🔖 What This Document Is

This is a Form 425 filing. Think of it as a special update a company files with the SEC when two companies are in the process of merging or combining. It’s not the final legal paperwork, but rather a communication to investors about the progress of the deal. This specific filing shares investor materials like a recorded presentation and key highlights about the planned combination.

🏢 The Two Companies Involved

In simple terms, this is a partnership between two very different businesses.

• JFB Construction Holdings (Nasdaq: JFB): A traditional U.S. company based in Florida that develops and builds real estate. They have the established public company structure and Nasdaq listing.
• XTEND: A high-tech robotics and AI company founded in Israel and now headquartered in Florida. They create advanced operating systems and drones used in dangerous situations for defense and security clients.

👉 The Big Picture: An innovative tech company (XTEND) is using the framework of an existing public construction company (JFB) to get itself listed on the U.S. stock market.

🤝 The Deal Mechanics

The two companies are not doing a typical one-buys-the-other merger. Instead, they are executing an all-stock business combination.

• Implied Value: The combined deal is valued at $1.5 billion. This number is based on the share price set for concurrent private investments.
• New Identity: After the deal closes, the new, combined company will be named "XTEND AI Robotics".
• New Ticker: It is expected to trade on a major U.S. stock exchange under the new ticker symbol "XTND".
• Ownership: Shareholders from both original JFB and XTEND will own pieces of this new, single company.

💰 The Financial Momentum & Backing

This deal is supported by concrete financials and big-name investors.

• Pipeline & Backlog: XTEND reports a $500 million sales pipeline (potential future deals) and a $71 million backlog (firm, contracted work) as of December 31, 2025. This shows current business momentum.
• Investment Commitments: The transaction is backed by $152 million in total investment commitments, with $42 million already agreed to be paid at the signing of the deal.
• Strategic Investors: The list of investors includes notable names like Eric Trump, the company Unusual Machines (NYSE: UMAC), and several venture capital groups like American Ventures and Protego Ventures.

🌍 The Market & Technology

XTEND is targeting a massive, high-stakes market with its technology.

• Target Market: They are going after an estimated $67 billion total addressable market, which includes defense, law enforcement, and private security.
• Core Technology: The heart of their business is the XTEND Operating System (XOS), a software platform that allows humans to team up with robots and drones. It gives machines "task-based autonomy."
• Proven Deployment: Their tech isn't just a concept. They have deployed over 10,000 systems across more than 30 countries and have been used in five combat zones. Their clients include the U.S. Department of War and the UK Ministry of Defence.

🔮 What's Next & Why It Matters

This filing signals that the deal is moving forward with public investor outreach.

• Immediate Step: The companies have released a pre-recorded investor call and presentation to explain the deal to the market.
• Strategic Goal: The combination aims to pair XTEND's cutting-edge AI and robotics with JFB's U.S. infrastructure and public market experience. The goal is to create a leader in the "dual-use" robotics space (tech that can be used for both military and commercial purposes).
• Key Signal: Securing $42M of the investment at signing and highlighting a $71M backlog are moves designed to show investors this is a de-risked deal with real business already in place.

⚠️ The Big Risks

The filing includes standard cautionary language about future predictions.

• Deal Uncertainty: The business combination is not yet complete and is subject to various conditions, including regulatory and shareholder approvals.
• Forward-Looking Statements: All the financial projections, market size estimates, and plans discussed are "forward-looking statements." This means they are predictions, not guarantees, and actual results could be very different due to unforeseen risks.

🧠 The Analogy

Imagine an experienced, solid construction company (JFB) that owns a prime, empty plot of land (its Nasdaq listing). It partners with a brilliant but unproven tech startup (XTEND) that has designed a revolutionary robot. Instead of the tech company building its own factory from scratch, they agree to merge. The construction company provides the land and foundation (the public shell), and the tech company provides the high-value, innovative engine (the robotics business). The end result is a new, complete, and valuable enterprise ready for the public market.

📇 Key Contacts & People

• XTEND Leadership:
  • Aviv Shapira, Chief Executive Officer and Co-Founder
  • Tal Horesh, Chief Financial Officer
• Investor & Media Relations Contacts:
  • For JFB: Mike Mason, CORE IR. Phone: 516 222 2560. Email: [email protected]
  • For XTEND Media: Sarah Small, Headline Media. Phone: 929 255 1449. Email: [email protected]
  • For XTEND Investor Relations: Shannon Devine, MZ North America. Email: [email protected]. Phone: 203-741-8811

🧩 Final Takeaway

A $1.5 billion deal is in motion to merge a Nasdaq-listed construction firm with a combat-tested AI robotics company, creating a new public entity called XTEND AI Robotics (XTND). The move is backed by significant investor money and a strong order backlog, aiming to capitalize on a huge defense and security tech market.