JFB Construction Holdings SEC filings document the company's public-offering registration history, material-event reports and governance disclosures as a Nevada-incorporated construction and real estate development issuer. Registration statements describe securities offered by the company, smaller reporting company status and related public-company disclosures.
Recent 8-K filings cover material definitive agreements, transaction-related communications, private placement and capital-structure matters, board composition, committee assignments and equity compensation under the 2024 Equity Incentive Plan. The filings also record corrections and cancellations of certain equity awards, common-stock issuances to officers, directors and employees, and other governance actions requiring current-report disclosure.
JFB Construction Holdings reported that its Board adopted Second Amended and Restated Bylaws effective May 18, 2026, removing a restriction on accepting stockholder actions by written consent. The company also disclosed that the required Written Consent to approve its merger agreement with Xtend AI Robotics, Inc./NewCo was delivered on May 19, 2026 by Joseph F. Basile, III and The Basile Family Irrevocable Trust, satisfying the stockholder vote condition described in the Merger Agreement. The filing incorporates prior Merger Agreement exhibits and references a Registration Statement on Form S-4 (Registration No. 333-295380).
JFB Construction Holdings updated its governance and advanced its planned merger with Xtend Reality Expansion Ltd. The board unanimously approved Second Amended and Restated Bylaws effective May 18, 2026, removing language that restricted the company from accepting stockholder actions by written consent.
The merger with Xtend, through Newco and Merger Sub 2 under a previously signed Agreement and Plan of Merger, moves forward after a key closing condition was met. On May 19, 2026, a majority voting consent approving the merger agreement was delivered by Joseph F. Basile, III and The Basile Family Irrevocable Trust, satisfying the required stockholder approval. The transaction is expected to close in the middle of 2026, subject to remaining customary conditions.
JFB Construction Holdings reported sharply higher Q1 2026 revenue but swung to a loss. Revenue rose to $12.7M from $5.9M, driven mainly by larger real estate development and commercial projects, while gross profit edged down to $1.3M on thinner margins.
Operating expenses climbed to $4.7M, with selling and marketing at $1.2M and general and administrative at $3.4M, leading to a net loss of $3.3M versus prior-period income of $30K. Cash from operations was $1.7M, but a $30.2M upfront payment to XTEND under a merger agreement drove a large investing outflow.
The company ended the quarter with $6.7M in cash and restricted cash and positive working capital of about $12.2M, supported by a $9.0M PIPE financing and $1.1M of warrant exercise proceeds. Segment data show a growing contribution from real estate development, alongside ongoing commercial and residential construction activity.
JFB Construction Holdings filed a communication announcing a proposed merger with XTEND and reported a 115% increase in first-quarter 2026 revenue versus first-quarter 2025. The company stated the merger is the subject of a Form S-4 registration statement and described the transaction as valued at approximately $1.5 billion. The release also discloses that XTEND has over $70 million in backlog and an anticipated pipeline of over $500 million, and summarizes XTEND’s operations in autonomous robotics and software with over 10,000 systems deployed across more than 30 countries.
JFB Construction Holdings reported that first quarter 2026 revenue rose 115% compared with the first quarter of 2025, indicating that sales more than doubled year over year. Management highlighted ongoing contract signings and a strong pipeline expected through 2026.
The company also reminded investors of its proposed business combination with Xtend Reality Expansion Ltd., valued at approximately $1.5 billion, for which a Registration Statement on Form S-4 has been filed. Xtend previously disclosed more than $70 million in contract backlog and over $500 million in anticipated pipeline, underscoring the potential scale of the combined business.
JFB Construction Holdings disclosed that XTEND has secured an order valued at approximately $8.25 million from a European defense customer for advanced autonomous drone systems, with delivery expected during 2026. The program includes indoor operational platforms and tactical strike systems and is presented as part of XTEND’s shift into larger-scale defense programs.
The release reiterates that JFB and XTEND entered a definitive all-stock business combination; the combined company is expected to be renamed XTEND AI Robotics and listed under the ticker XTND after the closing. Customer and program specifics remain undisclosed.
JFB Construction Holdings authorized and issued a transaction achievement bonus of 100,000 shares of common stock to Chief Financial Officer Ruben Calderon under the 2024 equity incentive plan in connection with the Agreement and Plan of Merger dated February 13, 2026. The Award Shares were issued on April 30, 2026.
JFB Construction Holdings approved a special stock bonus for its Chief Financial Officer, Ruben Calderon. On April 28, 2026, the board, following the Compensation Committee’s recommendation, authorized a transaction achievement bonus of 100,000 shares of Class A common stock under the 2024 equity incentive plan.
The award is tied to the Company’s entry into an Agreement and Plan of Merger dated February 13, 2026 with XTEND Reality Expansion Ltd. and other parties. The 100,000 Award Shares were issued on April 30, 2026.
JFB Construction Holdings and XTEND filed a registration statement on Form S-4 in connection with their proposed business combination; the filing was first made available on April 29, 2026. The filing has not yet been declared effective and remains subject to change. The communication states that, upon effectiveness, a final information statement/prospectus will be mailed to JFB stockholders prior to closing. The combined company is expected to be renamed XTEND AI Robotics and to trade on the New York Stock Exchange under the ticker XTND. The release includes standard forward-looking statements and points readers to the Form S-4 "Risk Factors" section and each company’s investor relations sites for additional information.
JFB Construction Holdings filed Amendment No. 1 to its annual report for the period ended December 31, 2025 as an exhibit-only update. The amendment’s sole purpose is to file Exhibit 97.1, a Compensation Recovery Policy, and it makes no changes to previously filed financial statements or other disclosures.
The filing also reiterates that the aggregate market value of voting and non-voting common equity held by non-affiliates was approximately $12,440,230, based on a $6.70 per-share price as of June 30, 2025, and that 14,207,900 shares of common stock were outstanding as of March 31, 2026.