into the right to receive approximately 1.36 shares of XTEND AI Robotics common stock, in each case subject to the terms of the merger agreement. To satisfy the minimum listing price required by the NYSE initial listing standards, in the event that the closing stock price of JFB’s Class A common stock is less than $4.00 on September 3, 2026, the last day on which JFB’s Class A common stock is expected to trade on Nasdaq, XTEND and JFB have agreed to amend the merger agreement to modify the exchange ratio such that each outstanding share of JFB common stock will instead receive one-half of a share of XTEND AI Robotics common stock, and each outstanding XTEND ordinary share will be converted into the right to receive approximately .68 shares of XTEND AI Robotics common stock. Under either exchange ratio, former JFB and former XTEND shareholders will beneficially own the same proportion of XTEND AI Robotics.

“As we work through the final steps toward closing our merger with JFB, we remain on track to close on September 3, 2026,” said Aviv Shapira, Co-Founder and CEO of XTEND. “With our shares expected to begin trading on the NYSE under the ticker ‘XTND’ shortly after, we are entering the next chapter of XTEND’s growth ready to scale our AI-powered robotics platform for defense, law enforcement, and security customers around the world.”

XTEND’s software-enabled robotic systems are designed to extend the reach and effectiveness of defense and security operators while reducing human exposure in high-risk environments. The company’s platform combines advanced robotic hardware with intuitive control, mission management, and autonomous capabilities designed to support rapid deployment across diverse operational scenarios. The additional capital and pending public listing are expected to support XTEND’s continued investment in its global manufacturing footprint and product development as it scales to meet growing demand from defense and security customers worldwide.

Additional details regarding the transaction, including the timing of closing, will be announced as they become available.

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Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the expected delisting date for JFB’s Class A common stock, the expected listing date of Xtend AI’s common stock on NYSE, the anticipated closing date of the business combination ,business combination between JFB and XTEND and the expected merger consideration ratio. These statements are based on current expectations and assumptions and involve risks and uncertainties that could cause actual results to differ materially, including the risk that the business combination is not completed in a timely manner or at all, the failure to satisfy the conditions to closing, the risk that trading in the combined company’s common stock on the NYSE does not commence as and when anticipated, the timing and size of orders from government and defense customers, compliance with export control and defense trade regulations, geopolitical conditions in the regions in which XTEND operates, and the other risks described under “Risk Factors” in the registration statement on Form S-4 filed with the SEC in connection with the business combination and in JFB’s other filings with the SEC, available at www.sec.gov. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this press release. Neither JFB nor XTEND undertakes any obligation to update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise, except as required by applicable law.

About XTEND

XTEND is a leader in software systems and Physical AI, deployed in high-threat, complex operational environments where human exposure carries significant risk. Powered by its proprietary XTEND Operating System (XOS), XTEND’s integrated software and advanced robotic hardware solutions are designed to provide autonomy at the edge. Operating across Defense, Homeland Security, and Commercial Security missions through a platform of robots, drones, and robotic subsystems, XTEND’s open architecture platform facilitates scalability across partners and third-party applications. With over 12,500 systems deployed in over 30 countries, XTEND’s solutions have been validated in five combat zones and operationally deployed by national defense, special-mission units, and security organizations across the globe. Founded in Tel Aviv, Israel, and headquartered in Tampa, Florida, XTEND delivers NDAA-compliant solutions through a global network of regional XFAB manufacturing facilities located in the U.S., the U.K., Singapore, Israel, and Latvia. For more information, visit www.XTEND.me.

About JFB Construction Holdings

JFB Construction Holdings (Nasdaq: JFB) is a real estate development and construction company that has provided general contracting and construction management services in 36 U.S. states. For more information, visit the company’s SEC filings at www.sec.gov.

Important Information for Investors and Stockholders

This communication is for informational purposes only and is not intended to, and does not, constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any issuance or sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. In connection with the transaction, NewCo and JFB filed a registration statement on Form S-4. Investors and security holders are urged to read the information statement/prospectus or registration statement and any other documents filed with the SEC carefully and in their entirety when they become available. Copies of the documents filed with the SEC by JFB will be available free of charge at www.sec.gov.

Contacts

JFB Construction Holdings Contact:
CORE IR
Mike Mason
516-222-2560
investors@jfbconstruction.net

XTEND Media Contact:
Headline Media
Sarah Small
929-255-1449
sarah@headline.media

XTEND Investor Relations:
MZ North America
Shannon Devine
203-741-8811
XTND@mzgroup.us

Attachments

JFB Construction Holdings

FAQ

When is the JFB and XTEND business combination expected to close?

The JFB and XTEND business combination is expected to close on September 3, 2026. According to JFB Construction Holdings and XTEND, this follows SEC effectiveness of the Form S-4 and mailing of the final information statement/prospectus to JFB stockholders of record as of August 11, 2026.

What will happen to JFB (Nasdaq: JFB) stock after the XTEND merger closes?

JFB’s Class A common stock is expected to cease trading on Nasdaq after the close on September 3, 2026. According to JFB Construction Holdings, each JFB share will convert into XTEND AI Robotics stock under the merger agreement’s exchange ratio, subject to specified conditions.

What ticker symbol will XTEND AI Robotics trade under and when will trading begin?

XTEND AI Robotics common stock is expected to trade on the NYSE under ticker “XTND” starting September 4, 2026. According to XTEND, this follows completion of the business combination, with JFB and XTEND becoming wholly owned subsidiaries of XTEND AI Robotics.

What are the share exchange ratios for JFB and XTEND shareholders in the XTND transaction?

In the all-stock deal, each JFB share is expected to receive 1.0 XTEND AI Robotics share and each XTEND ordinary share ~1.36 shares. According to JFB and XTEND, these ratios may be halved if JFB’s September 3 closing price is below $4.00.

How does the conditional $4.00 JFB share price affect the XTEND AI Robotics exchange ratio?

If JFB’s Class A stock closes below $4.00 on September 3, 2026, each JFB share would receive 0.5 XTEND AI Robotics shares and each XTEND share ~0.68 shares. According to JFB and XTEND, proportional ownership between former JFB and XTEND holders remains unchanged.

Will JFB and XTEND shareholders keep their relative ownership stakes after the XTND merger?

Yes. Under either exchange ratio structure, former JFB and XTEND shareholders are expected to hold the same proportional ownership in XTEND AI Robotics. According to JFB and XTEND, the conditional adjustment changes share counts per share, not relative ownership percentages.