JFB Construction Holdings Files S-1/A Amendment

TL;DR

JFB Construction Holdings IPO update filed 2/7/25. Looks like they're still on track.

AI Summary

JFB Construction Holdings filed an S-1/A amendment on February 7, 2025, for its initial public offering. The company, incorporated in Nevada, is a general building contractor for nonresidential buildings. Its principal executive offices are located at 1300 S. Dixie Highway, Suite B, Lantana, FL 33462, with a business phone number of 561-582-9840. Joseph F. Basile III is the Chief Executive Officer.

Why It Matters

This filing indicates JFB Construction Holdings is moving forward with its plans to become a publicly traded company, which could provide it with capital for expansion or other strategic initiatives.

Risk Assessment

Risk Level: medium — As an S-1/A filing, it represents a company seeking to go public, which inherently carries risks associated with market reception and operational execution.

Key Numbers

• 333-283106 — SEC File Number (Identifies the specific registration filing with the SEC.)
• 20250207 — Filing Date (Indicates when this amendment to the registration statement was submitted.)

Key Players & Entities

• JFB Construction Holdings (company) — Registrant
• 20250207 (date) — Filing Date
• 333-283106 (registration_number) — SEC Registration Number
• 1540 (sic_code) — Standard Industrial Classification Code
• NV (state) — State of Incorporation
• 1231 (fiscal_year_end) — Fiscal Year End
• 1300 S. DIXIE HIGHWAY, SUITE B, LANTANA, FL 33462 (address) — Principal Executive Offices
• 5615829840 (phone_number) — Business Phone Number
• Joseph F. Basile III (person) — Chief Executive Officer
• Gina Austin (person) — Legal Counsel

FAQ

Key Financial Figures

• $0.0001 — of our Class A common stock, par value $0.0001 (“Class A Common Stock”), a
• $4 — . The public offering price per Unit is $4.125, for gross offering proceeds of $5,
• $5,156,250 — $4.125, for gross offering proceeds of $5,156,250. Each Warrant will have an exercise pri
• $5.50 — Warrant will have an exercise price of $5.50 (133% of the public offering price per
• $773,437 — ll receive additional gross proceeds of $773,437.50, less a 7.5% discount to the underwr
• $ — he United States of America. “US$,” “U.S. dollars,” &ld
• $1.5 — al construction contract valued between $1.5-2 million, with an anticipated completi

Filing Documents

• forms-1a.htm (S-1/A) — 1875KB
• ex5-1.htm (EX-5.1) — 22KB
• ex23-3.htm (EX-23.3) — 5KB
• formdrs_001.jpg (GRAPHIC) — 5KB
• formdrs_002.jpg (GRAPHIC) — 3KB
• aud_001.jpg (GRAPHIC) — 7KB
• formdrs_003.jpg (GRAPHIC) — 4KB
• formdrs_004.jpg (GRAPHIC) — 9KB
• 0001493152-25-005258.txt ( ) — 1941KB

Underwriting

Underwriting discounts and commissions do not include a non-accountable expense allowance equal to 0.5% of the initial public offering price payable to the underwriters. In addition, we have agreed to issue an option to purchase up to 125,000 Units (the “Representative’s Units”) to the representative of the underwriters as a portion of the underwriting compensation payable to the underwriters in connection with this offering. Each Representative’s Unit consists of one share of Class A common stock and one warrant (the “Representative’s Warrants”) to purchase one share of Class A common stock. The registration statement, of which this prospectus is a part, also registers for sale the shares of Class A common stock and the shares of Class A common stock underlying the Representative’s Warrants of the Representative’s Units. The Unit Purchase Option shall have an exercise price equal to 125% of the offering price of the Units sold in this offering .We refer you to “Underwriting” beginning on page 68 of this prospectus for additional information regarding underwriting compensation. (2) We have granted a 45-day option to the representative of the Underwriters to purchase up to an additional 187,500 Units and/or the shares of Class A Common Stock and/or Warrants underlying such Units, on the same terms and conditions as set forth above solely to cover over-allotments, if any. If such over-allotment option is fully exercised, we will receive additional gross proceeds of $773,437.50, less a 7.5% discount to the underwriters before expenses. See “Underwriting” beginning on page 68 for more information. The underwriters are offering the units for sale on a firm commitment basis. The Underwriters expect to deliver the Units to purchasers on or about , 2025 through the book-entry facilities of The Depository Trust Company. Bookrunner KINGSWOOD CAPITAL PARTNERS LLC The date of this prospectu

RISK FACTORS

RISK FACTORS 11 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 26 INDUSTRY AND MARKET DATA 27

USE OF PROCEEDS

USE OF PROCEEDS 27 DIVIDEND POLICY 28 CAPITALIZATION 28

DILUTION

DILUTION 30 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 31

BUSINESS

BUSINESS 38 MANAGEMENT 48 EXECUTIVE AND DIRECTOR COMPENSATION 53 PRINCIPAL STOCKHOLDERS 57 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 59

DESCRIPTION OF CAPITAL STOCK

DESCRIPTION OF CAPITAL STOCK 61 SHARES ELIGIBLE FOR FUTURE SALE 63 MATERIAL U.S. FEDERAL TAX CONSIDERATIONS TO HOLDERS OF OUR CLASS A COMMON STOCK AND WARRANTS 65

UNDERWRITING

UNDERWRITING 68 EXPERTS 72 LEGAL MATTERS 72 WHERE YOU CAN FIND MORE INFORMATION 72 INDEX TO FINANCIAL STATEMENTS F-1 You should rely only on the information contained in this prospectus. We have not authorized any other person to provide you with information different from or in addition to that contained in this prospectus. If anyone provides you with different or inconsistent information, you should not rely on it. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give to you. We are not making an offer to sell these securities in any jurisdiction where an offer or sale is not permitted. You should assume that the information appearing in this prospectus is accurate only as of the date on the front cover of this prospectus. Our business, financial condition, results of operations and prospects may have changed since that date. iii ABOUT THIS PROSPECTUS Unless otherwise indicated, in this prospectus, the following terms shall have the meaning set out below: “ASC” Accounting Standards Codification. “ASC 606” Refers to an accounting standard which directs entities to recognize revenue when the promised goods or services are transferred to the customer. “Class A Common Stock” Class A common stock, par value $0.0001 per share, of JFB Construction Holdings “Class B Common Stock” Class B common stock, par value $0.0001 per share, of JFB Construction Holdings “Code” The Internal Revenue Code. “Common Stock” Class A and Class B common stock, par value $0.0001 per share, of JFB Construction Holdings “Controlling Shareholder” Mr. Joseph F. Basile III. “Exchange Act” Securities and Exchange Act of 1934, as amended. “FINRA” Financial Industry Regulatory Authority, Inc. “Fiscal 2022” The 12 months ended December 31, 2022. &ld

View Full Filing

View this S-1/A filing on SEC EDGAR