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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): May 11, 2026
JFB
CONSTRUCTION HOLDINGS
(Exact
name of registrant as specified in its charter)
| Nevada |
|
001-42538 |
|
99-2549040 |
| (State
or other jurisdiction |
|
(Commission |
|
(I.
R. S. Employer |
| of
incorporation) |
|
File
Number) |
|
Identification
No.) |
1300
S. Dixie Highway, Suite B
Lantana,
FL 33462
(Address
of principal executive offices, including 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:
| ☒ |
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(s) |
|
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
7.01 Regulation FD Disclosure.
On
May 11, 2026, JFB Construction Holdings, Inc. (the “Company”) issued a press release announcing that its first quarter 2026
revenue increased 115% as compared to the first quarter of 2025 and providing an update on the Company’s proposed merger with Xtend
Reality Expansion Ltd. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The
information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it
be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly
set forth by specific reference in such filing.
Item
8.01 Other Events.
On
May 11, 2026, JFB Construction Holdings, Inc. (the “Company”) issued a press release announcing 115% revenue growth in the
first quarter of 2026 compared to the first quarter of 2025, and providing an update regarding the Company’s proposed business
combination with Xtend Reality Expansion Ltd. (“Xtend”), valued at approximately $1.5 billion. The Company has filed a Registration
Statement on Form S-4 in connection with the transaction. A copy of the press release is attached as Exhibit 99.1 and is incorporated
herein by reference.
Item
9.01 Financial Statements and Exhibits.
| |
|
Exhibit
Index |
Exhibit
Number |
|
Description |
| 99.1 |
|
Press Release of JFB Construction Holdings, Inc., dated May 11, 2026. |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
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/.
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.
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:
May 11, 2026 |
By: |
/s/
Joseph F. Basile, III |
| |
|
Joseph
F. Basile, III |
| |
|
Chief
Executive Officer |
Exhibit 99.1
JFB
Construction Announces 115% increase in Revenue
Q1
2026 over Q1 2025
Lantana,
Fla. – May 11, 2026 – JFB Construction Holdings (Nasdaq: JFB), a real estate development and construction company focused
on hospitality, commercial, industrial, and residential property development, announces that first quarter 2026 revenue increased 115%
as compared to the first quarter of 2025.
“The
first quarter of 2026 was another significant quarter for JFB Construction Holdings as revenue has more than doubled, up 115% as compared
to the first quarter of 2025,” said Joseph F. Basile, III, CEO of JFB Construction Holdings. “Our revenue growth in the first
quarter of 2026 represents ongoing growth.
“In
addition, during the first quarter, we have continued signing key contracts. We anticipate a great pipeline of contracts throughout 2026,”
concluded Mr. Basile.
JFB
Construction Holdings has filed a Registration Statement on Form S-4 in relation to the Company’s merger with XTEND, valued at
approximately $1.5 billion. As announced on March 4, 2026, XTEND currently has over $70 million in backlog contracts and over $500 million
in the anticipated pipeline.
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
