# JFB Construction Holdings (JFB) — merger/definitive [pending] Source: SEC API (secapi.ai) · situation sit_bbea62e0a14a75eb2165 · retrieved 2026-08-11T16:13:53.536Z ## Overview XTEND is a leader in software systems and artificial intelligence-powered robotics deployed in high-threat, complex operational environments; it operates across defense, law enforcement, and private security missions through a platform of robots, drones, and robotic subsystems powered by its proprietary XTEND Operating System (XOS), with over 10,000 systems deployed in over 30 countries. XTEND Reality Expansion Ltd. and JFB Construction Holdings announced an all-stock business combination with an implied transaction value of $1.5 billion, based on the price per share in concurrent private placements. The merger has been unanimously approved by the boards of both companies and by written consent of JFB shareholders holding a majority of outstanding common stock. The combined company will be named XTEND AI Robotics, a Delaware corporation, and is expected to be listed on a U.S. national securities exchange under the ticker "XTND." The transaction is expected to close in the middle of 2026, subject to customary closing conditions and regulatory approvals. The transaction is supported by $152 million in investment commitments from strategic investors including Eric Trump, Unusual Machines (NYSE: UMAC), American Ventures LLC, Protego Ventures, Aliya Capital, and Agostinelli Group, with $42 million agreed to fund at signing. ## Terms - Counterparty: JFB Construction Holdings · Deal value: $1.50B · Consideration: stock · Stake: 19.9% ## Key dates - Announced 2026-02-18 · Expected close 2026-06-30 ## Timeline - 2026-02-18 · 425 (0001493152-26-007363): 425 - JFB Construction Holdings — *JFB Construction Holdings is a Nevada-incorporated general building contractor specializing in nonresidential buildings.* On February 13, 2026, JFB Construction Holdings (a Nevada-incorporated general building contractor) entered into a merger agreement with Xtend AI Robotics, Inc. (Newco), whereby Xtend shareholders will own at least 70.5% of Newco's fully diluted shares on a pro forma basis, JFB stockholders will own approximately 19.9% of Newco's fully diluted shares on a pro forma basis, and approximately 9.6% of Newco's shares will be reserved for issuance under Newco's equity incentive plans. The transaction is expected to close in the middle of 2026, subject to customary closing conditions including Hart-Scott-Rodino clearance, CFIUS approval, Israeli regulatory approvals, and JFB maintaining a minimum cash balance of $110,000,000 at closing. Newco Common Stock will be registered on Nasdaq under the ticker "XTND." In connection with the merger, JFB completed a private placement of 802,000 shares at $12.50 per share, raising approximately $10.0 million in gross proceeds ($9.2 million net). Additionally, JFB will invest $30.22 million in Xtend through simple agreements for future equity (SAFEs), consisting of $25.0 million plus proceeds from the private placement. Xtend shareholders may receive up to an additional 20,000,000 shares of Newco Common Stock as earnout consideration if Xtend achieves revenues of at least $75.0 million in fiscal 2026 and $150.0 million in fiscal 2027. https://www.sec.gov/Archives/edgar/data/2024306/0001493152-26-007363.txt - 2026-02-18 · 425 (0001493152-26-007327): 425 - JFB Construction Holdings — *JFB Construction Holdings is a real estate development and construction company offering generations of combined experience in residential and commercial construction and development, including multifamily communities, shopping centers, and commercial and retail projects across 36 U.S. states.* JFB Construction Holdings (Nasdaq: JFB), a real estate development and construction company, announced on February 17, 2026, that it has entered into a definitive agreement to combine with XTEND Reality Expansion Ltd., a software-first defense technology company, in an all-stock transaction. The implied acquisition value is $1.5 billion based on the price paid per share in a concurrent private placement. Upon closing, 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. The combined company is expected to be renamed XTEND AI Robotics and listed on Nasdaq under the ticker "XTND." The transaction is expected to close during the middle of 2026. https://www.sec.gov/Archives/edgar/data/2024306/0001493152-26-007327.txt - 2026-02-27 · 425 (0001193125-26-083039): 425 - JFB Construction Holdings — *JFB Construction Holdings is a real estate development and construction company that has provided general contracting and construction management services in 36 U.S. states.* JFB Construction Holdings (Nasdaq: JFB), a real estate development and construction company, entered into a definitive agreement on February 17, 2026, to combine with XTEND, a leader in software systems and AI-powered robotics for defense and security missions. The transaction is an all-stock combination supported by strategic investments from Eric Trump, Unusual Machines (NYSE: UMAC), American Ventures, LLC, Protego Ventures, and Aliya Capital. The combined company is expected to close in the first half of 2026 and will be renamed XTEND AI Robotics, listing on a U.S. national stock exchange under the ticker "XTND." https://www.sec.gov/Archives/edgar/data/2024306/0001193125-26-083039.txt - 2026-03-02 · 425 (0001193125-26-085414): 425 - JFB Construction Holdings — *JFB Construction Holdings is a general building contractor specializing in nonresidential building construction.* Xtend Reality Expansion Ltd. announced a potential merger transaction with JFB Construction Holdings, with the combined entity to operate as Xtend AI Robotics, Inc. (NewCo). The transaction is expected to combine Xtend's robotics and defense/government security business with JFB's construction operations. The filing contains forward-looking statements regarding expected transaction benefits, closing timing, and strategic initiatives for NewCo post-closing, but does not disclose specific deal value, consideration structure, or expected close date. https://www.sec.gov/Archives/edgar/data/2024306/0001193125-26-085414.txt - 2026-03-04 · 425 (0001193125-26-091735): 425 - JFB Construction Holdings — *XTEND is a leader in software systems and artificial intelligence-powered robotics deployed in high-threat, complex operational environments; it operates across defense, law enforcement, and private security missions through a platform of robots, drones, and robotic subsystems powered by its proprietary XTEND Operating System (XOS), with over 10,000 systems deployed in over 30 countries.* XTEND Reality Expansion Ltd. and JFB Construction Holdings announced an all-stock business combination with an implied transaction value of $1.5 billion, based on the price per share in concurrent private placements. The merger has been unanimously approved by the boards of both companies and by written consent of JFB shareholders holding a majority of outstanding common stock. The combined company will be named XTEND AI Robotics, a Delaware corporation, and is expected to be listed on a U.S. national securities exchange under the ticker "XTND." The transaction is expected to close in the middle of 2026, subject to customary closing conditions and regulatory approvals. The transaction is supported by $152 million in investment commitments from strategic investors including Eric Trump, Unusual Machines (NYSE: UMAC), American Ventures LLC, Protego Ventures, Aliya Capital, and Agostinelli Group, with $42 million agreed to fund at signing. https://www.sec.gov/Archives/edgar/data/2024306/0001193125-26-091735.txt ## Citations - 0001493152-26-007363 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000149315226007363 - 0001493152-26-007327 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000149315226007327 - 0001193125-26-083039 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000119312526083039 - 0001193125-26-085414 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000119312526085414 - 0001193125-26-091735 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000119312526091735