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 April 7, 2026.
JFB
Construction Announces 32% Increase in 2025 Year End Revenues as Compared with 2024 Year End Revenues
$1.5
billion anticipated merger with XTEND establishes Nasdaq-Listed US leader in
AI-driven
autonomous defense robotics anticipated to close by Q2 2026
TAMPA,
Fla., April 7, 2026 (GLOBE NEWSWIRE) — JFB Construction Holdings (Nasdaq: JFB) and XTEND, a leader in software systems
and artificial intelligence-powered robotics, today announced that JFB’s 2025 year end revenues increased by 32% as compared to
2024 year end revenues.
“Our
revenue growth in 2025 is attributed to completed and ongoing construction projects in several key business verticals, including hospitality,
commercial retail, industrial, high-end residential and real estate development,” said Joseph F. Basile III, JFB’s Chief
Executive Officer.
On
February 17, 2026 the Company announced that it entered into a definitive agreement to combine with XTEND, a software-first defense
technology company anchored by its AI XTEND Operating System (XOS) in a transaction valued at $1.5 billion.
“We
have established headquarters and a production facility in Tampa, FL, and our future new company, with an implied acquisition value of
$1.5 billion, expects to be well-positioned to become a leading US provider of AI-driven autonomous defense and security solutions to
customers in the US, NATO allies, and Asia,” added Mr. Basile. “We believe that our expertise in infrastructure and construction
buildout will accelerate manufacturing and scale production of our next generation defense technology platform while strengthening the
security of the United States and its allies.
“Our
anticipated merger with XTEND is a significant accomplishment for JFB, and we anticipate the combination of the two companies will close
by the end of Q2 2026,” concluded Mr. Basile.
Following
the closing of the business combination, the joint company is expected to be renamed XTEND AI Robotics and be listed on Nasdaq under
the ticker “XTND.”
About
XTEND
XTEND
is a leader in software systems and artificial intelligence-powered robotics, deployed in high-threat, complex operational environments
where human exposure carries significant risk. Powered by its proprietary XTEND Operating System (XOS), XTEND’s integrated software
and advanced robotic hardware solutions are designed to provide autonomy at the edge. Operating across defense, law enforcement, and
private security missions through a platform of robots, drones, and robotic subsystems, XTEND’s open architecture platform facilitates
scalability across partners and third-party applications. With over 10,000 systems deployed in over 30 countries, XTEND’s solutions
have been validated in five combat zones and operationally deployed by national defense, special-mission units, and security organizations
across the globe. Founded in Tel Aviv, Israel, and headquartered in Tampa, Florida, XTEND delivers NDAA-compliant solutions through a
global network of regional XFAB manufacturing facilities located in the U.S., the U.K., Singapore, Israel, and Latvia. For more information,
visit www.xtend.me.
About
JFB Construction Holdings
JFB
Construction Holdings (Nasdaq: JFB) is a real estate development and construction company that has provided general contracting and construction
management services in 36 U.S. states. For more information, visit the company’s SEC filings at www.sec.gov.
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 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/.
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
