Business Context and Reporting Period
Company: JFB Construction Holdings (JFB)
Filing Type: Form 8-K (Current Report)
Date of Report: February 13, 2026
Principal Event: Entry into a Material Definitive Agreement (Merger Agreement) with XTEND Reality Expansion Ltd. ("Xtend") and Xtend AI Robotics, Inc. ("Newco").
JFB has agreed to merge with Xtend in a transaction that will result in JFB becoming a wholly-owned subsidiary of Newco. The combined entity will trade on the Nasdaq under the ticker symbol "XTND".
Key Financial Metrics and Transaction Terms
Private Placement (Item 8.01):
- Gross Proceeds: Approximately $10.0 million.
- Net Proceeds: Approximately $9.2 million (after fees and expenses).
- Shares Issued: 802,000 shares of Class A Common Stock.
- Price Per Share: $12.50.
- Closing Date: February 18, 2026.
Merger Consideration and Ownership Structure (Pro Forma):
- Xtend Shareholders: Will own at least 70.5% of Newco.
- JFB Shareholders: Will own approximately 19.9% of Newco.
- Equity Incentive Plans: Approximately 9.6% reserved for Newco plans.
- Exchange Ratio: 1-for-1 conversion for JFB Class A and Class B common stock into Newco Common Stock.
Minimum Cash Condition:
- JFB must have a cash balance of at least $110,000,000 immediately prior to Closing.
- This condition is expected to be satisfied by the exercise of outstanding warrants.
Earnout Provision:
- Up to 20,000,000 additional shares of Newco Common Stock may be issued to former Xtend stockholders based on performance in fiscal years 2026 and 2027.
Material Changes and Transaction Mechanics
Corporate Structure Change:
The transaction involves a dual merger structure where an Israeli shell company (Merger Sub 1) merges with Xtend, and a Nevada subsidiary (Merger Sub 2) merges with JFB. Both entities will survive as subsidiaries of Newco.
Equity Treatment:
- JFB Equity: All outstanding Class A, Class B, and Preferred Stock will convert 1-for-1 into Newco Common Stock, subject to beneficial ownership limits (4.99%) which may trigger conversion to prefunded warrants instead.
- Options and RSUs: Outstanding JFB options and RSUs will be assumed by Newco and converted into Newco instruments at the same exercise price and quantity.
- Xtend Equity: Xtend shares will convert based on a schedule to be delivered prior to Closing. Certain Xtend options will be fully accelerated.
Termination Fees:
- Company Termination Fee: $15.0 million payable to Xtend if JFB terminates under specific conditions (e.g., failure to close by the End Date or adverse board action).
- Xtend Termination Fee: $15.0 million payable to JFB if Xtend terminates prior to the End Date.
- Minimum Cash Failure: If JFB fails the $110 million cash condition, the Xtend SAFE Investment purchase amount is reduced by $25.0 million, and the Company Termination Fee is not payable.
Guidance, Outlook, and Risks
Expected Closing:
The transaction is expected to close in the middle of 2026, subject to regulatory approvals (including CFIUS and FDI approvals), shareholder votes, and the effectiveness of the Form S-4 registration statement.
Key Risks and Contingencies:
- Regulatory Approval: Closing is contingent on Hart-Scott-Rodino waiting period expiration, CFIUS approval, and Israeli/foreign regulatory approvals.
- Financing Risk: Failure to meet the $110 million Minimum Cash Condition could result in a reduction of the investment amount or termination.
- Operational Risks: Integration difficulties, diversion of management attention, and failure to achieve expected synergies.
- Industry Risks: JFB faces risks related to construction costs, supply chain disruptions, and tariffs. Xtend faces risks related to government funding, defense contracts, and cybersecurity.
- Legal Proceedings: Potential for litigation following the announcement.
Management Commentary:
The filing includes a standard cautionary statement regarding forward-looking statements, noting that actual results may differ materially due to various uncertainties.
Investor Verification Checklist
- Minimum Cash Condition: Verify if JFB has secured the necessary warrant exercises or financing to meet the $110 million cash requirement prior to closing.
- Regulatory Approvals: Monitor the status of CFIUS and FDI approvals, which are critical closing conditions.
- Form S-4 Filing: Review the upcoming registration statement (Form S-4) for detailed risk factors, pro forma financials, and the definitive exchange ratio for Xtend shareholders.
- Termination Fee Triggers: Understand the specific scenarios under which the $15 million termination fees are triggered or waived.
- Private Placement Details: Confirm the final net proceeds and the identity of the institutional investors in the $10 million private placement.