UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of Report (Date of earliest event reported): July 16, 2026
JFB
CONSTRUCTION HOLDINGS
(Exact
name of registrant as specified in its charter)
| Nevada |
|
001-42538 |
|
99-2549040 |
| (State
or other jurisdiction |
|
(Commission |
|
(IRS
Employer |
| of
incorporation) |
|
File
Number) |
|
Identification
No.) |
1300
S. Dixie Highway, Suite B
Lantana,
FL 33462
(Address
of principal executive offices) (Zip Code)
561-582-9840
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
| ☒ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol |
|
Name
of each exchange on which registered |
| Class
A Common Stock, $0.0001 par value |
|
JFB |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
1.01. Entry into a Material Definitive Agreement.
Amendment
to Merger Agreement
On
July 16, 2026, JFB Construction Holdings (the “Company” or “JFB”), Xtend AI Robotics, Inc., a Delaware corporation
(“Newco”), XT Merger Sub 2, Inc., a Nevada corporation and a direct, wholly-owned subsidiary of Newco (“Merger Sub
2”), and Xtend Reality Expansion Ltd., a company organized under the laws of the State of Israel (“Xtend”), entered
into an Amendment (the “Amendment”) to the Agreement and Plan of Merger dated February 13, 2026 (as amended on March 21,
2026, the “Merger Agreement”) by and among the Company, Newco, Merger Sub 2, and Xtend, pursuant to which (i) an Israeli
shell company formed by Newco prior to the closing of the transactions contemplated by the Merger Agreement under the laws of the State
of Israel as a direct, wholly-owned subsidiary of Newco will merge with and into Xtend (the “Xtend Merger”) with Xtend surviving
as a direct, wholly-owned subsidiary of Newco and (ii) immediately after the Xtend Merger, Merger Sub 2 will merge with and into the
Company (the “Company Merger” and together with the Xtend Merger, the “Mergers”) with the Company surviving as
a direct, wholly-owned subsidiary of Newco (the transactions described in the foregoing, collectively, the “Transactions”).
The
Amendment amends the Merger Agreement to, among other things, (i) shorten the timeframe pursuant to which Xtend shall deliver to Newco
the consideration schedule (the “consideration schedule”) setting forth the number of shares of Newco common stock shares
of Newco common stock that each outstanding share of Xtend will convert into from five to three business days, (ii) shorten the timeframe
pursuant to which the Company shall deliver to Xtend certain Company cash and capitalization info in connection with Xtend’s preparation
of the considerations schedule from seven to five business days, (iii) add a provision restricting Newco, for six months following the
Closing (as defined in the Merger Agreement), from issuing shares of Newco common stock in a capital raise or similar financing at a
price of less than $6.00 per share, (iv) update the definition of “Closing Cash” to be the sum of Pubco’s balance of
cash immediately prior to the Closing and the aggregate amount of cash held at least five business days prior to the Closing by an escrow
account or trust account, subject to certain conditions regarding withdrawal and release of such funds, (v) lower the “Closing
Cash” minimum condition threshold to $60,000,000 from $110,000,000, (vi) extend the outside date for the closing under the Merger
Agreement to October 31, 2026, subject to up to two three-month extensions in certain circumstances, (vii) replace references to “NASDAQ”
in the Merger Agreement with “NYSE,” and (viii) amend and restate the form of post-Closing Newco amended and restated bylaws
in their entirety (the “A&R Bylaws”), as further described below.
Concurrently
with execution of the Amendment, an amended and restated Pubco Investor Support Agreement (the “A&R Support Agreement”),
was executed by Xtend and American Ventures LLC, Series XIV JFB (the “Shareholder”). Under the A&R Support Agreement,
among other things, (a) the Shareholder agreed to (i) certain transfer restrictions on its shares of the Company’s capital stock
prior to obtaining the requisite stockholder approval, (ii) a 180-day lock-up period following the closing of the Transactions with respect
to shares of Newco common stock issued in connection with the Transactions (subject to certain exceptions, including transfers that do
not exceed a specified volume limitation and are made at a price above a specified minimum price of $3.10 per share), (iii) vote its
shares in favor of the transactions contemplated by the Merger Agreement, (iv) deliver a notice of exercise of its outstanding warrants
to purchase shares of the Company’s Class A common stock and fund the aggregate exercise price into escrow at least seven business
days prior to the Closing, (b) Newco agreed not to waive, amend, or repeal the lock-up restrictions applicable to other stockholders
under the A&R Bylaws without the Shareholder’s prior written consent, and (c) the parties agreed that unexercised warrants
held by the Shareholder at Closing shall be deemed cashless exercised at a value of $6.3391 per share of the Company’s Class A
common stock, subject to a cap of 6,999,928 shares of Newco common stock. The exercise of such warrants at Closing by the Shareholder
is expected to satisfy the “Closing Cash” condition set forth in the Merger Agreement, as amended by the Amendment.
The
Amendment also provides that the A&R Bylaws will become effective upon Closing. Among other things, the A&R Bylaws (a) add a
new lock-up provision restricting the transfer of shares of Newco common stock issued in connection with the Transactions (other than
certain excluded shares) for a lock-up period beginning on the closing date and ending 270 days thereafter, subject to (i) customary
exceptions, including transfers for estate planning purposes, transfers to affiliates, transfers in connection with a subsequent liquidation,
merger, stock exchange or similar transaction, and transfers approved by the board of directors of Newco, and (ii) a coordinated sale
process permitting limited sales of locked-up shares through one or more designated brokers following the initial 180-day portion of
the lock-up period, subject to a periodic sales limitation of 25% of a holder’s base holdings per 30-day measurement period and
(b) provide that the board of directors of Newco may waive, amend, or repeal these lock-up restrictions, subject to any written agreement
entered into by Newco imposing limitations thereon (including the A&R Support Agreement), provided that any such waiver, amendment,
repeal, or release is applied on a pro rata or other uniform basis among holders of locked-up shares. Such lock-up restrictions do not
apply to shares of Newco common stock held by the Shareholder or its affiliates and transferees, whose transfer restrictions are instead
governed exclusively by the A&R Support Agreement..
Except
as modified by the Amendment, the terms of the Merger Agreement, in the form filed by the Company as Exhibit 2.1 to the Current Report
on Form 8-K filed by the Company on February 13, 2026 with the U.S. Securities and Exchange Commission (the “SEC”) and as
Exhibit 2.1 to the Current Report on Form 8-K filed by the Company on March 24, 2026 with the SEC, are unchanged.
The
foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text
of the Amendment, which is attached hereto as Exhibit 2.1 and is incorporated by reference herein.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 2.1 |
|
Amendment No. 2 to Agreement and Plan of Merger, dated as of July 16, 2026, by and among JFB Construction Holdings, Xtend AI Robotics, Inc., XT Merger Sub 2, Inc. and Xtend Reality Expansion Ltd.* |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
*
Certain schedules, annexes and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant will furnish copies
of any such schedules, annexes and exhibits to the SEC upon request.
Cautionary
Statement Regarding Forward-Looking Statements
This
communication contains, and oral statements made from time to time by our representatives may contain, forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the “Securities
Act”), and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements generally include statements
regarding the potential Transactions between Xtend and JFB, including statements regarding the expected impacts and benefits of the potential
Transactions, timing of the closing of the Transactions, and strategic initiatives for Newco following the closing. All statements other
than statements of historical facts contained in this communication may be forward-looking statements. In some cases, you can identify
forward-looking statements by terms such as “may,” “will,” “outlook”, “should,” “expects,”
“plans,” “anticipates,” “could,” “intends,” “targets,” “projects,”
“contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue”
or the negative of these terms or other similar expressions. The forward-looking statements in this communication are only predictions.
Xtend’s and JFB’s management have based these forward-looking statements largely on their current expectations and projections
about future events and financial trends that management believes may affect its business, financial condition and results of operations.
These statements are neither promises nor guarantees and involve known and unknown risks, uncertainties and other important factors that
may cause actual results, performance or achievements to be materially different from what is expressed or implied by the forward-looking
statements, including, but not limited to: the Transactions may not be consummated; there may be difficulties with the integration and
in realizing the expected benefits of the Transactions; Xtend and JFB may need to use resources that are needed in other parts of its
business to do so; there may be liabilities that are not known, probable or estimable at this time; the Transactions may result in the
diversion of management’s time and attention to issues relating to the Transactions and integration; expected synergies and operating
efficiencies attributable to the Transactions may not be achieved within its expected time-frames or at all; there may be significant
transaction costs and integration costs in connection with the Transactions; the possibility that JFB will not have sufficient cash at
close to satisfy the minimum cash condition; unfavorable outcome of legal proceedings that may be instituted against JFB and Xtend following
the announcement of the Transactions; risks inherent to the business may result in additional strategic and operational risks, which
may impact Xtend’s, Newco’s and JFB’s risk profiles, which each company may not be able to mitigate effectively; JFB’s
ability to complete construction projects or other transactions on schedule and budget; changes in weather and occurrence of natural
disasters and pandemics; recent imposition of tariffs by governments on construction materials, such as steel, aluminum and lumber; disruptions
in supply chains; increase in the cost of labor and construction materials; JFB’s ability to maintain safe work sites; Xtend’s
dependence on a limited number of defense and governmental security customers for a substantial portion of its business; significant
delays or reductions in appropriations, Xtend’s programs and certain government fundings and programs more broadly, including as
a result of a prolonged continuing resolution and/or government shutdown, and/or related to the global security environment or other
global events; increased competition within JFB’s and Xtend’s markets and bid protests; changes in procurement and other
U.S. and foreign laws, including changes through executive orders, contract terms and practices applicable to our industry, findings
by certain applicable governments as to our compliance with such requirements, more aggressive enforcement of such requirements and changes
in Xtend’s customers’ business practices globally; the improper conduct of employees, agents, subcontractors, suppliers,
business partners or joint ventures in which Xtend participates, including the impact on Xtend’s reputation and its ability to
do business; cyber and other security threats or disruptions faced by Xtend and JFB, its customers or its suppliers and other partners,
and changes in related regulations; and Xtend’s ability to innovate, develop new products and technologies, progress and benefit
from digital transformation and maintain technologies to meet the needs of Xtend’s customers. In addition, a number of important
factors could cause JFB’s, Xtend’s or Newco’s actual future results and other future circumstances to differ materially
from those expressed in any forward-looking statements, including but not limited to those important factors that will be discussed in
the section entitled “Risk Factors” in the registration statement on Form S-4 filed by JFB and Newco, as any such factors
may be updated from time to time in other filings with the SEC, including without limitation Xtend’s investor relations site at
https://www.xtend.me/newsroom and JFB’s investor relations site at https://investors.jfbconstruction.net/. Forward-looking statements
speak only as of the date they are made and, except as may be required under applicable law, neither Xtend nor JFB undertakes any obligation
to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
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. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section
10 of the Securities Act. In connection with the Transactions, Newco and JFB filed a registration statement on Form S-4, which will include
an information statement of JFB and a preliminary prospectus of Newco. After the registration statement is declared effective, JFB will
mail to its stockholders a definitive information statement that will form part of the registration statement. This communication is
not a substitute for the information statement/prospectus or registration statement or for any other document that JFB may file with
the SEC and send to its stockholders in connection with the Transactions. INVESTORS AND SECURITY HOLDERS OF XTEND AND JFB ARE URGED TO
READ THE INFORMATION STATEMENT/PROSPECTUS OR REGISTRATION STATEMENT AND ANY OTHER DOCUMENT THAT WILL BE FILED WITH THE SEC CAREFULLY
AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders will
be able to obtain free copies of the information statement/prospectus (when available) and other documents filed with the SEC by JFB
through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by JFB will be available
free of charge on JFB’s website at https://investors.jfbconstruction.net/.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
JFB
CONSTRUCTION HOLDINGS |
| |
|
|
| Date:
July 16, 2026 |
By: |
/s/
Joseph F. Basile III |
| |
|
Joseph
F. Basile III |
| |
|
Chief
Executive Officer |
