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): May 18, 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
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
May 18, 2026, the board of directors (the “Board”) of JFB Construction Holdings (the “Company”) adopted, by unanimous
written consent, the Second Amended and Restated Bylaws of the Company (the “Bylaws”), which became effective as of such
date. The Bylaws enhance and clarify certain procedural mechanisms related to stockholder actions by removing language restricting the
Company from accepting actions taken by written consent of the stockholders.
The
foregoing description of the Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of
the Bylaws, which are attached hereto as Exhibit 3.1 and are incorporated herein by reference.
Item
5.07. Submission of Matters to a Vote of Security Holders.
The
information set forth in Item 8.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 5.07.
Item
8.01. Other Events.
As
previously disclosed, on February 13, 2026, JFB Construction Holdings (the “Company”) entered into an Agreement and Plan
of Merger (as amended on March 21, 2026, the “Merger Agreement”) with 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. (“Xtend”).
The
transactions contemplated by the Merger Agreement are expected to close in the middle of 2026, subject to the satisfaction or waiver
of certain customary conditions, including, among others, the affirmative vote of holders with a majority of the voting power of the
Company’s common stock in favor of adopting the Merger Agreement (the “Written
Consent”).
On
May 19, 2026, this condition was satisfied upon the delivery of the Written Consent by Joseph F. Basile, III and The Basile Family
Irrevocable Trust.
The
foregoing description of the Merger Agreement and related documents does not purport to be complete, and is qualified in its entirety
by reference to the full text of the Merger Agreement and related documents, which are attached as Exhibit 2.1 to the Company’s
Current Report on Form 8-K filed on February 18, 2026 and Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on March
24, 2026 and are each incorporated herein by reference. The Merger Agreement and related documents have been attached to provide investors
with information regarding their respective terms. They are not intended to provide any other factual information about the Company,
Xtend, their respective subsidiaries or any of the other parties to the Merger Agreement or any related documents. In particular, the
assertions embodied in the representations and warranties contained in the Merger Agreement are qualified by information in confidential
disclosure letters provided by the parties in connection with the signing of the Merger Agreement. These confidential disclosure letters
contain information that modifies, qualifies and creates exceptions to the representations and warranties and certain covenants set forth
in the Merger Agreement. Moreover, certain representations and warranties in the Merger Agreement were used for the purpose of allocating
risk among the parties rather than establishing matters as facts and were made only as of the date of the Merger Agreement (or such other
date or dates as may be specified in the Merger Agreement). Accordingly, the representations and warranties in the Merger Agreement should
not be relied upon as characterizations of the actual state of facts about Xtend or any of the parties to the Merger Agreement.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 3.1 |
|
Second Amended and Restated Bylaws of the Company dated May 18, 2026. |
| 104 |
|
Cover Page Interactive
Data File (embedded within the Inline XBRL document). |
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 transaction between Xtend Reality Expansion Ltd. (“Xtend”) and JFB Construction Holdings (“JFB”),
including statements regarding the expected impacts and benefits of the potential transaction, timing of the transaction closing, and
strategic initiatives for Xtend AI Robotics, Inc. (“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 transaction may not be consummated; there may be difficulties with the integration and in realizing
the expected benefits of the transaction; 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 transaction may result in the diversion of management’s
time and attention to issues relating to the transaction and integration; expected synergies and operating efficiencies attributable
to the transaction 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 transaction; 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 transaction;
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 (Registration No. 333-295380), as filed by Newco with the Securities and Exchange Commission (the “SEC”)
on April 28, 2026 (the “Registration Statement”), 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 transaction, NewCo has filed a Registration Statement, which includes 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 transaction. 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: May 19, 2026 |
By: |
/s/
Joseph F. Basile, III |
| |
|
Joseph F. Basile, III |
| |
|
Chief Executive Officer |
