{"url_path":"/sec/jfb/8-k/2026-07-16/item-9-01","section_key":"item-9-01","section_title":"Item 9.01 Financial Statements and Exhibits.**","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":1250,"has_tables":true,"body_markdown":"** **\n\n**Item\n9.01. Financial Statements and Exhibits.**\n\n** **\n\n(d)\nExhibits.\n\n \n\n**Exhibit\nNo.**\n** **\n**Description**\n\n2.1\n \n[Amendment No. 2 to Agreement and Plan of Merger, dated as of July 16, 2026, by and among JFB Construction Holdings, Xtend AI Robotics, Inc., XT Merger Sub 2, Inc. and Xtend Reality Expansion Ltd.*](ex2-1.htm)\n\n104\n \nCover\nPage Interactive Data File (embedded within the Inline XBRL document).\n\n \n\n*\nCertain schedules, annexes and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant will furnish copies\nof any such schedules, annexes and exhibits to the SEC upon request.\n\n \n\n \n\n \n\n** **\n\n**Cautionary\nStatement Regarding Forward-Looking Statements**\n\n \n\nThis\ncommunication contains, and oral statements made from time to time by our representatives may contain, forward-looking statements within\nthe meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the “Securities\nAct”), and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements generally include statements\nregarding the potential Transactions between Xtend and JFB, including statements regarding the expected impacts and benefits of the potential\nTransactions, timing of the closing of the Transactions, and strategic initiatives for Newco following the closing. All statements other\nthan statements of historical facts contained in this communication may be forward-looking statements. In some cases, you can identify\nforward-looking statements by terms such as “may,” “will,” “outlook”, “should,” “expects,”\n“plans,” “anticipates,” “could,” “intends,” “targets,” “projects,”\n“contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue”\nor the negative of these terms or other similar expressions. The forward-looking statements in this communication are only predictions.\nXtend’s and JFB’s management have based these forward-looking statements largely on their current expectations and projections\nabout future events and financial trends that management believes may affect its business, financial condition and results of operations.\nThese statements are neither promises nor guarantees and involve known and unknown risks, uncertainties and other important factors that\nmay cause actual results, performance or achievements to be materially different from what is expressed or implied by the forward-looking\nstatements, including, but not limited to: the Transactions may not be consummated; there may be difficulties with the integration and\nin realizing the expected benefits of the Transactions; Xtend and JFB may need to use resources that are needed in other parts of its\nbusiness to do so; there may be liabilities that are not known, probable or estimable at this time; the Transactions may result in the\ndiversion of management’s time and attention to issues relating to the Transactions and integration; expected synergies and operating\nefficiencies attributable to the Transactions may not be achieved within its expected time-frames or at all; there may be significant\ntransaction costs and integration costs in connection with the Transactions; the possibility that JFB will not have sufficient cash at\nclose to satisfy the minimum cash condition; unfavorable outcome of legal proceedings that may be instituted against JFB and Xtend following\nthe announcement of the Transactions; risks inherent to the business may result in additional strategic and operational risks, which\nmay impact Xtend’s, Newco’s and JFB’s risk profiles, which each company may not be able to mitigate effectively; JFB’s\nability to complete construction projects or other transactions on schedule and budget; changes in weather and occurrence of natural\ndisasters and pandemics; recent imposition of tariffs by governments on construction materials, such as steel, aluminum and lumber; disruptions\nin supply chains; increase in the cost of labor and construction materials; JFB’s ability to maintain safe work sites; Xtend’s\ndependence on a limited number of defense and governmental security customers for a substantial portion of its business; significant\ndelays or reductions in appropriations, Xtend’s programs and certain government fundings and programs more broadly, including as\na result of a prolonged continuing resolution and/or government shutdown, and/or related to the global security environment or other\nglobal events; increased competition within JFB’s and Xtend’s markets and bid protests; changes in procurement and other\nU.S. and foreign laws, including changes through executive orders, contract terms and practices applicable to our industry, findings\nby certain applicable governments as to our compliance with such requirements, more aggressive enforcement of such requirements and changes\nin Xtend’s customers’ business practices globally; the improper conduct of employees, agents, subcontractors, suppliers,\nbusiness partners or joint ventures in which Xtend participates, including the impact on Xtend’s reputation and its ability to\ndo business; cyber and other security threats or disruptions faced by Xtend and JFB, its customers or its suppliers and other partners,\nand changes in related regulations; and Xtend’s ability to innovate, develop new products and technologies, progress and benefit\nfrom digital transformation and maintain technologies to meet the needs of Xtend’s customers. In addition, a number of important\nfactors could cause JFB’s, Xtend’s or Newco’s actual future results and other future circumstances to differ materially\nfrom those expressed in any forward-looking statements, including but not limited to those important factors that will be discussed in\nthe section entitled “Risk Factors” in the registration statement on Form S-4 filed by JFB and Newco, as any such factors\nmay be updated from time to time in other filings with the SEC, including without limitation Xtend’s investor relations site at\nhttps://www.xtend.me/newsroom and JFB’s investor relations site at https://investors.jfbconstruction.net/. Forward-looking statements\nspeak only as of the date they are made and, except as may be required under applicable law, neither Xtend nor JFB undertakes any obligation\nto update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.\n\n** **\n\n**Important\nInformation for Investors and Stockholders**\n\n \n\nThis\ncommunication is for informational purposes only and is not intended to, and does not, constitute an offer to sell or the solicitation\nof an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any issuance or sale of securities in\nany jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities\nlaws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section\n10 of the Securities Act. In connection with the Transactions, Newco and JFB filed a registration statement on Form S-4, which will include\nan information statement of JFB and a preliminary prospectus of Newco. After the registration statement is declared effective, JFB will\nmail to its stockholders a definitive information statement that will form part of the registration statement. This communication is\nnot a substitute for the information statement/prospectus or registration statement or for any other document that JFB may file with\nthe SEC and send to its stockholders in connection with the Transactions. INVESTORS AND SECURITY HOLDERS OF XTEND AND JFB ARE URGED TO\nREAD THE INFORMATION STATEMENT/PROSPECTUS OR REGISTRATION STATEMENT AND ANY OTHER DOCUMENT THAT WILL BE FILED WITH THE SEC CAREFULLY\nAND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders will\nbe able to obtain free copies of the information statement/prospectus (when available) and other documents filed with the SEC by JFB\nthrough the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by JFB will be available\nfree of charge on JFB’s website at https://investors.jfbconstruction.net/.\n\n \n\n \n\n \n\n** **\n\n**SIGNATURES**\n\n \n\nPursuant\nto the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by\nthe undersigned hereunto duly authorized.\n\n \n\n \n**JFB\nCONSTRUCTION HOLDINGS**\n\n \n \n \n\nDate:\nJuly 16, 2026\nBy:\n*/s/\nJoseph F. Basile III*\n\n \n \nJoseph\nF. Basile III\n\n \n \nChief\nExecutive Officer"}