JFB Construction Holdings

Item 1.01. Entry into a Material Definitive Agreement. Amendment to Merger Agreement On July 16, 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 dated February 13, 2026 (as amended on March 21, 2026, 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 to, among other things, (i) shorten the timeframe pursuant to which Xtend shall deliver to Newco the consideration schedule (the “consideration schedule”) setting forth the number of shares of Newco common stock shares of Newco common stock that each outstanding share of Xtend will convert into from five to three business days, (ii) shorten the timeframe pursuant to which the Company shall deliver to Xtend certain Company cash and capitalization info in connection with Xtend’s preparation of the considerations schedule from seven to five business days, (iii) add a provision restricting Newco, for six months following the Closing (as defined in the Merger Agreement), from issuing shares of Newco common stock in a capital raise or similar financing at a price of less than $6.00 per share, (iv) update the definition of “Closing Cash” to be the sum of Pubco’s balance of cash immediately prior to the Closing and the aggregate amount of cash held at least five business days prior to the Closing by an escrow account or trust account, subject to certain conditions regarding withdrawal and release of such funds, (v) lower the “Closing Cash” minimum condition threshold to $60,000,000 from $110,000,000, (vi) extend the outside date for the closing under the Merger Agreement to October 31, 2026, subject to up to two three-month extensions in certain circumstances, (vii) replace references to “NASDAQ” in the Merger Agreement with “NYSE,” and (viii) amend and restate the form of post-Closing Newco amended and restated bylaws in their entirety (the “A&R Bylaws”), as further described below. Concurrently with execution of the Amendment, an amended and restated Pubco Investor Support Agreement (the “A&R Support Agreement”), was executed by Xtend and American Ventures LLC, Series XIV JFB (the “Shareholder”). Under the A&R Support Agreement, among other things, (a) the Shareholder agreed to (i) certain transfer restrictions on its shares of the Company’s capital stock prior to obtaining the requisite stockholder approval, (ii) a 180-day lock-up period following the closing of the Transactions with respect to shares of Newco common stock issued in connection with the Transactions (subject to certain exceptions, including transfers that do not exceed a specified volume limitation and are made at a price above a specified minimum price of $3.10 per share), (iii) vote its shares in favor of the transactions contemplated by the Merger Agreement, (iv) deliver a notice of exercise of its outstanding warrants to purchase shares of the Company’s Class A common stock and fund the aggregate exercise price into escrow at least seven business days prior to the Closing, (b) Newco agreed not to waive, amend, or repeal the lock-up restrictions applicable to other stockholders under the A&R Bylaws without the Shareholder’s prior written consent, and (c) the parties agreed that unexercised warrants held by the Shareholder at Closing shall be deemed cashless exercised at a value of $6.3391 per share of the Company’s Class A common stock, subject to a cap of 6,999,928 shares of Newco common stock. The exercise of such warrants at Closing by the Shareholder is expected to satisfy the “Closing Cash” condition set forth in the Merger Agreement, as amended by the Amendment. The Amendment also provides that the A&R Bylaws will become effective upon Closing. Among other things, the A&R Bylaws (a) add a new lock-up provision restricting the transfer of shares of Newco common stock issued in connection with the Transactions (other than certain excluded shares) for a lock-up period beginning on the closing date and ending 270 days thereafter, subject to (i) customary exceptions, including transfers for estate planning purposes, transfers to affiliates, transfers in connection with a subsequent liquidation, merger, stock exchange or similar transaction, and transfers approved by the board of directors of Newco, and (ii) a coordinated sale process permitting limited sales of locked-up shares through one or more designated brokers following the initial 180-day portion of the lock-up period, subject to a periodic sales limitation of 25% of a holder’s base holdings per 30-day measurement period and (b) provide that the board of directors of Newco may waive, amend, or repeal these lock-up restrictions, subject to any written agreement entered into by Newco imposing limitations thereon (including the A&R Support Agreement), provided that any such waiver, amendment, repeal, or release is applied on a pro rata or other uniform basis among holders of locked-up shares. Such lock-up restrictions do not apply to shares of Newco common stock held by the Shareholder or its affiliates and transferees, whose transfer restrictions are instead governed exclusively by the A&R Support Agreement.. 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 U.S. Securities and Exchange Commission (the “SEC”) and as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company on March 24, 2026 with the SEC, are 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.