SEC Form 425 filed by JFB Construction Holdings
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): April 28, 2026
JFB CONSTRUCTION HOLDINGS
(Exact name of registrant as specified in its charter)
| Nevada | 001-42538 | 99-2549040 | ||
| (State or other jurisdiction | (Commission | (I. R. S. Employer | ||
| of incorporation) | File Number) | Identification No.) |
1300 S. Dixie Highway, Suite B
Lantana, FL 33462
(Address of principal executive offices, including 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:
| ☒ | 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(s) | 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.
On April 28, 2026, JFB Construction Holdings (the “Company”), upon recommendation of the Compensation Committee of the Board of Directors (the “Board”) and approval of the Board, authorized the award of a transaction achievement bonus to Ruben Calderon, the Company’s Chief Financial Officer, in the amount of 100,000 shares of the Company’s common stock, par value $0.0001 (the “Award Shares”), to be granted under the Company’s 2024 equity incentive plan, granted in connection with the Company’s entry into that certain Agreement and Plan of Merger, dated as of February 13, 2026 with XTEND Reality Expansion Ltd. and certain other parties thereto. The Award Shares were issued on April 30, 2026.
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: May 4, 2026 | By: | /s/ Joseph F. Basile, III |
| Joseph F. Basile, III | ||
| Chief Executive Officer | ||