JFB Construction Holdings 8K

The company announced a cross-border business combination in which a new holding company, Xtend AI Robotics, Inc., will become publicly traded and acquire both JFB Construction Holdings and XTEND Reality Expansion Ltd. via dual mergers, converting existing securities into Newco common stock and related instruments, supported by shareholder agreements and PIPE/SAFE financing.

On February 13, 2026, Xtend AI Robotics, Inc. (Newco), XT Merger Sub 2, Inc., JFB Construction Holdings (Pubco), and XTEND Reality Expansion Ltd. (the Company) entered into an Agreement and Plan of Merger under which Newco will become a new publicly traded parent company by executing a two-step cross-border merger structure: an Israeli Merger Sub (Merger Sub 1) will merge into the Israeli Company with the Company surviving as a wholly owned subsidiary of Newco, immediately followed by a Nevada Merger Sub (Merger Sub 2) merging into Pubco with Pubco surviving as a wholly owned subsidiary of Newco, and in these transactions all outstanding Company shares and Pubco shares (other than treasury/cancelled shares) will be converted into Newco common stock (plus Newco prefunded warrants where needed to manage ownership limits), Pubco options and RSUs and Company options will be assumed and converted into Newco equity awards at specified exchange ratios, related shareholder support agreements and PIPE financing (including issuance of two SAFEs totaling at least $37 million) will be implemented, and the parties intend for the combined mergers to qualify as a tax-deferred contribution under Section 351 of the U.S. Internal Revenue Code.

Filing Facts

CIK

2024306

Ticker

-

Form

8K

Source Type

sec

Accession

0001493152-26-007359

Alert Tier

8