{"url_path":"/sec/jfb/8-k/2026-07-16/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-16","source_url":"https://www.sec.gov/Archives/edgar/data/2024306/0001493152-26-033558-index.html","accession_number":"0001493152-26-033558","cik":"0002024306","ticker":"JFB","issuer_name":"JFB Construction Holdings","edgar_url":"https://www.sec.gov/Archives/edgar/data/2024306/0001493152-26-033558-index.html","primary_entity_key":"0002024306","primary_entity_name":"JFB Construction Holdings"},"word_count":1078,"has_tables":true,"body_markdown":"** **\n\n \n\n** **\n\n \n\n \n\n** **\n\n**Item\n1.01. Entry into a Material Definitive Agreement.**\n\n \n\n*Amendment\nto Merger Agreement*\n\n* *\n\nOn\nJuly 16, 2026, JFB Construction Holdings (the “Company” or “JFB”), Xtend AI Robotics, Inc., a Delaware corporation\n(“Newco”), XT Merger Sub 2, Inc., a Nevada corporation and a direct, wholly-owned subsidiary of Newco (“Merger Sub\n2”), and Xtend Reality Expansion Ltd., a company organized under the laws of the State of Israel (“Xtend”), entered\ninto an Amendment (the “Amendment”) to the Agreement and Plan of Merger dated February 13, 2026 (as amended on March 21,\n2026, the “Merger Agreement”) by and among the Company, Newco, Merger Sub 2, and Xtend, pursuant to which (i) an Israeli\nshell company formed by Newco prior to the closing of the transactions contemplated by the Merger Agreement under the laws of the State\nof Israel as a direct, wholly-owned subsidiary of Newco will merge with and into Xtend (the “Xtend Merger”) with Xtend surviving\nas a direct, wholly-owned subsidiary of Newco and (ii) immediately after the Xtend Merger, Merger Sub 2 will merge with and into the\nCompany (the “Company Merger” and together with the Xtend Merger, the “Mergers”) with the Company surviving as\na direct, wholly-owned subsidiary of Newco (the transactions described in the foregoing, collectively, the “Transactions”).\n\n \n\nThe\nAmendment amends the Merger Agreement to, among other things, (i) shorten the timeframe pursuant to which Xtend shall deliver to Newco\nthe consideration schedule (the “consideration schedule”) setting forth the number of shares of Newco common stock shares\nof Newco common stock that each outstanding share of Xtend will convert into from five to three business days, (ii) shorten the timeframe\npursuant to which the Company shall deliver to Xtend certain Company cash and capitalization info in connection with Xtend’s preparation\nof the considerations schedule from seven to five business days, (iii) add a provision restricting Newco, for six months following the\nClosing (as defined in the Merger Agreement), from issuing shares of Newco common stock in a capital raise or similar financing at a\nprice of less than $6.00 per share, (iv) update the definition of “Closing Cash” to be the sum of Pubco’s balance of\ncash immediately prior to the Closing and the aggregate amount of cash held at least five business days prior to the Closing by an escrow\naccount or trust account, subject to certain conditions regarding withdrawal and release of such funds, (v) lower the “Closing\nCash” minimum condition threshold to $60,000,000 from $110,000,000, (vi) extend the outside date for the closing under the Merger\nAgreement to October 31, 2026, subject to up to two three-month extensions in certain circumstances, (vii) replace references to “NASDAQ”\nin the Merger Agreement with “NYSE,” and (viii) amend and restate the form of post-Closing Newco amended and restated bylaws\nin their entirety (the “A&R Bylaws”), as further described below.\n\n \n\nConcurrently\nwith execution of the Amendment, an amended and restated Pubco Investor Support Agreement (the “A&R Support Agreement”),\nwas executed by Xtend and American Ventures LLC, Series XIV JFB (the “Shareholder”). Under the A&R Support Agreement,\namong other things, (a) the Shareholder agreed to (i) certain transfer restrictions on its shares of the Company’s capital stock\nprior to obtaining the requisite stockholder approval, (ii) a 180-day lock-up period following the closing of the Transactions with respect\nto shares of Newco common stock issued in connection with the Transactions (subject to certain exceptions, including transfers that do\nnot exceed a specified volume limitation and are made at a price above a specified minimum price of $3.10 per share), (iii) vote its\nshares in favor of the transactions contemplated by the Merger Agreement, (iv) deliver a notice of exercise of its outstanding warrants\nto purchase shares of the Company’s Class A common stock and fund the aggregate exercise price into escrow at least seven business\ndays prior to the Closing, (b) Newco agreed not to waive, amend, or repeal the lock-up restrictions applicable to other stockholders\nunder the A&R Bylaws without the Shareholder’s prior written consent, and (c) the parties agreed that unexercised warrants\nheld by the Shareholder at Closing shall be deemed cashless exercised at a value of $6.3391 per share of the Company’s Class A\ncommon stock, subject to a cap of 6,999,928 shares of Newco common stock. The exercise of such warrants at Closing by the Shareholder\nis expected to satisfy the “Closing Cash” condition set forth in the Merger Agreement, as amended by the Amendment.\n\n \n\n \n\n \n\n \n\nThe\nAmendment also provides that the A&R Bylaws will become effective upon Closing. Among other things, the A&R Bylaws (a) add a\nnew lock-up provision restricting the transfer of shares of Newco common stock issued in connection with the Transactions (other than\ncertain excluded shares) for a lock-up period beginning on the closing date and ending 270 days thereafter, subject to (i) customary\nexceptions, including transfers for estate planning purposes, transfers to affiliates, transfers in connection with a subsequent liquidation,\nmerger, stock exchange or similar transaction, and transfers approved by the board of directors of Newco, and (ii) a coordinated sale\nprocess permitting limited sales of locked-up shares through one or more designated brokers following the initial 180-day portion of\nthe lock-up period, subject to a periodic sales limitation of 25% of a holder’s base holdings per 30-day measurement period and\n(b) provide that the board of directors of Newco may waive, amend, or repeal these lock-up restrictions, subject to any written agreement\nentered into by Newco imposing limitations thereon (including the A&R Support Agreement), provided that any such waiver, amendment,\nrepeal, or release is applied on a pro rata or other uniform basis among holders of locked-up shares. Such lock-up restrictions do not\napply to shares of Newco common stock held by the Shareholder or its affiliates and transferees, whose transfer restrictions are instead\ngoverned exclusively by the A&R Support Agreement..\n\n \n\nExcept\nas modified by the Amendment, the terms of the Merger Agreement, in the form filed by the Company as Exhibit 2.1 to the Current Report\non Form 8-K filed by the Company on February 13, 2026 with the U.S. Securities and Exchange Commission (the “SEC”) and as\nExhibit 2.1 to the Current Report on Form 8-K filed by the Company on March 24, 2026 with the SEC, are unchanged.\n\n \n\nThe\nforegoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text\nof the Amendment, which is attached hereto as Exhibit 2.1 and is incorporated by reference herein."}