JFB Construction Holdings (JFB) SEC Filings

JFB Construction Holdings (JFB) is having its Class A Common Stock removed from listing and registration on the Nasdaq Stock Market LLC under Section 12(b) of the Securities Exchange Act of 1934. Nasdaq certifies that it has complied with its rules to strike this class of securities from listing, and JFB Construction Holdings has complied with the Exchange’s rules and the requirements of 17 CFR 240.12d2-2(c) governing the voluntary withdrawal of the class from listing and registration.

JFB Construction Holdings reported sharply higher activity for the six months ended June 30, 2026, with revenue of $21,755,315 versus $9,598,801 a year earlier, driven by larger commercial and real estate development contracts. Commercial projects contributed 53% of revenue, residential 9%, and real estate development 38%.

Despite the growth, the company recorded a net loss of $7,264,069, wider than the prior‑year loss of $2,338,947, as selling and marketing expenses rose to $3,222,719 and general and administrative expenses to $6,629,071 to support expansion, brand awareness and public‑company infrastructure. Gross profit improved to $2,628,131, but was more than offset by higher operating costs.

Liquidity tightened: cash and restricted cash fell to $7,971,305 from $25,208,384, driven by a $30,223,000 prepaid acquisition cost related to the proposed XTEND merger and negative operating cash flow of $1,231,194, partly funded by $14,469,858 of equity issuance and warrant proceeds. The balance sheet remains equity‑heavy, with shareholder’s equity of $47,763,728 and minimal traditional debt, but the large upfront payment to XTEND and ongoing losses increase execution and capital‑raising risk if the merger or growth plans do not proceed as anticipated.

JFB Construction Holdings describes a completed written-consent approval of a business combination with Israel-based Xtend Reality Expansion Ltd. to form Xtend AI Robotics, Inc. (New PubCo), a Delaware company. The deal is structured as two sequential mergers: an Israeli merger of a New PubCo subsidiary into Xtend and a Nevada redomestication merger of a New PubCo subsidiary into JFB, leaving both JFB and Xtend as wholly owned New PubCo subsidiaries.

Each JFB Class A and B share will convert into one New PubCo common share; each JFB Series C preferred share converts into 3.676 JFB Class A shares, which then convert into New PubCo shares. Each Xtend ordinary share is expected, for illustration, to receive about 1.36 New PubCo shares, subject to an adjustment formula. On a fully diluted basis as of July 24, 2026 and assuming no adjustment, Xtend holders are expected to own about 89.65% of New PubCo voting power and 80.80% of economic interests, with JFB holders at about 10.35% and 19.20%, respectively.

New PubCo common stock is intended to list on the NYSE under “XTND”; JFB Class A stock will be delisted from Nasdaq and JFB will deregister under the Exchange Act. Closing is conditioned on an effective Form S-4, NYSE listing approval, antitrust and foreign-investment clearances, a $60 million minimum JFB cash balance and other customary conditions. Mutual termination fees of $15 million may apply if either party later completes certain alternative transactions.

JFB Construction Holdings and XTEND report that they have filed a second amended registration statement on Form S-4 with the SEC in connection with their previously announced proposed business combination. The amendment incorporates updates from the SEC review process and is described as continued progress toward the registration statement becoming effective and toward the completion of the combination.

Following closing, the combined company is expected to be renamed XTEND AI Robotics and is anticipated to trade on the New York Stock Exchange under the ticker “XTND”, with closing currently expected in the third quarter of 2026, subject to customary conditions. Once the Form S-4 is declared effective, a final information statement/prospectus will be mailed to JFB stockholders before the transaction closes. Extensive forward-looking statement and risk disclosures highlight that the transaction may not be consummated and outline operational, integration, regulatory, and market risks that could affect JFB, XTEND, and the combined company.

JFB Construction Holdings amended its merger agreement with Xtend AI Robotics and Xtend Reality Expansion. The amendment shortens certain pre-closing information deadlines, lowers the minimum "Closing Cash" condition to $60,000,000, extends the outside closing date to October 31, 2026 with possible extensions, and shifts the planned listing reference from Nasdaq to NYSE. It also restricts Newco from issuing common stock below $6.00 per share for six months after closing.

JFB, Xtend and major shareholder American Ventures LLC, Series XIV JFB executed an amended investor support agreement imposing transfer restrictions and a 180-day lock-up on certain Newco shares, along with warrant exercise commitments. Newco’s amended bylaws will add a broader 270-day lock-up on most shares issued in the transaction, set coordinated sale limits, and require that any waivers of these restrictions be applied on a uniform basis.

JFB Construction Holdings reported strong top-line growth but a larger loss for the three months ended March 31, 2026. Revenue was $12,683,589, up from $5,913,863 a year earlier, driven mainly by larger real estate development projects across its commercial, residential, and development segments.

Higher project costs and overhead pressured profitability. Gross profit was $1,294,532, while selling and marketing expenses rose to $1,192,410 and general and administrative expenses to $3,368,044, resulting in an operating loss of $3,429,212 and a net loss of $3,257,616.

Cash and restricted cash declined to $6,715,840 from 25,208,384 at year-end, mainly because of a $30,223,000 prepaid acquisition cost related to a planned merger with XTEND. This outlay was partly funded by a $9,015,354 PIPE equity raise and warrant exercises. Working capital was $12,203,450, and operating activities provided $1,652,296 of cash. As of July 16, 2026, common shares outstanding totaled 20,230,403.

JFB Construction Holdings entered into Amendment No. 2 to its merger agreement with Xtend AI Robotics, Inc., XT Merger Sub 2, Inc. and Xtend Reality Expansion Ltd., revising key terms of the planned business combination. The amendment shortens information-delivery deadlines, lowers the minimum "Closing Cash" condition to $60,000,000 from $110,000,000, and redefines Closing Cash to include certain escrow or trust funds available at least five business days before closing. It extends the outside date to October 31, 2026, with up to two additional three‑month extensions, and replaces references to Nasdaq with NYSE. For six months after closing, Newco is restricted from issuing common stock in capital raises below $6.00 per share.

New amended and restated bylaws introduce a 270‑day lock-up on most Newco shares issued in the transaction, with limited exceptions and a coordinated sale process allowing sales of up to 25% of a holder's base holdings per 30‑day period after the initial 180 days. A concurrent amended support agreement with American Ventures LLC, Series XIV JFB adds a 180‑day lock-up, certain voting and transfer commitments, and warrant exercise provisions, including deemed cashless exercise at $6.3391 per share up to 6,999,928 Newco shares, which is expected to satisfy the revised Closing Cash condition.

Garcia Nelson B. reported acquisition or exercise transactions in this Form 4 filing.

JFB Construction Holdings director Garcia Nelson B. received a grant of 15,000 shares of Common Stock on July 3, 2026. The award was issued under the JFB Construction Holdings 2024 Equity Incentive Plan, as approved by the Board of Directors upon recommendation of the Compensation Committee.

After this equity grant, Garcia Nelson B. directly holds 55,000 shares of JFB Construction Holdings common stock. This transaction reflects a compensation-related share 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 a grant of 15,000 shares of Common Stock. The award was issued at a price of $0.00 per share as equity compensation under the JFB Construction Holdings 2024 Equity Incentive Plan. After this grant on July 3, 2026, Melton directly holds 55,000 shares of the company’s common stock. The grant was approved by the Board of Directors following a recommendation from the Compensation Committee.