STOCK TITAN

JFB (JFB) to form XTEND AI Robotics in $1.5B XTEND merger

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

JFB Construction Holdings is raising new capital and pivoting toward defense technology. The company entered securities purchase agreements for a private placement of 802,000 common shares at $12.50 per share, for expected $10.0 million in gross proceeds and about $9.2 million in net proceeds. A portion of this cash will be invested in XTEND Reality Expansion through a Simple Agreement for Future Equity.

JFB also signed a definitive all-stock agreement to combine with XTEND, a software-first defense technology company, to form XTEND AI Robotics, Inc., expected to list on Nasdaq under “XTND.” The deal implies a $1.5 billion acquisition value based on the private placement price, with XTEND shareholders projected to own about 70% and JFB shareholders about 30% of the new company on a fully diluted basis. The merger, unanimously approved by both boards and by a majority of JFB shareholders via written consent, is expected to close in the middle of 2026, subject to customary conditions and regulatory filings.

Positive

  • Transformative $1.5B all-stock combination with XTEND repositions JFB from a pure construction and development company toward AI-driven autonomous defense and security robotics under the XTEND AI Robotics brand, with XTEND shareholders projected to own about 70% of the combined company.
  • $10.0 million equity private placement at $12.50 per share provides approximately $9.2 million in net proceeds, including capital earmarked for a SAFE investment into XTEND, directly supporting the planned merger and future growth initiatives.

Negative

  • Completion and integration risks around the XTEND merger are explicitly highlighted, including the possibility the transaction may not be consummated, potential difficulties realizing expected synergies, significant transaction and integration costs, and a minimum cash condition that JFB must satisfy at closing.
  • Expanded risk profile tied to defense and government customers is noted, including dependence on limited defense and governmental security clients, potential delays or reductions in government appropriations, increased regulatory scrutiny, cyber and security threats, and broader macro and geopolitical uncertainties affecting both JFB and XTEND.

Insights

JFB raises $10M and anchors a $1.5B stock merger pivot into defense tech.

JFB Construction Holdings arranged a private placement of 802,000 shares at $12.50 per share, generating about $10.0 million in gross and $9.2 million in net proceeds. This provides fresh equity capital without a concurrent public offering.

A portion of the proceeds will fund an investment in XTEND via a Simple Agreement for Future Equity, aligning JFB financially with its future merger partner ahead of closing. This structure ties new capital directly to the planned combination.

The implied $1.5 billion acquisition value, based on the private placement price, and pro forma ownership split of roughly 70% XTEND and 30% JFB highlight XTEND as the dominant economic stakeholder in the future XTEND AI Robotics. Actual shareholder impact will depend on the final Form S-4 terms and completion of the transaction targeted for the middle of 2026.

All-stock XTEND merger transforms JFB into an AI defense robotics platform.

The definitive agreement combines JFB with XTEND, a defense and security technology company built around its AI XTEND Operating System, in an all-stock business combination. The new entity, XTEND AI Robotics, plans Nasdaq listing under ticker “XTND” with headquarters and production in Tampa, Florida.

Strategic investors, including Eric Trump, Unusual Machines, American Ventures, Protego Ventures and Aliya Capital, are participating alongside the merger, signaling third-party support at the stated valuation. Pro forma ownership of about 70% XTEND and 30% JFB underscores JFB’s role as the public vehicle and infrastructure partner.

Comprehensive risk factors are highlighted, including the possibility the transaction may not be consummated, potential integration challenges, significant transaction and integration costs, and a minimum cash condition that JFB must satisfy at closing. These elements, together with forthcoming Form S-4 disclosures, will shape how the middle-2026 closing timeline unfolds.

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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): February 13, 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 1.01 Entry into a Material Definitive Agreement.

 

On February 13, 2026, JFB Construction Holdings (the “Company”) entered into securities purchase agreements (the “Securities Purchase Agreements”) with certain institutional accredited investors (the “Investors”), pursuant to which the Company agreed to issue and sell to the Investors in a private placement an aggregate of 802,000 shares of the Company’s common stock, par value $0.0001 per share (the “Placement Shares”) at a price of $12.50 per share (the “Private Placement”).

 

The Private Placement is expected to close on February 17, 2026 and Company expects to receive aggregate gross proceeds of approximately $10.0 million, before deducting placement agent fees and offering expenses, and aggregate net proceeds of approximately $9.2 million, after deducting placement agent fees and offering expenses. Dominari Securities LLC acted as placement agent for the Private Placement.

 

A portion of the proceeds of the Private Placement, will be invested in XTEND Reality Expansion Ltd. (“Xtend”) in connection with the transactions described in Item 8.01 below through a Simple Agreement for Future Equity.

 

The Company has granted the Investors indemnification rights with respect to its representations, warranties, covenants and agreements under the Securities Purchase Agreements.

 

The foregoing description of the Securities Purchase Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Securities Purchase Agreement, a copy of which is filed as Exhibit 10.1 hereto and incorporated by reference herein.

 

The representations, warranties and covenants contained in the Securities Purchase Agreements were made solely for the benefit of the parties thereto and the placement agents expressly named as third-party beneficiaries thereto and may be subject to limitations agreed upon by the contracting parties. Accordingly, the form of Securities Purchase Agreement is incorporated herein by reference only to provide investors with information regarding the terms thereof and not to provide investors with any other factual information regarding the Company or its business, and should be read in conjunction with the disclosures in the Company’s periodic reports and other filings with the Securities and Exchange Commission.

 

Item 3.02. Unregistered Sales of Equity Securities.

 

The information contained above in Item 1.01 with respect to the Private Placement is hereby incorporated by reference into this Item 3.02. Based in part upon the representations of the Investors in the Securities Purchase Agreements, the offering and sale of the Placement Shares was made in reliance upon an exemption from registration pursuant to Section 4(a)(2) under the Securities Act, which exempts transactions by an issuer not involving any public offering.

  

Item 8.01. Other Events.

 

On February 17, 2026, the Company issued a press release announcing that it had entered into a definitive agreement with Xtend pursuant to which, subject to the satisfaction of certain conditions to closing, the Company and Xtend will combine in an all-stock transaction to form a U.S.-based public company Xtend AI Robotics, Inc., focused on delivering next-generation autonomous systems for defense, public safety, and private security applications built on Xtend’s battle proven AI XTEND Operating System.

 

A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Also, on February 17, 2026, the joint investor presentation attached hereto as Exhibit 99.2 was disseminated in connection with the announcement of the proposed transaction and is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits.

 

Exhibit No.   Description
     
10.1   Form of Securities Purchase Agreement
99.1   Press Release, dated February 17, 2026
99.2   Joint Investor Presentation
104   Cover Page Interactive Data File (embedded as 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 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/.

 

 

 

 

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: February 17, 2026 By: /s/ Joseph F. Basile, III
    Joseph F. Basile, III
    Chief Executive Officer

 

 

 

 

Exhibit 99.1

 

JFB and XTEND Announce $1.5B Business Combination to Establish a Nasdaq-Listed US Leader in AI-Driven Autonomous Defense Robotics

 

Strategic investors in the merger include Eric Trump, Unusual Machines (NYSE: UMAC), American Ventures, LLC, Protego Ventures, Aliya Capital and Agostinelli Group.
Implied acquisition value of $1.5 billion, based on the price paid per share in concurrent private placement.
Merger to create an autonomous defense and security systems company combining AI-driven robotic operating system with established US operating and infrastructure capabilities, strengthening the security of the United States and its allied nations.

 

Palm Beach, Fla. – February 17, 2026 – JFB Construction Holdings (Nasdaq: JFB), a real estate development and construction company, announced today that it has entered into a definitive agreement to combine with XTEND, a software-first defense technology company anchored by its AI XTEND Operating System (XOS) in an all-stock transaction. The business combination is further supported by strategic investments from Eric Trump, Unusual Machines (NYSE: UMAC), American Ventures, LLC, Protego Ventures, and Aliya Capital. 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.”

 

With headquarters and a production facility in Tampa, FL, the combined company expects to be well positioned to become a leading US provider of AI-driven autonomous defense and security solutions. XTEND delivers next-generation autonomous systems for defense, public safety, and private security applications built on its battle proven XOS operating system. XTEND’s products utilize remote operational capabilities, enabling multiple air, ground, and maritime drones to execute complex, dynamic missions with immediate operational readiness.

 

The transaction is also expected to support the expansion and increased NDAA-compliant, US-made domestic production capacity at XTEND’s Tampa, Florida production facility and ultimately accelerate the delivery of XTEND products to customers in the US, NATO allies, and Asia.

 

Aviv Shapira, Chief Executive Officer and Co-Founder of XTEND, commented:

 

“The demand for systems that keep operators out of harm’s way is surging as the global security environment grows more volatile, and this represents one of the largest market opportunities in defense technology today. By combining our platform with JFB, we are acquiring the resources we need to scale our manufacturing capabilities in the US and gaining access to the US public markets.”

 

Joseph F. Basile III, Chief Executive Officer of JFB, commented:

 

“What drew us to XTEND is the strength and scalability of its AI-driven operating system. XOS is not just a product, but a core autonomy platform that integrates software, hardware, and mission execution in real-world environments. By pairing XTEND’s operating system and advanced AI capabilities with JFB’s execution, infrastructure, and buildout expertise, we see a clear opportunity to accelerate US manufacturing, scale production responsibly, and support a next-generation defense technology platform built in America and ready for the public markets.”

 

 
 

 

Under the terms of the merger agreement, XTEND shareholders and JFB shareholders will receive shares of a new holding company, XTEND AI Robotics. Upon the closing of the transaction, current XTEND shareholders would own approximately 70.0% and JFB shareholders would own approximately 30.0% of XTEND AI Robotics’ fully diluted shares on a pro forma basis, not including shares reserved for issuances under XTEND AI Robotics’ equity incentive plans.

 

The merger has been unanimously approved by the board of directors of both companies and approved by written consent by JFB shareholders owning a majority of the outstanding common stock of JFB. The parties expect the transaction to close during the middle of 2026.

 

Advisors

 

Stifel is serving as exclusive financial advisor and a capital markets advisor to XTEND.

 

Paul Hastings LLP, H-F& Co, Banai Azriel Stern and Meitar Law Offices are serving as legal counsel to XTEND.

 

Dominari Securities LLC is serving as the exclusive placement agent to JFB Construction.

 

Sichenzia Ross Ference Carmel LLP and Amit Pollak Matlon are serving as legal counsel to JFB.

 

About JFB Construction Holdings

 

JFB Construction Holdings (“JFB”) offers generations of combined experience in residential and commercial construction and development. Having the experience of building multifamily communities, shopping centers, national franchises, exclusive estate & equestrian homes, and over 2 million square feet of commercial and retail. JFB provides hands-on, professional expertise, which has led to the quality and production we are known for.

 

JFB’s reputation has been built on its clients’ trust and the value it brings to each project.

 

JFB is proud that most of its projects are obtained through referrals and repeat customers, and that to-date it has provided general contracting and construction management services in 36 US States.

 

About XTEND

 

XTEND is a software-first defense and security technology company building a unified operating ecosystem for human-guided autonomy across air, ground, and maritime domains. Anchored by its proprietary XOS operating system, XTEND’s products are designed to enable defense, public safety, and private security organizations to deploy, scale, and operate autonomous systems with immediate operational readiness in complex, high-risk environments. Founded in Tel Aviv, Israel, and headquartered in Tampa, Florida, the company combines battle-proven software with mission-optimized platforms, payloads, and manufacturing infrastructure to deliver integrated, NDAA-compliant solutions at scale. With more than 10,000 operational systems deployed across the world, XTEND is trusted worldwide where reliability, safety, and mission execution are critical. For more information, visit http://www.xtend.me.

 

 
 

 

CAUTIONARY STATEMENT CONCERNING 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 (“XTEND AI Robotics”) 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, XTEND AI Robotics’ 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 XTEND AI Robotics’ 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 XTEND AI Robotics, 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 www.xtend.me 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, XTEND AI Robotics will file a registration statement on Form S-4, which will include an information statement of JFB, a proxy statement of XTEND and constitute a prospectus of XTEND AI Robotics. 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/proxy statement/prospectus or registration statement or for any other document that JFB or XTEND AI Robotics 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/PROXY 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

 

 

 

 

Exhibit 99.2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  

 

 

 

 

 

 

 

 

 

  

FAQ

What capital raise did JFB (JFB) announce in this 8-K filing?

JFB entered securities purchase agreements for a private placement of 802,000 common shares at $12.50 per share. The company expects $10.0 million in gross proceeds and about $9.2 million in net proceeds, after placement agent fees and other offering expenses.

How will JFB (JFB) use proceeds from the private placement?

JFB plans to invest a portion of the private placement proceeds into XTEND Reality Expansion via a Simple Agreement for Future Equity. This investment is directly connected to the pending all-stock business combination between JFB and XTEND to form XTEND AI Robotics, Inc.

What are the key terms of the JFB and XTEND $1.5 billion merger?

JFB and XTEND agreed to an all-stock business combination implying a $1.5 billion acquisition value based on the private placement price. After closing, XTEND shareholders are expected to own about 70% and JFB shareholders about 30% of XTEND AI Robotics’ fully diluted shares, excluding equity plan reserves.

When is the JFB–XTEND business combination expected to close?

The parties expect the all-stock transaction combining JFB and XTEND to close during the middle of 2026. Closing remains subject to customary conditions, including effectiveness of a Form S-4 registration statement and completion of regulatory and shareholder processes described in the disclosure.

What will the combined JFB and XTEND company be called and where will it trade?

Following closing, the combined business is expected to be named XTEND AI Robotics, Inc. and listed on Nasdaq under the ticker symbol “XTND.” The company plans headquarters and production facilities in Tampa, Florida, focused on AI-driven autonomous defense and security solutions.

What risks did JFB (JFB) and XTEND highlight regarding the proposed merger?

Disclosed risks include the possibility the transaction may not be consummated, challenges integrating the businesses, not achieving expected synergies, significant transaction and integration costs, minimum cash requirements at closing, legal proceedings, and exposure to defense, regulatory, cyber, and macroeconomic uncertainties.

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