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    JFB Construction Holdings filed SEC Form 8-K: Leadership Update

    6/25/26 4:30:22 PM ET
    $JFB
    General Bldg Contractors - Nonresidential Bldgs
    Consumer Discretionary
    Get the next $JFB alert in real time by email
    false 0002024306 0002024306 2026-06-22 2026-06-22 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

     

     

     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    Washington, D.C. 20549

     

    FORM 8-K

     

    CURRENT REPORT

     

    Pursuant to Section 13 or 15(d) of the

    Securities Exchange Act of 1934

     

    Date of Report (Date of earliest event reported): June 22, 2026

     

    JFB CONSTRUCTION HOLDINGS

    (Exact name of registrant as specified in its charter)

     

    Nevada   001-42538   99-2549040
    (State or other jurisdiction   (Commission   (IRS Employer
    of incorporation)   File Number)   Identification No.)

     

    1300 S. Dixie Highway, Suite B

    Lantana, FL 33462

    (Address of principal executive offices) (Zip Code)

     

    561-582-9840

    (Registrant’s telephone number, including area code)

     

    Not Applicable

    (Former name or former address, if changed since last report)

     

    Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

     

    ☒ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
       
    ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
       
    ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
       
    ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

     

    Securities registered pursuant to Section 12(b) of the Act:

     

    Title of each class   Trading Symbol   Name of each exchange on which registered
    Class A Common Stock, $0.0001 par value   JFB   The Nasdaq Stock Market LLC

     

    Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

     

    Emerging growth company ☒

     

    If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

     

     

     

     

     

     

    Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

     

    (e) Compensatory Arrangements of Certain Officers.

     

    On June 22, 2026, 25,000 shares of common stock, par value $0.0001 per share, of JFB Construction Holdings (the “Company”) were issued to Bill Dyer, the Company’s Chief Operating Officer, as a transaction achievement bonus pursuant to the Company’s 2024 equity incentive plan (the “Plan”). The award was approved and authorized by the board of directors of the Company (the “Board”), acting by unanimous written consent in lieu of a meeting on June 16, 2026, pursuant to which the Board approved the issuance of such shares (the “Bonus Shares”) to Mr. Dyer. The Bonus Shares were granted in connection with the Company’s entry into that certain agreement and plan of merger, dated as of February 13, 2026, by and among XTEND Reality Expansion Ltd., the Company, and the other parties thereto.

     

     

     

     

    SIGNATURES

     

    Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

     

      JFB CONSTRUCTION HOLDINGS
         
    Date: June 25, 2026 By: /s/ Joseph F. Basile, III
        Joseph F. Basile, III
        Chief Executive Officer

     

     

     

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