03/24/2026 | Press release | Distributed by Public on 03/24/2026 15:15
Item 1.01. Entry into a Material Definitive Agreement.
Amendment to Merger Agreement
On March 21, 2026, JFB Construction Holdings (the "Company" or "JFB"), Xtend AI Robotics, Inc., a Delaware corporation ("Newco"), XT Merger Sub 2, Inc., a Nevada corporation and a direct, wholly-owned subsidiary of Newco ("Merger Sub 2"), and Xtend Reality Expansion Ltd., a company organized under the laws of the State of Israel ("Xtend"), entered into an Amendment (the "Amendment") to the Agreement and Plan of Merger (the "Merger Agreement") by and among the Company, Newco, Merger Sub 2, and Xtend, pursuant to which (i) an Israeli shell company formed by Newco prior to the closing of the transactions contemplated by the Merger Agreement under the laws of the State of Israel as a direct, wholly-owned subsidiary of Newco will merge with and into Xtend (the "Xtend Merger") with Xtend surviving as a direct, wholly-owned subsidiary of Newco and (ii) immediately after the Xtend Merger, Merger Sub 2 will merge with and into the Company (the "Company Merger" and together with the Xtend Merger, the "Mergers") with the Company surviving as a direct, wholly-owned subsidiary of Newco (the transactions described in the foregoing, collectively, the "Transactions").
The Amendment amends the Merger Agreement, Annex B of the Merger Agreement (the "Company Shareholder Support Agreement"), and Annex D-2 of the Merger Agreement to take into account the effect of the Forward Split (as defined below) and to correct certain provisions regarding purchase price adjustments and the share price threshold applicable to the trading restrictions in the Company Shareholder Support Agreement.
The Amendment also provides that the general meeting of the shareholders of Xtend for the purpose of voting upon the approval of the Merger Agreement and the applicable Transactions will be held in no event later than ten business days following the effectiveness of the registration statement on Form S-4 to register the Newco common stock to be issued pursuant to the Mergers with the U.S. Securities and Exchange Commission (the "SEC").
Except as 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 on Form 8-K filed by the Company on February 13, 2026 with the SEC is unchanged.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is attached hereto as Exhibit 2.1 and is incorporated by reference herein.