Filed
by JFB Construction Holdings
Pursuant
to Rule 425 under the Securities Act of 1933
and
deemed filed pursuant to Rule 14a-12 under
the Securities Exchange Act of 1934
Subject
Company: JFB Construction Holdings
Commission File No.: 001-42538
The
following communication was first made available on March 25, 2026.
Dear
Stockholder,
We
are pleased to inform you that the Board of Directors of JFB Construction Holdings (the “Company”) approved a 2-for-1 forward
stock split of our outstanding common stock (the “Forward Split”), as announced on March 10, 2026.
Purpose
of the Forward Split
The
Forward Split represents a proactive and strategic step as the Company to consummate its previously announced $1.5 billion all-stock
business combination. The Forward Split is intended to enhance trading liquidity and align the Company’s capital structure in connection
with the pending business combination.
Key
Details
| |
● |
Split Ratio:
2-for-1 |
| |
● |
Record Date: March
23, 2026 |
| |
● |
Effective Date: March
24, 2026 |
What
This Means for You
On
the Effective Date, each stockholder of record will receive one additional share for every share held. For example, if you held 100 shares
before the Record Date, you will hold 200 shares on the Effective Date. The total market value of your holding immediately
before and after the Forward Split will remain the same, as the share price will adjust proportionally.
Action
Required
Stockholders
who are holding their shares in electronic form at brokerage firms do not need to take any action, as the effect of the Forward Split
will automatically be reflected in their brokerage accounts.
Tax
Consequences
Generally, a forward stock split is not a taxable event for U.S. stockholders. You should consult your tax advisor regarding
your specific situation.
Questions
If
you have questions, please contact our transfer agent, ClearTrust, LLC at (813) 235-4490 or Inbox@ClearTrustTransfer.com.
Thank
you for your continued support and investment in JFB Construction Holdings.
Sincerely,
Joseph
F. Basile III
Chief
Executive Officer
JFB
Construction Holdings
Cautionary
Note 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 to be filed by JFB and NewCo, as any such factors may be updated from time to time in other filings with the Securities
and Exchange Commission (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 and JFB will file 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 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/.
