JFB Construction Holdings 8-K

What Happened

• JFB Construction Holdings reported that its board adopted Second Amended and Restated Bylaws effective May 18, 2026, removing language that restricted the company from accepting actions taken by written consent of stockholders.
• The company also disclosed that the required stockholder approval for its previously announced merger with Xtend Reality Expansion Ltd. (via Xtend AI Robotics, Inc. “NewCo” and a Merger Sub) was satisfied on May 19, 2026 when Joseph F. Basile, III and The Basile Family Irrevocable Trust delivered the Written Consent. The Merger Agreement was originally signed February 13, 2026 and amended March 21, 2026; the parties still expect the transaction to close in mid-2026 subject to customary closing conditions.

Key Details

• Bylaws: Second Amended and Restated Bylaws adopted May 18, 2026 (Exhibit 3.1) — removes restriction on accepting stockholder written consents.
• Merger vote: Written Consent delivered May 19, 2026 by Joseph F. Basile, III and The Basile Family Irrevocable Trust satisfied the majority-vote condition for the Merger Agreement.
• Merger timeline: Merger Agreement dated Feb 13, 2026 (amended Mar 21, 2026); closing expected mid-2026, subject to remaining conditions and regulatory steps (including the Form S-4 registration process).
• Documents: Full Merger Agreement and related documents were previously filed as exhibits to JFB’s Form 8-Ks on Feb 18 and Mar 24, 2026.

Why It Matters

• This 8-K reports two material governance milestones: (1) a bylaws change that clarifies the company can accept stockholder written consents, and (2) satisfaction of the stockholder approval condition for the announced merger with Xtend — both move the proposed transaction closer to closing.
• The transaction remains subject to other customary closing conditions and regulatory steps; investors should review the Form S-4/registration statement and the definitive information statement/prospectus (when available) for complete terms, risks and potential impacts on JFB stockholders.