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: Xtend AI Robotics, Inc.
Commission
File No.: 333-295380
The
following communication was first made available on June 17, 2026.
JFB
and XTEND Announce Filing of Amended Registration Statement on Form S-4 with the SEC in Connection with their Proposed Business Combination
~
Amended Filing Advances the SEC Review Process for the Proposed Business Combination ~
~
Combined Company to be Renamed XTEND AI Robotics, with Closing Anticipated Q3, and Expected to Trade on the New York Stock Exchange
under Ticker “XTND” ~
TAMPA,
Fla. and PALM BEACH, Fla., June 17, 2026 — JFB Construction Holdings (Nasdaq: JFB), a real estate development and construction
company, and XTEND, a leader in software systems and artificial intelligence-powered robotics, announced the filing of an amended registration
statement on Form S-4 with the U.S. Securities and Exchange Commission (the “SEC”) in connection with their previously announced
proposed business combination.
While
not yet declared effective, the filing of the amended registration statement represents an important milestone in the SEC review process
and reflects the parties’ continued progress toward completing the proposed business combination and the anticipated listing of
the combined company on the New York Stock Exchange. Once declared effective by the SEC, the final information statement/prospectus included
in the Form S-4 will be mailed to JFB stockholders prior to the closing of the proposed business combination. JFB and XTEND currently
expect the proposed business combination to close in the third quarter of 2026, subject to the satisfaction of customary closing conditions.
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 expected size of the U.S. defense budgets for tactical strike and defense programs, the impact of Xtend receiving U.S.
Army Fuze Safety Board for its high-voltage safety and arming system for FPV attack drones, the potential transaction between Xtend Reality
Expansion Ltd. (“Xtend”) and JFB Construction Holdings (“JFB”), including statements regarding the expected timing
to close the business combination, 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 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 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 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 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/.
JFB
Construction Holdings Contact:
CORE IR
Mike Mason
516 222 2560
investors@jfbconstruction.net
XTEND
Contact:
Headline Media
Sarah Small
929 255 1449
sarah@headline.media
XTEND
Investor Relations:
MZ North America
Shannon Devine
XTEND@mzgroup.us
203-741-8811
