JFB Construction Holdings Files 425 for Business Combination

TL;DR

**JFB Construction Holdings just filed a 425, hinting at a potential merger or acquisition.**

AI Summary

This 425 filing from JFB Construction Holdings, filed on March 25, 2026, is a communication related to a business combination. It indicates that JFB Construction Holdings, a Nevada-incorporated company with CIK 0002024306, is the subject of this filing. This matters to investors because 425 filings often precede or accompany significant corporate actions like mergers or acquisitions, which can drastically impact a stock's value and future prospects.

Why It Matters

This filing signals that JFB Construction Holdings is involved in a business combination, which could lead to changes in the company's structure, operations, and ultimately, its stock price.

Risk Assessment

Risk Level: medium — Business combinations carry inherent risks and opportunities, making the future outlook for the stock uncertain until more details are disclosed.

Analyst Insight

A smart investor would monitor JFB Construction Holdings for subsequent filings (like S-4 or 8-K) that will provide specific details about the business combination, including terms, parties involved, and potential financial impacts, before making any investment decisions.

Key Numbers

• 2026-03-25 — Filing Date (The date this 425 filing was submitted to the SEC.)
• 001-42538 — File Number (The SEC file number associated with this specific filing.)
• 1540 — SIC Code (Standard Industrial Classification for General Bldg Contractors - Nonresidential Bldgs.)

Key Players & Entities

• JFB Construction Holdings (company) — the subject and filer of this 425 filing
• 0002024306 (company) — CIK for JFB Construction Holdings
• NV (company) — State of Incorporation for JFB Construction Holdings
• 992549040 (company) — EIN for JFB Construction Holdings
• 1300 S. DIXIE HIGHWAY SUITE B LANTANA FL 33462 (company) — Mailing and Business Address for JFB Construction Holdings

Forward-Looking Statements

• More detailed information regarding the nature of the business combination will be disclosed in subsequent filings. (JFB Construction Holdings) — high confidence, target: 2026-06-25

FAQ

Key Financial Figures

• $1.5 billion — to consummate its previously announced $1.5 billion all-stock business combination. The For

Filing Documents

• form425.htm (425) — 23KB
• 0001493152-26-012575.txt ( ) — 24KB

From the Filing

Filed by JFB Construction Holdings Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Commission File No.: 001-42538 The following communication was first made available on March 25, 2026. Dear Stockholder, We are pleased to inform you that the Board of Directors of JFB Construction Holdings (the “Company”) approved a 2-for-1 forward stock split of our outstanding common stock (the “Forward Split”), as announced on March 10, 2026. Purpose of the Forward Split The Forward Split represents a proactive and strategic step as the Company to consummate its previously announced $1.5 billion all-stock business combination. The Forward Split is intended to enhance trading liquidity and align the Company’s capital structure in connection with the pending business combination. Key Details Split Ratio: 2-for-1 Record Date: March 23, 2026 Effective Date: March 24, 2026 What This Means for You On the Effective Date, each stockholder of record will receive one additional share for every share held. For example, if you held 100 shares before the Record Date, you will hold 200 shares on the Effective Date. The total market value of your holding immediately before and after the Forward Split will remain the same, as the share price will adjust proportionally. Action Required Stockholders who are holding their shares in electronic form at brokerage firms do not need to take any action, as the effect of the Forward Split will automatically be reflected in their brokerage accounts. Tax Consequences Generally, a forward stock split is not a taxable event for U.S. stockholders. You should consult your tax advisor regarding your specific situation. Questions If you have questions, please contact our transfer agent, ClearTrust, LLC at (813) 235-4490 or Inbox@ClearTrustTransfer.com. Thank you for your continued support and investment in JFB Construction Holdings. Sincerely, Joseph F. Basile III Chief Executive Officer JFB Construction Holdings Cautionary Note Regarding Forward-Looking Statements This communication contains, and oral statements made from time to time by our representatives may contain, forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements generally include statements regarding the potential transaction between Xtend Reality Expansion Ltd. (“Xtend”) and JFB Construction Holdings (“JFB”), including statements regarding the expected impacts and benefits of the potential transaction, timing of the transaction closing, and strategic initiatives for Xtend AI Robotics, Inc. (“NewCo”) following the closing. All statements other than statements of historical facts contained in this communication may be forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “outlook”, “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “targets,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other similar expressions. The forward-looking statements in this communication are only predictions. Xtend’s and JFB’s management have based these forward-looking statements largely on their current expectations and projections about future events and financial trends that management believes may affect its business, financial condition and results of operations. These statements are neither promises nor guarantees and involve known and unknown risks, uncertainties and other important factors that may cause actual results, performance or achievements to be materially different from what is expressed or implied by the forward-looking statements, including, but not limited to: the transaction may not be consummated; there may be difficulties with the integration and in realizing the expected benefits of the transaction; Xtend and JFB may need to use resources that are needed in other parts of its business to do so; there may be liabilities that are not known, probable or estimable at this time; the transaction may result in the diversion of management’s time and attention to issues relating to the transaction and integration; expected synergies and operating efficiencies attributable to the transaction may not be achieved within its expected time-frames or at all; there may be significant transaction costs and integration costs in connection wit

View Full Filing

View this 425 filing on SEC EDGAR