JFB Construction Holdings 8-K

What Happened

• JFB Construction Holdings (JFB) entered into an Agreement and Plan of Merger dated February 13, 2026 with Xtend Reality Expansion Ltd. and related NewCo merger parties to combine JFB and Xtend into a newly formed public company (Newco). The Merger Agreement contemplates two sequential mergers, with JFB becoming a direct, wholly‑owned subsidiary of Newco upon closing, which is expected in mid‑2026 subject to customary conditions and regulatory approvals.
• Concurrently, JFB completed a private placement that closed February 18, 2026, selling 802,000 shares at $12.50 per share for approximately $10.0 million gross (about $9.2 million net). The filing also reflects JFB’s entry into a $30.22 million Simple Agreement for Future Equity (SAFE) with Xtend as part of the transaction structure.

Key Details

• Pro forma ownership at closing: Xtend shareholders will own at least 70.5% of Newco, JFB stockholders about 19.9%, and ~9.6% of Newco’s shares reserved for equity incentive plans (subject to adjustment).
• Equity treatment: Each outstanding JFB common share converts into one share of Newco common stock; JFB options/RSUs will be assumed or converted into Newco awards. Xtend options will be converted using a specified exchange ratio, with certain Xtend options accelerated.
• Earnout and potential dilution: Newco may issue up to 20,000,000 additional shares to former Xtend stockholders if earnout conditions for FY2026 and FY2027 are met.
• Closing conditions and cash requirement: Closing is subject to HSR, CFIUS, FDI, Israeli and other regulatory approvals, effectiveness of a Form S-4 registration statement, Nasdaq listing (ticker reserved “XTND”) and a Minimum Cash Condition requiring JFB to have at least $110 million cash at closing (expected to be met via warrant exercises).
• Termination and fees: Either party may terminate for customary reasons; a $15.0 million termination fee is payable in certain circumstances. If JFB fails the Minimum Cash Condition, the Xtend SAFE purchase amount will be reduced by $25.0 million (and the termination fee would not be payable).

Why It Matters

• This is a transformational merger that would create a Nasdaq‑listed public company (Newco) combining JFB and Xtend, materially changing capital structure and ownership (Xtend majority, JFB minority). That affects JFB stockholders’ stake (projected ~19.9% pro forma) and could introduce significant dilution depending on earnouts, SAFE conversions and incentive plan issuances.
• The transaction hinges on multiple regulatory approvals and a substantial $110M minimum cash requirement for JFB at close—if that cash threshold or approvals are not met, the deal terms include adjustments to SAFE funding and potential termination fees. The recently closed $10M private placement provides near‑term liquidity but is only a portion of the stated cash requirement.
• The filing also includes an indemnification agreement for Joseph F. Basile III effective on closing, which may shift certain contractual liabilities to the company post‑closing. Investors should review the forthcoming Form S-4 and related documents for full terms, risks and the expected timing of the closing.