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JFB Construction (JFB) and XTEND move XTEND AI Robotics merger toward NYSE listing

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
425

Rhea-AI Filing Summary

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.

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Commission File Number 333-295380 Commission File No. for the Form S-4 registration statement
Expected closing period third quarter of 2026 Management’s current expectation for closing of the proposed business combination
Securities Act section Section 27A Cited for forward-looking statements under the Securities Act of 1933, as amended
Exchange Act section Section 21E Cited for forward-looking statements under the Securities Exchange Act of 1934, as amended
registration statement on Form S-4 regulatory
"announced the filing of a second amended registration statement on Form S-4"
A registration statement on Form S-4 is a formal filing with the U.S. Securities and Exchange Commission used when a company issues shares or other securities as part of a merger, acquisition, exchange offer or similar corporate deal. It bundles the transaction terms, financial statements, risk factors and shareholder vote materials so investors can assess the deal; think of it as a detailed prospectus or buyer’s packet that explains what you would own and how the deal could change your stake.
business combination financial
"in connection with their previously announced proposed business combination"
A business combination happens when two or more companies join together to operate as one, like two friends merging their teams into a single group. This is important because it can change how companies grow, compete, and make money, often making them bigger and more powerful in the market.
forward-looking statements regulatory
"This communication contains, and oral statements made from time to time by our representatives may contain, forward-looking statements"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
information statement/prospectus regulatory
"the final information statement/prospectus included in the Form S-4 will be mailed to JFB stockholders"
A prospectus or information statement is a formal document that lays out key facts about a company, an offer of securities, or a proposed corporate action so investors can make informed choices. Think of it as a product label that explains what is being sold, the risks, the company’s finances and how proceeds will be used; investors rely on it to compare options and judge whether the potential reward justifies the risk.
Private Securities Litigation Reform Act of 1995 regulatory
"forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995"

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What did JFB (JFB) and XTEND announce regarding their path to going public?
JFB and XTEND announced a second amended Form S-4 registration statement related to their proposed business combination, reflecting updates from SEC review and continued progress toward effectiveness and completion of the transaction.

When do JFB (JFB) and XTEND expect their proposed business combination to close?
JFB and XTEND currently expect the proposed business combination to close in the third quarter of 2026, subject to satisfaction of customary closing conditions and the Form S-4 being declared effective by the SEC.

What will the combined JFB (JFB) and XTEND company be called and where will it trade?
After closing, the combined company is expected to be named XTEND AI Robotics and is anticipated to trade on the New York Stock Exchange under the ticker “XTND”, following completion of the business combination.

What key risks do JFB (JFB) and XTEND highlight about their proposed transaction?
They emphasize that the transaction may not be consummated and cite risks including integration challenges, unknown liabilities, transaction and integration costs, minimum cash concerns, legal proceedings, market conditions, government funding changes, and cyber and security threats.

How will JFB (JFB) stockholders receive detailed information about the XTEND merger?
Once the Form S-4 is declared effective, JFB will mail a definitive information statement/prospectus to its stockholders, which will form part of the registration statement and contain detailed information about the transaction and the combined company.

 

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 July 20, 2026.

 

 

JFB and XTEND Advance Toward Public Listing with Second Amended S-4 Filing

 

~ Second Amended Filing Marks Continued Progress Towards Closing of Merger ~

~ 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., July 20, 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 a second amended registration statement on Form S-4, which includes an updated prospectus, with the U.S. Securities and Exchange Commission (the “SEC”) in connection with their previously announced proposed business combination.

 

The second amended filing incorporates updates made through the SEC review process and represents continued progress toward the registration statement becoming effective.

 

While not yet declared effective, the filing 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 XTENDXTEND receiving U.S. Army Fuze Safety Board for its high-voltage safety and arming system for FPV attack drones, the potential transaction between XTENDXTEND 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 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

 

 

Source: View Original Filing on SEC EDGAR