JFB Construction Holdings enters merger with Xtend; JFB holders get 19.9% of Newco

JFB Construction Holdings

JFB enters merger with Xtend Reality Expansion Ltd.; Xtend shareholders will own at least 70.5% of Newco, JFB holders ~19.9%.
Private Placement closed: 802,000 shares at $12.50/share for ~$10M gross proceeds ($9.2M net) to fund Xtend SAFE Investment of $30.22M.
Closing expected mid-2026; subject to regulatory approvals (HSR, CFIUS, Israeli FDI), Nasdaq listing, minimum cash condition of $110M.
Termination fees: $15M payable by either party under certain conditions; if JFB fails minimum cash, Xtend SAFE reduced by $25M.
Support agreements lock up Newco shares for 180 days post-closing from key JFB and Xtend shareholders.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

JFB Construction Holdings entered into Agreement and Plan of Merger with XTEND Reality Expansion Ltd., Xtend AI Robotics, Inc., XT Merger Sub 2, Inc. (effective 2026-02-13).

Action: entry
Agreement: merger
Counterparty: XTEND Reality Expansion Ltd., Xtend AI Robotics, Inc., XT Merger Sub 2, Inc.
Effective: 2026-02-13

Exact text from the filing

On February 13, 2026, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Xtend AI Robotics, Inc., a Delaware corporation (“Newco”), XT Merger Sub 2, Inc., a Nevada corporation and a direct, wholly-owned subsidiary of Newco (“Merger Sub 2”), and Xtend.

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303 material agreements filed in the last 30 days. Browse all material agreements →

JFB Construction Holdings filing history →

Source: SEC EDGAR

accession 0001493152-26-007359

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