JFB Construction Holdings SEC Filings

Xtend AI Robotics, Inc. disclosed a potential transaction between Xtend Reality Expansion Ltd. and JFB Construction Holdings. The communication, shared by Xtend’s CEO on LinkedIn, includes a lengthy cautionary statement that the transaction is potential, may not be consummated, and contains forward-looking statements.

The filing states that NewCo and JFB will file a registration statement on Form S-4, which will include JFB’s information statement and NewCo’s preliminary prospectus; after effectiveness, JFB will mail a definitive information statement to its stockholders. Sources for formal documents are the SEC and the companies’ investor sites.

Borg Bjarne Erik Siwert reported acquisition or exercise transactions in this Form 4 filing.

JFB Construction Holdings director receives stock grant. Director Bjarne Erik Siwert Borg was awarded 10,000 shares of JFB common stock on January 16, 2026, as a grant under the JFB Construction Holdings 2024 Equity Incentive Plan. Following this award, he directly holds a total of 20,000 common shares.

Zambrana Jamie Jr. reported acquisition or exercise transactions in this Form 4 filing.

JFB Construction Holdings director granted 10,000 shares

JFB Construction Holdings director Jamie Jr. Zambrana received a grant of 10,000 shares of common stock on January 16, 2026. The award was issued pursuant to the JFB Construction Holdings 2024 Equity Incentive Plan, as approved by the Board of Directors after a Compensation Committee recommendation.

Following this equity award, Zambrana directly holds a total of 20,000 shares of JFB Construction Holdings common stock. The reported grant carried a price of $0.0000 per share, indicating it was a compensatory stock award rather than an open-market purchase.

Melton Christopher reported acquisition or exercise transactions in this Form 4 filing.

JFB Construction Holdings director Christopher Melton received an equity award of 10,000 shares of common stock. The grant occurred on January 16, 2026 under the JFB Construction Holdings 2024 Equity Incentive Plan, as approved by the Board of Directors after a Compensation Committee recommendation.

The award was recorded at a price of $0.0000 per share, reflecting a stock-based compensation grant rather than an open-market purchase. Following this grant, Melton’s directly held common stock increased to 20,000 shares.

JFB Construction Holdings director Stefan Passantino filed an initial Form 3 to report his beneficial ownership position in the company as a director. The filing shows no buy, sell, acquisition, or disposition transactions and serves as a baseline disclosure of his holdings under insider reporting rules.

Xtend AI Robotics, Inc. disclosed a public demonstration and a planned business combination with JFB Construction Holdings. The company showcased its XOS-powered Seek & Strike human-in-the-loop multi-drone coordination capability at Disruptors in the Desert 2026, emphasizing autonomous orchestration with operator override.

The filing reiterates the previously announced all-stock combination with JFB Construction, supported by strategic investors, expected to close in the first half of 2026 and list the combined company as XTND on a U.S. national exchange.

JFB Construction Holdings entered into a definitive Merger Agreement with Xtend Reality Expansion Ltd. The transaction will create a NewCo (Xtend AI Robotics, Inc.) and, upon closing expected in mid-2026, Xtend shareholders would own at least 70.5 of NewCo on a pro forma fully diluted basis, JFB stockholders approximately 19.9, and 9.6 reserved for equity incentives. The Merger contemplates accelerated option conversions, an earnout of up to 20,000,000 NewCo shares, and customary closing conditions, including CFIUS and other regulatory approvals and effectiveness of a Form S-4 registration statement. JFB completed a concurrent Private Placement of 802,000 shares at $12.50 per share, yielding gross proceeds of approximately $10.0M and net proceeds of approximately $9.2M. The Merger Agreement includes a $15.0M termination fee payable by either side in certain circumstances and a $110,000,000 Minimum Cash Condition for JFB prior to closing.

JFB Construction Holdings is entering into a complex merger with XTEND Reality Expansion Ltd. that will create a new parent company, Xtend AI Robotics, Inc. (“Newco”). Xtend will first merge into a Newco subsidiary, then JFB will merge into another Newco subsidiary, leaving both businesses as wholly owned units of Newco.

At closing, Xtend shareholders are expected to own at least 70.5% of Newco’s fully diluted shares, JFB stockholders about 19.9%, and roughly 9.6% of shares will be reserved for Newco equity incentive plans, all subject to adjustment. Former Xtend holders may receive up to 20,000,000 additional Newco shares if earnout targets for 2026 and 2027 are met.

The deal must satisfy extensive regulatory and closing conditions, including a $110,000,000 minimum cash balance at JFB, with no financing condition. Termination provisions include potential fees of $15.0 million payable by either side in specified scenarios and a $25.0 million reduction to a $30.22 million Xtend SAFE investment if the minimum cash condition is not met. Separately, JFB completed a private placement of 802,000 shares at $12.50 per share, raising about $10.0 million gross (approximately $9.2 million net) to help fund obligations.

JFB Construction Holdings and Xtend Reality Expansion Ltd. disclosed a definitive all‑stock merger creating a combined Nasdaq‑listed company expected to be renamed XTEND AI Robotics. The announcement cites an $1.5 billion implied acquisition value and states pro forma ownership of approximately 70.0% for XTEND shareholders and 30.0% for JFB shareholders. The parties expect the transaction to close in the middle of 2026, subject to customary conditions, and plan to list under the ticker XTND. Strategic investors named include Eric Trump, Unusual Machines (NYSE: UMAC), and others. The release emphasizes expansion of NDAA‑compliant US production capacity in Tampa, Florida, and continued focus on autonomous defense, public safety, and security markets.