UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 14C

Information Statement Pursuant to Section 14(c) of the

Securities Exchange Act of 1934

 

 

Check the appropriate box:

 

☐	Preliminary Information Statement

 

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2))

 

☒	Definitive Information Statement

JFB CONSTRUCTION HOLDINGS

(Name of Registrant as Specified in its Charter)

Payment of Filing Fee (Check all boxes that apply):

 

☐	No fee required

 

☒	Fee paid previously with preliminary materials

 

☐	Fee computed on table in exhibit required by Item 25(b) of Schedule 14A (17 CFR 240.14a-101) per Item 1 of this Schedule and Exchange Act Rules 14c-5(g) and 0-11.

 

 

INFORMATION STATEMENT/PROSPECTUS AND NOTICE OF ACTION BY WRITTEN CONSENT

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY

TO THE STOCKHOLDERS OF JFB CONSTRUCTION HOLDINGS

August 11, 2026

To Our Stockholders:

On behalf of the board of directors of JFB Construction Holdings, a Nevada corporation, or JFB, we are pleased to enclose the information statement/prospectus relating to the proposed transaction between JFB and Xtend Reality Expansion Ltd., a company organized under the laws of the State of Israel, or Xtend, pursuant to which Xtend and JFB propose to combine the businesses of JFB and Xtend, which combined business will be managed by a new publicly listed company named Xtend AI Robotics, Inc., a Delaware corporation, or New PubCo, which will be implemented through a sequence of mergers.

On February 13, 2026, JFB, Xtend, New PubCo and XT Merger Sub 2, Inc., a Nevada corporation and a direct, wholly owned subsidiary of New PubCo, or Merger Sub II, entered into an agreement and plan of merger, which, as the same may be amended from time to time, we refer to as the “merger agreement.” Subject to the terms and conditions set forth in the merger agreement, (i) XOS Robotics Ltd, an Israeli shell company formed by New PubCo under the laws of the State of Israel as a direct, wholly-owned subsidiary of New PubCo, or Merger Sub I, will merge with and into Xtend, or the Xtend Merger, with Xtend surviving as a direct, wholly-owned subsidiary of New PubCo and (ii) immediately after the Xtend Merger, Merger Sub II will merge with and into JFB, or the redomestication and together with the Xtend Merger, the mergers, with JFB surviving as a direct, wholly-owned subsidiary of New PubCo. Xtend and JFB will be owned and managed by New PubCo once the mergers are consummated. As a result of the redomestication, each outstanding share of JFB Class A common stock and JFB Class B common stock issued and outstanding immediately prior to the effective time of the redomestication, except for any cancelled JFB shares, will, in each case, be converted automatically into the right to receive one share of New PubCo common stock. Each share of JFB Series C preferred stock outstanding immediately prior to the redomestication will convert into 3.676 shares of JFB Class A common stock, each of which will then convert into the right to receive an equal number of shares of New PubCo common stock, subject to certain limitations. As a result of the Xtend Merger, each outstanding Xtend ordinary share (including the outstanding Xtend preferred shares and Xtend Simple Agreements for Future Equity, or Xtend SAFEs (other than those owned by JFB), which will convert into Xtend ordinary shares immediately prior to the closing of the Xtend Merger), will, in each case, be converted automatically into the right to receive a number of shares of New PubCo common stock equal to an exchange ratio to be calculated in accordance with the merger agreement, or the exchange ratio; for illustrative purposes only, if the “adjustment amount” (as defined in the merger agreement) equals zero and the mergers had occurred on July 24, 2026, then the exchange ratio would have equaled approximately 1.36, or the illustrative exchange ratio.

On March 21, 2026, JFB, Xtend, New PubCo and Merger Sub II entered into an amendment to the merger agreement, or the merger agreement amendment. The merger agreement amendment amends the merger agreement, the Xtend Support Agreements (as defined below), and Annex D-2 of the merger agreement, or the Form of SAFE 2, to take into account the effect of a forward stock split of the issued and outstanding shares of JFB common stock at a ratio of 2-for-1, or the Forward Split, which occurred on March 25, 2026, and to correct certain provisions regarding purchase price adjustments. The merger agreement amendment further provides that the general meeting of the shareholders of Xtend for the purpose of voting upon the approval of the merger agreement and the transactions contemplated by the merger agreement will be held in no event later than ten business days following the effectiveness of this registration statement on Form S-4.

On July 16, 2026, JFB, Xtend, New PubCo and Merger Sub II entered into a second amendment to the merger agreement, or the second merger agreement amendment. The second merger agreement amendment amends the merger agreement, the JFB Support Agreements (as defined below), and Annex C-1 of the merger agreement, to take into account certain modifications to the exercise and conversion of the JFB common stock purchase warrants (as defined below). Pursuant to the second merger agreement amendment, American Ventures LLC, Series XIV JFB has agreed that to the extent they do not cash exercise their respective JFB common stock purchase warrants upon consummation of the mergers, each such JFB common stock purchase warrant shall be deemed to be cashlessly exercised at a value of $6.3391 per share (provided, that not more than 6,999,928 shares of New PubCo common stock shall be subject to deemed cashless exercise). Any JFB common stock purchase warrant that are neither cash exercised nor so deemed cashless exercised will be canceled for no additional consideration.

Upon consummation of the mergers, shareholders of Xtend are expected to collectively beneficially own approximately 89.65% of the voting power of New PubCo and 80.80% of the economic interests in New PubCo and stockholders of JFB are expected to beneficially own approximately 10.35% of the voting power of New PubCo and 19.20% of the economic interests in New PubCo, in each case, on a fully diluted basis, excluding amounts reserved under the New PubCo equity incentive plan. The economic interest of stockholders of JFB is based on the number of shares of New PubCo common stock and shares of New PubCo common stock underlying pre-funded warrants expected to be issued to stockholders of JFB upon the closing of the mergers, or the Closing. Holders of JFB Series C preferred stock and JFB common stock purchase warrants will not acquire more than 4.99% of the outstanding shares of New PubCo common stock. To the extent a holder of JFB Series C preferred stock or JFB common stock purchase warrants would otherwise acquire a greater percentage of New PubCo common stock, such holder will instead receive pre-funded warrants exercisable for New PubCo common stock which shall be subject to a 4.99% beneficial ownership cap. A copy of the Form of New PubCo Pre-Funded Warrant is attached as Annex I to this information statement/prospectus. The foregoing assumes that JFB’s and Xtend’s respective capitalization at the Closing is the same as it was on July 24, 2026, including the shares underlying options exercisable within 60 days of such date, and no adjustment amount shall apply at Closing (percentages may not sum to 100% due to rounding). The parties have mutually agreed to cause the shares of New PubCo common stock to be issued in connection with the mergers to be approved for listing on the New York Stock Exchange, or NYSE, under the ticker symbol “XTND.” If the mergers are consummated, the JFB Class A common stock will be delisted from Nasdaq, JFB will deregister under the U.S. Securities Exchange Act of 1934, as amended, or the Exchange Act, and cease to be publicly traded.

The board of directors of JFB, or the JFB Board, adopted resolutions by unanimous written consent pursuant to which the JFB Board (i) determined that the mergers and the other transactions contemplated by the merger agreement were advisable and fair to, and in the best interests of, JFB and its stockholders; (ii) approved and declared advisable the merger agreement, the mergers and the other transactions contemplated thereby; (iii) authorized management to execute the merger agreement on behalf of JFB; and (iv) recommended that JFB

 

stockholders adopt the merger agreement, which approval was subsequently obtained by written consent of the holders of a majority of the voting power of the shares of JFB common stock entitled to vote on such matters.

The adoption of the merger agreement and, therefore, the approval of the mergers, required the affirmative vote of holders of a majority of the voting power of the shares of JFB common stock entitled to vote on such matters. On February 13, 2026, Joseph F. Basile III and The Basile Family Irrevocable Trust, who, as of the date thereof, were the record holders of an aggregate of 7,230,000 shares of JFB Class A common stock, representing approximately 55.46% of the aggregate voting power of the issued and outstanding shares of JFB common stock, delivered a written consent, adopting and, therefore, approving the merger agreement and the mergers. Following delivery of the written consent, the JFB Board determined that an amendment to JFB’s bylaws relating to stockholder action by written consent was advisable. On May 18, 2026, the JFB Board adopted, by unanimous written consent, the Second Amended and Restated Bylaws of JFB, or the JFB Bylaws, which became effective as of May 18, 2026. The JFB Bylaws enhance and clarify certain procedural mechanisms related to stockholder actions by removing language restricting JFB from accepting actions taken by written consent of its stockholders. On April 20, 2026, Basile Family Investments LLC became the holder of record of all shares previously held by The Basile Family Irrevocable Trust. On May 19, 2026, Joseph F. Basile III, Basile Family Investments LLC, Mark Albright, and Colin Foreman, who collectively, as of the date thereof, were the record holders of an aggregate of 7,826,164 shares of JFB Class A common stock, representing approximately 51.05% of the aggregate voting power of the issued and outstanding shares of JFB common stock, delivered a written consent, or the Written Consent, adopting and approving the merger agreement and the mergers. Accordingly, the delivery of the Written Consent was sufficient to adopt the merger agreement and, therefore, approve the mergers, on behalf of JFB stockholders. JFB has not solicited and is not soliciting your adoption of the merger agreement or approval of the mergers.

No further action by any JFB stockholder is required under applicable law, and JFB is not soliciting votes of its stockholders for the adoption or approval of the merger agreement or the mergers. JFB will not call a special meeting of its stockholders for purposes of voting on adoption or approval of the merger agreement or the mergers. This information statement/prospectus and notice of action by written consent is being provided to you for informational purposes only.

You are not being asked for a proxy, and you are requested not to send a proxy.

At a meeting of the board of directors of Xtend, or the Xtend Board, the Xtend Board unanimously adopted resolutions (i) determining that it was advisable and in the interests of Xtend and the Xtend shareholders to enter into the merger agreement and to consummate the mergers, (ii) approving the execution, delivery and performance of the merger agreement and the consummation of the mergers and (iii) resolving to recommend that Xtend shareholders adopt the merger agreement.

Xtend gave due notice of, convened and held a special general meeting of the Xtend shareholders on June 8, 2026, in accordance with the laws of the State of Israel and the Articles of Association of Xtend, for the purpose of voting upon the approval of the merger agreement and the mergers, or the Xtend shareholders meeting. At the Xtend shareholders meeting, shareholders representing the requisite majority of each class of shares of Xtend voted to approve, adopt, and authorize, in all respects, the merger agreement and the mergers. The approval by such Xtend shareholders at the special meeting of shareholders was sufficient to adopt the merger agreement and, therefore, approve the mergers, on behalf of Xtend shareholders. Following approval of the mergers (and after all the other conditions set forth in the merger agreement have been satisfied) by the shareholders of Xtend and Merger Sub I in compliance with all statutory procedures and requirements, and so long as at least 30 days have elapsed after the approval of the mergers by the Xtend shareholders and at least 50 days have passed from the date of the filing of the joint merger proposal with the Israeli Registrar of Companies, the mergers will become effective upon the issuance of a certificate of merger following a request to issue such certificate by Xtend and Merger Sub I, and upon such request, the Israeli Registrar of Companies will be required to register the mergers in the companies register.

As described in this information statement/prospectus, directors, officers and certain major shareholders of Xtend, or collectively, the Xtend Supporting Shareholders, entered into support agreements with JFB whereby such shareholders agreed to, among other things, vote their Xtend ordinary shares in favor of approving the transactions contemplated by the merger agreement, or the Xtend Support Agreements. Collectively, as of February 13, 2026, these Xtend shareholders held approximately 55.39% of the outstanding Xtend ordinary shares. The Xtend Support Agreements also provide for certain restrictions on the transfer of shares of New PubCo common stock by the Xtend Supporting Shareholders for 180 days after the Closing, subject to certain exceptions set forth in the Xtend Support Agreements.

JFB and Xtend are not required to consummate the mergers, unless a number of conditions are satisfied or waived, or the closing conditions, including: (i) the registration, and the authorization of listing on NYSE, of New PubCo common stock, (ii) the effectiveness of the registration statement on Form S-4, of which the accompanying information statement/prospectus forms a part, and the absence of any stop order or other proceeding that suspends or otherwise threatens such effectiveness, (iii) the expiration of the waiting period under the U.S. Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (iv) the absence of any order, injunction or legal requirement that restrains, enjoins or otherwise prohibits the consummation of the mergers, (v) obtaining other applicable regulatory approvals, including the approvals of the Foreign Direct Investment Regulators. The closing date of the mergers will be at least 20 calendar days after the mailing of the accompanying information statement/prospectus to JFB stockholders, in accordance with Rule 14c-2(b) promulgated under the Exchange Act.

We encourage you to read the entire accompanying information statement/prospectus carefully, in particular the risk factors set forth in the section entitled “Risk Factors” beginning on page 29 of the accompanying information statement/prospectus.

On behalf of JFB, thank you for your consideration and continued support.

Joseph F. Basile III

Chief Executive Officer

JFB Construction Holdings

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities passed upon the adequacy or accuracy of the accompanying information statement/prospectus or determined if the accompanying information statement/prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

The accompanying information statement/prospectus is dated August 11, 2026, and is first being mailed to JFB stockholders on or about August 11, 2026.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

JFB files annual, quarterly and current reports, proxy statements, and other business and financial information with the Securities and Exchange Commission, or the SEC, electronically, and the SEC maintains a website located at www.sec.gov containing this information. You can also obtain these documents, free of charge, from JFB at https://investors.jfbconstruction.net. The information contained on, or that may be accessed through, JFB’s website is not incorporated by reference into, and is not a part of, this information statement/prospectus.

You may obtain additional copies of this information statement/prospectus or other information concerning JFB, without charge, by telephone or written request directed to:

Attention: Investor Relations

1300 S. Dixie Highway, Suite B

Lantana, Florida 33462

(561) 582-9840

If you are a stockholder of JFB and would like to request documents, please do so by August 24, 2026 (five business days prior to the earliest date on which corporate action could be taken pursuant to the Written Consent).

If you request any such documents, JFB will mail them to you by first class mail, or another equally prompt means, after receipt of your request.

 

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ABOUT THIS INFORMATION STATEMENT/PROSPECTUS

This information statement/prospectus, which forms part of a registration statement on Form S-4 (File No. 333-295380) filed with the SEC by Xtend AI Robotics, Inc., which is referred to as “New PubCo,” constitutes a prospectus of New PubCo under Section 5 of the Securities Act of 1933, as amended, or the Securities Act, with respect to the shares of New PubCo common stock to be issued to JFB stockholders as part of the redomestication and to Xtend shareholders pursuant to the merger agreement (other than such shares that are expected to be beneficially owned by the stockholders of JFB that executed and delivered the Written Consent, as defined in this information statement/prospectus).

Information contained in this information statement/prospectus relating to JFB, New PubCo, Merger Sub I and Merger Sub II has been supplied by JFB. Information contained in this information statement/prospectus relating to Xtend has been supplied by Xtend. You should rely only on the information contained in this information statement/prospectus. No person has been authorized to provide you with information that is different from what is contained in this information statement/prospectus, and, if given or made by any person, such information must not be relied upon as having been authorized. This information statement/prospectus is dated August 11, 2026, and you should not assume that the information contained in this information statement/prospectus is accurate as of any date other than such date. Further, you should not assume that the information included in any annex attached to this information statement/prospectus is accurate as of any date other than the date of the document included as an annex to this information statement/prospectus. Neither the mailing of this information statement/prospectus to stockholders of JFB nor the issuance of New PubCo common stock pursuant to the merger agreement will create any implication to the contrary. Unless expressly stated otherwise, any numbers or prices contained in this information statement/prospectus referencing JFB share numbers or prices of JFB common stock take into account the Forward Split.

 

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FREQUENTLY USED TERMS

In this information statement/prospectus, unless the context otherwise requires:

“adjustment amount” refers to the sum of (i) (x) zero (if the closing cash is greater than or equal to the sum of $60,000,000 plus the amount of aggregate proceeds paid by equity and equity-linked investors to New PubCo between the date of the merger agreement and the Closing that is not onward funded by New PubCo to JFB pursuant to the simple agreement for future equity discussed in the section “—Simple Agreement for Future Equity”), or the post-signing New PubCo funding amount, or (y) otherwise, the product of (1) 3.543, multiplied by (2) the quotient of (A) the amount by which the sum of (a) $60,000,000 plus the post-signing New PubCo funding amount exceeds (b) the closing cash divided by (B) the volume weighted average per New PubCo share sale price for post-signing New PubCo funding amount plus (ii) the product of the amount by which (x) New PubCo’s fully diluted share count at Closing exceeds (y) New PubCo’s fully diluted share count based on the information set forth in Section 4.2 of the merger agreement as increased to reflect shares issued in connection with the post-signing New PubCo funding amount.

“cancelled JFB shares” refers to certain specified shares of JFB Class A or Class B common stock owned by any direct or indirect subsidiary of JFB or owned or held in the treasury by JFB;

“cancelled Xtend shares” refers to certain specified Xtend ordinary shares owned by any direct or indirect subsidiary of Xtend or owned or held in the treasury by Xtend;

“Closing” refers to the closing of the mergers;

“closing cash” refers to balance of cash of JFB immediately prior to the Closing of at least $60,000,000;

“Code” refers to the Internal Revenue Code of 1986, as amended;

“DGCL” refers to the General Corporation Law of the State of Delaware;

“Employee Plan” refers to any compensation, employment, consulting, independent contractor, salary, bonus, commission, vacation, deferred compensation, incentive compensation, stock purchase, equity or equity-based, phantom equity, severance pay, termination pay, death benefit, disability benefit, hospitalization, medical, dental, vision, health and welfare, life or other insurance, flexible benefits, supplemental unemployment benefit, profit-sharing, pension or retirement, change in control, transaction bonus, retention, perquisite, relocation, repatriation or expatriation plan, policy, practice, program, agreement, arrangement or contract and each other “employee benefit plan” (as such term is defined in Section 3(3) of ERISA), or arrangement, whether or not subject to ERISA and whether written or unwritten;

“ERISA” refers to the Employee Retirement Income Security Act of 1974, as amended;

“Exchange Act” refers to the U.S. Securities Exchange Act of 1934, as amended;

“Foreign Direct Investment Regulators” refers to the Investment Security Unit of the United Kingdom Secretary of State, the Committee on Foreign Investment in the United States, the Consumer Protection and Technical Regulatory Authority in Estonia, the Ministry of Economics and the Investment and Development Agency in Latvia, and the Defense Export Controls Authority of the Israeli Ministry of Defense;

“fully diluted basis” refers to the total number of shares that would be outstanding if all sources which are convertible or exercisable within 60 days of the measurement date are converted or exercised;

“GAAP” refers to the United States generally accepted accounting principles;

“HSR Act” refers to the U.S. Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended;

 

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“independent” refers to, in the context of New PubCo directors, (a) being qualified as an independent director under the listing standards of NYSE, or any other principal market on which the common stock is listed or quoted for trading and (b) not being (x) an affiliate, equity security or interest holder, partner, member (in the case of each of the foregoing other than in respect of less than 5% of the voting or economic interest of such person) of New PubCo or any of its respective affiliates and (y) any employee, director, officer, or an immediate member of family (as applicable) of any person described in (x). This definition only applies to use of term regarding New PubCo directors;

“IRS” refers to the Internal Revenue Service;

“JFB Class A common stock” refers to Class A common stock, par value $0.0001 per share, of JFB;

“JFB Class B common stock” refers to Class B common stock, par value $0.0001 per share, of JFB;

“JFB common stock” refers to JFB Class A common stock and JFB Class B common stock, collectively;

“JFB common stock purchase warrants” refers to JFB common stock purchase warrant A and JFB common stock purchase warrant B, collectively;

“JFB common stock purchase warrant A” refers to 16,137,866 warrants to purchase up to an aggregate of 16,137,866 shares of JFB common stock at an exercise price of $2.88 per share issued to American Ventures LLC, Series XIV JFB pursuant to that certain Securities Purchase Agreement dated September 26, 2025;

“JFB common stock purchase warrant B” refers to 16,137,866 warrants to purchase up to an aggregate of 16,137,866 shares of JFB common stock at an exercise price of $3.13 per share issued to American Ventures LLC, Series XIV JFB pursuant to that certain Securities Purchase Agreement dated September 26, 2025;

“JFB Employee Plan” refers to an employee plan sponsored, maintained, contributed to, or required to be contributed to, by JFB or any of its subsidiaries;

“JFB Equity Awards” refers to stock options, stock appreciation rights, restricted stock, restricted stock units, and other-stock based awards that may be granted pursuant to the JFB Equity Plan;

“JFB Equity Plan” refers to JFB’s 2024 Equity Incentive Plan;

“JFB Series C preferred stock” refers to shares of preferred stock, par value $0.0001 per share, of JFB;

“JFB Support Agreements” refers to collectively, those certain support agreements, dated February 13, 2026, entered into between certain stockholders of JFB and shareholders of Xtend;

“merger agreement” refers to that certain agreement and plan of merger, dated February 13, 2026, by and among JFB, Xtend, New PubCo and XT Merger Sub 2, Inc., as amended by the merger agreement amendment, and as may be amended from time to time.

“merger agreement amendment” means that certain Amendment No. 1 to the Agreement and Plan of Merger, dated March 21, 2026, by and among JFB, Xtend, New PubCo and XT Merger Sub 2, Inc.

“second merger agreement amendment” means that certain Amendment No. 2 to the Agreement and Plan of Merger, dated July 16, 2026, by and among JFB, Xtend, New PubCo and XT Merger Sub 2, Inc.

“mergers” refers to the Xtend Merger and redomestication, collectively;

“Minimum Cash Balance” refers to the condition that the closing cash must equal no less than $60,000,000;

“New PubCo Board” refers to the board of directors of New PubCo;

 

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“New PubCo bylaws” refers to the amended and restated bylaws of New PubCo, which at the effective time will be in effect in substantially the form included as Annex C to this information statement/prospectus;

“New PubCo charter” refers to the amended and restated articles of incorporation of New PubCo, which at the effective time will be in effect in substantially the form included as Annex B to this information statement/prospectus;

“New PubCo common stock” refers to the common stock, par value $0.0001 per share, of New PubCo;

“New PubCo pre-funded warrants” refers to the pre-funded warrants to be issued to holders of JFB Series C preferred stock and JFB common stock purchase warrants to the extent that such holder would otherwise acquire more than 4.99% of New PubCo’s outstanding New PubCo common stock upon the closing of the mergers;

“NRS” refers to the Nevada Revised Statutes;

“PIPE financing” refers to the private placement financing, dated February 13, 2026, pursuant to which the PIPE investors subscribed for and purchased an aggregate of 1,604,000 shares of JFB Class A common stock at the PIPE purchase price;

“PIPE investors” refers to the investors who entered into the subscription agreement in connection with the PIPE financing;

“PIPE purchase price” refers to $6.25 per share;

“redomestication” refers to the merger of Merger Sub II with and into JFB, with JFB surviving the merger as a wholly owned subsidiary of New PubCo;

“redomestication effective time” refers to the effective time of the redomestication;

“securityholders” refers to holders of the shares of Xtend, JFB or New PubCo common stock or holders of Xtend, JFB or New PubCo restricted stock units, performance stock units, stock options, warrants, or other equity instruments, as the context requires;

“stockholders” or “holders” refers to holders of the shares of JFB common stock, Xtend ordinary shares or New PubCo common stock, as the context requires;

“securities purchase agreement” refers to those certain securities purchase agreements entered into between JFB and each of the PIPE investors on February 13, 2026;

“transaction documents” refers to the merger agreement, JFB Support Agreements, and Xtend Support Agreements;

“VWAP” means as of an applicable date, the volume weighted average price per share of the applicable security on such security’s principal trading market (as reported by Bloomberg L.P. (or its successor) or, if not available, by another authoritative source determined by New PubCo) from 9:30 a.m. (New York City time) on the relevant trading day to 4:00 p.m. (New York City time) on such date;

“Xtend Merger” refers to the merger of Merger Sub I with and into Xtend, with Xtend surviving the merger as a direct, wholly owned subsidiary of New PubCo;

“Xtend Merger effective time” or “effective time” refers to the effective time of the Xtend Merger;

“Xtend Support Agreements” refers to collectively, those certain support agreements, dated February 13, 2026, entered into between directors, officers and certain major shareholders of Xtend and stockholders of JFB.

 

v

Certain sections in this information statement/prospectus refer to a number of shares of New PubCo common stock immediately following the consummation of the mergers, including for the purposes of stating the beneficial ownership of certain persons and the number of shares underlying certain securities. Unless otherwise specified, such calculations are based upon the information included in this information statement/prospectus.

 

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TABLE OF CONTENTS

 

QUESTIONS AND ANSWERS ABOUT THE MERGERS			1
SUMMARY			8
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS			27
RISK FACTORS			29
INFORMATION ABOUT JFB, XTEND, NEW PUBCO, MERGER SUB I AND MERGER SUB II			72
THE MERGERS			74
SUMMARY OF THE MERGER AGREEMENT			109
SUMMARY OF CERTAIN AGREEMENTS RELATED TO THE MERGERS			136
BUSINESS OF XTEND			141
BUSINESS OF JFB			153
MANAGEMENT DISCUSSION AND ANALYSIS OF XTEND			154
MANAGEMENT DISCUSSION AND ANALYSIS OF JFB			174
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION			175
COMPENSATION PROGRAMS OF NEW PUBCO AFTER THE MERGERS			186
MANAGEMENT AND DIRECTORS OF NEW PUBCO AFTER THE MERGERS			191
NEW PUBCO EXECUTIVE AND DIRECTOR COMPENSATION			201
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			202
INTERESTS OF AFFILIATES IN THE MERGERS			203
CERTAIN BENEFICIAL OWNERS OF JFB COMMON STOCK			206
PRO FORMA SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT OF NEW PUBCO			207
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGERS			209
MATERIAL ISRAELI INCOME TAX CONSEQUENCES			211
DESCRIPTION OF NEW PUBCO’S CAPITAL STOCK			212
COMPARISON OF STOCKHOLDER RIGHTS			219
NO DISSENTERS’ OR APPRAISAL RIGHTS			232
EXPERTS			233
HOUSEHOLDING OF INFORMATION STATEMENT/PROSPECTUS MATERIALS			234
LEGAL MATTERS			235
INDEX TO FINANCIAL STATEMENTS			F-1
Annex A-1 - Merger Agreement			A-1-1
Annex A-2 - Merger Agreement Amendment 1			A-2-1
Annex A-3 - Merger Agreement Amendment 2			A-3-1
Annex B - Form of Amended and Restated Certificate of Incorporation of Xtend AI Robotics, Inc.			B-1
Annex C - Form of Amended and Restated Bylaws of Xtend AI Robotics, Inc.			C-1
Annex D-1 - Support Agreement, dated as of February  13, 2026, by and between XTEND Reality Expansion Ltd. and American Ventures LLC, Series XIV JFB			D-1-1
Annex D-2 - Amended and Restated Support Agreement, dated as of July 16, 2026, by and among XTEND Reality Expansion Ltd., American Ventures LLC, Series XIV JFB and, solely with respect to Section 4.4, JFB Construction Holdings			D-2-1
Annex E - Support Agreement, dated as of February  13, 2026, by and among XTEND Reality Expansion Ltd., Joseph F. Basile III and The Basile Family Irrevocable Trust			E-1
Annex F - Form of Xtend Support Agreement			F-1
Annex G - Form of New PubCo 2026 Equity Incentive Plan			G-1
Annex H - Form of New PubCo 2026 Employee Stock Purchase Plan			H-1
Annex I - Form of New PubCo Pre-Funded Warrant			I-1
Annex J - Opinion of Marshall  & Stevens Transaction Advisory Services LLC			J-1
Annex K - Amendment No. 3 to Form  10-K for the Fiscal Year Ended December 31, 2025			K-1
Annex L - Amendment No. 1 Form  10-Q for the Quarterly Period Ended March 31, 2026			L-1
Annex M - Form 8-K, filed on January 23, 2026			M-1

 

vii

Annex N - Form 8-K, filed on January 26, 2026			N-1
Annex O - Form 8-K, filed on February 17, 2026			O-1
Annex P - Form 8-K, filed on February 17, 2026			P-1
Annex Q - Form 8-K, filed on February 18, 2026			Q-1
Annex R - Form 8-K, filed on March 24, 2026			R-1
Annex S - Form 8-K, filed on May 4, 2026			S-1
Annex T - Excerpts of Form 8-K, filed on May 12, 2026			T-1
Annex U - Form 8-K, filed on May 19, 2026			U-1
Annex V - Form 8-K, filed on June 25, 2026			V-1
Annex W - Form 8-K, filed on July 16, 2026			W-1

 

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QUESTIONS AND ANSWERS ABOUT THE MERGERS

The following questions and answers are intended to briefly address some commonly asked questions regarding the merger agreement and the mergers. You are encouraged to carefully read the remainder of this information statement/prospectus, its annexes and exhibits and the documents that are referred to in this information statement/prospectus and to pay special attention to the sections entitled “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements” beginning on pages 29 and 27, respectively, of this information statement/prospectus because the information contained in this section may not provide all the information that might be important to you with respect to the merger agreement and mergers. For further information, please read the section entitled “Where You Can Find Additional Information” beginning on page i of this information statement/prospectus.

 

Q:	Why am I receiving this information statement/prospectus?

 

A:

On February 13, 2026, JFB, Xtend, New PubCo and Merger Sub II entered into the merger agreement, pursuant to which Xtend and JFB proposed to combine the businesses of JFB and Xtend, which combined business will be owned and managed by New PubCo, a new publicly listed company, once the mergers are consummated.

Pursuant to the merger agreement, (i) Merger Sub I will merge with and into Xtend with Xtend surviving as a direct, wholly-owned subsidiary of New PubCo and (ii) immediately after the Xtend Merger, Merger Sub II will merge with and into JFB with JFB surviving as a direct, wholly-owned subsidiary of New PubCo.

Upon consummation of the mergers, former holders of JFB common stock and Xtend ordinary shares will own shares of New PubCo common stock, which is expected to be listed for trading on NYSE under the ticker symbol “XTND.” The parties have mutually agreed to cause the shares of New PubCo common stock to be issued in connection with the mergers to be approved for listing on NYSE. For further information on the rights of such shares, please read the section entitled “Summary of the Merger Agreement— Transaction Consideration; Conversion of Equity; Exchange of Certificates” beginning on page 111 of this information statement/prospectus.

We have included in this information statement/prospectus important information about the mergers and the merger agreement (a copy of which is attached as Annex A-1), as amended by the merger agreement amendments (copies of which are attached as Annex A-2 and Annex A-3). You should carefully read this information and the documents referred to therein in their entirety.

Please note that the delivery of the Written Consent is sufficient to adopt and approve the merger agreement and mergers on behalf of stockholders of JFB. You are not being asked for a proxy, and you are requested not to send a proxy.

 

Q:	Why is JFB proposing the mergers?

 

A:

The JFB Board has unanimously approved the merger agreement and the mergers contemplated thereby, and determined that the merger agreement and the mergers contemplated by the merger agreement, are in the best interest of JFB and its stockholders. JFB believes that the mergers will benefit JFB stockholders. For further information, please read the section entitled “The Mergers—JFB’s Reasons for the Mergers; Recommendation of the JFB Board of Directors” beginning on page 88 of this information statement/prospectus.

 

Q:	Do Xtend’s shareholders need to approve the mergers?

 

A:

Yes. The affirmative votes of the shareholders of Xtend holding at least a majority of the issued and outstanding share capital of Xtend on an as-converted basis, including the Preferred Majority (as defined in Xtend’s Articles of Association), must approve the merger agreement and the mergers. Pursuant to the

 

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merger agreement amendment, Xtend will seek such approval at the general meeting of the shareholders of Xtend for the purpose of voting upon the approval of the merger agreement and the mergers, and such meeting will be held no later than ten business days following the effectiveness of the registration statement on Form S-4, of which this information statement/prospectus forms a part. Directors, officers and certain major shareholders of Xtend holding a sufficient number of the issued and outstanding share capital of Xtend required to approve the merger agreement and transactions contemplated thereby, or collectively, the Xtend Supporting Shareholders, entered into support agreements with JFB, or the Xtend Support Agreements. The Xtend Support Agreements provide, among other things, the obligation of the Xtend Supporting Shareholders to approve the transactions contemplated by the merger agreement, subject to certain terms and conditions. The Xtend Support Agreements also provide for certain restrictions on the transfer of shares of New PubCo common stock by the Xtend Supporting Shareholders for 180 days after the Closing, subject to certain exceptions.

 

Q:	What will JFB stockholders receive in the mergers?

 

A:

At the effective time, each issued and outstanding share of JFB common stock (other than cancelled JFB shares) will be converted automatically into one validly issued, fully paid and non-assessable share of New PubCo common stock, and all such converted shares will then cease to exist and will no longer be outstanding. For further information, please read the section entitled “Summary of the Merger Agreement— Transaction Consideration; Conversion of Equity; Exchange of Certificates” beginning on page 111 of this information statement/prospectus.

 

Q:	What will holders of JFB equity awards receive in the mergers?

 

A:

At the effective time of the redomestication, each JFB option that is outstanding and unexercised immediately prior to the effective time of the redomestication and each restricted stock unit award that is outstanding immediately prior to the effective time of the redomestication will be converted into an equivalent equity award of New PubCo, on the same terms and conditions as were applicable under the JFB equity award immediately prior to the effective time of the redomestication (including status of vesting and vesting schedule), with respect to a number of shares of New PubCo common stock equal to the number of shares of JFB common stock subject to such JFB equity award immediately prior to the effective time of the redomestication; provided, that, the applicable performance-vesting conditions will be equitably adjusted, prior to the effective time by the JFB Compensation Committee of the JFB Board in good faith, following consultation and reasonable consideration of comments from Xtend, and following the effective time by the New PubCo Compensation Committee of the New PubCo Board, as necessary, and in a manner consistent with past practice, to take into account the effects, if any, of the mergers.

For further information, please read the section entitled “Summary of the Merger Agreement— Transaction Consideration; Conversion of Equity; Exchange of Certificates” beginning on page 111 of this information statement/prospectus.

 

Q:	Should I send in my share certificates now for exchange?

 

A:

No, you should not send in your JFB share certificates now for exchange. At the effective time, each JFB share certificate will automatically be converted into an equivalent number of shares of New PubCo common stock. Following the Xtend Merger effective time, stockholders may request to exchange their JFB stock certificates for New PubCo stock certificates by contacting New PubCo’s transfer agent. For further information, please read the section entitled “Summary of the Merger Agreement— Transaction Consideration; Conversion of Equity; Exchange of Certificates” beginning on page 111 of this information statement/prospectus.

 

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Q:	Who will serve on the New PubCo Board and as management?

 

A:	The New PubCo Board will consist of the following five members: Messrs. A. Shapira, Liani, Kash, Miller and Simha.

Following the Closing, New PubCo is expected to be led by Mr. A. Shapira as Chief Executive Officer and Chair of the New PubCo Board; Mr. Horesh as Chief Financial Officer; Mr. Basile as Executive Vice President of Construction Operations; Mr. Liani as Chief Technology Officer; Mr. Ofri as Chief Operating Officer; Mr. M. Shapira as Chief AI Officer; and Mr. Swiel as Chief Legal Counsel. For further information, please read the section entitled “Management and Directors of New PubCo After the Mergers” beginning on page 191 of this information statement/prospectus.

 

Q:	What equity stake will JFB stockholders and Xtend shareholders hold in New PubCo?

 

A:

JFB stockholders are expected to receive one share of New PubCo common stock for each share of JFB common stock that they hold and Xtend shareholders, based on the illustrative exchange ratio, are expected to receive approximately 1.36 shares of New PubCo common stock for each Xtend ordinary share, subject in each case to any adjustment amount. As of the Closing, shareholders of Xtend are expected to collectively own approximately 89.65% of the voting power of New PubCo and 80.80% of the economic interests in New PubCo, with stockholders of JFB owning approximately 10.35% of the voting power of New PubCo and 19.20% of the economic interests in New PubCo, in each case, on a fully diluted basis, excluding amounts reserved under the New PubCo equity incentive plan. Holders of JFB Series C preferred stock and JFB common stock purchase warrants will also receive shares of New PubCo common stock on the same basis as other JFB stockholders until their ownership exceeds 4.99% of the outstanding shares of New PubCo common stock. To the extent a holder of JFB Series C preferred stock or JFB common stock purchase warrants would otherwise acquire a greater percentage of New PubCo common stock, such holder will instead receive pre-funded warrants exercisable for New PubCo common stock which shall be subject to a 4.99% beneficial ownership cap. A copy of the Form of New PubCo Pre-Funded Warrant is attached as Annex I to this information statement/prospectus. The economic interest of JFB stockholders is based on the number of shares of New PubCo common stock and shares of New PubCo common stock underlying pre-funded warrants expected to be issued to JFB stockholders upon the Closing. The foregoing assumes that JFB’s and Xtend’s respective capitalization at the Closing is the same as it was on July 24, 2026, including the shares underlying options exercisable within 60 days of such date, and no adjustment amount shall apply at Closing (percentages may not sum to 100% due to rounding):

 

Securityholder		Voting Power of New PubCo				Economic Interests in New PubCo
Union Investments & Development Ltd			14.18	%			12.67	%
Entities Affiliated with Eyal Agmoni			14.03	%			12.53	%
Entities Affiliated with Protego Ventures Fund LP			7.04	%			6.29	%
Total New PubCo common stock held by Xtend directors and executive officers(1)			10.74	%			9.66	%
Total New PubCo common stock held by all other Xtend shareholders			50.33	%			45.04	%
Xtend Securityholders Total			89.65	%			80.80	%
American Ventures LLC, Series XIV JFB			4.99	%			15.16	%
Total New PubCo common stock held by JFB directors and executive officers			3.15	%			2.81	%
Total New PubCo common stock held by all other JFB stockholders			3.19	%			2.85	%

 

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Securityholder		Voting Power of New PubCo				Economic Interests in New PubCo
JFB Securityholders Total			10.35	%			19.20	%
New PubCo common stock held by Xtend shareholders			89.65	%			80.80	%
New PubCo common stock held by JFB stockholders			10.35	%			19.20	%
New PubCo Securityholders Total			100.0	%			100.0	%

(1)	Includes shares beneficially owned by Xtend directors and executive officers, except for Eyal Agmoni, whose share ownership is included with the Entities affiliated with Eyal Agmoni.

For further information, please read the section entitled “The Mergers—Ownership of New PubCo after the Mergers” beginning on page 77 of this information statement/prospectus, and the section entitled “Unaudited Pro Forma Condensed Combined Financial Information” beginning on page 175 of this information statement/prospectus.

 

Q:	How do I calculate the value of the transaction consideration?

 

A:

JFB stockholders are expected to receive one share of New PubCo common stock, subject to any adjustment amount, for each share of JFB common stock that they hold. Xtend shareholders are expected to receive, based on the illustrative exchange ratio, approximately 1.36 shares of New PubCo common stock, subject to any adjustment amount, for each Xtend ordinary share that they hold. Upon completion of the mergers, shareholders of Xtend are expected to collectively own approximately 89.65% of the voting power of New PubCo and 80.80% of the economic interests in New PubCo, with stockholders of JFB owning approximately 10.35% of the voting power of New PubCo and 19.20% of the economic interests in New PubCo, in each case, on a fully diluted basis, excluding amounts reserved under the New PubCo equity incentive plan. Holders of JFB Series C preferred stock and JFB common stock purchase warrants will not acquire more than 4.99% of the outstanding shares of New PubCo common stock. To the extent a holder of JFB Series C preferred stock or JFB common stock purchase warrants would otherwise acquire a greater percentage of New PubCo common stock, such holder will instead receive pre-funded warrants exercisable for New PubCo common stock which shall be subject to a 4.99% beneficial ownership cap. A copy of the Form of New PubCo Pre-Funded Warrant is attached as Annex I to this information statement/prospectus. The economic interest of JFB stockholders is based on the number of shares of New PubCo common stock and shares of New PubCo common stock underlying pre-funded warrants expected to be issued to JFB stockholders upon the Closing. The foregoing assumes that JFB’s and Xtend’s respective capitalization at the Closing is the same as it was on July 24, 2026, including the shares underlying options exercisable within 60 days of such date, and no adjustment amount shall apply at Closing (percentages may not sum to 100% due to rounding). The value of the transaction consideration the JFB stockholders and Xtend shareholders will receive in the mergers, will therefore depend on the combined value of Xtend and JFB at the effective time.

The value of JFB common stock has fluctuated since the date of the announcement of the merger agreement and will continue to fluctuate from the date of this information statement/prospectus until the date the mergers are completed. Because the ownership percentages described above will not be adjusted to reflect any changes in the values of JFB common stock, the value of the transaction consideration may be higher or lower than the value of the JFB common stock on earlier dates. Therefore, until the completion of the mergers, JFB stockholders will not know or be able to determine the value, on a fully diluted basis, of the New PubCo common stock that they will receive pursuant to the merger agreement.

On February 13, 2026, which was the last trading day before the public announcement of the mergers, the closing price on Nasdaq was $29.87 per share of JFB Class A common stock. On August 10, 2026, which was the latest practicable date before the printing of this information statement/prospectus, the closing price on Nasdaq was $4.52 per share of JFB Class A common stock.

 

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Changes in the market price of JFB common stock may result from a variety of factors that are beyond the control of JFB, including, but not limited to, changes in its business, operations and prospects, regulatory considerations, governmental actions, and legal proceedings and developments. You are encouraged to obtain up-to-date market prices for shares of JFB common stock.

 

Q:	What conditions must be satisfied to complete the mergers?

 

A:	JFB and Xtend are not required to complete the mergers, unless a number of conditions are satisfied or waived, or the closing conditions. These closing conditions include, among others:

 

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the registration, and the authorization of listing on NYSE, of New PubCo common stock,

 

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the effectiveness of the registration statement on Form S-4, of which the accompanying information statement/prospectus forms a part, and the absence of any stop order or other proceeding that suspends or otherwise threatens such effectiveness,

 

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the expiration of the waiting period under the U.S. Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended,

 

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the absence of any order, injunction or legal requirement that restrains, enjoins or otherwise prohibits the consummation of the mergers, and

 

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obtaining other applicable regulatory approvals, including the approval of the Foreign Direct Investment Regulators.

In addition, each of JFB’s and Xtend’s respective obligations to complete the mergers is subject to, among other conditions, the accuracy of the other party’s representations and warranties described in the merger agreement (subject in most cases to “materiality” and “material adverse effect” qualifications) and the other party’s compliance with its covenants and agreements in the merger agreement in all material respects.

For a more complete summary of the closing conditions that must be satisfied or waived prior to the Closing, please read the section entitled “Summary of the Merger Agreement—Conditions to the Closing” beginning on page 130 of this information statement/prospectus.

 

Q:	When do you expect the mergers to be completed?

 

A:

JFB and Xtend are working to complete the mergers as soon as possible. As described above, certain closing conditions must be satisfied or waived before JFB and Xtend can complete the mergers, including the approval of the Xtend Merger by the affirmative votes of the Xtend shareholders holding at least a majority of the issued and outstanding share capital of Xtend on an as-converted basis, including the Preferred Majority (as defined in Xtend’s Articles of Association). For further information, please read the section entitled “Summary of the Merger Agreement—Conditions to the Closing” beginning on page 130 of this information statement/prospectus.

Assuming timely satisfaction or waiver of the closing conditions, the mergers are expected to close in the third quarter of 2026; however, neither Xtend nor JFB can predict the actual date on which the mergers will be completed, nor can the parties assure that the mergers will be completed, because completion is subject in part to certain conditions beyond either Xtend’s or JFB’s control. The closing date of the mergers will be at least 20 calendar days after the mailing of this information statement/prospectus to JFB common stockholders, in accordance with Rule 14c-2(b) promulgated under the Exchange Act, at least 50 calendar days after the filing of a joint merger proposal with the Israeli Registrar of Companies, and at least 30 days after the approval of the Xtend Merger and the approval by the sole shareholder of Merger Sub I.

 

Q:	What happens if the mergers are not completed?

 

A:	If the mergers are not completed for any reason, (1) JFB stockholders will not receive the transaction consideration, (2) JFB will remain an independent public company incorporated in Nevada, (3) JFB Class A

 

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common stock will continue to be traded on Nasdaq, (4) New PubCo will not become a publicly traded corporation, (5) the JFB Series C preferred stock will not convert into JFB Class A common stock, (6) the JFB common stock purchase warrants will not be required to be exercised and (7) the JFB equity awards will not be converted into equivalent equity awards of New PubCo.

For further information, please read the section entitled “Summary of the Merger Agreement—Effect of Termination; Termination Fees; Expenses” beginning on page 133 of this information statement/prospectus.

 

Q:	What is the PIPE financing?

 

A:

On February 13, 2026, the PIPE investors subscribed to purchase 1,604,000 shares of JFB Class A common stock, at a price equal to $6.25 per share, pursuant to their entry into securities purchase agreements. See the section entitled “Summary of the Merger Agreement – Structure of the Mergers – PIPE Financing” beginning on page 109 of this information statement/prospectus.

 

Q:	What approval by JFB stockholders is required to adopt the merger agreement and, therefore, approve the mergers?

 

A:

The adoption of the merger agreement and, therefore, the approval of the mergers, requires the affirmative vote of holders of a majority of the voting power of the shares of JFB common stock entitled to vote on such matters. This condition was satisfied on May 19, 2026 upon delivery of a written consent adopting and, therefore, approving the merger agreement and the mergers by Joseph F. Basile III, Basile Family Investments LLC, Mark Albright, and Colin Foreman, who collectively, as of the date thereof, were the record holders of an aggregate of 7,826,164 shares of JFB Class A common stock, representing approximately 51.05% of the aggregate voting power of the issued and outstanding shares of JFB common stock on such date. Accordingly, the delivery of the Written Consent was sufficient to adopt the merger agreement and, therefore, approve the mergers, on behalf of JFB common stockholders. JFB has not solicited and is not soliciting your approval of the mergers. No further action by any other JFB stockholder is required under applicable law, and JFB will not solicit the vote of JFB stockholders for the adoption of the merger agreement or approval of the mergers, and will not call a special meeting of JFB stockholders for purposes of voting on the adoption of the merger agreement or approval of the mergers. For this reason, the accompanying information statement/prospectus is being provided to you for informational purposes only. You are not being asked for a proxy, and you are requested not to send a proxy.

For further information, please read the section entitled “Further JFB Stockholder Approval Not Required” beginning on page 105 of this information statement/prospectus.

 

Q:	What are the expected U.S. federal income tax consequences of the mergers for JFB stockholders?

 

A:

For U.S. federal income tax purposes, the mergers are intended to qualify as a contribution governed by Section 351 of the Code. Assuming that the mergers are so treated, U.S. holders (as defined in the section entitled “Material U.S. Federal Income Tax Consequences of the Mergers”) of JFB common stock will not recognize any gain or loss for U.S. federal income tax purposes as a result of the mergers.

For a more complete discussion of the U.S. federal income tax consequences of the mergers, please read the section entitled “Material U.S. Federal Income Tax Consequences of the Mergers” beginning on page 209 of this information statement/prospectus. Tax matters can be complicated, and the tax consequences of the mergers to a particular holder of JFB common stock will depend on such holder’s particular facts and circumstances. All JFB stockholders should consult with their own tax advisors to determine the specific U.S. federal, state, or local or foreign income or other tax consequences of the mergers, to them.

 

Q:	What are the expected Israeli tax consequences of the mergers for Xtend’s shareholders?

 

A:	The exchange of Xtend ordinary shares for New PubCo common stock within the framework of the mergers is deemed a sale for Israeli income tax purposes. It therefore triggers a tax event for Xtend shareholders

 

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unless a tax ruling or a certificate for exemption from Israeli withholding tax at source is obtained from the Israel Tax Authority.

Xtend will file an application with the Israel Tax Authority on behalf of shareholders who are Israeli tax residents and have elected to be party to such an application for a tax ruling pursuant to Section 104H of the Income Tax Ordinance to confirm a deferral of the Israeli tax liability for such shareholders. In addition, Xtend will file an application with the Israel Tax Authority for the deferral of an Israeli tax event for holders of Xtend’s awards and for shares held in trust under Section 102 of the Income Tax Ordinance.

Non-Israeli Xtend shareholders are generally exempt from Israeli capital gains tax in connection with the exchange of Xtend ordinary shares under the Israeli domestic law and/or applicable double tax treaty; however, they still need to apply to the Israel Tax Authority to obtain an exemption from Israeli withholding tax at source.

For a more complete discussion of the Israeli income tax consequences of the mergers, please read the section entitled “Material Israeli Income Tax Consequences” beginning on page 211 of this information statement/prospectus. Tax matters can be complicated, and the tax consequences of the mergers to a particular holder of Xtend ordinary shares will depend on such shareholder’s particular facts and circumstances. All Xtend shareholders should consult with their own tax advisors to determine the specific Israeli or foreign income or other tax consequences of the mergers to them.

 

Q:	Are stockholders of JFB entitled to dissenters’ or appraisal rights in connection with the mergers?

 

A:	No. Under Nevada law, holders of shares of JFB common stock will not have dissenters’ rights or appraisal rights in connection with mergers. For more information, please read the section entitled “No Dissenters’ or Appraisal Rights” beginning on page 232 of this information statement/prospectus.

 

Q:	Are there any important risks about the mergers or JFB’s business of which I should be aware?

 

A:	Yes, there are risks involved. JFB encourages you to carefully read in its entirety the section entitled “Risk Factors” beginning on page 29 of this information statement/prospectus.

 

Q:	Did any JFB directors or executive officers have interests in the mergers that differ from those of other JFB stockholders?

 

A:

Yes, certain JFB directors and executive officers have interests in the mergers that are different from, or in addition to, the interests of JFB stockholders generally, including without limitation the treatment of JFB equity awards held by such directors and executive officers in the mergers described in the section entitled “Certain Beneficial Owners of JFB Common Stock” beginning on page 206 of this information statement/prospectus, New PubCo’s agreement to indemnify Xtend directors and officers against certain claims and liabilities after the completion of the mergers, and Mr. Basile’s expected role as Executive Vice President of Construction Operations of New PubCo. In addition, Mr. Basile and Basile Family Investments LLC, a limited liability company affiliated with, but not controlled by, Mr. Basile, were among the JFB stockholders who delivered the Written Consent approving the mergers. For further information, please read the section entitled “The Mergers —JFB’s Reasons for the Mergers; Recommendation of the JFB Board of Directors” beginning on page 88 of this information statement/prospectus.

 

Q:	Who do I contact if I have further questions about the mergers or the merger agreement?

 

A:	JFB stockholders who have questions about the mergers or the merger agreement or who desire additional copies of this information statement/prospectus or other additional materials should contact:

Attention: Investor Relations

JFB Construction Holdings

1300 S. Dixie Highway, Suite B

Lantana, Florida 33462

(561) 582-9840

 

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This information statement/prospectus contains forward-looking statements. When used in this information statement/prospectus, the words “estimates,” “projected,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,” “may,” “will,” “should,” “future,” “outlook,” “propose” and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside Xtend’s, JFB’s or New PubCo’s control and difficult to predict, and could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. These forward-looking statements generally include statements regarding the expected timetable for completing the mergers, the ability to complete the mergers, expected cost and revenue synergies, impacts and benefits of the mergers, projected financial information, future opportunities, expected cash distributions and other statements regarding Xtend’s, JFB’s and New PubCo’s future expectations, beliefs, plans, objectives, results of operations, financial condition and cash flows, or future events or performance. JFB, Xtend and New PubCo management have based these forward-looking statements largely on their current expectations and projections about future events and financial trends that management believes may affect JFB’s, Xtend’s and New PubCo’s respective businesses, financial condition and results of operations.

These statements are neither promises nor guarantees and involve known and unknown risks, uncertainties and other important factors that may cause actual results, performance or achievements to be materially different from what is expressed or implied by the forward-looking statements, including, but not limited to:

 

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difficulties with the integration and in realizing the expected benefits of the mergers;

 

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the ability to obtain regulatory approvals (and the timing of such approvals) and meet other closing conditions to the mergers;

 

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the inability to complete the mergers, or the potential for delay in completing the mergers;

 

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the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement or could otherwise cause the mergers, to fail to close;

 

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the unfavorable outcome of legal proceedings that may be instituted against Xtend, JFB and their affiliates in connection with the mergers;

 

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the inability to capture all or part of the anticipated cost and revenue synergies;

 

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significant fees and expenses associated with negotiating and completing the mergers;

 

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potential liabilities that are not known, probable or estimable at this time;

 

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the inability to obtain or maintain the listing of New PubCo common stock on NYSE following the mergers;

 

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the potential diversion of management and employee attention and focus during the pendency of the mergers;

 

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the risk that the public announcement of the merger agreement may have negative effects on JFB’s and Xtend’s revenues, customers, employees, operating results and share price;

 

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the risk of adverse tax consequences of the mergers;

 

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the inability to retain Xtend or JFB management, employees or talent during the pendency of the mergers and thereafter;

 

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the possibility that New PubCo, Xtend or JFB may be adversely affected by other economic, business and/or competitive factors; and

 

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•

other risks and uncertainties indicated from time to time in this information statement/prospectus relating to the mergers.

Consequently, all of the forward-looking statements contained in this information statement/prospectus are qualified by factors, risks and uncertainties, including those set forth under the headings titled “Risk Factors” beginning on page 29 of this information statement/prospectus and those set forth under the headings “Cautionary Statement Regarding Forward-Looking Statements,” “Risk Factors” and “Quantitative and Qualitative Disclosures About Market Risk” in JFB’s Annual Report on Form 10-K for the year ended December 31, 2025, as amended, filed with the SEC on July 2, 2026 thereto, and JFB’s Quarterly Report on Form 10-Q for the period ended March 31, 2026, as amended, filed with the SEC on July 16, 2026, which are attached as Annexes K and L, respectively, and incorporated by reference into this information statement/prospectus. For further information, please read the section entitled “Where You Can Find Additional Information” beginning on page i of this information statement/prospectus.

Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this information statement/prospectus or the date of the applicable document or annex attached to this information statement/prospectus. None of New PubCo, JFB or Xtend undertakes any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. As a result of these risks and others, actual results could vary significantly from those anticipated herein, and the financial condition and results of operations of New PubCo, JFB and Xtend could be materially adversely affected.

New PubCo acknowledges that the safe harbor for forward-looking statements provided under the Private Securities Litigation Reform Act of 1995 does not apply to any forward-looking statements made in this prospectus, including forward-looking statements in the case of JFB.

 

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RISK FACTORS

This section describes various risks and uncertainties related to the mergers, and the businesses and results of operations of New PubCo, Xtend and JFB. In addition to the other information included in this information statement/prospectus, the annexes and exhibits attached to this information statement/prospectus, and the documents that are referred to in this information statement/prospectus, including the matters addressed in the section entitled “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 27 of this information statement/prospectus, you should carefully consider the following risks related to the mergers. You should also read and consider the risk factors associated with the businesses of each of Xtend and JFB because these risk factors may affect the operations and financial results of New PubCo. In the case of JFB, these risk factors may be found in its Annual Report on Form 10-K for the year ended December 31, 2025, as amended, filed with the SEC on July 2, 2026 thereto, and JFB’s Quarterly Report on Form 10-Q for the period ended March 31, 2026, as amended, filed with the SEC on July 16, 2026, which are attached as Annexes K and L, respectively, and incorporated by reference into this information statement/prospectus. For further information, please read the section entitled “Where You Can Find Additional Information” beginning on page i of this information statement/prospectus. Additional risks and uncertainties not presently known to Xtend or JFB or that are not currently considered to be material may also adversely affect the mergers, or the businesses or results of operations of any of Xtend, JFB or New PubCo.

Risks Relating to the Mergers

JFB stockholders cannot be certain of the value of New PubCo common stock to be paid to them as consideration for the mergers. As (x) on the one hand, the economic interest percentage and voting power percentage of stockholders of JFB in New PubCo and (y) on the other hand, the economic interest percentage and voting power percentage of shareholders of Xtend in New PubCo, will each not be adjusted to reflect any changes in the values of JFB common stock, the value of the transaction consideration may be higher or lower than the value of the JFB common stock on earlier dates.

JFB stockholders are expected to receive one share of New PubCo common stock for each share of JFB common stock that they hold and Xtend shareholders are expected to receive, based on the illustrative exchange ratio, approximately 1.36 shares of New PubCo common stock for each Xtend ordinary share, subject in each case to any adjustment amount. As of the Closing, shareholders of Xtend are expected to collectively own approximately 89.65% of the voting power of New PubCo and 80.80% of the economic interests in New PubCo, with stockholders of JFB owning approximately 10.35% of the voting power of New PubCo and 19.20% of the economic interests in New PubCo, in each case, on a fully diluted basis, excluding amounts reserved under the New PubCo equity incentive plan. Holders of JFB Series C preferred stock and JFB common stock purchase warrants will not acquire more than 4.99% of the outstanding shares of New PubCo common stock. To the extent a holder of JFB Series C preferred stock or JFB common stock purchase warrants would otherwise acquire a greater percentage of New PubCo common stock, such holder will instead receive pre-funded warrants exercisable for New PubCo common stock which shall be subject to a 4.99% beneficial ownership cap. A copy of the Form of New PubCo Pre-Funded Warrant is attached as Annex I to this information statement/prospectus. The economic interest of JFB stockholders is based on the number of shares of New PubCo common stock and shares of New PubCo common stock underlying pre-funded warrants expected to be issued to JFB stockholders upon the Closing. The foregoing assumes that JFB’s and Xtend’s respective capitalization at the Closing is the same as it was on July 24, 2026, including the shares underlying options exercisable within 60 days of such date, and no adjustment amount shall apply at Closing (percentages may not sum to 100% due to rounding). The value of the transaction consideration the JFB stockholders and Xtend shareholders will receive in the mergers will therefore depend on the combined value of Xtend and JFB at the effective time.

The market value of the shares of New PubCo common stock to be issued upon completion of the mergers is unknown as no trading market currently exists. While there is a trading market for JFB common stock, the market price of JFB common stock has fluctuated since the date of the announcement of the merger agreement and will continue to fluctuate from the date of this information statement/prospectus until the date that the

 

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mergers are completed, which could occur a considerable amount of time after the date of this information statement/prospectus. The market value of JFB common stock at the time of the consummation of the mergers may vary significantly from its price on the date of the merger agreement or the date of this information statement/prospectus and may not be reflective of the market value of the New PubCo common stock. Because the ownership percentages described above will not be adjusted to reflect any changes in the values of JFB common stock, the value of the transaction consideration may be higher or lower than the value of the JFB common stock on earlier dates. Therefore, until the completion of the mergers, JFB stockholders will not know or be able to determine the value, on a fully diluted basis, of the New PubCo common stock that they will receive pursuant to the merger agreement.

Xtend and JFB must obtain certain regulatory approvals in order to complete the mergers; if such approvals are not obtained or are obtained with conditions, the mergers may be prevented or delayed or the anticipated benefits of the mergers could be reduced.

The Closing is conditioned upon, among other things, the expiration or termination of the waiting period (and any extensions thereof) applicable to the mergers, under the HSR Act.

At any time before or after the mergers are completed, any of the Department of Justice, or the DOJ, the Federal Trade Commission, or the FTC, U.S. state attorneys general or private parties could take action under the antitrust laws in opposition to the mergers, including seeking to enjoin completion of the mergers, conditioning completion of the mergers, upon the divestiture of assets of Xtend, JFB or their respective subsidiaries or imposing restrictions on New PubCo’s post-transaction operations.

Completion of the mergers was also conditioned upon clearance or approval by antitrust authorities in the U.S. and the Foreign Direct Investment Regulators. As of the date of this information statement/prospectus, required clearance or approval by antitrust authorities in the U.S. and the Foreign Direct Investment Regulators has been obtained. At any time after the mergers are completed, any of the antitrust authorities or private parties could take action under the applicable antitrust laws in opposition to the mergers, including seeking to enjoin completion of the mergers, conditioning completion of the mergers, upon the divestiture of assets of Xtend, JFB or their respective subsidiaries or imposing restrictions on New PubCo’s post-transaction operations. The terms and conditions of the approvals, consents and clearances that are granted may also impose requirements, limitations or costs or place restrictions on the conduct of New PubCo’s business following the completion of the mergers.

Any such requirements or restrictions sought by antitrust authorities could negatively affect the results of operations and financial condition of New PubCo following completion of the mergers. Any such requirements or restrictions may prevent or delay completion of the mergers, or may reduce the anticipated benefits of the mergers, which could also have a material adverse effect on New PubCo’s business and cash flows, financial condition and results of operations.

No assurance can be given that the required closing conditions will be satisfied, and, although the required regulatory approvals have been obtained, even if all other closing conditions are satisfied, no assurance can be given as to the terms, conditions and timing of such approvals. For more information about the effects of a failure to complete the mergers, please read the risk factor below entitled “ —Risk Factors Summary—Risks Relating to the Mergers—Failure to complete the mergers could negatively impact the businesses or financial results of JFB and the stock price of JFB Class A common stock.” Also, please read the section entitled “Summary of the Merger Agreement—Conditions to the Closing” beginning on page 130 of this information statement/prospectus for a discussion of the closing conditions and the section entitled “The Mergers—Regulatory Approvals” beginning on page 105 of this information statement/prospectus for a discussion of the regulatory approvals obtained in connection with the completion of the mergers.

 

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The mergers are subject to regulatory review and approval requirements and may be ultimately prohibited.

The obligation of the parties to the merger agreement to consummate the mergers is subject to obtaining approval by the Foreign Direct Investment Regulators. For example, the Committee on Foreign Investment in the United States, or CFIUS, has authority to review direct or indirect foreign acquisitions and certain investments in U.S. businesses. Among other things, CFIUS is empowered to require parties to certain transactions subject to CFIUS jurisdiction to make mandatory filings, to charge filing fees related to CFIUS filings (voluntary or mandatory), and to self-initiate national security reviews of foreign direct and indirect acquisitions of and certain investments in U.S. businesses if the parties to the transaction choose not to file voluntarily. In the case that CFIUS determines an acquisition or investment presents risks to U.S. national security, CFIUS has the power to require mitigation measures with respect to the transaction or recommend that the President of the United States block the transaction if the parties do not voluntarily abandon it. Whether CFIUS has jurisdiction to review an acquisition or investment transaction depends on - among other factors - the nature and structure of the transaction, including the level of beneficial ownership interest and the nature of any information or governance rights involved. For example, acquisition of, and investments that result in, “control” of a U.S. business by a foreign person always are subject to CFIUS jurisdiction. CFIUS’s expanded jurisdiction under the Foreign Investment Risk Review Modernization Act of 2018 and its implementing regulations that became effective on February 13, 2020, further includes investments that do not result in control of a U.S. business by a foreign person but afford foreign investors certain information or governance rights in certain U.S. businesses that have a nexus to “critical technologies”, “critical infrastructure” and/or “sensitive personal data”.

Xtend and JFB filed the requisite materials to obtain such approvals and satisfy any applicable filing requirements. As of the date of this information statement/prospectus, required approvals have been received from the Foreign Direct Investment Regulators. As a condition to granting the necessary approvals or clearances, certain governmental agencies may impose requirements, limitations or costs or require divestitures or place restrictions on the conduct of the business of the combined company after the completion of the merger (including on access to or sharing of information between certain personnel or businesses of the combined company). Any one of these requirements, limitations, costs, divestitures or restrictions could jeopardize or delay the completion of or reduce the anticipated benefits of the mergers.

Although approval by the Foreign Direct Investment Regulators has been obtained, possible conditions, limitations, restrictions and prohibitions may still be imposed. The policies and agency practices of the Foreign Direct Investment Regulators are rapidly evolving, and there can be no assurances that the applicable regulators, including the Foreign Direct Investment Regulators will not seek to impose new conditions, limitations or restrictions that could negatively impact New PubCo’s operations, limit our ability to engage with certain third parties or to operate in certain markets, or restrict investments by certain investors (for example, impose limits on information sharing with investors), any of which could increase our estimated costs or otherwise make New PubCo’s common stock less attractive to investors. The imposition of these limitations, restrictions or requirements could change our expectations of ownership and voting control of New PubCo, put downward pressure on the trading stock price of New PubCo, or New PubCo’s ability to pursue its strategic goals following the Closing. In the most extreme case, a Foreign Direct Investment Regulator may force the parties to unwind the mergers, which could create unknown additional risks and consequences and have an adverse impact on New PubCo and limit the value of your investment. A forced unwinding could take many forms, including a forced sale, as could the related adverse consequences for New PubCo. We also cannot provide any assurance that the resulting remedy will result in a return of cash proceeds or other consideration to shareholders of New PubCo in an amount equivalent to their investment, nor when such a remedy would be completed or under what conditions.

Xtend, JFB and New PubCo will incur significant transaction and merger-related transition costs in connection with the mergers.

New PubCo, Xtend and JFB each expect that they will incur significant, non-recurring costs in connection with the completion of the mergers, and the integration of the operations of Xtend and JFB. New PubCo, Xtend

 

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and/or JFB may incur additional costs to maintain employee morale and to retain key employees. Xtend and/or JFB will also incur significant fees and expenses relating to regulatory filings, legal, accounting, financial advisory and consulting fees and other costs associated with the mergers. Some of these costs are payable regardless of whether the mergers are completed. For further information, please read the section entitled “Summary of the Merger Agreement—Effect of Termination; Termination Fees; Expenses” beginning on page 133 of this information statement/prospectus.

Xtend and JFB will be subject to business uncertainties and contractual restrictions while the mergers are pending.

Uncertainty about the effect of the mergers, on employees, clients, customers, suppliers and vendors may have an adverse effect on the ongoing business operations of Xtend or JFB and, consequently, have an adverse impact on the business operations of New PubCo. These uncertainties may impair Xtend’s or JFB’s ability to retain and motivate key personnel and could cause customers and others that deal with Xtend or JFB, as applicable, to defer or decline entering into contracts with Xtend or JFB, as applicable, or make other decisions concerning Xtend or JFB, as applicable, or seek to change existing business relationships with Xtend or JFB, as applicable. Certain of Xtend’s contracts contain change in control restrictions that may give rise to a right of termination or cancellation in connection with the mergers. In addition, if key employees depart because of uncertainty about their future roles and the potential complexities of the mergers, Xtend’s and JFB’s businesses could be harmed. Furthermore, the merger agreement contains restrictions on the ability of Xtend and JFB to undertake certain actions or business opportunities outside the ordinary course of business prior to the completion of the mergers without the consent of the other party. Please read the section entitled “Summary of the Merger Agreement—Covenants and Agreements” beginning on page 117 of this information statement/prospectus for a description of the restrictive covenants applicable to Xtend and JFB.

The merger agreement limits JFB’s and Xtend’s ability to pursue alternatives to the mergers, which may discourage other companies from making a favorable alternative transaction proposal.

The merger agreement contains provisions that make it more difficult for JFB and Xtend to enter into alternative transactions, including provisions that restrict JFB’s and Xtend’s ability to, among other things, solicit, initiate or knowingly facilitate or knowingly encourage the submission of any proposal or offer that constitutes, or would reasonably be expected to constitute or lead to, any JFB acquisition proposal or Xtend acquisition proposal from a third party. Concurrently with the execution and delivery of the merger agreement, the Xtend Supporting Shareholders entered into the Xtend Support Agreements and the JFB Supporting Stockholders entered into the JFB Support Agreements. The Xtend Support Agreements provide, among other things, the obligation of the Xtend Supporting Shareholders to approve the transactions contemplated by the merger agreement, subject to certain terms and conditions. The JFB Support Agreements provide, among other things, the obligation of the JFB Supporting Stockholders to approve the transactions contemplated by the merger agreement, subject to certain terms and conditions. For further information, please read the section entitled “Summary of Certain Agreements Related to the Mergers—Xtend Support Agreements” and “Summary of Certain Agreements Related to the Mergers—JFB Support Agreements” beginning on page 136 of this information statement/prospectus.

While Xtend and JFB believe these provisions are reasonable, customary and not preclusive of other offers, the provisions may have discouraged a third party that had an interest in acquiring all or a significant part of JFB or Xtend from considering or proposing such an acquisition, even if such party were prepared to pay consideration with a higher per share value than the currently proposed transaction consideration.

Furthermore, the requirement for JFB or Xtend to pay a termination fee under certain circumstances could have resulted in a third party proposing to pay a lower per share price to acquire JFB or Xtend than it may otherwise have proposed to pay because of the added expense of the termination fee that could have become payable by Xtend or JFB in certain circumstances. For more information, please read the section entitled “Summary of the Merger Agreement—Effect of Termination; Termination Fees; Expenses” beginning on page 133 of this information statement/prospectus.

 

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Executive officers and directors of JFB may have interests in the mergers, that are different from, or in addition to, the rights of their stockholders.

Executive officers of JFB negotiated the terms of the merger agreement, and the JFB Board approved the merger agreement and the mergers. These executive officers and directors may have interests in the mergers, that are different from, or in addition to, those of shareholders of JFB. These interests include the possibility of continued employment of certain executive officers of JFB by New PubCo, the appointment of certain directors of JFB as directors of New PubCo, and the indemnification of JFB executive officers and directors by New PubCo and the surviving corporations. With respect to JFB executive officers and directors, these interests may also include the conversion of outstanding JFB equity awards into equity awards of New PubCo in the merger and enhanced change in control severance benefits. For a description of the interests of JFB executive officers and directors in the mergers please read the section entitled “Interests of Affiliates in the Mergers—Interests of JFB Affiliates in the Mergers—Interests of JFB’s Directors and Executive Officers in the Mergers” beginning on page 203 of this information statement/prospectus.

The mergers are subject to a number of closing conditions, including a Minimum Cash Balance, and if these conditions are not satisfied, the merger agreement may be terminated in accordance with its terms, and the mergers may not be completed. In addition, the parties have the right to terminate the merger agreement under certain circumstances, in which case, the mergers would not be completed.

The mergers are subject to a number of closing conditions, and if these conditions are not satisfied or waived (to the extent permitted by applicable law), the mergers will not be completed. These conditions include, among others: (i) the affirmative vote of holders of a majority of the voting power of the shares of JFB common stock entitled to vote on such matters (which was satisfied on May 19, 2026 upon the delivery of the Written Consent) and the affirmative votes of the Xtend shareholders holding at least a majority of the issued and outstanding share capital of Xtend on an as-converted basis, including the Preferred Majority (as defined in Xtend’s Articles of Association), approving the merger agreement and the mergers; (ii) the expiration of the waiting period under the HSR Act, as amended (which expired on April 15, 2026); (iii) obtaining other applicable regulatory approvals, including the approvals of the Foreign Direct Investment Regulators (which have been obtained); (iv) the absence of any order or legal requirement that enjoins, restrains or otherwise prevents the consummation of the mergers; (v) the effectiveness of the registration statement on Form S-4, of which this information statement/prospectus forms a part, and the absence of any stop order or other proceeding that suspends or otherwise threatens such effectiveness; (vi) the registration, and the authorization for listing on NYSE, of New PubCo common stock; (vii) delivery by each of Xtend and JFB to the other party duly executed counterparts of the applicable ancillary agreements required to be delivered at the Closing; and (viii) customary conditions regarding the accuracy of the representations and warranties and material compliance by the parties with their respective obligations under the merger agreement. With respect to the Xtend shareholder vote referred to above, the affirmative votes of the shareholders of Xtend holding at least a majority of the issued and outstanding share capital of Xtend on an as-converted basis, including the Preferred Majority (as defined in Xtend’s Articles of Association), must approve the merger agreement and the mergers. Pursuant to the merger agreement amendment, Xtend will seek such approval at the general meeting of the shareholders of Xtend for the purpose of voting upon the approval of the merger agreement and the mergers, and such meeting will be held no later than ten business days following the effectiveness of the registration statement on Form S-4, of which this information statement/prospectus forms a part. The Xtend Supporting Shareholders entered into the Xtend Support Agreements. The Xtend Support Agreements provide, among other things, the obligation of the Xtend Supporting Shareholders to approve the transactions contemplated by the merger agreement, subject to certain terms and conditions.

The consummation of the mergers is not subject to a financing condition. However, JFB must satisfy the Minimum Cash Balance. JFB expects to satisfy the Minimum Cash Balance through the combination of cash and restricted cash on its balance sheet and proceeds from the exercise of the JFB common stock purchase warrants outstanding immediately prior to the closing of the mergers. American Ventures LLC, Series XIV JFB currently holds and, pursuant to the JFB Support Agreement, has committed to cash exercise JFB common stock purchase

 

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warrants to purchase 19,466,273 shares of JFB common stock, which would generate net proceeds of $60.0 million. American Ventures LLC, Series XIV JFB has also committed to cashless exercise JFB common stock purchase warrants to purchase 12,809,459 shares of JFB common stock, at a fixed price of $6.3391 per warrant. Any JFB Common Stock Purchase Warrants held by American Ventures LLC, Series XIV JFB which are not exercised prior to closing will be canceled for no additional consideration. In the event of a shortfall, JFB plans to raise additional equity capital from new or existing investors. However, there can be no assurance that JFB will be able to do so or, in the event JFB is unable to do so, that Xtend will waive the Minimum Cash Balance condition.

These closing conditions may not be fulfilled, and accordingly, the mergers may not be completed. In addition, if the mergers are not completed by October 31, 2026 (subject to extension to February 13, 2027 in certain circumstances), Xtend or JFB may choose not to proceed with the mergers subject to the terms of the merger agreement. Moreover, Xtend and JFB can mutually decide to terminate the merger agreement at any time prior to the Closing. In addition, each of Xtend and JFB may elect to terminate the merger agreement in certain other circumstances, as described in the section entitled “Summary of the Merger Agreement—Termination” beginning on page 132 of this information statement/prospectus. If the merger agreement is terminated in certain circumstances, JFB or Xtend may incur substantial fees and neither JFB nor Xtend would realize the anticipated benefits of the mergers. For further information, please read the section entitled “Summary of the Merger Agreement—Effect of Termination; Termination Fees; Expenses” beginning on page 133 of this information statement/prospectus.

If JFB is unable to satisfy the Minimum Cash Balance condition, Xtend could elect to waive the condition and close the mergers resulting in New PubCo having less cash available to fund its operations and growth.

In the merger agreement, JFB has agreed to meet the Minimum Cash Balance unless such requirement is waived by Xtend. If the Minimum Cash Balance is not met, and such condition is not waived by Xtend under the terms of the merger agreement, the proposed mergers will not be consummated. In the event that Xtend waives the Minimum Cash Balance condition, (i) the exchange ratio will increase as a result of the Adjustment Amount and (ii) New PubCo will have less cash available to fund its operations and growth.

Additional financing above the Minimum Cash Balance may be required to fund the operations and growth of the post-closing business, but may not be available or may not be available on favorable terms. The failure to secure such additional financing when New PubCo wants or needs such funding would likely have a material adverse effect on the operations, prospects and financial condition of New PubCo.

Failure to complete the mergers could negatively impact the businesses or financial results of JFB and the stock price of JFB Class A common stock.

If the mergers are not completed, the ongoing business of JFB may be adversely affected, and JFB will be subject to several risks and consequences, including, but not limited to, the following:

 

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JFB will be required to pay certain costs relating to the mergers, whether or not the mergers are completed, such as significant fees and expenses relating to regulatory filings, legal, accounting, financial advisory, consulting and other advisory fees and expenses, employee-benefit related expenses and filing and printing fees;

 

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under the merger agreement, JFB is subject to certain restrictions on the conduct of its business prior to completing the mergers, which may adversely affect its ability to execute certain of its business strategies; and

 

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matters relating to the mergers, may require substantial commitments of time and resources by JFB management and the expenditure of significant funds in the form of fees and expenses, which could otherwise have been devoted to day-to-day operations and other opportunities that may have been beneficial to JFB as independent companies, as the case may be.

 

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In addition, if the mergers are not completed, JFB may experience negative reactions from the financial markets and from its customers and employees. JFB also could be subject to litigation related to a failure to complete the mergers, or to enforce its respective obligations under the merger agreement. If the mergers are not completed, JFB cannot assure their respective stockholders that the risks described above will not materialize and they may materially affect the business, financial results and stock prices of JFB. For further information, please read the section entitled “Summary of the Merger Agreement—Effect of Termination; Termination Fees; Expenses” beginning on page 133 of this information statement/prospectus.

JFB may in the future be the target of securities class action and derivative lawsuits, which could result in substantial costs and may delay or prevent the completion of the mergers.

Securities class action lawsuits and derivative lawsuits are often brought against public companies that have entered into merger agreements in an effort to enjoin the relevant transactions or seek monetary relief. JFB may in the future be a defendant in one or more lawsuits relating to the merger agreement and the mergers, and, even if any such future lawsuits are without merit or resolved in JFB’s favor, defending against these claims can result in substantial costs and divert management time and resources from pursuing the completion of the mergers, and from other potentially beneficial business opportunities. JFB cannot predict whether such lawsuits will be brought against JFB or the outcome of such lawsuits or others, nor can JFB predict the amount of time and expense that will be required to resolve such litigation. An unfavorable resolution of any such litigation surrounding the merger agreement and the mergers could delay or prevent the completion of the mergers, which may adversely affect JFB’s, Xtend’s or, if the mergers are completed but delayed, New PubCo’s business, financial position and results of operations.

JFB may waive one or more of the closing conditions without re-obtaining stockholder approval.

JFB has the right to waive, in whole or in part, certain of the conditions to its obligation to complete the mergers, to the extent permitted by law. Any such waiver may not require re-obtaining the approval of JFB’s shareholders (which has already been provided for JFB via the Written Consent), in which case JFB will have the ability to complete the mergers, without seeking additional stockholder approval. Any determination whether to waive any condition to the mergers, whether stockholder approval would be re-obtained as a result of any such waiver or whether this information statement/prospectus would be amended as a result of any waiver will be made by JFB at the time of such waiver based on the facts and circumstances as they exist at that time, and any such waiver could have an adverse effect on New PubCo and the current shareholders of JFB.

Xtend, JFB and, subsequently, New PubCo, must continue to retain, motivate and recruit executives and other key employees and service providers, which may be difficult in light of uncertainty regarding the mergers, and failure to do so could negatively affect New PubCo.

Both Xtend and JFB must continue to retain, motivate and recruit executives and other key employees and service providers, during the period prior to completion of the mergers. Moreover, New PubCo must be successful at retaining and motivating key employees and service providers following the completion of the mergers. Experienced employees and talent in the industries in which Xtend and JFB operate are in high demand and competition for such employees and talent can be intense. Employees and talent of both Xtend and JFB may experience uncertainty about their future role with New PubCo until, or even after, strategies with regard to New PubCo as a combined company are announced or executed. The potential distractions of the mergers, may adversely affect the ability of Xtend, JFB or, following completion of the mergers, New PubCo, to retain, motivate and recruit executives and other key employees and service providers, and keep them focused on applicable strategies and goals. A failure by Xtend, JFB or, following the completion of the mergers, New PubCo, to attract, retain and motivate executives and other key employees during the period prior to or after the completion of the mergers could have a negative impact on the businesses of Xtend, JFB or New PubCo. Furthermore, if key employees or talent of Xtend or JFB depart or are at risk of departing due to issues including the uncertainty and difficulty of integration, financial security or a desire not to become employees or talent of

 

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New PubCo, Xtend, JFB and/or New PubCo may incur significant costs to retain such individuals or to identify, hire and retain replacements for departing employees and talent and may lose significant expertise and talent relating to the business of Xtend, JFB and/or New PubCo, and New PubCo’s ability to realize the anticipated benefits of the mergers, may be adversely affected.

The mergers, may trigger change in control or other provisions in certain agreements, which may allow third parties to terminate or alter existing contracts or relationships with Xtend or JFB.

Xtend and JFB have contracts with customers, licensees, vendors, landlords, lenders and other business partners which may require Xtend and JFB to obtain consents from these other parties in connection with the mergers. If these consents cannot be obtained, the counterparties to these contracts and other third parties with which Xtend or JFB currently has relationships may have the ability to terminate, reduce the scope of or otherwise materially adversely alter their relationships with Xtend or JFB in anticipation of the mergers, or with New PubCo following the mergers. The pursuit of such rights may result in Xtend, JFB or New PubCo suffering a loss of potential future revenue or incurring liabilities in connection with a breach of such agreements or losing rights that are material to its business.

Any such disruptions could adversely impact New PubCo’s ability to achieve the anticipated benefits of the mergers. The adverse effect of such disruptions could also be exacerbated by a delay in the completion of the mergers, or the termination of the merger agreement.

The opinion of Marshall & Stevens will not be updated to reflect changes in circumstances between the signing of the merger agreement on February 13, 2026 and the completion of the mergers, on the closing date.

The JFB Board has not obtained an updated opinion from Marshall & Stevens as of the date of this information statement/prospectus, and the JFB Board does not anticipate asking Marshall & Stevens to update its opinion, which was issued in connection with the signing of the merger agreement on February 13, 2026. Changes in the operations and prospects of Xtend or JFB, general market and economic conditions and other factors that may be beyond the control of Xtend or JFB, and on which the Marshall & Stevens’ opinion was based, may significantly alter the price of the shares of JFB common stock by completion of the mergers. The opinion of Marshall & Stevens does not speak as of the time the mergers or as of any date other than the date of such opinion. For a description of the opinion that the JFB Board received from Marshall & Stevens, please read the section entitled “The Mergers—Opinion of JFB’s Valuation Advisor” beginning on page 99 of this information statement/prospectus.

Risks Relating to Xtend’s Business

The following are risk factors that relate to the business of Xtend Reality Expansion Ltd. In this section, unless the context requires otherwise, references to “Xtend”,” “we,” “our,” or “us” refer to Xtend Reality Expansion Ltd. and its consolidated subsidiaries prior to the completion of the mergers and assume that the business of Xtend will be operated in substantially the same manner as it was conducted by Xtend prior to the Closing.

Industry and Economic Risk Factors

We have incurred significant operating losses since inception and cannot assure you that we will ever achieve or sustain profitability.

Since our inception, we have incurred significant net losses. Our net losses were $11.6 million and $5.7 million for the three months ended March 31, 2026 and 2025, respectively. As of March 31, 2026, we had an accumulated deficit of approximately $100.7 million. To date, we have financed our operations primarily through sales of our equity securities and borrowings under our credit facilities.

 

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We expect our operating expenses to increase significantly as we pursue our growth strategy, including expending substantial resources for research, development and marketing. The extent of our future operating losses and the timing of profitability are highly uncertain, and we expect to continue incurring significant expenses over the next several years. Any additional operating losses may have an adverse effect on our stockholders’ equity and the price of our common stock, and we cannot assure you that we will ever be able to achieve profitability.

Even if we achieve profitability, we may not be able to sustain or increase such profitability. Additionally, our costs may increase in future periods and we may expend substantial financial and other resources on, among other things, sales and marketing, the hiring of additional officers, employees, contractors and other service providers, and general administration, which may include a significant increase in legal and accounting expenses related to public company compliance, continued compliance and various regulations applicable to our business or arising from the growth and maturity of our company. Our failure to become and remain profitable would depress the value of our company and could impair our ability to raise capital, expand our business, maintain our development efforts, obtain regulatory approvals, diversify our product and service offerings or continue our operations, and may cause the price of our common stock to decline.

We depend on the U.S. and Israeli Governments for substantially all of our business. Changes in the U.S. or Israeli Government’s priorities, strategies, spending, or other risks associated with conducting business with the U.S. and Israeli Government could have a material adverse effect on our financial position, results of operations, or cash flows.

We conduct most of our business with the U.S. and Israeli Governments, primarily the U.S. Department of War, or DoW, and the Israeli Defense Force. Substantially all of our revenue in 2025 was derived from products and services sold to these customers. We expect our customer base to continue to be primarily government-focused, with the majority of our future revenues generated from the United States and the remainder derived from a combination of EMEA and APAC regions. We operate in a heavily regulated environment and are overseen and routinely audited by the U.S., Israeli and Singapore Governments and their respective agencies, including the DoW, Directorate of Defense Research & Development, Ministry of Defence, Israel Aerospace Industries, and Defence Science and Technology Agency. Our U.S. and Israeli Governments contracts are subject to various risks. We cannot predict the impact on our existing or future contracts due to changes in the global geopolitical and economic environment, including inflationary pressures, defense spending levels and priorities, government efficiency and other budgetary priorities, customer procurement practices and processes, and other factors that may impact our customer’s short- and long-term plans and priorities or our ability to compete, capture, and perform successfully on such contracts. Any of these factors could materially adversely affect our business with the U.S. and Israeli Governments and our financial position, results of operations, or cash flows.

The U.S. and Israeli Governments generally have the ability to terminate contracts, in whole or in part, with little or no prior notice, for convenience or for default based upon performance. In the event of termination for convenience, a contractor generally is able to recover costs incurred and profit on costs up to the amount authorized under the contract, but not the profit that would have been earned had the contract been completed. However, the U.S. and Israeli Governments may assert that they are not required to provide additional funding for such costs if sufficient funding has not been appropriated to cover them. Any termination also could result in the cancellation of future work. A termination resulting from our default can expose us to various liabilities, including excess re-procurement costs, and could negatively affect our ability to compete for future contracts. Any contract termination (including a termination of a prime contract for which we are a subcontractor) could have a material adverse effect on our financial condition, results of operations, or cash flows.

The U.S. and Israeli Governments also can stop work under a contract for a limited period of time for their convenience. In the event of a stop work order, contracts typically are protected by provisions covering reimbursement for costs incurred to date and for costs associated with the temporary stoppage of work plus a reasonable fee. However, such temporary stoppages may result in financial or other damages for which contractors may not be able to recover fully. In some cases, they could result in termination of a contract for convenience or reduced future orders.

 

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Significant delays or reductions in appropriations for our products and/or changes in customer priorities could have a material adverse effect on our financial position, results of operations, or cash flows.

As a government contractor, we depend on government funding for our products. Government programs are subject to budget authorization and appropriation processes even though program performance may extend over several years. These programs may be funded initially on a partial basis with additional funds committed only as further appropriations are made. If we or our subcontractors incur costs in excess of existing funding on a contract, we are generally at risk for reimbursement and may not recover those costs unless and until additional funds are appropriated. We cannot predict the extent to which total funding or funding for individual programs will be included, increased, or reduced as part of the annual budget process or through continuing resolutions or individual supplemental appropriations.

If an appropriations bill is not passed before the beginning of a fiscal year, a temporary spending measure can be enacted to provide stopgap funding for a specified period of time at a specified rate, often the prior year’s appropriations level. When a government operates under a continuing resolution, limitations can be placed on production increases, multi-year procurements, and new program starts, which may result in delays or cancellation of new contract awards. When a government fails to enact annual appropriations or a temporary spending measure, a full or partial federal government shutdown may occur, as occurred in the United States in October 2025. A federal government shutdown could, in turn, result in the delay or cancellation of government programs, or the delay of payments by our customers, which could have a negative effect on our cash flows and adversely affect our future results of operations.

In addition, pressures on, as well as laws and plans relating to, the federal budget, potential changes in the threat environment, priorities and defense spending, government efficiency efforts, the timing and substance of the annual budget process, use of temporary funding measures, and federal debt limits, have impacted and could continue to impact the amount and timing of funding for individual programs and delay purchasing or payments by our customers. Current government spending levels for defense-related or other programs may not be sustained, and future spending and program authorizations may not increase or may decrease or shift to programs in areas in which we do not provide products or services or are less likely to be awarded contracts. Such changes in spending authorizations and budgetary priorities may occur as a result of uncertainty surrounding the federal budget, increasing political pressure and legislation, shifts in spending priorities from defense, federal civilian, or other programs as a result of competing demands for federal funds and government efficiency efforts, changes in the threat environment, including the number and intensity of military conflicts, or other factors. We have experienced price adjustments and renegotiations of certain of these contracts and may in the future continue to experience such impacts which could have an adverse impact on the programs in which we participate and, ultimately, our results.

Demand for our products and services also can be affected by shifts in customer priorities resulting from changes in military strategy and planning. In response to the need for less expensive alternatives and the increasing proliferation of advanced weapons, future strategy reassessments by the DoW may result in decreased demand for our products. We cannot predict the impact of changes to customer priorities on existing, follow-on, replacement, or future programs. A shift of priorities to programs in which we do not participate and related reductions in funding for, or the termination of programs in which we do participate could have a material adverse effect on our financial position, results of operations, or cash flows.

If the unmanned systems markets do not experience significant growth, if we cannot expand our customer base or if our software and systems do not achieve broad acceptance, then we may not be able to achieve our anticipated level of growth.

We cannot accurately predict the future growth rates or sizes of the markets for our software and systems. Demand for our software and systems may not increase, or may decrease, either generally or in specific markets, for particular types of software and systems or during particular time periods. We believe the market for commercial unmanned systems is nascent and the expansion of the market for our software and systems in particular, depends on a number of factors, including the following:

 

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customer satisfaction with these types of systems as solutions;

 

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the cost, performance and reliability of our products and products offered by our competitors;

 

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customer perceptions regarding the effectiveness and value of these types of systems;

 

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obtaining timely regulatory approvals for new customer deployments; and

 

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marketing efforts and publicity regarding these types of systems and services.

Even if commercial unmanned systems gain wide market acceptance, our software and systems may not adequately address market requirements and may not continue to gain market acceptance. If these types of systems generally, or our software and systems specifically, do not gain wide market acceptance, then we may not be able to achieve our anticipated level of growth and our revenue and results of operations would decline.

Our ability to market and sell our products is subject to existing government laws, regulations and standards, including by the Israeli Defense Export Control Agency within the Israeli Ministry of Defense, or DECA, and the U.S. State Department’s Directorate of Defense Trade Controls, or DDTC. Changes in such laws, regulations and standards (in the State of Israel and in the United States) or our failure to comply with them could materially and adversely affect our results of operations.

Changes in laws and regulations could reduce the demand for our products or require us to re-engineer our products, thereby creating opportunities for our competitors. Regulatory approvals for our products may be delayed or denied for a variety of reasons that are outside of our control. Additionally, market anticipation of significant new standards can cause customers to accelerate or delay buying decisions.

In particular, our operations are subject to U.S. and foreign anti-corruption and trade control laws and regulations, such as the Foreign Corrupt Practices Act, or FCPA, export controls and economic sanctions programs, including those administered by the U.S. Treasury Department’s Office of Foreign Assets Control, or OFAC, the State Department’s Directorate of Defense Trade Controls, or DDTC, and the Bureau of Industry and Security, or BIS, of the Department of Commerce. As a result of doing business in foreign countries and with foreign customers, we are exposed to a heightened risk of violating anti-corruption and trade control laws and sanctions regulations.

As part of our business, we may deal with state-owned business enterprises, the employees of which are considered foreign officials for purposes of the FCPA’s prohibition on providing anything of value to foreign officials for the purposes of obtaining or retaining business or securing any improper business advantage. In addition, the provisions of anti-bribery and anti-corruption laws in some jurisdictions extend beyond bribery of foreign public officials and also apply to transactions with individuals that a government does not employ. Some of the international locations in which we may operate lack a developed legal system and have higher than normal levels of corruption. Our continued expansion worldwide could increase the risk of FCPA, OFAC or other similar violations in the future.

We may be subject, both directly and indirectly, to the adverse impact of existing and potential future government regulation of our products, technology, operations and markets. For example, the marketing and export of defense related equipment, services, ‘know-how’ are subject to DECA’s regulation under the Defense Export Act, collectively, Israeli Trade Control Laws, which impact our operations, for example by limiting our ability to sell, export, or otherwise transfer our products or technology, or to release controlled technology to non-Israeli companies.

In the U.S., these laws include the International Traffic in Arms Regulations, or ITAR, administered by the DDTC, the Export Administration Regulations, or EAR, administered by the BIS and trade sanctions against embargoed countries and destinations administered by OFAC and collectively, American Trade Control Laws. The EAR governs products, parts, technology and software which present military or weapons

 

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proliferation concerns, so-called “dual use” items, and ITAR governs military items listed on the United States Munitions List, or USML. Prior to shipping certain items, we must obtain an export license or verify that license exemptions are available. Any failures to comply with these laws and regulations could result in fines, adverse publicity and restrictions on our ability to export our parts, and repeat failures could carry more significant penalties.

We may not be able to retain licenses and other authorizations required under the applicable American Trade Control Laws and Israeli Trade Control Laws. The failure to satisfy the requirements under the American Trade Control Laws and Israeli Trade Control Laws, including the failure or inability to obtain necessary licenses or qualify for license exceptions, could delay or prevent the development, production, export, import, and/or in-country transfer of our products and technology, which could adversely affect our revenues and profitability.

Changes to the procurement, contracting, or other processes and practices of our government customers and adversely affect our current programs and potential new awards.

Our industry has experienced, and we expect will continue to experience, changes to business practices resulting from, among other things, a greater focus on affordability, efficiencies, business systems, recovery of costs, and a reprioritization of available customer funding. Initiatives and changes to procurement practices by our government customers may change the way government contracts are solicited, negotiated, and managed, and may impact whether and how we pursue opportunities to provide our products and services to our government customers, which may have an adverse impact on our business, financial condition, results of operations, or cash flows. Changes in procurement practices favoring incentive-based fee arrangements, different award criteria, non-traditional contract provisions, and cost mandates from the government may affect our profitability and the predictability of our profit rates.

For example, the U.S. Government also is pursuing alternatives to shift additional responsibility and performance risks to contractors. The DoW in particular is accelerating the development and acquisition of new technologies through the use of rapid acquisition alternatives and procedures, including through other transaction authority agreements, or OTAs, and Commercial Solutions Openings, or CSOs. We have seen, and expect to continue to see, OTAs and CSOs used as an alternative to traditional procurement methods. These contracting methods are not subject to all of the procurement requirements that typically apply to Department contracts, including the Federal Acquisition Regulation, or FAR, and may be used, subject to certain conditions, for research, prototype development, and follow-on production for a successful prototype. OTA awards generally require a significant portion of the work to be performed by a non-traditional defense contractor or to be funded by non-governmental sources. Moreover, these solicitations typically have significantly shorter acquisition times as compared to traditional procurements. If we cannot adapt successfully to changing acquisition processes or if the Department significantly favors privately funded, non-traditional defense contractors or increases cost sharing mandates, we may lose new business opportunities, including in high-growth or strategic areas, and our future performance and results of operations could be adversely affected.

In addition changes in procurement practices, we have seen our government customers implement cost recovery/cost savings initiatives to prioritize cost recovery/savings. As a result, we may experience a higher number of audits and/or lengthened periods of time required to close audits. These audits may result in costs being challenged, debated, and in certain cases, withheld or modified, and could adversely affect our financial position, results of operations, or cash flows.

Our pipeline metrics may not be indicative of future revenue, and a significant portion of our pipeline opportunities may not result in signed contracts or recognized revenue.

We regularly track our sales pipeline consisting of opportunities at various stages of development, from early customer engagement through executed contracts. Our pipeline metrics reflect management’s estimates of the value and probability-weighted likelihood of closure of identified opportunities based on information

 

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available at the time of measurement. These metrics are subject to significant uncertainty and should not be relied upon as an indicator of future revenue or business performance.

Pipeline opportunities may fail to progress, stall, or be lost at any stage of our sales process for reasons outside our control, including changes in a prospective customer’s budget, procurement priorities, or organizational structure; the selection of a competing solution; shifts in government defense or procurement spending; geopolitical developments affecting our target markets; or the failure to satisfy technical, regulatory, or contractual requirements. The conversion of pipeline opportunities to signed contracts, and of signed contracts to recognized revenue, depends on numerous factors that are difficult to predict, and our historical conversion rates, to the extent disclosed, may not be predictive of future results.

Our pipeline stage assignments and probability weightings reflect the judgment of our management team and are not derived from a standardized industry methodology. Different companies may define pipeline stages differently, and our metrics may not be comparable to similar metrics reported by other companies. In addition, a signed contract does not constitute a purchase order and does not by itself result in revenue recognition. Contracts may be subject to conditions precedent, funding approvals, or other requirements before they give rise to a binding purchase obligation, and such conditions may not be satisfied.

Failure of our pipeline opportunities to convert into revenue at the rates or on the timelines we anticipate could materially and adversely affect our results of operations, financial condition, and prospects. Given the early stage of our commercial development, our near-term revenue trajectory is meaningfully dependent on the conversion of current pipeline opportunities, and any material shortfall in conversion could have a disproportionate impact on our business relative to more established companies.

Competition within our markets and bid protests may affect our ability to win new contracts and result in reduced revenues or market share.

We operate in a highly competitive environment and many of our competitors have more financial capacity or other resource or capabilities. The competition for our products is heightened due to changes in budgetary pressures and priorities. We expect competition for autonomous robotic systems to continue to be intense.

We compete domestically and internationally against mid to large aerospace and defense companies and non-traditional defense companies many of which have more financial resources or capabilities. The success of our business in competing depends, in part, on our ability to remain cost-competitive, respond to changes in customer acquisition strategies, accurately anticipate our customers’ needs, and differentiate our products and services offerings from other market participants.

Our competitive environment also is affected by bid protests from unsuccessful bidders on new program awards. As the competitive environment intensifies, the number of bid protests may increase. Bid protests can result in an award decision being overturned, requiring a re-bid of the contract. Even when a bid protest does not result in a re-bid, resolution of the matter typically extends the time until contract performance can begin, which can reduce our earnings in the period in which the contract would otherwise be performed.

We have classified contracts with the U.S. and Israeli Governments, which limits investor insight into portions of our business.

We derive a portion of our revenues from programs with the U.S. and Israeli Governments that are subject to security restrictions that preclude the dissemination of information, including Israeli classified programs. In general, access to classified information, technology, facilities or programs requires appropriate personnel security clearances, is subject to additional contract oversight and potential liability and may also require appropriate facility clearances and other specialized infrastructure. We are limited in our ability to provide

 

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information about these classified programs, their risks or any disputes or claims relating to such programs. As a result, investors have less insight into our classified business and our business overall. However, historically the business risks associated with our classified programs have not differed materially from those of our other government contracts.

Business and Operational Risk Factors

Our technology, software and systems have only been developed in the last several years and we have had only limited opportunities to deploy and assess their performance in the field at full scale.

The current generation of our XOS platform has only been developed in the last several years and will continue to evolve. Deploying and operating our technology is complex and, is done primarily by a small number of customers. As the number, size and complexity of our deployments grow, we may encounter unforeseen operational, technical and other challenges, some of which could cause significant delays, trigger contractual penalties, result in unanticipated expenses, and/or damage to our reputation, each of which could materially and adversely affect our business, financial condition and results of operations.

We depend on our ability to develop new products, expand the adoption of our XOS software platform and enhance and sustain the quality of existing products.

Our growth and future success will depend, in significant part, on our ability to continue to design and develop new competitive products, expand the adoption of our XOS software platform and enhance and sustain the quality and marketability of our existing products. As such, we have made, and expect to continue to make, substantial investments in technology development. In the future, we may not have the necessary capital, or access to capital on acceptable terms, to fund necessary levels of research and development. Even with adequate capital resources, we may nonetheless experience unforeseen problems in the development or performance of our technologies or products. In addition, we may not meet our product development schedules and, even if we do, we may not develop new products fast enough to provide sufficient differentiation from our competitors’ products, which may be more successful.

We expect to incur substantial research and development costs and devote significant resources to identifying and commercializing new software and systems, which could significantly reduce our profitability and may never result in revenue to us.

Our future growth depends on penetrating new markets, adapting existing products to new applications and new environments, and introducing new software and systems that achieve market acceptance. We plan to incur substantial research and development costs as part of our efforts to design, develop and commercialize new software and systems and enhance existing products. Further, our research and development programs may not produce successful results, and our new software and systems may not achieve market acceptance, create additional revenue or become profitable, which could materially harm our business, prospects, financial results and liquidity.

If our products do not interoperate with our customers’ other systems, the purchase or deployment of our software and systems may be delayed or cancelled.

Our products are designed to interface with our customers’ other systems, each of which may have different specifications and utilize multiple protocol standards and products from other vendors. Our products will be required to interoperate with many or all of these products as well as future products in order to meet our customers’ requirements. If we find errors in the existing software or defects in the hardware used in our customers’ systems, we may need to modify our products or services to fix or overcome these errors so that our

 

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products will interoperate with the existing software and hardware, which could be costly and negatively affect our business, financial condition, and results of operations. In addition, if our software and systems do not interoperate with our customers’ systems, customers may seek to hold us liable, demand for our products could be adversely affected or orders for our products could be delayed or cancelled. This could hurt our operating results, damage our reputation or brand, and seriously harm our prospects, business, financial condition or results of operations.

Cost growth on flexibly priced contracts that does not result in higher contract prices reduces our profit and exposes us to the potential loss of future business.

Our operating income is adversely affected when we incur certain contract costs or certain increases in contract costs that cannot be billed to customers. Contract cost growth has occurred and may occur in the future when expenses to complete a contract increase and/or differ materially from our initial estimates. Factors that have caused, and may in the future cause, contract cost growth include, but are not limited to, inflation, changes in trade policy (including tariffs), technical challenges, manufacturing difficulties, delays, workforce-related issues, including labor shortages and reduced productivity, changes in the nature and complexity of the work performed, the timeliness, availability and cost of materials or equipment, subcontractor performance or product quality issues, performance delays, availability and timing of customer funding, changes in trade policy, and natural disasters. A significant increase in contract costs from our original cost estimates on one or more contracts could have a material adverse effect on our financial position, results of operations, or cash flows.

Our risk and ability to recover costs vary with the type of contract under which we are performing: firm fixed-price, fixed-price incentive, cost-type, or time and material.

Substantially all of our revenue in 2025 was generated under firm fixed-price contracts and no revenues generated under fixed-price incentive or cost-type contracts. Fixed-price contracts generally tend to have more financial risk than cost-type contracts, including as a result of inflationary pressures, wage pressures and labor shortages, and supplier challenges. These contracts increase the risk that we may not recover our costs or will generate less profit or a loss if our costs exceed initial estimates. With cost-type contracts, allowable costs are generally subject to reimbursement plus an award or incentive fee, which is uncertain and may be earned over time. Under each type of contract, our operating results could be adversely affected if we are unable to control costs, particularly if we are unable to negotiate an increase in contract price, or recover increased costs, with our customers.

U.S. Government contracts often extend for years, and unforeseen events, such as technology difficulties, fluctuations in the price of raw materials, a significant increase in or sustained period of higher inflation, new or increased tariffs, supplier issues, including equipment delays, challenging labor market conditions, unexpected rework, and cost overruns, have in the past resulted, and may in the future result, in contract prices becoming less favorable or even unprofitable to us over time. Higher interest rates resulting from inflationary pressures can also impact the fair values of our contracts. Moreover, if we fail to meet contract deadlines or specifications, we may be required to renegotiate contracts on less favorable terms, be forced to pay penalties or liquidated damages, or suffer major losses if the customer exercises its right to terminate.

Cost overruns have adversely impacted, and may continue to impact, our results of operations, which are dependent on our ability to maximize our earnings from our contracts. This risk would be greater if our contracts shifted toward a greater percentage of fixed-price contracts, particularly firm fixed-price contracts. Cost overruns or the failure to perform on existing programs also may adversely affect our ability to retain existing programs and win future contract awards. In addition, changes in contract financing policy for fixed-price contracts, such as changes in performance and progress payments policies, could significantly affect the timing of our cash flows.

From time to time, we may begin performance under an undefinitized contract action with a not-to-exceed price prior to completing contract negotiations, in order to support our customer’s priorities. Uncertainties

 

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relating to final contract price, specifications and terms, or loss of negotiating leverage associated with contract definitization, may negatively affect our profitability.

Our business may be adversely affected if we are unable to attract, train, and retain qualified personnel.

Our performance and growth is dependent upon our ability to identify, attract, train, and retain sufficient qualified personnel with the requisite skills in multiple areas, including: engineering, nuclear, trades and crafts, manufacturing, information technology, and cybersecurity, and who share our values and culture. We also must be able to attract and retain personnel who can obtain and maintain required security clearances. It can be difficult to replace personnel with the required skills, experience, and/or clearances if we experience unplanned attrition.

If we lose experienced personnel and are unable to hire new qualified personnel, develop and train inexperienced employees, and successfully manage the short and long-term transfer of critical knowledge and skills our business could be adversely affected. Our ability to overcome these challenges in the short and long term will have a significant impact on our results of operations, financial condition, and cash flows.

Many of our officers and employees in the State of Israel are obligated to perform annual reserve duty in the Israeli Defense Forces and may be called to active duty at any time, including under emergency circumstances. The absence of employees due to such military service, particularly if it involves key personnel or a significant number of employees, could disrupt our operations. Any such disruption could materially adversely affect our business, operating results and financial condition, and may impair our ability to meet our contractual obligations.

Notwithstanding the foregoing, we may be classified as an “essential enterprise” under applicable law, which in certain circumstances may allow us to require employees to continue working during periods of emergency. However, there can be no assurance that such classification or measures will fully mitigate the impact of employee absences, particularly in the event of widespread or prolonged military service.

We have experienced, and may continue to experience, significant challenges hiring and retaining personnel with relevant qualifications and experience, which has negatively impacted, and may continue to negatively impact, our results of operations, financial condition, and cash flows, and could impact our ability to perform under our contracts and compete for new contracts. Competition for talent is intense, and this has affected, and may continue to affect, our ability to successfully attract or retain personnel with the requisite skills or clearances. We continue to face increased competition for talent, both with traditional defense companies and commercial companies, and with increasing wage rates. We also compete with commercial technology companies outside of the aerospace and defense industry for qualified technical positions. These companies may be able to offer more attractive compensation and other benefits to candidates, including in the recruitment of our existing employees. In addition, we may be limited in the amount and terms of compensation we are able to offer our executive officers or other employees as a U.S. defense contractor under certain circumstances. We have also experienced higher labor, recruiting, and training costs to attract and retain such employees, which has impacted our results of operations, financial condition, and cash flows. A shortage of skilled employees has and may continue to impact our ability to perform our contracts and may impact our ability to compete for new contracts.

Our earnings and profitability depend, in part, upon subcontractor performance and raw material and component availability and pricing.

We rely on third parties to provide raw materials, major components and sub-systems, hardware elements, and sub-assemblies for our products and to perform certain services we provide to our customers, in compliance with applicable laws and regulations, including applicable Department cybersecurity requirements. For example, our U.S. Government contracts require us to procure certain materials, components, and parts from supply sources approved by the customer and/or are restricted from procuring products or services from certain sources. Disruptions and performance issues from our suppliers and subcontractors, unanticipated cost growth for the products and services they provide, or inconsistencies between our contractual obligations to our customers

 

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and our agreements with our subcontractors and suppliers, have adversely impacted and may in the future impact our ability to meet our commitments to customers. Our ability to satisfy our obligations on a timely basis are adversely affected if one or more of our suppliers or subcontractors are unable to provide agreed-upon products, materials, or services in a timely, compliant, and cost-effective manner, or they otherwise fail to satisfy contractual requirements. The inability of our suppliers or subcontractors to meet expectations could also result in our need to transition to alternate parties, if available, which could result in significant incremental cost and delay, or the need for us to provide other supplemental support to our existing suppliers and subcontractors.

Our costs to manufacture our products can increase over the terms of our contracts, including as a result of increases in material costs and wages. Although we may be protected from increases in material costs through cost escalation provisions, the difference in basis between our actual material costs and industry indices may expose us to cost recovery risk. Our bids for longer-term firm fixed-price contracts typically include assumptions for labor and other contract costs that historically have been sufficient to cover cost increases over the period of performance. Our profitability may be adversely affected if these cost assumptions are not sufficient to cover potential contract cost growth. In addition, significant delays in deliveries of key raw materials, which may occur due to material shortage or pricing, could have a material adverse effect on our financial position, results of operations, or cash flows.

In some cases, only one supplier may exist for certain components and parts required to manufacture our products. The inability of a sole source supplier to provide a necessary component or part on a timely, compliant, and cost-effective basis could increase our contract cost and affect our ability to satisfy our contract obligations.

Our procurement practices are intended to provide materials, components, parts, and services that meet contract specifications and reduce the likelihood of our procurement of unauthorized, non-compliant, or deficient goods and services. We rely on our subcontractors and suppliers to comply with applicable laws, regulations and through representations and certifications from our subcontractors and suppliers regarding such compliance. We also conduct technical assessments, inspections, and audits, as necessary, with subcontractors and suppliers. Notwithstanding the actions we take to mitigate the risk of receiving non-compliant materials, components, parts, and services, subcontractors and suppliers sometimes provide us with unauthorized, non-compliant, or deficient goods and services, which can increase our contract costs and impact our ability to satisfy our contract obligations to our customers.

Our success depends, in part, on our ability to increase our current and future manufacturing capacity. If we are unable to do so, or to do so in a cost-effective manner, our business could be materially adversely affected.

We expect that we will need to increase our manufacturing capacity to meet current and future production demands. We are utilizing and may in the future utilize one or more strategies to increase such capacity including, among others, increasing investment in our current XFABs, identifying and retaining additional qualified personnel, utilizing third parties to support production needs, and identifying efficiencies in our current production process to support increased production. We also may seek to increase our capacity through acquisitions, partnerships, or other arrangements. Our ability to increase capacity is subject to risks and uncertainties. We cannot provide any assurances that we will be able to successfully expand production capacity, or to do so on a cost-effective basis. In addition, our ability to expand our manufacturing capacity will also depend greatly on our ability to hire, train, and retain an adequate number of personnel, in particular personnel with the appropriate level of knowledge, background and skills. If we are unable to hire such personnel, our business and financial results would be negatively impacted.

 

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Many of our contracts include performance obligations that incorporate innovative designs, state-of-the-art manufacturing expertise, or new technologies, or otherwise are dependent upon factors not wholly within our control, and failure to meet performance expectations could adversely affect our profitability and future prospects.

We design, develop, and manufacture products and perform services that often involve innovative designs, new technologies, and complex manufacturing processes. Delays and issues with product development, technology implementation, manufacturing, or subcontractor components or services can impact our contract performance.

Problems associated with development or implementation of these new technologies or design changes in the manufacturing process can lead to delays in the design and manufacturing schedule. The risks associated with new technologies or design changes during construction can both increase the cost of a ship and delay delivery.

Our products cannot always be tested and proven and are otherwise subject to unforeseen problems, including premature failure of elements that cannot be accessed for repair or replacement, substandard quality or workmanship, and unexpected degradation of product performance. These failures could result in loss of life or property and could negatively affect our results of operations as a result of unanticipated expenses that we don’t recover, diversion of management attention, loss of follow-on work, and, in the case of certain contracts, reimbursement to the customer of contract costs and fee payments previously received.

We periodically experience quality issues with respect to products and services that we sell to our customers. These issues can and have required significant resources to determine the source of the deficiencies and implement corrective actions. We may discover quality issues in the future related to our products and services that require analysis and corrective action. Such issues and our responses and corrective actions could have a material adverse effect on our financial position, results of operations, or cash flows.

We could be negatively impacted by security threats, including cybersecurity threats, and related disruptions.

As a defense contractor, we face significant cyber and other security threats. These threats include, among others, threats to our information technology infrastructure, including attempts to gain unauthorized access to classified, proprietary or other sensitive information or otherwise compromise the integrity, confidentiality and/or availability of our systems, hardware and networks or those of our suppliers and subcontractors; insider threats; ransomware; threats to the safety of our directors, officers and employees; threats to our facilities, infrastructure, products (we produce and use), and subcontractors or other suppliers; and threats from terrorist acts, espionage, civil unrest and other acts of aggression.

Our information technology infrastructure is critical to the efficient operation of our business and essential to our ability to perform day-to-day operations. We rely on this infrastructure to process, transmit, and store electronic information, including classified and other sensitive information of the U.S. and Israeli Governments. We face substantial cybersecurity threats, including threats to our and the U.S. and Israeli Governments’ proprietary and classified information from advanced nation state threat actors and non-state actors, sophisticated cybercrime syndicates, hacktivists, and insiders. These cybersecurity threats are continuously evolving and include security breaches (whether through cyber attack, cyber intrusion, or insider threat) via the internet; malicious software, including ransomware; computer viruses; attachments to emails; persons inside our organization or with access to systems inside our organization; subcontractors or suppliers; or other significant disruptions of our information technology networks and related systems or those of our suppliers or subcontractors, including through the use of new and emerging technologies like artificial intelligence. Some of these threats are zero-day attacks associated with previously unknown vulnerabilities in third party software products we utilize in our business.

We have experienced cybersecurity attacks and expect we will continue to experience additional attacks in the future. Cybersecurity attacks or other incidents can lead to the loss or misuse of sensitive information or

 

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capabilities; theft or corruption of data; harm to personnel, infrastructure or products; financial costs and liabilities; protracted interruptions of our operations and performance; significant recovery and restoration expenses; degraded performance on existing contracts; and misuse of our products. They also can harm our reputation, result in the loss of current or future contracts, including work on sensitive or classified systems for the U.S. and Israeli Governments, and cause us to incur significant costs or other potential liabilities, any of which could have a material adverse effect on our operations, financial position, results of operations, or cash flows. Given the persistence, sophistication, volume, and novelty of threats we face, we may not be successful in preventing or mitigating an attack that could have a material adverse effect on us, and the costs related to cyber or other security threats or disruptions may not be fully insured or indemnified by other means.

While we use robust countermeasures to mitigate the risks posed by cybersecurity threats, external and internal threat actors continuously seek to evade our cybersecurity countermeasures to gain unauthorized and unlawful access to our information technology infrastructure, assets, and data, both on premises and in the cloud. Even the most well-protected information, networks, systems, and facilities remain potentially vulnerable because attempted security breaches, particularly cybersecurity attacks and cyber intrusions or disruptions, regularly occur and will continue to occur in the future and the techniques used in such attempts are constantly evolving and generally are not recognized until launched against a target. As a result, we are not always able to anticipate techniques or to implement adequate security barriers or other preventative measures.

Our customers, suppliers, subcontractors, and other business partners also face cyber and other security threats. Although we undertake cooperative efforts with our customers, suppliers, subcontractors, and other business partners to facilitate their understanding of cybersecurity threats they face and potential cybersecurity countermeasures to mitigate potential cyber attacks and other security threats, we rely substantially on the safeguards implemented by these organizations, which affects the security of our information. These organizations have varying levels of cybersecurity expertise and safeguards, and their relationships with government contractors increases the likelihood that they are or will be impacted by the same cybersecurity threats we face.

We are also subject to disclosure and reporting obligations related to cybersecurity events. Despite rigorous processes, we may be unable to meet existing or future disclosure obligations and risk potentially having our disclosures when made misinterpreted. National security or public safety considerations may further affect, or in some instances prevent, our public disclosure of a cybersecurity incident in certain circumstances.

We could also encounter threats to our physical security, including our facilities and personnel, and threats from workplace violence, civil unrest, acts of sabotage or terrorism, and other local security issues, any of which could disrupt our business. Our customers and suppliers face similar risks that, if realized, could also adversely impact our operations. Any such events could cause delays or disruption or otherwise impact our business, and may require us to incur greater costs for security or to shut down operations for a period of time.

The occurrence and impact of these various risks are difficult to predict, but one or more of them could have a material adverse effect on our financial position, results of operations, or cash flows.

During the preparation of Xtend’s financial statements for this information statement/prospectus, material weakness was identified in its internal control over financial reporting. Failure to establish and maintain effective internal control over financial reporting in accordance with the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, and remediate this material weakness could have an adverse effect on our business and results of operation.

In connection with the preparation and audit of Xtend’s consolidated financial statements as of December 31, 2025 and 2024, our management identified certain control deficiencies in the design and implementation of its internal control over financial reporting that constituted a material weakness. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the financial statements will not be prevented or detected on a timely basis.

 

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The material weakness was driven by failure to design and maintain formal accounting policies, processes, and controls to analyze, and account for complex transactions as well as a need for additional accounting personnel who have the requisite experience in SEC reporting regulation. This material weakness did not result in any material misstatements to our consolidated financial statements.

Management is developing a plan to remediate the material weakness identified, including hiring additional accounting staff with the requisite background and knowledge, engaging third parties to assist in complying with the accounting and financial reporting requirements related to significant and complex transactions as well as adding personnel to assist with formalizing our business processes, accounting policies and internal control documentation, strengthening supervisory reviews by our management, and evaluating the effectiveness of our internal controls in accordance with the framework established by Internal Control - Integrated Framework (2013) published by the Committee of Sponsoring Organizations of the Treadway Commission. While our efforts are ongoing, we plan to continue to take additional steps to remediate the material weakness, improve our financial reporting systems, and implement new policies, procedures, and controls; however, we cannot guarantee those measures will prevent or detect material weakness in the future.

Neither management nor an independent registered public accounting firm has performed an evaluation of Xtend’s internal control over financial reporting in accordance with the provision of the Sarbanes-Oxley Act because no such evaluation has been required. However, upon Closing, Xtend will be part of New PubCo. Management will therefore be required to certify the effectiveness of New PubCo’s internal controls over financial reporting pursuant to Section 404(a) of the Sarbanes-Oxley Act, beginning with the filing of New PubCo’s Annual Report on Form 10-K for the year ended December 31, 2026.

Management cannot assure that they will be successful in remediating the material weakness identified in the internal controls over financial reporting as of December 31, 2025. The failure to correct the material weakness or the failure to discover and address any other material weakness or deficiencies could result in inaccuracies in the financial statements and impair the ability to comply with applicable financial reporting requirements and related regulatory filings on a timely basis.

We utilize artificial intelligence, which could expose us to liability, as well as regulatory, competition, reputational, or other risks, or otherwise adversely affect our business.

We utilize artificial intelligence, including generative artificial intelligence, machine learning, and similar tools and technologies that collect, aggregate, analyze, or generate data or other materials or content, or collectively, AI, in connection with our business, including in our products, to enhance productivity and operational efficiency and optimize processes utilized in our business. There is inherent risk and uncertainty involved in using AI and we cannot provide assurances that our use of AI will enhance our products or services, produce the intended results, or keep pace with our competitors. If the AI that we implement in our products or the tools we use are deficient, incomplete, inaccurate, biased, controversial, or otherwise flawed, we could incur competitive harm, legal liability, brand or reputational harm, or other adverse impacts on our business and financial results. For example, generative AI has been known to produce false or “hallucinatory” inferences or output, and certain generative AI uses machine learning and predictive analytics, which can create inaccurate, incomplete, or misleading content, unintended biases, and other discriminatory or unexpected results, errors, or inadequacies, any of which may not be easily detectable by us or any of our related service providers. In addition, the degraded or flawed performance of the AI we utilize may not be easily detectable and may result from adversarial attacks that include data poisoning, malware risks, and evasion techniques which are not readily detectable. In the context of our autonomous or semi-autonomous unmanned aerial vehicle, or UAV, operations, any such inaccuracy or error or degradation in AI-driven decision-making could have severe consequences, including mission failure, property damage, or loss of life.

 

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Our autonomous AI systems may not perform as intended, and the failure of such systems could result in serious harm, significant liability, and reputational damage.

Our products rely on AI and machine learning to enable autonomous or semi-autonomous operations. These autonomous capabilities involve complex, rapidly evolving technologies that may not perform as expected in all operating environments or conditions, particularly in dynamic, contested, or degraded environments. Autonomous systems may make decisions or take actions that produce unintended, erroneous, or harmful results. Any malfunction, error, or unintended action by our autonomous AI systems could result in property damage, bodily injury, or loss of life, and could expose us to significant legal liability, regulatory action, and reputational harm.

AI presents risks and challenges that can impact our business, including by posing security risks to our confidential information, proprietary information and personal data.

If any of our employees, contractors, consultants, vendors, or service providers use any third-party AI-powered tools or solutions in connection with our business or the services they provide to us, it may lead to the inadvertent disclosure or incorporation of our confidential information or the confidential or proprietary data of our customers or other third parties into publicly available training sets, which may impact our ability to realize the benefit of, or adequately maintain, protect, and enforce our intellectual property or confidential information, harming our competitive position and business. Our ability to mitigate risks associated with disclosure of our confidential information, including in connection with AI systems, will depend on our implementation, maintenance, monitoring, and enforcement of appropriate technical and administrative safeguards, policies, and procedures governing the use of AI in our business.

In addition, the use of AI has resulted in, and may in the future result in, cybersecurity breaches, incidents, or disruptions that implicate the personal information of clients of AI systems. Further, bad actors around the world use increasingly sophisticated methods, including the use of AI, to engage in illegal activities involving the theft and misuse of personal information, confidential information, and intellectual property. AI-driven capabilities also allow threat actors to drastically increase the volume of their attacks and produce persuasive content in multiple languages, expanding the geographic reach of attacks. To the extent that we do not have sufficient rights to use the data or other material or content used in or produced by the AI tools used in our business, or if we or our contractors, consultants, vendors, or service providers experience cybersecurity incidents in connection with our use of AI, it could adversely affect our reputation and expose us to legal liability or regulatory risk, including with respect to third-party intellectual property, privacy, data protection and cybersecurity, publicity, contractual, or other rights.

We may be unable to enhance our existing solutions to incorporate advanced AI capabilities, which could impair our ability to compete effectively and adversely affect our business, results of operations and financial condition.

If we do not adopt and integrate AI tools as rapidly as our competitors, our ability to maintain or improve our competitive position may be adversely affected. Failure to keep pace with industry-wide advancements in AI-driven efficiency could result in operational inefficiencies and adversely impact our results of operations. AI technology may lower barriers to entry in our industry, and we may be unable to effectively compete with the products or services offered by new competitors. The effort to gain technological expertise and develop new technologies in our business requires us to incur significant expenses. Some of our existing and future competitors have or will have greater financial, human, and other resources.

Concerns relating to the responsible use of AI, including ethical issues associated with autonomous systems, may result in reputational or financial harm and liability.

Concerns relating to the responsible use of AI in our solutions may also result in reputational or financial harm and liability and may cause us to incur costs to resolve such issues. If we enable or offer solutions that draw

 

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controversy due to their perceived or actual impact on society, such as AI solutions that have unintended consequences, or are controversial because of their impact on human rights, privacy, employment or other social, economic or political issues, or if we are unable to develop effective internal policies and frameworks relating to the responsible development and use of AI models and systems offered through our sales channels, we may experience brand or reputational harm, competitive harm or legal liability.

Autonomous AI systems raise significant and evolving questions regarding liability, accountability, and the allocation of responsibility for actions taken without direct human oversight. It is currently unclear, and may remain uncertain for the foreseeable future, how courts, regulators, and government procurement authorities will allocate liability among the manufacturer of an autonomous system, the operator, and other parties when autonomous AI-driven actions result in unintended harm. In addition, AI regulation is rapidly evolving worldwide as legislators and regulators increasingly focus on these powerful emerging technologies. The technologies underlying AI and its uses are subject to a variety of laws and regulations, and are expected to be subject to increased regulation and new laws or new applications of existing laws and regulations. AI is the subject of ongoing review by various U.S. governmental and regulatory agencies, and various U.S. states and other foreign jurisdictions are applying, or are considering applying, their platform moderation, data privacy, and security laws and regulations to AI or are considering general legal frameworks for AI. We may not be able to anticipate how to respond to these rapidly evolving frameworks, and we may need to expend resources to adjust our operations or offerings in certain jurisdictions if the applicable legal frameworks are inconsistent across jurisdictions. Furthermore, because AI technology itself is highly complex and rapidly developing, it is not possible to predict all of the legal, operational, or technological risks that may arise relating to the use of AI.

Regulatory and legislative developments related to the use of AI could adversely affect our use of such technologies in our solutions and business.

For example, in August 2024, the EU AI Act, or the AI Act, which establishes broad obligations for the development and use of AI-based technologies in the EU based on their potential risks and level of impact, came into force. This framework categorizes AI systems, based on the risks associated with such AI systems’ intended purposes, as creating unacceptable or high risks, with all other AI systems being considered low risk. Furthermore, the AI Act includes requirements around transparency, conformity assessments and monitoring, risk assessments, human oversight, security, accuracy, general purpose AI, and foundation models, and provides for fines of up to the greater of €35 million or 7% of worldwide annual turnover for violations. There is a risk that our current or future AI-powered solutions may obligate us to comply with the applicable requirements of the AI Act, which may impose additional costs on us, increase our risk of liability, or adversely affect our business.

In the U.S., the federal regulatory landscape is evolving rapidly, including recent actions by the Trump Administration, such as the AI Action Plan and related executive orders. These developments may result in changes to governmental priorities, enforcement approaches, and compliance expectations applicable to the development, deployment, and use of AI technologies. Regulatory frameworks governing the use of autonomous AI in defense and other applications are still developing, and new laws, regulations, or government procurement requirements may impose constraints on the degree of autonomy permitted in our products, mandate specific human oversight or intervention requirements, or impose other conditions that could increase our development costs, delay product deployment, or limit the markets in which we can sell our solutions. As a result, we may need to develop and implement AI governance and compliance measures, which may require changes to our operations and processes, result in increased compliance costs and potential increases in enforcement claims against us, and could adversely affect our business, results of operations and financial condition.

There may be difficulty in retaining experts in artificial intelligence and other related areas.

To successfully develop and deploy AI in our products, we must attract and retain highly qualified personnel with expertise in artificial intelligence, machine learning, and data science. Competition for hiring these employees is intense, and many of the companies with which we compete for experienced employees have greater resources

 

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than we have. If we fail to attract new technical personnel or fail to retain and motivate our current employees, our business and future growth prospects could be harmed.

As the utilization of AI becomes more prevalent, we anticipate that it will continue to present new or unanticipated ethical, reputational, technical, operational, legal, competitive, and regulatory issues, among others. We expect that our incorporation of AI in our business will require additional resources, including the incurrence of additional costs, to develop and maintain our solutions to minimize potentially harmful or unintended consequences, to comply with applicable and emerging laws and regulations, to maintain or extend our competitive position and to address any ethical, reputational, technical, operational, legal, competitive, or regulatory issues which may arise as a result of any of the foregoing. As a result, the challenges presented with our use of AI could adversely affect our business, results of operations and financial condition.

Our business is subject to significant disruption from armed conflict, natural disasters, environmental disasters, and other events outside of our control that could have a material adverse effect on our financial position, results of operations, or cash flows.

We have been, and may in the future be, exposed to damaging storms and other extreme weather conditions, such as hurricanes and floods (which may be exacerbated by changing weather patterns or environmental conditions), rising sea waters, environmental disasters such as oil spills, armed conflicts, acts of terrorism, and health epidemics, pandemics, and similar outbreaks. We also may experience disruptions to electrical and other power distribution networks, information technology, and other critical infrastructure needed for normal business operations and our performance. We anticipate that our facilities and operations, particularly in regions prone to military conflict, natural disasters and extreme weather events, will continue to be at risk of unexpected work stoppages.

Natural disasters, environmental disasters, and other events outside of our control can result in significant adverse impacts to our business, including by adversely impacting our workforce and supply chain, resulting in increased costs or other financial impacts, causing schedule or production delays or temporary closures of our facilities or facilities of our customers or suppliers, or other impacts. These events also may impact our suppliers’ and subcontractors’ ability to perform and may disrupt the availability of raw materials and supplies needed for our performance.

Although we endeavor to mitigate the risk associated with these events, if insurance or other means of recovery or risk mitigation are unavailable or insufficient, or if we experience delays in such recovery, the damage and adverse impacts caused by such events may be significant, and our financial position, results of operations, or cash flows could be materially adversely affected.

In particular, as a company with substantial operations, employees, and facilities located in the State of Israel, we are exposed to risks arising from Israel’s ongoing military conflicts and regional instability, including the potential for escalation of hostilities with neighboring countries and Palestinian territories. The security situation in the State of Israel, including acts of terrorism, armed conflict, missile attacks, and civil unrest, could directly impact our Israeli facilities, personnel, and supply chain. Additionally, Israeli employees are subject to mandatory military reserve duty, which may disrupt our operations if a significant number of employees are called to active service during periods of heightened conflict. Political and economic instability in the State of Israel, or changes in the relationship between the State of Israel and other countries, could also adversely affect our business and New PubCo following the mergers.

Because Xtend has significant operations in the State of Israel, Xtend may be subject to political, economic and other conditions affecting Israel (including war and hostilities in the Middle East) that could materially affect our business.

Xtend’s principal executive offices and a significant portion of its research and development operations and personnel are located in the State of Israel. As a result, political, economic and military conditions in Israel and

 

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the surrounding region may directly affect our business and operations. Any major hostilities involving Israel, a full or partial mobilization of reserve forces of the Israeli army, the interruption or curtailment of trade between Israel and its present trading partners, or a significant downturn in the economic or financial condition of Israel could have a material adverse effect on Xtend’s business, financial condition and results of operations.

Since its establishment in 1948, Israel and its neighbors have engaged in a number of armed conflicts. A state of hostility, varying from time to time in intensity and degree, has led to security and economic challenges for Israel. Major hostilities between Israel and its neighbors may hinder Israel’s international trade and lead to economic downturn. This, in turn, could have a material adverse effect on Xtend’s operations and business.

In addition, Israel faces threats from more distant neighbors, in particular, Iran which attacked Israel during 2024 and 2025, and may be developing nuclear weapons and has targeted cyber-attacks against Israeli entities, and terrorist groups in Yemen, which attacked Israel and limited the movement of marine shipments to Israel through the Red Sea.

On February 28, 2026, Israel and the United States launched a joint attack on Iran, targeting key officials, military commanders and facilities, resulting in the death of Iran’s Supreme Leader and other key officials and military commanders. In retaliation, Iran launched hundreds of ballistic missiles and drones against civilian targets in Israel and against U.S. military bases, civilian aviation facilities and other civilian targets in several countries in the Persian Gulf, including Jordan, Kuwait, Bahrain, Qatar, Iraq, Saudi Arabia and United Arab Emirates. The war has also led to widespread airspace closures in the region.

Currently Xtend continues its business and operations but the intensity and duration of Israel’s current war is difficult to predict, as are such war’s economic implications on our business and operations and on Israel’s economy in general.

Furthermore, there are a number of countries that restrict or frown upon business with Israel or Israeli companies, and Xtend is precluded from marketing its products to these countries. Restrictive laws or policies directed towards Israel or Israeli companies may have an adverse impact on Xtend’s operations, Xtend’s financial results or the expansion of Xtend’s business. These events may be intertwined with wider macroeconomic indications of a deterioration of Israel’s economic standing, that may involve an additional downgrade in Israel’s credit rating by rating agencies (such as the downgrade of the credit rating of Israel by Moody’s, S&P and Fitch), which may have a material adverse effect on our company and its ability to effectively conduct its operations.

Finally, the current elected government in Israel is pursuing extensive reforms to Israel’s judicial system and has recently renewed its efforts to effect such changes. Certain financial, legal and commercial organizations and entities have claimed that such changes, if adopted, could adversely affect the macroeconomic condition in which we operate. At this stage, the proposed legislation has not become effective, and its scope has not been fully determined; we cannot assess the potential impacts of these changes and their likelihood on our business, prospects, financial condition, and results of operation.

Legal and Regulatory Risk Factors

As a government contractor, we are heavily regulated and could be adversely affected by changes in regulations or negative findings from a government audit or investigation.

As a government contractor, we are subject to significant legal regulatory requirements. Government contracting requirements increase our contract performance costs and compliance costs and risks, and change on a routine basis. New laws, regulations, or procurement requirements, or changes to existing ones (including, for example, regulations related to cybersecurity, information and data protection, environment, cost accounting, taxes, pensions, counterfeit parts, specialty metals, and use of certain foreign equipment, among others), can increase our performance costs and compliance costs and risks, and reduce our profitability. In addition, if we are

 

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found to have engaged in illegal activities, or are found to not be presently responsible we may be subject to reductions in contract values, contract modifications or terminations, penalties, fines, repayments, compensatory, treble, or other damages, or suspension or debarment.

We operate in a heavily regulated environment and are overseen and routinely audited by the U.S., Israeli and Singapore Governments and their respective agencies, including the DoW, Directorate of Defense Research & Development, Ministry of Defence, Israel Aerospace Industries, and Defence Science and Technology Agency. These agencies evaluate our performance, cost structures, and compliance, as well as the adequacy of our business systems and processes. If an audit uncovers improper or illegal activities, we may be subject to administrative, civil, or criminal proceedings, which could result in fines, penalties, repayments, sanctions, compensatory, treble, or other damages. Allegations of impropriety can also cause significant reputational damage.

Certain government customers, including the U.S. Government, also has the ability to decrease or withhold contract payments if it determines significant deficiencies exist in one or more of our business systems. In response to audits, investigations, and inquiries, we may be required to adjust our contract prices and costs allocated to our government contracts. Such audits, investigations, and inquiries may result in reductions of our contract prices, which could be substantial. Costs we incur that are determined to be unallowable or improperly allocated to a specific contract will not be recovered or must be refunded to the customer if previously reimbursed.

If we or those with whom we do business do not comply with the laws, regulations, rules, contract terms, and processes to which we are subject or if customer business practices or requirements change significantly, including with respect to allowable costs, it could affect our ability to compete, have a significant adverse impact on our reputation, and have a material adverse effect on our financial position, results of operations and/or cash flows.

We are subject to investigations, claims, litigation, disputes and other legal proceedings that could ultimately be resolved against us.

The size, nature, and complexity of our business make us highly susceptible to investigations, claims, litigation, disputes, and other legal proceedings. We are and may become subject to various legal proceedings across a broad array of matters, including but not limited to, administrative, civil, and criminal litigation, class actions, environmental claims, income tax proceedings, antitrust claims, compliance proceedings, customer claims, enforcement actions, audits, investigations and other legal proceedings, which can divert financial and management resources and result in fines, penalties, compensatory, treble, or other damages, or nonmonetary sanctions. Government regulations also provide that certain allegations against a contractor may lead to suspension or debarment from government contracts or suspension of export privileges. Suspension or debarment or criminal resolutions in particular could have a material adverse effect on our business because of our reliance on government contracts and authorizations. Any litigation, claim, dispute, audit, or investigation, even if pending or not ultimately substantiated or if fully indemnified or insured, could negatively impact our reputation among our customers and the public and make it more difficult for us to compete effectively or acquire adequate insurance in the future. The negative resolution of investigations, claims, litigation, disputes or other legal proceedings could have a material adverse effect on our financial position, results of operations, or cash flows. See Note 10: Commitments and Contingencies.

Environmental costs could have a material adverse effect on our financial position, results of operations, or cash flows.

Our operations are subject to and affected by federal, state, local, and foreign environmental laws and regulations relating to the discharge, storage, treatment, handling, disposal, and remediation of certain materials, substances, and wastes used in our operations. Future environmental laws or regulations could also impact us. Environmental laws and regulations may require the installation of costly pollution control equipment or

 

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operational changes to limit emissions or discharges and/or to decrease the likelihood of accidental hazardous material releases. We expect to incur future capital and operating costs to comply with current and future laws and regulations for environmental protection and remediation, and such costs could be substantial, depending on the future proliferation of environmental requirements and the extent to which we discover currently unknown environmental conditions.

Certain of our manufacturing operations require the use of hazardous materials. To manage these materials, we are required to maintain above ground and underground storage tanks, which may leak and require remediation.

Various federal, state, and local environmental laws and regulations impose restrictions on the discharge of pollutants into the environment and establish standards for the transportation, storage, and disposal of toxic and hazardous wastes. Substantial fines, penalties, and criminal sanctions may be imposed for noncompliance, and certain environmental laws impose joint and several “strict liability” for remediation of spills and releases of oil and hazardous substances. Such laws and regulations impose liability upon a party for environmental cleanup and remediation costs and damage without regard to the negligence or fault of such party and could expose us to liability for the conduct of or conditions caused by third parties. Moreover, if we violate the Clean Air Act or the Clean Water Act, the facility or facilities involved in the violation could be placed by the EPA on a list of facilities that generally cannot be used in performing on U.S. Government contracts until the violation is corrected.

Our business may be affected by environmental impacts, including changing weather patterns or environmental conditions and evolving legal and regulatory requirements and stakeholder sentiment. Changes in environmental laws or regulations, including regulations on greenhouse gas emissions, carbon pricing, energy taxes, product efficiency standards, mandatory disclosure obligations, and other requirements, could increase our operational and compliance expenditures and those of our suppliers, including increased energy and raw materials costs and costs associated with manufacturing changes. We also may be impacted by evolving stockholders or other stakeholder sentiment regarding environmental matters.

The adoption of new environmental laws and regulations, stricter enforcement of existing laws and regulations, imposition of new cleanup requirements, discovery of previously unknown or more extensive contamination, litigation involving environmental matters, our inability to recover related costs under our government contracts, or the financial insolvency of other responsible parties could cause us to incur costs that could have a material adverse effect on our financial position, results of operations, or cash flows.

Our business and reputation may be adversely affected by the improper conduct of employees, agents, suppliers, subcontractors, business partners, or joint ventures in which we participate.

We may be liable for the misconduct of employees, agents, or others working with us or for us, including subcontractors and suppliers, due to their violations of applicable laws or regulations, including laws governing improper payments to government officials, the protection of export controlled or classified information, false claims, procurement integrity cost accounting and billing, antitrust and competition, information security and data privacy, and contract terms. We have implemented a compliance program that is designed to prevent and detect misconduct. However, we cannot ensure that we will prevent all such misconduct. We have been, and may in the future be, impacted by such misconduct. Any improper conduct by our employees, agents, or others with whom we do business or who are working on our behalf could subject us to administrative, civil, or criminal investigations and enforcement actions, monetary and non-monetary penalties, liabilities, and the loss of privileges or other sanctions including suspension or debarment, which could have a material adverse effect on our financial position, results of operations, or cash flows.

The risk of improper conduct may increase as we expand our operations globally, including as we pursue opportunities with new partners. We may be unable to prevent misconduct or violations of applicable laws by these joint ventures (including their officers, directors and employees) or our business partners. Moreover, actions that are inconsistent with our culture and values, including with respect to product safety or quality, legal or regulatory compliance, financial reporting, or people management, may cause us significant reputational damage.

 

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Changes in tax laws and regulations or exposure to additional tax liabilities could adversely affect our financial results.

We are subject to income and other taxes in the U.S. (federal and state) and foreign jurisdictions. Changes in applicable tax laws and regulations or their interpretation and application, including those with retroactive effect, have affected and could affect our tax expense and profitability and cash flows. On July 4, 2025, Public Law 119-21, or the Act, was signed into law. The Act provides for significant changes to the Code that impacts corporations, including making certain business deductions permanent, such as bonus depreciation and immediate expensing of domestic research and development expenditures.

In addition to future changes in tax laws, the amount of net deferred tax liabilities will change periodically as a result of a number of factors, including the measurement of our defined benefit pension plans, actual cash contributions to our defined benefit pension plans, changes in the timing of contract taxable income, and changes in the amount and timing of depreciation and amortization deductions. We are also regularly under audit or examination by taxing authorities, including foreign tax authorities. The final determination of tax liabilities and any related litigation could similarly result in unanticipated increases in our tax expense and affect profitability and cash flows.

We may be unable to adequately protect our intellectual property rights, and certain of our intellectual property may be subject to Israeli government restrictions, which could affect our ability to compete.

We own trademarks, copyrights, and other forms of intellectual property related to our business, and we license intellectual property rights to and from third parties. Intellectual property protection in the field of artificial intelligence and machine learning is currently under development, and there is uncertainty in different jurisdictions as to the degree and extent of protection warranted for inventions involving artificial intelligence and machine learning. If we fail to obtain protection for the intellectual property rights concerning our artificial intelligence and machine learning technologies, or later have our intellectual property rights invalidated or otherwise diminished, our competitors may be able to take advantage of our research and development efforts to develop competing products. In order to protect our proprietary technology and processes, we rely in part on confidentiality and intellectual property assignment agreements with our employees, consultants, and other advisors. These agreements may not effectively prevent disclosure of confidential information nor result in the effective assignment to us of intellectual property and may not provide an adequate remedy in the event of unauthorized disclosure of confidential information or other breaches of the agreements.

Any output created by us using AI tools may not be subject to copyright protection, which may adversely affect our intellectual property rights in, or ability to commercialize or use, any such content. The output produced by AI tools may include information subject to certain privacy or right of publicity laws or constitute an unauthorized derivative work of the copyrighted material used in training the underlying AI model, any of which could also create a risk of liability for us, or adversely affect our business, results of operations or financial condition.

Furthermore, any output created by us using AI tools may not be subject to copyright protection, which may adversely affect our intellectual property rights in, or ability to commercialize or use, any such content. The output produced by AI tools may include information subject to certain privacy or right of publicity laws or constitute an unauthorized derivative work of the copyrighted material used in training the underlying AI model, any of which could also create a risk of liability for us, or adversely affect our business, results of operations or financial condition. AI-related lawsuits to date have generally focused on AI service providers, which may increase our risks of liability.

To the extent any of our intellectual property has been developed with funding or grants from the Israeli Innovation Authority, or the IIA (formerly known as the Office of the Chief Scientist), such intellectual property, together with any later developments derived from, based on, or constituting improvements or modifications of

 

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such know-how, or collectively, the IIA Funded Know-How, will be subject to restrictions under the Israeli Encouragement of Industrial Research, Development and Technological Innovation Law, 5744-1984, or the Innovation Law, including restrictions on the transfer or license of such technology inside or outside of the State of Israel without prior IIA committee approval (which is discretionary and may not be granted, or may be subject to conditions imposed by the IIA), mandatory royalty payments to the IIA on product sales (typically ranging from 3% to 6% of sales until the total grant amount plus interest is repaid), and requirements to manufacture products in the State of Israel unless IIA approval is obtained. These restrictions could limit our strategic and operational flexibility, require us to pay substantial redemption fees (potentially ranging from the amount of grants received up to six times such amount, depending on various factors including whether we retain research and development operations in the State of Israel) to obtain approval to transfer technology outside of the State of Israel, reduce the net consideration available to our shareholders in a merger or similar change of control transaction, and impose ongoing financial obligations that could adversely affect our profitability. The restrictions under the Innovation Law continue to apply even after payment of the full amount of royalties payable pursuant to the grants. In addition, any change of control or change of ownership that would make a non-Israeli citizen or resident an “interested party” as defined in the Innovation Law requires prior written notice to the IIA. Failure to comply with IIA requirements could result in the loss of benefits, penalties, the obligation to refund grants previously received together with interest and penalties, criminal charges, and financial sanctions. In addition, the government of the State of Israel may from time-to-time audit sales of products which it claims incorporate IIA Funded Know-How, which may lead to additional royalties being payable and may subject such products to additional IIA restrictions and obligations. The Israeli government does not, however, own intellectual property rights in technology developed using IIA funding.

Intellectual property discovered through government funded programs may be subject to federal regulations such as “march-in” rights, certain reporting requirements and a preference for U.S.-based companies. Compliance with such regulations may limit our exclusive rights and limit our ability to contract with non-U.S. manufacturers.

We may acquire or license in the future intellectual property rights that have been generated through the use of U.S. government funding or grants. Pursuant to the Bayh-Dole Act of 1980, the U.S. government has certain rights in inventions developed with government funding. These U.S. government rights include a non-exclusive, non-transferable, irrevocable worldwide license to use inventions for any governmental purpose. In addition, the U.S. government has the right, under certain limited circumstances, to require us to grant exclusive, partially exclusive, or non-exclusive licenses to any of these inventions to a third-party if it determines that: (1) adequate steps have not been taken to commercialize the invention; (2) government action is necessary to meet public health or safety needs; or (3) government action is necessary to meet requirements for public use under federal regulations, or also referred to as march-in rights. If the U.S. government exercised its march-in rights in our future intellectual property rights that are generated through the use of U.S. government funding or grants, we could be forced to license or sublicense intellectual property developed by us or that we license on terms unfavorable to us, and there can be no assurance that we would receive compensation from the U.S. government for the exercise of such rights. The U.S. government also has the right to take title to these inventions if the grant recipient fails to disclose the invention to the government or fails to file an application to register the intellectual property within specified time limits. Intellectual property generated under a government funded program is also subject to certain reporting requirements, compliance with which may require us to expend substantial resources. In addition, the U.S. government requires that any products embodying any of these inventions or produced through the use of any of these inventions be manufactured substantially in the United States. This preference for U.S. industry may be waived by the federal agency that provided the funding if the owner or assignee of the intellectual property can show that reasonable but unsuccessful efforts have been made to grant licenses on similar terms to potential licensees that would be likely to manufacture substantially in the United States or that under the circumstances domestic manufacture is not commercially feasible. This preference for U.S. industry may limit our ability to contract with non-U.S. product manufacturers for products covered by such intellectual property.

 

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If we are unable to protect the confidentiality of our trade secrets, our business and competitive position would be harmed.

We also rely upon proprietary technology, information, processes, and know-how that are not protected by patents. We seek to protect this information through trade secret or confidentiality agreements with our employees, consultants, subcontractors, and other parties, as well as through other measures. These agreements and other measures may not, however, adequately protect the trade secrets on which we depend. In addition, trade secrets may be independently developed by competitors. Competitors may hire our former employees or consultants who may misappropriate our intellectual property or proprietary technology or misuse our confidential information. Further, we cannot guarantee that we have entered into confidentiality agreements with each party that has or may have had access to our trade secrets, confidential information, software, or other proprietary technology.

Our success depends on our ability to protect our intellectual property and our proprietary technologies.

Our intellectual property may also be subject to challenge, invalidation, infringement, misappropriation, or circumvention by third parties. In the event of infringement, misappropriation, breach of a confidentiality agreement, or unauthorized disclosure of proprietary information, we may not have adequate legal remedies to protect our intellectual property. Litigation to determine the scope of our rights or to protect our rights, even if successful, could be costly and a diversion of management’s attention. If we are unable to protect our intellectual property rights adequately, our business could be adversely affected.

Third parties claiming that we infringe their intellectual property rights could cause us to incur significant legal expenses and prevent us from selling our solutions.

Companies and individuals in our industries, including some of our current and potential competitors, own large numbers of patents, copyrights, trademarks and trade secrets and frequently enter into litigation based on allegations of infringement, misappropriation or other violations of intellectual property rights. Claims have been threatened under both U.S. and foreign laws for trademark infringement and other theories based on our use of the trade name “Xtend” and derivatives and combinations thereof. We may receive additional notices that claim we have infringed, misappropriated or otherwise violated other parties’ intellectual property rights. Any intellectual property infringement or misappropriation claims, with or without merit, could be very time consuming, could be expensive to settle or litigate and could divert our management’s attention and other resources. These claims could also subject us to significant liability for damages, potentially including treble damages if we are found to have willfully infringed patents or copyrights, or result in an injunction requiring us to stop using the challenged technology. Further, resolution of claims may require us to redesign or rebrand our products, license rights from third parties on potentially unfavorable terms, cease using certain brand names (including Xtend and derivatives thereof) or other intellectual property rights altogether, or make substantial payments for royalty or license fees, all of which could adversely affect our ability to maintain and protect our brands, increase costs, confuse customers and users, and adversely affect our growth.

In addition, the use of AI tools by us, our employees, or third parties may generate output that incorporates or is derived from third-party intellectual property in ways that are difficult to detect, potentially exposing us to infringement claims or limiting our ability to assert proprietary rights in AI-generated work product. Any output created by us using AI tools may not be subject to copyright protection, which may adversely affect our intellectual property rights in, or ability to commercialize or use, any such content.

We also use certain intellectual property licensed to us by third parties. In the case of such licensed intellectual property, we may be unable in the future to secure the necessary licenses to use such intellectual property, or to secure the licenses on commercially reasonable terms. If we cannot license or develop around third-party intellectual property for any infringing aspect of our business, we would be forced to limit or stop sales of one or more of our solutions or features of our solutions and may be unable to compete effectively. Any of these results would harm our business, financial condition and operating results.

 

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In addition, our agreements with customers and channel partners may include indemnification provisions under which we agree to indemnify them for losses suffered or incurred as a result of claims of intellectual property infringement based on our technology and solutions. We could be subject to large indemnity payments which could harm our business, financial condition and operating results.

Our reliance on open source software may impair the commercialization of our solutions and expose us to potential litigation.

Certain aspects of our solutions are built using open source software, and we expect to continue using open source software in the future. While open source software is generally freely accessible and usable, certain open source licenses may, under specific circumstances, require us to offer our solutions that incorporate the open source software at no cost, make available the source code for modifications or derivative works we create based on the open source software, and/or license such modifications or derivative works under the terms of the applicable open source license or on otherwise unfavorable terms. While we monitor our compliance with open source licenses and take steps to protect our proprietary source code, we may inadvertently use open source software in ways we did not intend, potentially exposing us to claims of breach of contract or intellectual property infringement. Moreover, the terms of certain open source licenses have not yet been interpreted by U.S. or foreign courts, and there is a risk that such licenses could be construed in a manner that imposes unexpected conditions or restrictions on our ability to commercialize our solutions. Additionally, use of certain open source software can lead to greater risks than use of third-party commercial software, as open source licensors generally do not provide warranties or controls on the origin of software and, thus, may contain security vulnerabilities or broken code. There is typically no support available for open source software, and we cannot ensure that the authors will implement updates to address security risks or will not abandon further development and maintenance. Further, our use of any AI tools that use, incorporate, or output any open source software may heighten the foregoing risks. Any of these risks could be difficult to eliminate or manage, and if not addressed, could harm our business, financial condition and operating results.

Our insurance coverage may be inadequate to cover all of our significant risks or our insurers may deny coverage of material losses we incur, which could adversely affect our profitability and financial position.

We seek to insure our significant risks and potential liabilities that are insurable, including, among others, property loss from natural disasters, product liability, and business interruption resulting from an insured property loss. In some circumstances, we may be indemnified for losses by our government customers, subject to the availability of appropriated funds. Not every risk or liability can be protected by insurance, and, for insurable risks, the limits of coverage we can reasonably purchase may not be sufficient to cover the full amount of our actual losses or liabilities, including, for example, in the case of a catastrophic hurricane. In addition, the nature of our business can make it difficult to quantify the disruptive impact and loss resulting from such events. Limitations on the availability of insurance coverage may result in substantial uninsured losses, which could have a material adverse effect on our financial position, results of operations, or cash flows. Even in cases for which we have insurance coverage, disputes with insurance carriers over coverage may affect the timing of cash flows and cause us to incur significant expense to pursue insurance claims. In addition, an unfavorable outcome in the event of litigation with an insurance carrier may have a material adverse effect on our financial position, results of operations, or cash flows.

If we fail to manage acquisitions, joint ventures, equity investments, and other transactions successfully or if acquired businesses or equity investments fail to perform as expected, our financial results, business, and future prospects could be harmed.

As part of our business strategy, we regularly review, identify, and evaluate potential investments, acquisitions, joint ventures, strategic partnerships and teaming or other collaborative arrangements. We aim to pursue opportunities that align with and complement our business and growth objectives. When evaluating

 

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potential opportunities, we make significant judgments regarding the value of the opportunity, potential costs, and other liabilities associated with opportunity. These transactions often involve other risks and uncertainties and require substantial management resources and can divert management’s attention from our existing business. Unidentified or identified but un-indemnified or uninsured pre-closing liabilities could affect our future financial results, particularly through successor liability under procurement laws and regulations, anti-corruption, environmental, tax, import export, and technology transfer laws, which provide for civil and criminal penalties and the potential for debarment. We also may incur unanticipated costs or expenses, including post-closing asset impairment charges, expenses associated with eliminating duplicate facilities, employee retention, transaction-related or other litigation, and other liabilities. Any of the foregoing could adversely affect our business and results of operations.

Joint ventures, partnerships, and other non-controlling investments operate under shared control with other parties. These arrangements typically include many of the same risks and uncertainties, but may also expose us to additional risks not present if we retained full control. A joint venture partner may have economic or other business interests that are inconsistent with our interests, and we may be unable to prevent strategic decisions that may adversely affect our business, financial condition, and results of operations. We also could be adversely affected by, or liable for, actions taken by joint ventures that we do not control, or actions taken by members of the joint ventures, including violations of anti-corruption, import and export, taxation, and anti-boycott laws.

We are also exposed to risks associated with restrictions on currency exchange and significant currency fluctuations.

A substantial portion of our operating expenses, particularly personnel costs in Israel ($7.1 million in labor) and Singapore ($3.9 million in labor), are denominated in local currencies including NIS, the Singapore dollar, the Euro and the British pound sterling. Xtend’s functional and reporting currency is the U.S. dollar. As a result, we are exposed to the risk that such foreign currencies may appreciate relative to the dollar, or, if such currencies instead devalue relative to the dollar, that the inflation rate in the respective country may exceed such rate of devaluation of its respective currency, or that the timing of such devaluation may lag behind inflation in the respective country. In any such event, the dollar cost of Xtend’s operations outside of the U.S. would increase and our dollar-denominated results of operations would be adversely affected. We cannot predict any future trends in the rate of inflation or the rate of devaluation (if any) of foreign currencies against the dollar, and any significant inflation or devaluation could have a material adverse effect on New PubCo following the mergers.

Risks Relating to JFB’s Business

You should read and consider the risk factors specific to JFB’s business. These risks are described in the section entitled “Risk Factors” in JFB’s Annual Report on Form 10-K for the year ended December 31, 2025, as amended, filed with the SEC on July 2, 2026 thereto, and JFB’s Quarterly Report on Form 10-Q for the period ended March 31, 2026, as amended, filed with the SEC on July 16, 2026, which are attached as Annexes K and L, respectively, and incorporated by reference into this information statement/prospectus. For further information, please read the section entitled “Where You Can Find Additional Information” beginning on page i of this information statement/prospectus.

Risks Relating to New PubCo After Completion of the Mergers

In addition to the other information included in this information statement/prospectus, including the matters addressed in “Cautionary Statement Regarding Forward-Looking Statements,” you should carefully consider the following risks related to the business of the combined company, New PubCo. In addition, you should read and consider the risks associated with each of the businesses of Xtend and JFB, because these risks may also affect the combined company. For more information regarding the risks associated with the businesses of JFB and Xtend, see “Risks Relating to JFB’s Business” and “Risks Relating to Xtend’s Business.”

 

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Risks Relating to the New PubCo Business

The following are risk factors that relate to the business of the combined company, New PubCo. In this section, unless the context requires otherwise, references to “Xtend” refer to Xtend Reality Expansion Ltd. and its consolidated subsidiaries before the completion of the mergers; references to “New PubCo,” “we,” “our,” or “us” refer to New PubCo and its consolidated subsidiaries, after the completion of the mergers and assume that the business of New PubCo will be operated in substantially the same manner as each of the business of Xtend and JFB were conducted by Xtend and JFB, respectively, prior to the Closing.

Combining the businesses of Xtend and JFB may be more difficult, time-consuming or costly than expected and the actual benefits of combining the businesses of Xtend and JFB may be less than expected, either or both of which may adversely affect New PubCo’s future results.

The success of the mergers will depend, in part, on New PubCo’s ability to realize the anticipated benefits from combining the businesses of Xtend and JFB as further described in the section entitled “The Mergers—JFB’s Reasons for the Mergers; Recommendation of the JFB Board of Directors” beginning on page 88 of this information statement/prospectus.

Such anticipated benefits may not be achieved if the businesses of Xtend and JFB are not successfully combined. Xtend and JFB have been operated as independent businesses, and they will continue to be operated as such until the completion of the mergers. Upon completion of the mergers, the management of New PubCo may face significant challenges in integrating the technologies, organizations, systems, procedures, policies and operations, as well as addressing the different business cultures at Xtend and JFB, managing the increased scale and scope of the combined businesses, identifying and eliminating duplicative programs, and retaining key personnel. If New PubCo as a combined company is not successfully integrated, the anticipated benefits of the mergers, may not be realized fully or at all or may take longer to realize than expected. Actual synergies, if achieved, may be less than expected and may take longer to achieve than anticipated.

The integration of the businesses of Xtend and JFB may also be complex and time consuming and require substantial resources and effort. In addition, the actual integration may result in additional and unforeseen expenses, and the anticipated benefits of the integration plan may not be realized as a result. The integration process and other disruptions resulting from the mergers, may also disrupt Xtend’s or JFB’s ongoing businesses operations and/or adversely affect Xtend’s or JFB’s relationships with employees, customers, clients, partners, regulators and others with whom Xtend and JFB have business or other dealings. Such consequences of the integration process may adversely affect New PubCo’s business and results of its operations.

The financial assumptions, estimates, projections and synergies considered by the JFB Board and its advisors are significantly not in line with the recent historical operating trends of Xtend and JFB, and they may not be realized, which may adversely affect the market price of New PubCo common stock following the completion of the mergers.

In connection with the JFB Board’s evaluation of the mergers, JFB’s management and certain of its advisors presented to the JFB Board certain unaudited prospective financial information regarding Xtend’s and JFB’s anticipated future operations as standalone companies without giving effect to the mergers, and as if the mergers, had not been contemplated. Such unaudited prospective financial information was also provided to certain of JFB’s advisors for their use and reliance in connection with their financial analyses and opinions. The unaudited prospective financial information with respect to JFB was also provided to Xtend and its financial advisor to facilitate their respective evaluations of the mergers. For further information, please read the section entitled “The Mergers—Certain Unaudited Prospective Financial Information” beginning on page 95 of this information statement/prospectus.

The unaudited prospective financial information was prepared by, or directed by, the management of Xtend. Such unaudited prospective financial information is inherently based on various estimates and assumptions that

 

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are subject to the judgment of those preparing them and is also subject to significant economic, competitive, industry and other uncertainties and contingencies, all of which are difficult or impossible to predict and many of which are beyond the control of Xtend and New PubCo. Additionally, although JFB’s management considered synergies in evaluating the mergers, it was unable to reasonably estimate the value of such synergies and therefore did not estimate the value of the synergies in the unaudited prospective financial information. There can be no assurance that the prospective results and any synergies will be realized, that the valuations of Xtend or New PubCo stated in this information statement/prospectus will align with the actual values on the date specified in this information statement/prospectus or that actual results will not be significantly higher or lower than estimated. In particular, we note that certain of the estimates and assumptions used to prepare the projections are significantly not in line with the recent historical operating trends of Xtend and JFB. Moreover, as such unaudited prospective financial information covers multiple years, such information by its nature becomes less predictive with each successive year. The failure of the prospective results or synergies to be realized or any deviation of actual results may adversely affect the financial position of New PubCo and, therefore, the market price of New PubCo common stock following completion of the mergers.

The unaudited pro forma combined condensed financial statements included herein are presented for informational purposes only and may not be an indication of New PubCo’s financial condition or results of operations in the future.

The unaudited pro forma combined condensed financial statements included herein are presented for informational purposes only and are not intended to, and are not necessarily indicative of, what New PubCo’s actual financial condition or results of operations would have been had the mergers been completed on the date indicated. The assumptions used in preparing the pro forma financial information may not prove to be accurate and other factors may affect New PubCo’s financial condition or results of operations. Accordingly, New PubCo’s financial condition and results of operations in the future may not be evident from or consistent with such pro forma financial information.

New PubCo will depend on the continued service of members of its executive management and other key employees, as well as management of acquired businesses, the loss or diminished performance of whom could adversely affect New PubCo’s business.

New PubCo’s performance will be substantially dependent on the performance of members of its executive management and other key employees, as well as management of acquired businesses. New PubCo may seek to acquire businesses that have strong management teams and may rely on these individuals to conduct day-to-day operations and pursue growth. Although New PubCo expects to enter into employment and severance protection agreements with certain members of its senior management team and expects to sign employment agreements with the management of any acquired businesses, New PubCo cannot be sure that any member of its senior management or management of any acquired businesses will remain with New PubCo or that they will not compete with it in the future. The loss of any member of New PubCo’s senior management team could impair its ability to execute its business plan and growth strategy, have a negative impact on its revenues and the effective working relationships that its executive management have developed, and cause employee morale problems and the loss of additional key employees, agents, managers, and clients.

New PubCo will share control in joint venture projects, other investments, and strategic alliances, which will limit its ability to manage third-party risks associated with these projects.

New PubCo may participate in joint ventures, other non-controlling investments, and strategic alliances in the future. In these joint ventures, investments, and strategic alliances, New PubCo may have shared control over the operation of the assets and businesses. As a result, such investments and strategic alliances may involve risks such as the possibility that a partner in an investment might become bankrupt, be unable to meet its capital contribution obligations, have economic or business interests or goals that are inconsistent with New PubCo’s business interests or goals, or take actions that are contrary to New PubCo’s instructions or to applicable laws

 

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and regulations. In addition, New PubCo may be unable to take action without the approval of its partners, or its partners could take binding actions without its consent. Consequently, actions by a partner or other third party could expose New PubCo to claims for damages, financial penalties, additional capital contributions, and reputational harm, any of which could have an adverse effect on its business, financial condition, and results of operations.

Preparing New PubCo’s financial statements will require it to have access to information regarding the results of operations, financial position, and cash flows of its joint ventures and other investments. Any deficiencies in New PubCo’s internal controls over financial reporting may affect its ability to report its financial results accurately or prevent or detect fraud. Such deficiencies also could result in restatements of, or other adjustments to, New PubCo’s previously reported or announced operating results, which could diminish investor confidence and reduce the market price for its New PubCo common stock. Additionally, if New PubCo’s joint ventures and other investments are unable to provide this information for any meaningful period or fail to meet expected deadlines, it may be unable to satisfy its financial reporting obligations or timely file its periodic reports.

Both JFB stockholders and Xtend shareholders will have a reduced ownership and voting interest after the mergers, and will exercise less influence over the management and policies of New PubCo.

After the completion of the mergers, JFB stockholders and Xtend shareholders will own a smaller percentage of New PubCo than they currently own of JFB and Xtend, respectively. It is expected that JFB stockholders will hold 10.35% and Xtend shareholders will hold approximately 89.65% of the voting power of New PubCo, in each case on a fully diluted basis, excluding amounts reserved under the New PubCo equity incentive plan, immediately after the completion of the mergers. Holders of JFB Series C preferred stock and JFB common stock purchase warrants will not acquire more than 4.99% of the outstanding shares of New PubCo common stock. To the extent a holder of JFB Series C preferred stock or JFB common stock purchase warrants would otherwise acquire a greater percentage of New PubCo common stock, such holder will instead receive pre-funded warrants exercisable for New PubCo common stock which shall be subject to a 4.99% beneficial ownership cap. A copy of the Form of New PubCo Pre-Funded Warrant is attached as Annex I to this information statement/prospectus. The foregoing assumes that JFB’s and Xtend’s respective capitalization at the Closing is the same as it was on July 24, 2026, including the shares underlying options exercisable within 60 days of such date, and no adjustment amount shall apply at Closing (percentages may not sum to 100% due to rounding). Consequently, Xtend shareholders, as a group, and JFB stockholders, as a group, will each have reduced ownership and voting power in New PubCo as a combined company compared to their ownership and voting power in Xtend and JFB, respectively, prior to the combination. In particular, the JFB stockholders, as a group, will have less than a majority of the ownership and voting power of New PubCo and, therefore, will be able to exercise less collective influence over the management and policies of New PubCo than they currently exercise over the management and policies of JFB.

Once New PubCo is no longer an emerging growth company, a smaller reporting company or otherwise no longer qualifies for applicable exemptions, New PubCo will be subject to additional laws and regulations affecting public companies that will increase New PubCo’s costs and the demands on management and could harm New PubCo’s operating results.

New PubCo will be subject to the reporting requirements of the Exchange Act, which requires, among other things, that New PubCo file with the SEC, annual, quarterly and current reports with respect to New PubCo’s business and financial condition as well as other disclosure and corporate governance requirements. However, as an emerging growth company, New PubCo may take advantage of exemptions from various requirements, such as an exemption from the requirement to have New PubCo’s independent auditors attest to New PubCo’s internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act as well as an exemption from the “say on pay” voting requirements pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. Even after New PubCo no longer qualifies as an emerging growth company, it expects to still qualify as a “smaller reporting company,” as such term is defined in Rule 12b-2 under the Exchange Act, in at least the near term, which may allow New PubCo to take advantage of many of the same exemptions from disclosure

 

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requirements, including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act and reduced disclosure obligations regarding executive compensation in this information statement/prospectus and in New PubCo’s periodic reports and proxy statements. Once New PubCo is no longer an emerging growth company, a smaller reporting company or otherwise qualifies for these exemptions, New PubCo will be required to comply with these additional legal and regulatory requirements applicable to public companies and will incur significant legal, accounting and other expenses to do so. If New PubCo is not able to comply with the requirements in a timely manner or at all, New PubCo’s financial condition or the market price of the New PubCo common stock may be harmed. For example, if New PubCo or its independent auditor identifies deficiencies in New PubCo’s internal control over financial reporting that are deemed to be a material weakness, New PubCo could face additional costs to remedy those deficiencies, the market price of the New PubCo common stock could decline or New PubCo could be subject to sanctions or investigations by the SEC or other regulatory authorities, which would require additional financial and management resources.

Provisions in New PubCo’s organizational documents and certain rules imposed by regulatory authorities may delay or prevent its acquisition by a third party.

New PubCo’s amended and restated certificate of incorporation and bylaws will contain several provisions that may make it more difficult or expensive for a third party to acquire control of New PubCo without the approval of the New PubCo Board. These provisions, which may delay, prevent, or deter a merger, acquisition, tender offer, proxy contest or other transaction that stockholders may consider favorable, will include the following:

 

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advance notice requirements for stockholder proposals and director nominations;

 

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provisions limiting stockholders’ ability to call special meetings of stockholders, to require special meetings of stockholders to be called and to take action by written consent; and

 

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the ability of the New PubCo Board to designate the terms of and issue new series of preferred stock without stockholder approval, which could be used, among other things, to institute a rights plan that would have the effect of significantly diluting the stock ownership of a potential hostile acquirer, likely preventing acquisitions that have not been approved by the New PubCo Board.

These provisions of New PubCo’s certificate of incorporation and bylaws could discourage potential takeover attempts and reduce the price that investors might be willing to pay for shares of New PubCo common stock in the future, which could reduce the market price of the New PubCo common stock.

The provisions of New PubCo’s amended and restated certificate of incorporation requiring exclusive venue in the Court of Chancery in the State of Delaware for certain types of lawsuits and the federal district courts of the United States for the resolution of any complaint asserting a cause of action under the Securities Act may have the effect of discouraging lawsuits against New PubCo’s directors and officers.

New PubCo’s amended and restated certificate of incorporation will provide that, unless New PubCo consents in writing to the selection of an alternative forum, (A) the Court of Chancery of the State of Delaware and any appellate court therefrom be the sole and exclusive forum for (1) any derivative claim or cause of action brought on behalf of New PubCo, (2) any claim or cause of action for breach of a fiduciary duty owed by any current or former director, officer or other employee or stockholder of New PubCo, to New PubCo or its stockholders, (3) any claim or cause of action against New PubCo or any current or former director, officer or other employee of New PubCo, arising out of or pursuant to any provision of the DGCL, the amended and restated certificate of incorporation or the amended and restated bylaws; (4) any claim or cause of action seeking to interpret, apply, enforce or determine the validity of the amended and restated certificate of incorporation or the amended and restated bylaws (including any right, obligation, or remedy thereunder); (5) any claim or cause of action as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware; and (6) any claim or cause of action against New PubCo or any current or former director, officer or other employee of New PubCo, governed by the internal-affairs doctrine or otherwise related to New PubCo’s internal affairs, in all cases to the fullest extent permitted by applicable law and subject to the court having personal jurisdiction

 

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over the indispensable parties named as defendants; and (B) the federal district courts of the United States shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. Notwithstanding the foregoing, the exclusive forum provision shall not apply to claims or causes of action brought to enforce a duty or liability created by the Securities Act or the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction.

Although New PubCo believes this provision benefits it by providing increased consistency in the application of Delaware law in the types of lawsuits to which it applies, the provision may have the effect of discouraging lawsuits against its directors and officers. It is possible that, in connection with any applicable action brought against New PubCo, a court could find the choice of forum provisions contained in New PubCo’s amended and restated certificate of incorporation to be inapplicable or unenforceable in such action. If a court were to find the choice of forum provisions contained in New PubCo’s amended and restated certificate of incorporation to be inapplicable or unenforceable in an action, New PubCo may incur additional costs associated with resolving such action in other jurisdictions, which could adversely affect its business, financial condition, or results of operations.

As a public company, New PubCo’s costs may be significant, and the regular operations of its business may be disrupted.

New PubCo expects to in the future incur significant additional legal, accounting, reporting, and other expenses as a result of having publicly traded common stock, including, but not limited to, increased costs related to auditor fees, legal fees, directors’ fees, directors and officers insurance, investor relations, and various other costs. New PubCo also expects to incur incremental costs associated with corporate governance requirements, including requirements under the Exchange Act, the Sarbanes-Oxley Act and the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, as well as rules implemented by the SEC and the Public Company Accounting Oversight Board. Compliance with these rules and regulations will make some activities more difficult, time-consuming, or costly, and increase demand, and, as a result, may place a strain on New PubCo’s systems and resources. Moreover, the additional demands associated with being a public company may disrupt regular operations of New PubCo’s business by diverting the attention of some of New PubCo’s senior management team away from revenue producing activities.

In addition, changing laws, regulations, and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs, and making some activities more time consuming. These laws, regulations, and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. New PubCo will invest and intends to continue to invest resources to comply with evolving laws, regulations, and standards, and this investment may result in increased general and administrative expenses and a diversion of management’s time and attention from revenue-generating activities to compliance activities. If New PubCo’s efforts to comply with new laws, regulations, and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to practice, regulatory authorities may initiate legal proceedings against New PubCo, which could have an adverse effect on its business, financial condition, and results of operations.

After the mergers, certain of New PubCo’s executive officers and directors may have actual or potential conflicts of interest because of their equity interest in Xtend. Also, certain of Xtend’s current executive officers are expected to become New PubCo’s directors and officers, which may create conflicts of interest or the appearance of conflicts of interest.

Because of their current or former positions with Xtend, Mr. A. Shapira owns, and other New PubCo executive officers and directors may own, equity interests in Xtend. Continuing ownership of shares of Xtend capital stock and equity awards could create, or appear to create, potential conflicts of interest if New PubCo and Xtend face decisions that could have implications for both Xtend and New PubCo, after the mergers. In addition,

 

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Mr. A. Shapira and other New PubCo executive officers and directors, are expected to become New PubCo’s executive officers and directors, and this could create, or appear to create, potential conflicts of interest when New PubCo and Xtend encounter opportunities or face decisions that could have implications for both companies following the mergers or in connection with the allocation of such officers’ or directors’ time between Xtend and New PubCo.

Risks Relating to New PubCo Common Stock

No trading market currently exists for New PubCo common stock.

Prior to the completion of the mergers, there has been no market for New PubCo common stock. Upon completion of the mergers, shares of New PubCo common stock are expected to be listed for trading on NYSE. The parties have mutually agreed to cause the shares of New PubCo common stock to be issued in connection with the mergers to be approved for listing on NYSE. However, there can be no assurance that an active market for New PubCo common stock will develop after the mergers are completed, or that if it develops, the market will be sustained.

The market price for shares of New PubCo common stock may be affected by factors different from those affecting the market price for shares of JFB Class A common stock.

Upon completion of the mergers, (i) holders of JFB Class A common stock and JFB Class B common stock will become holders of New PubCo common stock. JFB’s business differs from that of Xtend, and accordingly the results of operations of New PubCo will be affected by factors different from those currently affecting the results of operations of JFB and Xtend when operated as independent businesses. For a discussion of the business of JFB and of certain material risk factors to consider in connection therewith, please read JFB’s periodic and current reports, which are attached to this information statement/prospectus as Annexes K, L, M, N, O, P, Q, R, S, T, U, V and W, and incorporated by reference into this information statement/prospectus. For a discussion of the business of Xtend and of certain material risk factors to consider in connection therewith, please read the risk factors included under the subsection entitled “Risks Relating to JFB’s Business; Risks Relating to New PubCo After the Completion of the Mergers” above.

The shares of New PubCo common stock to be received by the JFB stockholders as a result of the mergers will have rights that are different from the rights of shares of JFB common stock.

Following completion of the mergers, JFB stockholders will no longer be JFB stockholders but will instead be New PubCo stockholders whose rights as stockholders of New PubCo will be governed by Delaware law, the charter and the bylaws. There will be important differences between the current rights of a JFB stockholder and the rights of a New PubCo stockholder. For further information, please read the section entitled “Comparison of Stockholder Rights” beginning on page 219 of this information statement/prospectus.

The market price for shares of New PubCo common stock may decline as a result of the mergers and as a result of some New PubCo stockholders adjusting their portfolios.

Following the completion of the mergers, the market price of New PubCo common stock may decline if, among other things, the operating synergy estimates in connection with the integration of Xtend’s and JFB’s businesses are not realized or if the transaction costs related to the mergers are greater than expected. The market price also may decline if New PubCo does not achieve the perceived benefits of the mergers as rapidly or to the extent anticipated by financial or industry analysts or if the effect of the mergers on New PubCo’s financial position, results of operations or cash flows is not consistent with the expectations of financial or industry analysts.

In addition, sales of New PubCo common stock by securityholders of New PubCo after the completion of the mergers may cause the market price of New PubCo common stock to decrease.

 

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Based on the number of shares of JFB common stock outstanding as of July 24, 2026, approximately 249,131,959 shares of New PubCo common stock are expected to be issued and outstanding following the completion of the mergers.

Any of these events may make it more difficult for New PubCo to sell equity or equity-related securities, dilute JFB securityholders’ ownership interest in New PubCo and/or have an adverse impact on the market price of New PubCo common stock.

The synergies attributable to the mergers may vary from expectations, which may negatively affect the market price of shares of New PubCo common stock.

Although JFB’s management was unable to reasonably estimate the value of such synergies and therefore did not estimate the value of the synergies in the unaudited prospective financial information, JFB currently expects that the mergers will result in a number of benefits and synergies, including, but not limited to, expense synergies attributable to the use of Xtend’s AI-enabled drone technology in JFB’s large, complex real estate development projects, including in jobsite security, land surveying, building inspections and jobsite monitoring, and JFB’s commercial construction expertise in Xtend’s ongoing expansion efforts. The JFB Board acknowledged as part of their discussions that although Xtend’s AI-enabled drone technology is designed for high-threat, complex operational environments in defense, law enforcement and private security missions, the JFB Board believed the durable equipment can have similar application in the civil and commercial arena, including in JFB’s operations. These expectations are based on current estimates that may materially change. Actual operating, technological, strategic and revenue opportunities, if achieved at all, may be less significant than expected or may take longer to achieve than anticipated. In addition, future events and conditions, including, but not limited to, adverse changes in market conditions, regulatory framework, additional transaction and integration-related costs and other factors such as the failure to realize some or all of the anticipated benefits of the mergers could decrease or delay the accretion that is currently anticipated or could result in dilution. Any dilution of, decrease in, or delay of any accretion to the New PubCo’s earnings per share could cause the price of shares of New PubCo common stock to decline or grow at a reduced rate.

Future sales of New PubCo common stock, or the perception in the public markets that these sales may occur, may depress the price of New PubCo common stock.

Additional sales of a substantial number of shares of New PubCo common stock in the public market after the completion of the mergers, or the perception that such sales may occur, could have an adverse effect on New PubCo’s stock price and could impair its ability to raise capital through the sale of additional stock. Furthermore, redemptions or exchanges of common units into New PubCo common stock will have a dilutive effect on the number of outstanding shares of New PubCo common stock. The New PubCo common stock registered herein will be freely tradable without restriction under the Securities Act, except for any New PubCo common stock that may be held or acquired by its directors, executive officers, and other affiliates (as that term is defined in the Securities Act), which will be restricted securities under the Securities Act. The shares of New PubCo common stock not being registered hereby or issuable as described above will be restricted securities. Restricted securities may not be sold in the public market unless they are registered under the Securities Act or an exemption from registration is available. As described below, shares of New PubCo common stock may be sold in the public market either in a registered offering or pursuant to an exemption from registration, such as Rule 144 promulgated under the Securities Act, or Rule 144.

Upon the completion of the mergers, New PubCo will have 249,131,959 shares of New PubCo common stock issued and outstanding (subject to any increase as a result of any adjustment amount). Of these shares, 13,408,403 shares are not subject to the resale restrictions under Rule 144.

Shares of New PubCo common stock issuable in respect of any equity awards will be registered on Form S-8 under the Securities Act. These shares will be able to be freely sold in the public market upon issuance, subject to applicable vesting requirements, compliance by affiliates with Rule 144, and other restrictions provided under the

 

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terms of the applicable plan and/or the award agreements entered into with participants. Further, New PubCo expects to adopt a 2026 Equity Incentive Plan, under which additional shares of New PubCo common stock will be reserved for future issuance. In the future, New PubCo may also issue additional securities in connection with investments, acquisitions or capital-raising activities, which could constitute a material portion of its then-outstanding shares of New PubCo common stock. Any shares of New PubCo common stock that it issues will have a dilutive effect on the number of outstanding shares of New PubCo common stock.

The price of New PubCo common stock may be volatile, and holders of New PubCo common stock may be unable to resell their Common Stock at or above their purchase price or at all.

The market price for New PubCo common stock may fluctuate significantly in response to a number of factors, most of which New PubCo cannot control, including, among others:

 

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trends and changes in consumer preferences in the industries in which New PubCo operates;

 

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changes in general economic or market conditions or trends in New PubCo’s industry or the economy as a whole and, in particular, in the consumer and advertising marketplaces;

 

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changes in key personnel;

 

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New PubCo’s entry into new markets;

 

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changes in New PubCo’s operating performance;

 

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investors’ perceptions of New PubCo’s prospects and the prospects of the businesses in which it participates;

 

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fluctuations in quarterly revenue and operating results, as well as differences between New PubCo’s actual financial and operating results and those expected by investors;

 

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the public’s response to press releases or other public announcements by New PubCo or third parties, including New PubCo’s filings with the SEC;

 

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announcements relating to litigation;

 

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guidance, if any, that New PubCo provides to the public, any changes in such guidance or New PubCo’s failure to meet such guidance;

 

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changes in financial estimates or ratings by any securities analysts who follow New PubCo common stock, New PubCo’s failure to meet such estimates or failure of those analysts to initiate or maintain coverage of the New PubCo common stock;

 

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the development and sustainability of an active trading market for New PubCo common stock;

 

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investor perceptions of the investment opportunity associated with New PubCo common stock relative to other investment alternatives;

 

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the inclusion, exclusion, or deletion of New PubCo common stock from any trading indices;

 

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future sales of New PubCo common stock by its officers, directors, and significant stockholders;

 

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other events or factors, including those resulting from system failures and disruptions, hurricanes, pandemics, wars, acts of terrorism, other natural disasters, or responses to such events;

 

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changes in financial markets or general economic conditions, including, for example, due to the effects of recession or slow economic growth in the U.S. and abroad, interest rates, fuel prices, international currency fluctuations, corruption, political instability, acts of war, including the conflict involving Russia and Ukraine, acts of terrorism, and pandemics or other public health crises;

 

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price and volume fluctuations in the overall stock market, including as a result of trends in the economy as a whole; and

 

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changes in accounting principles.

 

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These and other factors may lower the market price of New PubCo common stock, regardless of its actual operating performance. As a result, New PubCo common stock may trade at prices significantly below the price at which shares were purchased.

In addition, the stock markets, including NYSE, have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies. In the past, stockholders have instituted securities class action litigation following periods of market volatility. If New PubCo were to become involved in securities litigation, it could incur substantial costs and its resources and the attention of management could be diverted from its business.

Sales, or the perception of substantial amounts of sales, of New PubCo common stock by the JFB Supporting Stockholders, the Xtend Supporting Shareholders, or other stockholders in the public market following the mergers could cause the market price of New PubCo common stock to decline.

The sale of substantial amounts of shares of New PubCo common stock in the public market, or the perception that such sales could occur, could harm the prevailing market price of New PubCo common stock. These sales, or the possibility that these sales may occur, also might make it more difficult for New PubCo to sell equity securities in the future at a time and at a price that it deems appropriate.

It is anticipated that, upon consummation of the mergers, the Xtend Supporting Shareholders will collectively own approximately 40.4% of the outstanding New PubCo common stock and the JFB Supporting Stockholders will own approximately 15.8% of the outstanding New PubCo common stock (including shares of New PubCo common stock issuable upon exercise of New PubCo pre-funded warrants, subject to the 4.99% beneficial ownership cap).

Although shareholders of New PubCo are subject to restrictions on the transfer of New PubCo securities for a period of 270 days following the Closing Date, these shares may be sold after the expiration or early termination of the applicable lock-up periods under the JFB Support Agreements, the Xtend Support Agreements and the New PubCo bylaws. In addition, certain of the lock-up arrangements permit limited transfers during the lock-up period and subject to volume limitations, individual trading limits, and minimum price thresholds. As restrictions on sale end, or permitted transfers occur in the 270 days following the Closing Date, the market price of New PubCo common stock could drop significantly if the holders of these shares sell them or are perceived by the market as intending to sell them. These factors could also make it more difficult for New PubCo to raise additional funds through future offerings of New PubCo common stock or other securities. For a description of the material terms of these lock-up arrangements, including the permitted exceptions to transfer, see the section entitled “Summary of Certain Agreements Related to the Mergers—JFB Support Agreements” and “—Xtend Support Agreements” beginning on page 136 of this information statement/prospectus.

In addition, the shares of New PubCo common stock reserved for future issuance under the New PubCo 2026 Equity Incentive Plan will become eligible for sale in the public market once those shares are issued, subject to provisions relating to various vesting agreements, lock-up agreements and, in some cases, limitations on volume and manner of sale by affiliates under Rule 144, as applicable. The number of shares initially reserved and available for future issuance under the New PubCo 2026 Equity Incentive Plan is approximately 45,000,000 shares of New PubCo common stock. New PubCo intends to file a registration statement on Form S-8 under the Securities Act to register shares of New PubCo common stock issued pursuant to the New PubCo 2026 Equity Incentive Plan. Once effective, shares registered under such Form S-8 will be available for sale in the open market, subject to applicable vesting and lock-up restrictions.

In the future, New PubCo may also issue its securities in connection with investments or acquisitions. The amount of shares of New PubCo common stock issued in connection with an investment or acquisition could constitute a material portion of the then-outstanding shares of New PubCo common stock. Any issuance of additional securities in connection with investments or acquisitions may result in additional dilution to New PubCo stockholders.

 

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The provisions of New PubCo’s amended and restated bylaws requiring holders of New Pubco securities to effect sales under the applicable lock-up period through a coordinating broker may not be feasible under the conditions and in the time frames desired.

New PubCo’s amended and restated bylaws provide that substantially all shares of New PubCo common stock issued at or in connection with the Closing, including all shares issued as consideration in the mergers in respect of Xtend ordinary shares (including shares issued in respect of Xtend preferred shares, and shares underlying options, warrants and other equity-linked instruments assumed or issued in connection with the mergers) and shares issued in respect of shares of JFB common stock held by affiliates of JFB. During the Coordinated Sale Period (as described below), a holder may sell shares only through a coordinated sale process administered by one or more coordinating brokers designated by the New PubCo board of directors. There can be no assurances that sales by the coordinating broker will be made at the price or in the quantities desired by the holder. For additional information regarding these terms, please see the section entitled “Description of New PubCo’s Capital Stock—Lock-Up Provisions.”

Risks Relating to New PubCo Tax Matters

Tax matters may cause significant variability in New PubCo’s financial results.

New PubCo’s businesses will be subject to income taxation in the United States, as well as in many tax jurisdictions throughout the world. Tax rates in these jurisdictions may be subject to significant change. If New PubCo’s effective tax rate increases, its operating results and cash flow could be adversely affected. New PubCo’s effective income tax rate may vary significantly between periods due to a number of complex factors including, but not limited to, projected levels of taxable income, pre-tax income being lower than anticipated in countries with lower statutory rates or higher than anticipated in countries with higher statutory rates, increases or decreases to valuation allowances that need to be recorded against deferred tax assets, tax audits conducted and settled by various tax authorities, adjustments to income taxes upon finalization of income tax returns, the ability to claim foreign tax credits and changes in tax laws and their interpretations in countries in which New PubCo will be subject to taxation.

In addition, the G20, the OECD, the U.S. Congress and Treasury Department and other government agencies in jurisdictions where New PubCo and its affiliates will do business have had an extended focus on issues related to the taxation of multinational corporations, including, but not limited to, transfer pricing, country-by-country reporting and base erosion. As a result, the tax laws in the United States and other countries in which New PubCo and its affiliates will do business could change on a prospective or retroactive basis, and any such changes could have an adverse effect on its worldwide tax liabilities, business, financial condition and results of operations.

If the mergers were to fail to qualify as a contribution governed by Section 351 of the Code, U.S. holders of JFB common stock may be required to pay additional U.S. federal income taxes.

The mergers are intended to qualify as a contribution governed by Section 351 of the Code. JFB and Xtend intend to report the mergers consistent with such treatment. It is not a condition to JFB or Xtend’s obligations to complete the transactions that the mergers so qualify. None of the parties to the merger agreement have sought or intend to seek any ruling from the IRS regarding the qualification of the mergers as a contribution governed by Section 351 of the Code. Consequently, no assurance can be given that the mergers will so qualify or that the IRS will not challenge such qualification or that a court would not sustain such a challenge. If the mergers were to fail to qualify as a contribution under Section 351 of the Code, a U.S. holder (as defined in the section entitled “Material U.S. Federal Income Tax Consequences of the Mergers”) of JFB common stock generally would recognize gain or loss for U.S. federal income tax purposes upon the exchange of shares of JFB common stock for shares of New PubCo common stock. For a more complete description of the U.S. federal income tax consequences of the mergers, see the section entitled “Material U.S. Federal Income Tax Consequences of the Mergers.”

 

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If a ruling is not obtained from the Israel Tax Authority in connection with the exchange of Xtend ordinary shares for New PubCo common stock, Xtend’s Israeli shareholders will be subject to an immediate tax event in Israel in connection with such exchange.

The exchange of Xtend ordinary shares for New PubCo common stock within the framework of the mergers is deemed a sale for Israeli income tax purposes. It therefore triggers a tax event for Xtend shareholders unless a tax ruling or a certificate for exemption from Israeli withholding tax at source is obtained from the Israel Tax Authority. Xtend will file an application with the Israel Tax Authority on behalf of shareholders who are Israeli tax residents and have elected to be party to such an application for a tax ruling pursuant to Section 104H. This ruling would confirm a deferral of the Israeli tax liability for any holder of Xtend ordinary shares who is subject to Israeli tax. If such ruling is not obtained for Xtend Israeli resident shareholders, such shareholder would recognize gain or loss for Israeli income tax purposes upon the exchange of Xtend ordinary shares for shares of New PubCo common stock. For a more complete description of the Israeli tax consequences of the exchange of Xtend ordinary shares for New PubCo common stock within the framework of the mergers, see the section entitled “Material Israeli Income Tax Consequences.”

General Risk Factors Related to New PubCo

New PubCo may face labor shortages that could slow its growth.

The successful operation of New PubCo’s business depends upon its ability to attract, motivate, and retain a sufficient number of qualified employees. Shortages of labor may make it increasingly difficult and expensive to attract, train, and retain the services of a satisfactory number of qualified employees and could adversely impact New PubCo’s events and productions. Competition for qualified employees could require New PubCo to pay higher wages, which could result in higher labor costs and could have an adverse effect on its business, financial condition, and results of operations.

New PubCo also will rely on contingent workers and volunteers in order to staff its events and productions, and its failure to manage its use of such workers effectively could adversely affect its business, financial condition, and results of operations. New PubCo could potentially face various legal claims from contingent workers and volunteers in the future, including claims based on new laws or stemming from allegations that contingent workers, volunteers or employees are misclassified. New PubCo may be subject to shortages, oversupply, or fixed contractual terms relating to contingent workers. New PubCo’s ability to manage the size of, and costs associated with, the contingent workforce may be subject to additional constraints imposed by local laws.

Costs associated with, and New PubCo’s ability to, obtain insurance could adversely affect its business.

Heightened concerns and challenges regarding property, casualty, liability, business interruption, cancellation, and other insurance coverage have resulted from terrorist and related security incidents along with varying weather-related conditions and incidents. New PubCo may experience increased difficulty obtaining high policy limits of coverage at a reasonable cost and with reasonable deductibles. New PubCo will not be able to assure you that future increases in insurance costs and difficulties obtaining high policy limits and reasonable deductibles will not adversely impact its profitability, thereby possibly impacting its operating results and growth.

New PubCo will not be able to assure you that its insurance policy coverage limits, including insurance coverage for property, casualty, liability and business interruption losses, and acts of terrorism, would be adequate should one or multiple adverse events occur, or that its insurers would have adequate financial resources to sufficiently or fully pay its related claims or damages. New PubCo will not be able to assure you that adequate coverage limits will be available, offered at a reasonable cost, or offered by insurers with sufficient financial soundness. The occurrence of such an incident or incidents affecting any one or more of New PubCo’s venues could have an adverse effect on its financial position and future results of operations if asset damage or

 

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company liability were to exceed insurance coverage limits, or if an insurer were unable to sufficiently or fully pay New PubCo’s related claims or damages.

If securities or industry analysis publish inaccurate or unfavorable research about New PubCo or its business, the price of its Common Stock and trading volume could decline.

The trading market for New PubCo common stock will depend in part on the research and reports that securities or industry analysts publish about New PubCo or its business. If one or more of the analysts who cover New PubCo downgrades New PubCo common stock or publishes inaccurate or unfavorable research about New PubCo or its business, New PubCo’s share price would likely decline. If one or more of these analysts cease coverage of New PubCo or fail to publish reports on New PubCo regularly, demand for New PubCo common stock could decrease, which could cause New PubCo’s stock price and trading volume to decline. In addition, if New PubCo’s operating results fail to meet the expectations of securities analysts, its stock price would likely decline.

 

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INFORMATION ABOUT JFB, XTEND, NEW PUBCO, MERGER SUB I AND MERGER SUB II

JFB Construction Holdings

JFB Construction Holdings is a Nevada corporation. JFB Construction Holdings was incorporated on April 9, 2024 as a holding company to serve as the parent company of JFB Construction & Development, Inc. JFB is a commercial and residential construction company specializing in retail buildouts, multifamily developments, luxury homes and general commercial construction. JFB has strong relationships with franchisees and franchisors, which has been the foundation of driving steady growth, especially in the Southern Atlantic region. JFB’s expansion plans include vertically integrated real estate development projects and securing larger, more complex construction projects that require higher bond capacity.

The principal executive offices for JFB are located at 1300 S. Dixie Highway, Suite B, Lantana, Florida, 33462, and the telephone number is 561-582-9840. JFB’s internet address is https://www.jfbconstruction.net. Please note that JFB’s internet address is included in this information statement/prospectus as an inactive textual reference only. The information contained on JFB’s website is not incorporated by reference into this information statement/prospectus or any future documents that may be filed with the SEC and should not be considered part of this information statement/prospectus or the registration statement of which it forms a part.

For a more detailed description of the business of JFB, please see JFB’s Annual Report on Form 10-K for the year ended December 31, 2025 as filed with the SEC on March 31, 2026, as amended by Amendment No. 3 thereto and JFB’s Quarterly Report on Form 10-Q for the period ended March 31, 2026, as amended, filed with the SEC on July 16, 2026.

Xtend AI Robotics, Inc.

New PubCo is a Delaware corporation. New PubCo was incorporated on February 5, 2026 solely for the purpose of effecting the mergers.

Pursuant to the merger agreement, (i) Merger Sub I will merge with and into Xtend, with Xtend surviving and becoming a direct, wholly owned subsidiary of New PubCo, and (ii) Merger Sub II will merge with and into JFB, with JFB surviving the merger as a direct, wholly owned subsidiary of New PubCo. New PubCo will become a publicly traded corporation and former JFB stockholders and former Xtend shareholders will own stock in New PubCo.

New PubCo has been formed by JFB solely to effect the mergers, it has no material assets and has not conducted any business operations other than such operations that are incidental to its formation and in connection with the mergers. Accordingly, no financial statements of New PubCo have been included in this information statement/prospectus. Upon completion of the mergers, New PubCo’s principal executive offices will be located at 5247 Crossroads Park Drive, Tampa, FL 33610. Upon completion of the mergers, New PubCo’s telephone number will be (813) 621-8965.

XOS Robotics Ltd

Merger Sub I is a company organized under the laws of the State of Israel and a direct, wholly owned subsidiary of New PubCo. Merger Sub I was incorporated on February 15, 2026 solely for the purpose of effecting the mergers.

As a result of the mergers, Merger Sub I will merge with and into Xtend, with Xtend surviving and becoming a direct, wholly owned subsidiary of New PubCo.

Merger Sub I has not conducted any business operations other than such operations that are incidental to its formation and in connection with the mergers. Merger Sub I’s principal executive offices are located at 7 HaBarzel Street, Tel Aviv 6971011, Israel.

 

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XT Merger Sub 2, Inc.

Merger Sub II is a Nevada corporation and a direct, wholly owned subsidiary of New PubCo. Merger Sub II was incorporated on February 5, 2026 solely for the purpose of effecting the mergers.

As a result of the mergers, Merger Sub II will merge with and into JFB, with JFB surviving and becoming a direct, wholly owned subsidiary of New PubCo.

Merger Sub II has not conducted any business operations other than such operations that are incidental to its formation and in connection with the mergers. Merger Sub II’s principal executive offices are located at 5247 Crossroads Park Drive, Tampa, FL 33610.

Xtend Reality Expansion Ltd.

Xtend is a company organized under the laws of the State of Israel. Xtend is a leader in software systems and artificial intelligence-powered robotics, deployed in high threat, complex operational environments where human exposure carries significant risk. Powered by its proprietary XTEND Operating System, or XOS, its integrated software and advanced robotic hardware solutions are designed to provide autonomy at the edge. Operating across defense, law enforcement and private security missions through a platform of robots, drones, and robotic subsystems, Xtend’s open architecture platform facilitates scalability across partners and third-party applications.

Xtend’s principal executive offices are located at 7 HaBarzel Street, Tel Aviv 6971011, Israel. Xtend’s telephone number is +972-52-4126080, and its website address is https://www.xtend.me/. Information contained on Xtend’s website or connected thereto is provided for textual reference only and does not constitute part of, and is not incorporated by reference into, this information statement/prospectus or the registration statement of which it forms a part.

 

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THE MERGERS

This section describes the mergers. The descriptions of the merger agreement, merger agreement amendment and the support agreements, or collectively, the transaction documents, in this section and elsewhere in this information statement/prospectus are qualified in their entirety by reference to the complete text of the transaction documents, copies of the forms of which are attached hereto as Annexes A-1, A-2, A-3, D-1, D-2, E and F, respectively, and all of which are incorporated by reference into this information statement/prospectus. This summary is not intended to be complete and may not contain all of the information about the mergers that is important to you. You are encouraged to carefully read the transaction documents in their entirety. This section is not intended to provide you with any factual information about New PubCo, JFB or Xtend. Such information can be found elsewhere in this information statement/prospectus and in the public filings that JFB makes with the SEC that are attached as Annexes K, L, M, N, O, P, Q, R, S, T, U, V and W, and incorporated by reference into this information statement/prospectus.

General

On February 13, 2026, JFB, Xtend, New PubCo and Merger Sub II, entered into the merger agreement, pursuant to which (i) XOS Robotics Ltd, an Israeli shell company formed by New PubCo under the laws of the State of Israel as a direct, wholly-owned subsidiary of New PubCo, or Merger Sub I, will merge with and into Xtend, or the Xtend Merger, with Xtend surviving as a direct, wholly-owned subsidiary of New PubCo and (ii) immediately after the Xtend Merger, Merger Sub II will merge with and into JFB, or the redomestication and together with the Xtend Merger, the mergers, with JFB surviving as a direct, wholly-owned subsidiary of New PubCo. Xtend and JFB will be managed by New PubCo once the mergers are consummated. As a result of the redomestication, each outstanding share of JFB Class A common stock and JFB Class B common stock issued and outstanding immediately prior to the effective time of the redomestication, except for any cancelled JFB shares, will, in each case, be converted automatically into the right to receive one share of New PubCo common stock. Each share of JFB Series C preferred stock outstanding immediately prior to the redomestication will convert into 3.676 shares of JFB Class A common stock, each of which will then convert into the right to receive an equal number of shares of New PubCo common stock, subject to certain limitations. As a result of the Xtend Merger, each outstanding Xtend ordinary share (including the outstanding Xtend preferred shares and Xtend SAFEs, which will convert into Xtend ordinary shares immediately prior to the closing of the Xtend Merger) that is issued and outstanding immediately prior to the effective time of the Xtend Merger, but excluding any cancelled Xtend shares, will, in each case, based on the illustrative exchange ratio, be converted automatically into the right to receive approximately 1.36 shares of New PubCo common stock, subject to any adjustment amount.

On March 21, 2026, JFB, Xtend, New PubCo and Merger Sub II entered into the merger agreement amendment. The merger agreement amendment amends the merger agreement, the Xtend Support Agreements, and the Form of SAFE 2 to take into account the effect of the Forward Split, which occurred on March 25, 2026, and to correct certain provisions regarding purchase price adjustments. The merger agreement amendment further provides that the general meeting of the shareholders of Xtend for the purpose of voting upon the approval of the merger agreement and the transactions contemplated by the merger agreement will be held in no event later than ten business days following the effectiveness of this registration statement on Form S-4.

On July 16, 2026, JFB, Xtend, New PubCo and Merger Sub II entered into the second merger agreement amendment. The second merger agreement amendment amends the merger agreement, the JFB Support Agreements and Annex C-1 of the merger agreement, to take into account certain modifications to the exercise and conversion of the JFB common stock purchase warrants. Pursuant to the second merger agreement amendment, American Ventures LLC, Series XIV JFB has agreed that to the extent they do not cash exercise their respective JFB common stock purchase warrants upon consummation of the mergers, each such JFB common stock purchase warrant shall be deemed to be cashlessly exercised at a value of $6.3391 per share (provided, that not more than 6,999,928 shares of New PubCo common stock shall be subject to deemed cashless

 

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exercise). Any JFB common stock purchase warrant that are neither cash exercised nor so deemed cashless exercised will be canceled for no additional consideration.

Upon consummation of the mergers, shareholders of Xtend are expected to collectively beneficially own approximately 89.65% of the voting power of New PubCo and 80.80% of the economic interests in New PubCo and stockholders of JFB are expected to beneficially own approximately 10.35% of the voting power of New PubCo and 19.20% of the economic interests in New PubCo, in each case, on a fully diluted basis, excluding amounts reserved under the New PubCo equity incentive plan. Holders of JFB Series C preferred stock and JFB common stock purchase warrants will not acquire more than 4.99% of the outstanding shares of New PubCo common stock. To the extent a holder of JFB Series C preferred stock or JFB common stock purchase warrants would otherwise acquire a greater percentage of New PubCo common stock, such holder will instead receive pre-funded warrants exercisable for New PubCo common stock which shall be subject to a 4.99% beneficial ownership cap. A copy of the Form of New PubCo Pre-Funded Warrant is attached as Annex I to this information statement/prospectus. The economic interest of JFB stockholders is based on the number of shares of New PubCo common stock and shares of New PubCo common stock underlying pre-funded warrants expected to be issued to JFB stockholders upon the Closing. The foregoing assumes that JFB’s and Xtend’s respective capitalization at the Closing is the same as it was on July 24, 2026, including the shares underlying options exercisable within 60 days of such date, and no adjustment amount shall apply at Closing (percentages may not sum to 100% due to rounding). Shares of New PubCo common stock are expected to be listed for trading on NYSE. The parties have mutually agreed to cause the shares of New PubCo common stock to be issued in connection with the mergers to be approved for listing on NYSE. If the mergers are consummated, the JFB Class A common stock will be delisted from Nasdaq, JFB will deregister under the Exchange Act and cease to be publicly traded.

The adoption of the merger agreement and, therefore, the approval of mergers, required the affirmative vote of holders of a majority of the voting power of the shares of JFB common stock entitled to vote on such matters. This condition was satisfied on May 19, 2026 upon delivery of a written consent adopting and, therefore, approving the merger agreement and the mergers by Joseph F. Basile III, Basile Family Investments LLC, Mark Albright, and Colin Foreman, who collectively, as of the date thereof, were the record holders of an aggregate of 7,826,164 shares of JFB Class A common stock, representing approximately 51.05% of the aggregate voting power of the issued and outstanding shares of JFB common stock on such date, which was sufficient to approve and adopt the merger agreement and the mergers contemplated by the merger agreement on behalf of JFB stockholders. Accordingly, the delivery of the Written Consent was sufficient to adopt the merger agreement and, therefore, approve the mergers, on behalf of JFB stockholders. JFB has not solicited and is not soliciting your adoption of the merger agreement or approval of the mergers.

No further action by any JFB stockholder is required under applicable law, and JFB will not solicit the votes of its stockholders for the adoption or approval of the merger agreement or the mergers. JFB will not call a special meeting of its stockholders for purposes of voting on adoption or approval of the merger agreement or the mergers. This information statement/prospectus and notice of action by written consent is being provided to you for informational purposes only. You are not being asked for a proxy, and you are requested not to send a proxy.

Consideration to JFB and Xtend Securityholders

JFB stockholders are expected to receive one share of New PubCo common stock for each share of JFB common stock that they hold and Xtend shareholders are expected to receive, based on the illustrative exchange ratio, approximately 1.36 shares of New PubCo common stock for each Xtend ordinary share, subject in each case to any adjustment amount. As of the Closing, shareholders of Xtend are expected to collectively own approximately 89.65% of the voting power of New PubCo and 80.80% of the economic interests in New PubCo, with stockholders of JFB owning approximately 10.35% of the voting power of New PubCo and 19.20% of the economic interests in New PubCo, in each case, on a fully diluted basis, excluding amounts reserved under the New PubCo equity incentive plan. Holders of JFB Series C preferred stock and JFB common stock purchase warrants will not acquire more than 4.99% of the outstanding shares of New PubCo common stock. To the extent a holder of JFB Series C preferred stock

 

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or JFB common stock purchase warrants would otherwise acquire a greater percentage of New PubCo common stock, such holder will instead receive pre-funded warrants exercisable for New PubCo common stock which shall be subject to a 4.99% beneficial ownership cap. A copy of the Form of New PubCo Pre-Funded Warrant is attached as Annex I to this information statement/prospectus. The economic interest of JFB stockholders is based on the number of shares of New PubCo common stock and shares of New PubCo common stock underlying pre-funded warrants expected to be issued to JFB stockholders upon the Closing. The foregoing assumes that JFB’s and Xtend’s respective capitalization at the Closing is the same as it was on July 24, 2026, including the shares underlying options exercisable within 60 days of such date, and no adjustment amount shall apply at Closing (percentages may not sum to 100% due to rounding). The value of the transaction consideration the JFB stockholders and Xtend shareholders will receive in the mergers will therefore depend on the combined value of Xtend and JFB at the effective time of the mergers.

At the effective time of the redomestication, each JFB option that is outstanding and unexercised immediately prior to the effective time of the redomestication and each restricted stock unit award that is outstanding immediately prior to the effective time of the redomestication will be converted into an equivalent equity award of New PubCo, on the same terms and conditions as were applicable under the JFB equity award immediately prior to the effective time of the redomestication (including status of vesting and vesting schedule), with respect to a number of shares of New PubCo common stock equal to the number of shares of JFB common stock subject to such JFB equity award immediately prior to the effective time of the redomestication; provided, that, the applicable performance-vesting conditions will be equitably adjusted, prior to the effective time by the JFB Compensation Committee of the JFB Board in good faith, following consultation and reasonable consideration of comments from Xtend, and following the effective time by the New PubCo Compensation Committee of the New PubCo Board, as necessary, and in a manner consistent with past practice, to take into account the effects, if any, of the mergers.

As of August 10, 2026, there are currently 0 shares of JFB Class A common stock underlying the outstanding JFB options and restricted stock unit awards, and, immediately following the completion of the mergers, approximately 249,131,959 shares of New PubCo common stock are expected to be underlying the New PubCo options and restricted stock unit awards issued in respect thereof.

Upon successful completion of the mergers, for illustrative purposes, and assuming (x) the closing capitalization of each of JFB and Xtend will be unchanged from their respective capitalization as of July 24, 2026 and (y) the adjustment amount is zero: (i) each share of JFB common stock that is outstanding immediately prior to the effective time, except for certain specified shares of JFB Class A common stock or JFB Class B common stock owned by any direct or indirect subsidiary of JFB or owned or held in the treasury by JFB, or collectively, cancelled JFB shares, will be converted automatically into the right to receive one validly issued, fully paid and non-assessable share of New PubCo common stock, and (ii) each Xtend ordinary share that is outstanding immediately prior to the effective time (excluding cancelled Xtend shares, but including, for the avoidance of doubt, Xtend ordinary shares issuable upon conversion of the outstanding Xtend preferred shares and Xtend ordinary shares issued upon settlement of the simple agreements for future equity entered into between Xtend and certain investors), except for certain specified Xtend ordinary shares owned by any direct or indirect subsidiary of Xtend or owned or held in the treasury by Xtend, will be converted automatically into the right to receive validly issued, fully paid and non-assessable shares of New PubCo common stock equal to an exchange ratio, which would be approximately 1.36 shares of New PubCo common stock for each applicable Xtend ordinary share held immediately prior to the effective time.

In connection with the mergers, giving effect to the forward stock split, and assuming (x) the closing capitalization of each of JFB and Xtend will be unchanged from their respective capitalization as of July 24, 2026 and (y) the adjustment amount is zero, New PubCo is expected to issue approximately 249,131,959 shares of New PubCo common stock, pre-funded warrants to purchase approximately 29,862,565 shares of New PubCo common stock, and approximately 36,167,150 shares of New PubCo common stock reserved for issuance upon conversion of New PubCo stock options (in each case, in the amounts actually issued or reserved for issuance in connection with the mergers).

 

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Ownership of New PubCo after the Mergers

JFB stockholders are expected to receive one share of New PubCo common stock for each share of JFB common stock that they hold and Xtend shareholders are expected to receive, based on the illustrative exchange ratio, approximately 1.36 shares of New PubCo common stock for each Xtend ordinary share, subject in each case to any adjustment amount. As of the Closing, shareholders of Xtend are expected to collectively own approximately 89.65% of the voting power of New PubCo and 80.80% of the economic interests in New PubCo, or the Xtend post-Closing ownership percentage, with stockholders of JFB owning approximately 10.35% of the voting power of New PubCo and 19.20% of the economic interests in New PubCo, or the JFB post-Closing ownership percentage, in each case, on a fully diluted basis, excluding amounts reserved under the New PubCo equity incentive plan; provided, however, that (i) to the extent that JFB receives additional commitments from investors to purchase JFB shares prior to the Closing or receives additional funding from investors in connection with their acquisition of JFB shares prior to the Closing, or each, a financing, such financing will dilute both the Xtend post-Closing ownership percentage and JFB post-Closing ownership percentage, excluding any financing amounts that are neither funded by JFB to Xtend nor included as closing cash (as defined below) and in such case, such financing amounts will only dilute the JFB post-Closing ownership percentage and (ii) any inaccuracies or deviations in JFB’s representation and warranty in the merger agreement relating to its fully diluted capitalization will only dilute the JFB post-Closing ownership percentage. Holders of JFB Series C preferred stock and JFB common stock purchase warrants will not acquire more than 4.99% of the outstanding shares of New PubCo common stock. To the extent a holder of JFB Series C preferred stock or JFB common stock purchase warrants would otherwise acquire a greater percentage of New PubCo common stock, such holder will instead receive pre-funded warrants exercisable for New PubCo common stock which shall be subject to a 4.99% beneficial ownership cap. A copy of the Form of New PubCo Pre-Funded Warrant is attached as Annex I to this information statement/prospectus. The economic interest of JFB stockholders is based on the number of shares of New PubCo common stock and shares of New PubCo common stock underlying pre-funded warrants expected to be issued to JFB stockholders upon the Closing. The foregoing assumes that JFB’s and Xtend’s respective capitalization at the Closing is the same as it was on July 24, 2026, including the shares underlying options exercisable within 60 days of such date, and no adjustment amount shall apply at Closing (percentages may not sum to 100% due to rounding).

Background of the Mergers

The JFB Board, together with members of JFB’s senior management team, regularly reviews JFB’s performance, future growth prospects and overall strategic direction and evaluates various strategies and opportunities to improve JFB’s strategic position and enhance stockholder value. These reviews have included consideration of whether the continued execution of JFB’s strategy and possible strategic opportunities, including opportunities for acquisitions, dispositions, commercial partnerships or combinations with third parties, offered the best avenue to maximize stockholder value.

Beginning in July 2025 and continuing through February 2026, the JFB Board and senior management of JFB evaluated several strategic alternatives for JFB, including two potential strategic transactions, acquisitions and other business combination opportunities, in various industries, one of which was Xtend.

On October 16, 2025, Xtend engaged Stifel Financial Corp., or Stifel, as its financial advisor in connection with a planned private financing round in advance of a proposed listing on a national U.S. stock exchange. As part of this engagement, Xtend discussed with various investors the possibility of investing in Xtend as part of the pre-initial public offering round. As part of this engagement with Stifel, Xtend had multiple discussions with third party investors about their interest in Xtend.

On November 26, 2025, JFB executed a non-binding letter of intent with an AI technology company for a potential business combination, which terms included customary confidentiality provisions and a binding sixty-day exclusivity period. Following the execution of the letter of intent through the end of December 2025, the respective management of the parties met periodically to negotiate final terms and conduct preliminary

 

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diligence. In connection with these efforts, JFB engaged Sichenzia Ross Ference Carmel LLP as its special U.S. counsel on or about December 17, 2026. In late December 2025, the JFB Board determined not to proceed with the proposed transaction due to a lack of alignment between the parties on a valuation framework and the parties mutually terminated the arrangement prior to the end of the exclusivity period.

On December 19, 2025, representatives of Paul Hastings LLP, acting as U.S. special counsel to Xtend, and Aviv Shapira, who at the time served as Chairman and Chief Executive Officer of Xtend and currently serves as Director and Chairman of the Xtend Board and President and Chief Executive Officer of Xtend, Tal Horesh, Chief Financial Officer of Xtend, Mor Swiel, Chief Legal Counsel of Xtend, and the former Chief of Staff and Investor Relations of Xtend, met telephonically with representatives of Stifel regarding potential strategic transactions. The focus of the call was an option to raise a private round based on a non-binding term-sheet Xtend received for a private investment in the deal.

On December 28, 2025, a third party contacted Mr. A. Shapira regarding potential investors that might be interested in investing in Xtend and suggested facilitating an introduction. The third party subsequently connected Mr. A. Shapira with representatives of Sunset Bay Capital, LLC, a private equity investment firm and advisor to American Ventures LLC, Series XIV JFB, or American Ventures. American Ventures is a series of American Ventures LLC, a private investment fund managed by American Ventures Management LLC. American Ventures acquired 4,389,500 shares of JFB Series C preferred stock in a private placement in October 2025 and, as a JFB security holder, is expected to acquire no more than 4.99% of the outstanding shares of New PubCo common stock, as further described in the section captioned “Questions and answers about the mergers—What equity stake will JFB stockholders and Xtend shareholders hold in New PubCo?” beginning on page 3 of this information statement/prospectus. American Ventures indicated a willingness to invest in the PIPE financing, which transaction closed on February 18, 2026. In connection with the negotiations leading to the merger agreement, as described below, the JFB Board considered whether the fact that American Ventures, a previous investor and shareholder of JFB, was involved in facilitating the introduction of JFB and Xtend, and would be participating in the PIPE financing, created a conflict of interest. The JFB Board determined that it did not, as further described in the section captioned “—JFB’s Reasons for the Mergers; Recommendation of the JFB Board of Directors” beginning on page 88. Sunset Bay Capital, LLC, as advisor to American Ventures, did not participate in negotiations on behalf of JFB and did not have any advisory role with respect to the JFB Board’s evaluation of the mergers.

Further, on December 28, 2025, representatives of American Ventures, Sunset Bay Capital, LLC and Dominari Securities LLC, or Dominari, as a financial advisor to JFB, and Messrs. A. Shapira and Horesh, together with other employees of Xtend and representatives of Paul Hastings LLP participated in a call to discuss Xtend’s views on a preliminary term sheet, provided by American Ventures, that included American Ventures as an investor in a business combination that would include JFB and Xtend. The parties discussed the optional structures of the investment and the required due diligence that each party would like to conduct ahead of the next meeting.

On December 29, 2025, Xtend conducted a call with representatives of Stifel and Paul Hastings LLP to discuss the terms for the potential strategic alliance between JFB and Xtend and the terms of the investment and conducted further analysis of the alternative term sheet that Xtend received.

On or around December 29, 2025, Dominari introduced Messrs. A. Shapira and Horesh to the management team of JFB, and the parties arranged to hold an introductory meeting.

On January 2, 2026, Joseph F. Basile III, the Chief Executive Officer and Chairman of the JFB Board, Ruben Calderon, the Chief Financial Officer of JFB, and John Gulyas, a member of the JFB Board, met telephonically with Mr. A. Shapira, and informally discussed the potential for a strategic alliance between the two companies, which discussion was based on the foundation that American Ventures would back up the deal by investing in the combined entity upon the closing of the merger to further support the working capital requirements of the combined company given its ownership of warrants and preferred shares in JFB and, as a

 

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result, interest in the success of the combined post-merger company, as described above. American Ventures shared the view of JFB and Xtend (as described below) regarding investor interest in the combined entity, potential value creation for the respective customers of the same and the value creation from the combined businesses. As a result, American Ventures indicated a willingness to commit to exercise its warrants in order to fund the operation of the combined company. The foregoing telephone discussion generally related to the possibility of combining the parties’ respective resources and capabilities to develop an autonomous defense and security systems platform integrating an AI-driven robotic operating system with established U.S. operating and infrastructure capabilities.

Following the January 2, 2026 telephone discussion, the JFB management team determined to conduct initial due diligence on Xtend based on publicly available information.

On January 3, 2026 and January 4, 2026, Messrs. A. Shapira, Horesh, and Swiel met telephonically with representatives of Stifel and Paul Hastings LLP to discuss the terms for the potential strategic alliance between JFB and Xtend that was discussed in the meeting between Messrs. Basile, Calderon, and Gulyas and A. Shapira on January 2, 2026. On January 4, 2026 and January 5, 2026, Messrs. A. Shapira, Horesh, and Swiel met telephonically with representatives of Stifel, Paul Hastings LLP, Sunset Bay Capital, LLC, and Dominari, to discuss the terms for a term sheet to govern the potential strategic alliance between JFB and Xtend.

On January 5, 2026, Messrs. A. Shapira and Horesh, and representatives of Paul Hastings LLP, together with Stifel, conducted multiple calls with representatives of JFB, Dominari, and American Ventures to discuss a more definitive term sheet. The parties discussed the expectation that Xtend’s existing shareholders would participate in an earnout share structure if the company met certain milestones during fiscal years 2026 and 2027, as well as the request that a portion of the investment by American Ventures be funded at signing and the remainder at closing and the desire by Xtend to engage American Ventures as a non-exclusive financial advisor post the transaction. During the approval of the transaction by the Xtend Board, as described below, the Xtend Board, after consultation with Mr. A Shapira, did not believe that the desire to engage American Ventures as a non-exclusive financial advisor created any material conflict of interest. The engagement of American Ventures contemplated only the provision of non-exclusive financial advisory services to be provided to the combined company in management’s sole discretion. Prior to the engagement of American Ventures, Xtend had its own independent financial advisor for the merger transaction, Stifel. In addition, the engagement was not a condition to American Ventures’ investment or to its commitment to exercise its outstanding JFB warrants and had no bearing on the exchange ratio or the other terms of the mergers. Xtend management considered and advised the Xtend Board during the January 9, 2026 meeting, as described below, of the fact that American Ventures has no board member at JFB and would not have any board membership, or observer rights, after the merger in the combined company. In addition, Xtend’s management advised the Xtend Board that American Ventures was not involved and will not be involved, as a non-exclusive financial advisor, in anything related to the Merger either pre-closing or post-closing. In addition, Xtend’s desire to engage American Ventures was disclosed to JFB early in the parties’ discussions and was among the matters discussed in the communications between representatives of JFB and Xtend, including their respective directors and executive officers. The Xtend Board discussed the proposed engagement at its meeting on January 9, 2026, at which the potential business combination was first presented to the Xtend Board, and reviewed the engagement at its meeting on February 11, 2026, at which the Xtend Board approved the merger agreement after considering all the facts and circumstances described above. As to JFB, the JFB Board was aware of Xtend’s desire to engage American Ventures through the communications described above and considered American Ventures’ role in the transaction, including the proposed post-closing engagement, in connection with its determination that American Ventures’ involvement did not create a conflict of interest, as described above and in the section captioned “The Mergers—JFB’s Reasons for the Mergers; Recommendation of the JFB Board of Directors” beginning on page 88.

The earnout was based on Xtend’s management’s belief that Xtend’s existing shareholders should benefit from Xtend’s future performance, and gain from Xtend’s expected accomplishments based on the existing strong foundations of Xtend. At the time, Xtend believed that, regardless of the transaction with JFB, it would be able to achieve revenue of $70 million in fiscal year 2026 and $150 million in fiscal year 2027.

 

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On January 9, 2026, the Xtend Board held a regularly scheduled board meeting that was attended by representatives of Stifel and Paul Hastings LLP, who had advised Xtend ahead of a planned private financing round in advance of a proposed listing on a national U.S. stock exchange. In connection with that meeting, Mr. A. Shapira informally advised the Xtend Board of the ongoing discussions with JFB regarding a potential business combination. The Xtend Board discussed, among other things, the potential benefits of a business combination with JFB, which included the fact that the potential business combination would (i)(x) enable Xtend to become a publicly traded company (y) enable Xtend to become a U.S. publicly traded company rather than an Israeli publicly traded company, a result that a traditional initial public offering could not achieve without adverse tax consequences to Xtend’s shareholders; and (z) such structure, is expected to better position Xtend to conduct and expand its operations in the United States, which the Xtend Board viewed as important given the nature of Xtend’s business, as operating in the U.S. market is more readily accomplished as a U.S. public company than as an Israeli public company (ii) provide Xtend with access to U.S. capital markets which would support Xtend’s efforts to grow its business and secure its future as a company; (iii) provide Xtend access to a wider range of investors compared to the range that Xtend would otherwise have if it continued to operate as a privately-held company; (iv) provide Xtend’s shareholders with greater liquidity by owning publicly-traded stock; and (v) enable Xtend’s shareholders to retain majority ownership of the go-forward public company immediately following the consummation of the proposed mergers. The Xtend Board also discussed the potential structure (including the earn-out concept) of any such business combination, the desire of Xtend to engage American Ventures as a financial advisor and the potential post-combination organization of the combined company.

Following JFB’s initial due diligence on Xtend, JFB management determined that Xtend was a suitable business combination candidate to present to the JFB Board. In order to facilitate further discussions, on January 9, 2026, JFB and Xtend entered into a non-binding letter of intent that contained certain economic and structural terms to be included in a definitive merger agreement. The non-binding letter of intent contemplated that JFB and Xtend enter into an all-stock business combination, following which the pro forma ownership of the combined company is expected to be approximately: (i) 19.9% held by existing JFB stockholders, (ii) 70.5% held by Xtend equityholders, and (iii) 9.6% reserved for an equity incentive plan, or collectively, the combined company ownership splits. The ownership allocation was the result of Xtend, with the assistance of Stifel, targeting to raise at least $135 million, regardless of whether it will go public or not, and the negotiation between Xtend’s management and JFB management that such investment would result in existing JFB stockholders receiving 19.9% of the combined entity. In the discussions between the parties, Xtend’s management thought that the benefits of the deal with JFB, as described in the prior paragraph, along with the investment structure negotiated between the parties, is aligned with the interest of Xtend’s shareholders taking into account the cash consideration and the reasons described in the prior paragraph. Consistent with the foregoing, JFB’s management believed that given the business and industry of Xtend and its advanced technology for AI robotics, the proposed consideration reflected a reasonable relative ownership percentage based on the diligence done to date, for purposes of signing the non-binding letter of intent. In connection with the proposed business combination, the non-binding letter of intent also contemplated JFB raising additional capital through private placement of its securities, subject to customary conditions.

Following the execution of the non-binding letter of intent, JFB consulted with Sichenzia Ross Ference Carmel LLP and Dominari, its advisor, concerning various aspects of the potential business combination and the broader market environment. JFB management also consulted with representatives of Marshall & Stevens regarding the potential business combination with Xtend, and, as discussed further below, on February 4, 2026, the JFB Board formally engaged Marshall & Stevens to prepare a fairness opinion with respect to the potential business combination.

Around January 14, 2026, Xtend began supplementing additional due diligence materials to the data room hosted by Datasite, or the Xtend data room. JFB and its legal advisors received access to the Xtend data room on January 22, 2026.

 

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Around January 10, 2026, JFB began uploading due diligence materials to the data room hosted by Box, or the JFB data room. Xtend and its legal advisors received access to the JFB data room on January 27, 2026.

On January 12, 2026, the respective management teams of Xtend and JFB, together with Stifel and Dominari, their respective advisors, and Paul Hastings LLP and Sichenzia Ross Ference Carmel LLP, their respective U.S. special counsel in connection with the transaction, held an introductory zoom meeting to further discuss the proposal for a potential business combination between JFB and Xtend.

On January 13, 2026, representatives of Sichenzia Ross Ference Carmel LLP submitted a preliminary list of written due diligence questions to Xtend. On January 25, 2026, Xtend’s initial responses to such requests were provided to representatives of Sichenzia Ross Ference Carmel LLP. From January 13, 2026 through February 12, 2026, JFB with the assistance of its advisors conducted due diligence on Xtend with respect to accounting, business, financial, legal, tax, and other matters, including through additional materials made available in the Xtend data room and telephone and zoom conference calls with members of Xtend’s management.

On January 16, 2026, representatives of Paul Hastings LLP and Sichenzia Ross Ference Carmel LLP met telephonically to discuss the corporate approvals required by both JFB and Xtend in connection with the potential business combination.

On January 18, 2026, Messrs. A. Shapira and Horesh met twice telephonically with Stifel and Paul Hastings LLP to discuss various legal and regulatory aspects of the potential business combination.

On January 19, 2026, representatives of Paul Hastings LLP submitted a preliminary list of written due diligence questions to JFB. JFB’s initial responses to such requests were provided to representatives of Paul Hastings LLP on January 1, 2026. From January 19, 2026 through February 12, 2026, Xtend, with the assistance of its advisors, conducted due diligence on JFB with respect to accounting, business, financial, legal, tax, and other matters, including through additional materials made available in the JFB data room and telephone and zoom conference calls with members of JFB’s management.

On January 19, 2026, JFB management and its counsel received an initial draft of the proposed merger agreement from Xtend management and its counsel. From January 19, 2026 through February 13, 2026, the parties exchanged drafts of the merger agreement and the other transaction documents contemplated therein, including support agreements and lock-up agreements, and had numerous discussions to address certain remaining legal aspects of these documents and to conduct diligence procedures. The negotiations and discussions focused on matters related to: (i) finalizing the transaction structure; (ii) finalizing the disclosure schedules to the merger agreement; and (iii) finalizing drafts of each of the transaction documents set forth above. In connection with these efforts, on January 20, 2026, JFB engaged Amit, Pollak, Matalon & Co. as its special Israeli counsel on matters of Israeli law related to the proposed business combination.

On January 27, 2026, representatives of Ernst & Young conducted an accounting due diligence session of JFB held by zoom meeting with the management of JFB that was attended by representatives of Sichenzia Ross Ference Carmel LLP, Paul Hastings LLP, and management of Xtend.

On January 29, 2026, the legal advisors of Xtend, including representatives of Paul Hastings LLP, H-F & Co, Israeli counsel to Xtend, and Banai Azriel Stern Law Office, Israeli counsel to Xtend, the legal advisors of JFB, including Sichenzia Ross Ference Carmel LLP and Amit, Pollak, Matalon & Co., Israeli counsel to JFB, and Mor Swiel met telephonically to discuss the preparation of legal documentation for the business combination and potential legal and regulatory requirements related to the business combination.

On January 30, 2026, representatives of Paul Hastings LLP conducted a legal due diligence session of JFB held by zoom meeting with the management of JFB that was attended by Mr. Swiel and representatives of Sichenzia Ross Ference Carmel LLP.

 

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On February 2, 2026, Messrs. Basile and Calderon met with Mr. A. Shapira at a restaurant in West Palm Beach to discuss the state of the defense, security and autonomous systems industries, as well as the need for their respective companies to continue to invest in product development, infrastructure, commercialization and strategic growth initiatives. In addition, they discussed the complementary nature of JFB’s and Xtend’s respective businesses and the possible benefits of combining their operations, technology and market opportunities, including potential uses for Xtend’s AI-enabled drone technology in JFB’s large, complex real estate development projects, including in jobsite security, land surveying, building inspections and jobsite monitoring, and JFB’s ability to leverage its commercial construction expertise to help reduce the expenses Xtend is incurring as it expands its U.S. manufacturing capabilities. They acknowledged as part of their discussions that although Xtend’s AI-enabled drone technology is designed for high-threat, complex operational environments in defense, law enforcement and private security missions, they believed the durable equipment can have similar application in the civil and commercial arena, including in JFB’s operations. At the conclusion of the meeting, Mr. Basile and Mr. A. Shapira confirmed their mutual interest in the business combination of the two companies and the continued negotiation of the merger agreement.

On or about February 2, 2026, Messrs. Basile, Calderon, and A. Shapira reconvened with other members of their respective management teams, together with representatives of Dominari and Stifel, in West Palm Beach. Items for discussion included the capital requirements of JFB and Xtend, the proposed exchange ratio and ownership percentages that would ultimately apply to the business combination and agreed, subject to negotiation of definitive documentation containing other terms and conditions mutually acceptable to the parties and subject to approval by their respective boards of directors, on a preliminary valuation framework and ownership construct for the combined company.

During the period commencing on or about February 2, 2026 until the execution of the merger agreement on February 13, 2026, representatives of JFB and Xtend, including the executive officers and directors of their respective boards of directors, engaged in consistent, near-daily communications to discuss various aspects of the proposed business combination and the desire of Xtend to engage American Ventures as a financial advisor for Xtend. These discussions included the shared vision of the combined entity, the respective capital requirements of JFB and Xtend, anticipated synergies of the business combination, investor interest in the combined entity, potential value creation for their respective customers, a possible transaction structure, governance considerations, operational and integration considerations and a proposed timeline for more in-depth discussions. The negotiations surrounding the financial terms of the potential business combination focused primarily on the proposed exchange ratio that JFB stockholders and Xtend shareholders would receive and the implementation of combined company ownership splits for the former JFB stockholders and former Xtend shareholders. In connection with such negotiations, representatives from Paul Hastings LLP and Sichenzia Ross Ference Carmel LLP discussed the mechanics behind which the merger agreement could effect the implementation of the combined company ownership splits, including requiring certain adjustments to the transaction consideration to be issued to the JFB stockholders or Xtend shareholders to reflect the effect of any stock split, stock dividend, reorganization, recapitalization, or other similar change to the number of JFB common stock or Xtend ordinary shares outstanding between the date of the merger agreement and the effective times and including an adjustment mechanism and procedures with respect to the calculation of the number of New PubCo common stock to be received by the Xtend shareholders at the closing in the event that, in the period between signing and the closing, there are equity investments in Xtend or New PubCo or changes to Xtend’s capitalization information as reflected in the merger agreement.

On February 3, 2026, representatives of Paul Hastings LLP and Sichenzia Ross Ference Carmel LLP met telephonically to discuss potential investments by a stockholder of JFB in connection with the business combination.

On February 4, 2026, representatives of Sichenzia Ross Ference Carmel LLP conducted a legal due diligence session of Xtend held by zoom meeting with the management of Xtend and their U.S. and Israeli counsel and tax advisors, including representatives of Paul Hastings LLP, H-F & Co, and Banai Azriel Stern Law Office.

 

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On February 4, 2026, representatives of Paul Hastings LLP and Sichenzia Ross Ference Carmel LLP held a meeting to discuss the proposed private investment in public equity, including the terms of the related subscription agreement and side letters.

On February 5, 2026, representatives of Sichenzia Ross Ference Carmel LLP, Paul Hastings LLP, Stifel, Sunset Bay Capital, LLC, and Dominari met telephonically to discuss certain legal and regulatory issues related to the business combination.

On February 6, 2026, Ernst & Young conducted an accounting due diligence session of JFB held by zoom meeting with the management of JFB and Sichenzia Ross Ference Carmel LLP.

On February 10, 2026, the JFB Board held a special meeting. As part of that meeting, Mr. Basile and Mr. Gulyas updated the JFB Board on the discussions with Xtend. The JFB Board, with Mr. Basile having not participated during its deliberations and decision-making, authorized management to continue its negotiations with Xtend regarding the merger agreement and the related transaction documents.

On February 10, 2026, a due diligence call was held between Messrs. Horesh and Calderon to discuss the accounting due diligence process and JFB’s cash flow. The call was also attended by additional advisors on behalf of Xtend and a representative from EY, as auditor for Xtend, and BDO, as a financial consultant for Xtend.

On February 11, 2026, the JFB Board met with management of JFB to review and discuss corporate strategy. During that meeting, the JFB Board undertook a strategic and financial review of JFB’s standalone strategy, including organic growth opportunities underway at and under consideration by JFB. The JFB Board also considered the context of potential strategic and merger-and-acquisition opportunities that may become available and discussed the likelihood of those potential opportunities and their relative merits. At that meeting, management of JFB presented the current status of the discussions with Xtend and reviewed the strategic rationale for a potential business combination, discussing with representatives of its outside corporate counsel. The JFB Board instructed management of JFB to continue to negotiate with Xtend, as it viewed a transaction with Xtend as an attractive strategic opportunity if it could be completed on terms acceptable to JFB.

On February 11, 2026, the Xtend Board held a special meeting that was attended by representatives of Paul Hastings LLP to review the final terms of the proposed business combination and the engagement of American Ventures as a financial advisor for Xtend. At the meeting, a representative of Paul Hastings LLP explained that the purpose of the meeting was to discuss the status of the proposed business combination with Xtend and JFB; provide a summary of Paul Hasting LLP’s legal diligence on Xtend; and review the near-final drafts of the merger agreement and other transaction documents. A representative of Paul Hastings LLP described the material aspects and terms of the proposed transaction and transaction documents, discussed material findings in its due diligence, and provided a high-level timeline for the closing of the proposed business combination. After discussion and deliberation, the Xtend Board unanimously: (i) determined that it was advisable and in the interests of Xtend and the Xtend shareholders to enter into the merger agreement and to consummate the mergers, (ii) approved the execution, delivery and performance of the merger agreement and the consummation of the mergers, and (iii) resolved to recommend that Xtend shareholders adopt the merger agreement. Concurrently with the execution of the merger agreement, certain shareholders of Xtend entered into the Xtend Support Agreements in favor of JFB and New PubCo, and certain stockholders of JFB entered into the JFB Support Agreements in favor of Xtend and New PubCo, which terms are further discussed in “Summary of Certain Agreements Related to the Mergers.”

On February 11, 2026, representatives of Stifel and Paul Hastings LLP met telephonically to discuss certain transaction issues related to the business combination, and representatives of Sichenzia Ross Ference Carmel LLP and Paul Hastings LLP met telephonically to discuss certain legal and regulatory issues related to the business combination.

On February 12, 2026, the JFB Board again held a special meeting. As part of that meeting, Messrs. Basile, Calderon and Gulyas updated the JFB Board on the status of the discussions with representatives of Xtend and

 

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advised the JFB Board of the evaluation being prepared by Marshall & Stevens. During this meeting, Messrs. Basile, Calderon and Gulyas reviewed with the JFB Board, and discussed with representatives of its outside corporate counsel, an outline of the proposed material terms of the business combination, as well as the proposed corporate governance structure and other terms with respect to the combined company.

Prior to the execution of the merger agreement on February 13, 2026, representatives of JFB and Xtend and their respective counsel finalized the remaining open terms of the proposed business combination and the definitive transaction documents through a series of email correspondence, telephone calls, and zoom conferences.

At the meeting of the JFB Board held on February 13, 2026, representatives from Marshall & Stevens provided their final financial analyses of the transaction, taking into account the final proposed exchange ratio. At the meeting, Marshall & Stevens rendered its oral opinion to the JFB Board, which was subsequently confirmed by delivery of a written opinion dated February 13, 2026, to the effect that, as of that date, and based upon and subject to the factors, assumptions and limitations set forth in such opinion, the exchange ratio provided for in the merger agreement was fair, from a financial point of view, to JFB and/or the holders of JFB common stock, as applicable. After discussion with Marshall & Stevens and internal deliberation, which discussion and internal deliberation Mr. Basile did not participate in, as well as discussion with representatives of its outside corporate counsel, the JFB Board unanimously (by means of a subsequent written consent signed by all of the directors, including Mr. Basile): (i) determined that the mergers and the other transactions contemplated by the merger agreement were advisable and fair to, and in the best interests of, JFB and its stockholders; (ii) approved and declared advisable the merger agreement, the mergers and the other transactions contemplated thereby; (iii) authorized management to execute the merger agreement on behalf of JFB; and (iv) recommended that JFB stockholders adopt the merger agreement, which approval was subsequently obtained by written consent of the holders of a majority of the voting power of the shares of JFB common stock entitled to vote on such matters.

On February 16, 2026, representatives of Sichenzia Ross Ference Carmel LLP and Paul Hastings LLP met telephonically to discuss potential amendments to the confidential disclosure schedules delivered by Xtend to JFB in connection with the execution of the merger agreement.

On February 17, 2026, prior to the opening of trading, the parties issued a joint press release announcing the execution of definitive transaction agreements.

Following the execution of the merger agreement on February 13, 2026, representatives of JFB and Xtend, including directors of their respective boards of directors, continued to engage in consistent, near-daily communications to discuss various aspects of the proposed closing, including the achievement of certain milestones necessary as a condition to close.

On February 18, 2026, Paul Hastings LLP conducted a bringdown legal due diligence session of JFB held by zoom meeting with the management of JFB and Sichenzia Ross Ference Carmel LLP.

On February 18, 2026, representatives of Sichenzia Ross Ference Carmel LLP and Paul Hastings LLP and Mr. Calderon held a meeting to discuss regulatory matters relating to the proposed business combination, including applicability of the HSR Act and the requirement to make a filing thereunder.

On February 25, 2026, representatives of Paul Hastings LLP, together with financial advisors to Xtend and JFB met telephonically to discuss JFB’s capital structure in connection with the proposed transaction, including the potential implementation of a forward stock split of its issued and outstanding shares of JFB common stock.

On February 25, 2026, JFB management and its counsel received an initial draft of the proposed merger agreement amendment from Xtend management and its counsel. From February 25, 2026 through March 21, 2026, the parties exchanged drafts of the merger agreement amendment and had numerous discussions to address certain remaining legal aspects of these documents. The negotiations and discussions focused on matters related

 

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to: (i) finalizing the transaction consideration in light of JFB’s Forward Split implemented on March 25, 2026, including a conforming amendment to the Form of SAFE 2; (ii) extending the deadline for Xtend to obtain approval of the mergers after the date of this information statement/prospectus so that such information can be provided to the Xtend shareholders; and (iii) finalizing drafts of the merger agreement amendment.

On March 10, 2026, JFB announced that its board has approved a forward stock split of its issued and outstanding shares of JFB common stock at a ratio of 2-for-1. On March 20, 2026, a Certificate of Change was filed with the Secretary of State of the State of Nevada with an effective date of March 25, 2026, or the Forward Split Effective Date. Subsequently, a Certificate of Correction was filed on March 23, 2026, to change the Forward Split Effective Date to 12:01 a.m. on March 24, 2026 to facilitate the distribution of the JFB common stock on March 25, 2026. JFB common stock began trading on a split-adjusted basis on the Nasdaq Capital Market at market open on March 25, 2026.

On March 21, 2026, the JFB Board held a special meeting to review the final terms of the proposed merger agreement amendment. After discussion and deliberation, the JFB Board unanimously approved (by means of a subsequent written consent signed by all of the directors, including Mr. Basile) the merger agreement amendment and the transactions contemplated thereby, including the amended Form of SAFE 2, and authorized the execution and delivery of the merger agreement amendment and the related transaction documents.

On March 21, 2026, JFB, Xtend, and the other parties thereto executed the merger agreement amendment.

On May 18, 2026, the JFB Board adopted, by unanimous written consent, the JFB Bylaws, which became effective as of May 18, 2026. The JFB Bylaws enhance and clarify certain procedural mechanisms related to stockholder actions by removing language restricting JFB from accepting actions taken by written consent of its stockholders. On May 19, 2026, Joseph F. Basile III, Basile Family Investments LLC, Mark Albright, and Colin Foreman, who collectively, as of the date thereof, were the record holders of an aggregate of 7,826,164 shares of JFB Class A common stock, representing approximately 51.05% of the aggregate voting power of the issued and outstanding shares of JFB common stock on such date, delivered the Written Consent, adopting and approving the merger agreement, the merger agreement amendment and the mergers.

Xtend gave due notice of, convened and held a special general meeting of the Xtend shareholders on June 8, 2026, in accordance with the laws of the State of Israel and the Articles of Association of Xtend, for the purpose of voting upon the approval of the merger agreement and the mergers, or the Xtend shareholders meeting. At the Xtend shareholders meeting, shareholders representing the requisite majority of each class of shares of Xtend voted to approve, adopt, and authorize, in all respects, the merger agreement and the mergers.

On June 18, 2026, representatives of American Ventures, Dominari, as financial advisor to JFB, and Xtend, together with their respective legal counsel, held a telephonic discussion regarding the expected exercise of the warrants by American Ventures upon the closing of the transaction. Dominari expressed a concern that, due to the limited trading volume of JFB common stock, exercise of the warrants in full for cash would result in the issuance of a large number of shares, which could work against the interests of the combined company’s stockholders. During the discussion, a representative of American Ventures suggested that American Ventures exercise warrants for cash in an aggregate exercise amount of $60,000,000, such that the remainder of the warrants would be deemed to be cashless exercised at a pre-specified value per share, and that the parties agree to new lock-up terms to reduce the risk of high volatility in the stock given the large number of registered shares expected to be issued by New PubCo. A principal concern was that the lock-up structure originally negotiated between the parties did not give American Ventures the flexibility to trade the converted shares in a manner that would minimize the impact on the market. In particular, the parties were concerned that American Ventures could be required to dispose of a large number of shares at a future point in time, which could adversely affect the stock price of New PubCo. The parties also discussed that the proposed structure would require an amendment to the terms of the transaction, including the merger agreement and the related transaction documents. The parties agreed during the conversation that a partial cash exercise combined with a cashless

 

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exercise of the remaining warrants, resulting in a reduced amount of cash at closing, might be the preferred way to proceed with the transaction, but determined to reconvene in the near future to continue discussions. Following such discussion, Xtend’s management discussed with Stifel, as its financial advisor, to determine the revised terms of the offering and the different lock-up options to its existing investors and American Ventures. In addition, Xtend’s management considered the implications of reducing the expected closing amount from $110,000,000 to $60,000,000 and determined that such reduction would not have material effect on the future operation of the business of the combined company.

On June 23, 2026, representatives of American Ventures, JFB, Dominari and Xtend met to further discuss the proposed transaction after each party had internally considered the implications of the proposed changes. The parties agreed that, given the limited trading volume of JFB common stock and the desire to limit the risk of high volatility in the stock of NewPubCo following the closing of the mergers, it was in the best interests of the parties to revise existing lock-up terms and reduce the minimum cash condition of the transaction from $110,000,000 to $60,000,000, such that the total proceeds from the transaction, including amounts invested at the signing of the transaction by the PIPE investors and holders of Xtend SAFEs, would total approximately $100,000,000 instead of approximately $150,000,000, which in turn would reduce the expected dilution to the existing shareholders of Xtend. In addition, the parties agreed that American Ventures would cash exercise 3,328,407 JFB common stock purchase warrant A and 16,137,866 JFB common stock purchase warrant B, for gross proceeds to JFB of $60,000,001.38, and that the remaining 12,809,459 JFB common stock purchase warrant A would be exercised on a cashless basis at a fixed price of $6.3391 per share, resulting in the surrender of 5,892,352 shares and the issuance by JFB to American Ventures of 6,999,928 shares. The parties agreed that such 6,999,928 shares would be subject to a six-month lock-up. The parties also agreed that Xtend would be required to subject at least 90% of its existing shareholders to a lock-up, and that the lock-up terms applicable to American Ventures would continue to be discussed at a future time. The fixed price of $6.3391 per share for the cashless exercise was the result of extensive negotiation between representatives of Xtend and American Ventures and reflected the $6.25 per share price at which the PIPE investors invested at signing, plus a premium demanded by American Ventures in light of its sizable commitment to the transaction. The parties believed the revised structure would reduce the risk of volatility because the cashless exercise reduces the net number of new shares entering the market, and the staggered lock-up releases and price-based threshold limit the number of shares eligible for sale at any given time relative to the stock’s limited trading volume. In addition, Xtend’s management considered the benefits of the overall revised transaction to its business, as described above, and determined that those benefits remained valid under the revised terms. Xtend’s management was also of the view, after consulting with its financial advisor, that the cashless exercise of the warrants, in exchange for the elimination of a significant number of warrants that were deeply in the money (the exercise price of the JFB common stock purchase warrant A was $2.88 per share, while the trading price of JFB common stock during the negotiations was approximately $5.00 per share), was beneficial to the combined company.

Between June 23, 2026 and July 14, 2026, the parties’ legal counsel and principals continued to discuss the lock-up terms applicable to the parties. During this period, the parties agreed that New PubCo would adopt a unified lock-up in its bylaws, pursuant to which all existing shareholders of Xtend would be subject to a complete lock-up for a period of six months following the closing and, from the end of the sixth month through the end of the tenth month, each shareholder would be permitted to sell up to 25% of its original number of shares in each month, without aggregation of amounts not sold in each month by a shareholder. In addition, the parties agreed that the 6,999,928 shares to be issued by JFB to American Ventures upon the cashless exercise of the warrants would be subject to a complete lock-up of six-months. The parties further agreed that any other shares held by American Ventures (excluding the 6,999,928 shares issued upon the cashless exercise of the warrants) would not be subject to a lock-up if the trading price of New PubCo common stock was greater than $3.10 per share, and that, if the trading price was below $3.20 per share, American Ventures would be permitted to sell only up to 10% of its original holdings per month, without aggregation of amounts not sold in each month by American Ventures.

 

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The parties’ rationale for this revised lock-up structure was twofold. First, American Ventures was contributing a significant amount of proceeds to the transaction and was doing so at the highest effective price per share of any investor in the transaction that is subject to a lock-up (i.e., the PIPE investors and holders of Xtend SAFEs who purchased the shares for $6.25 are not subject to a lock-up), well above the effective basis of the existing Xtend shareholders receiving shares in the mergers. Because American Ventures bore the greatest price risk on its investment, the parties agreed that it was reasonable for American Ventures to have the first opportunity to trade its shares, while the holders with lower effective entry prices remained subject to a complete lock-up. Second, the parties believed the structure would support an orderly trading market in New PubCo common stock during the months following the closing. By sequencing rather than concentrating potential sales, the structure limits the number of shares eligible for sale at any given time: American Ventures’ unlocked shares would trade first, while the existing Xtend shareholders would be fully locked up for six months and would then be released gradually, at up to 25% of their original holdings per month over the following four months, rather than becoming eligible to sell all at once upon a single expiration date. The parties also believed that the ten-month period would allow the trading volume and shareholder base of New PubCo common stock to develop before the largest blocks of shares became freely tradable, so that sales by former Xtend shareholders would occur into a deeper and more liquid market better able to absorb them. The price-based threshold applicable to American Ventures’ unlocked shares further supported this objective, as it permitted unrestricted sales only at times when the trading price indicated sufficient market demand, and limited sales to up to 20% of American Ventures’ original holdings per month at lower prices. The parties believed that this structure was in the best interests of the shareholders in the transaction, and it was also recommended by the parties’ respective financial advisors.

On July 12, 2026, the Xtend Board met to discuss the revised transaction and the rationales for the revised terms described above, including the limited trading volume of JFB common stock, the elimination of warrants through the cashless exercise, the reduced dilution to the existing shareholders of Xtend, and the benefits of the combined company being a U.S. public company following the mergers, as well as the other factors originally considered by the Xtend Board, which the Xtend Board determined remained valid. Accordingly, the Xtend Board approved an amendment to the merger agreement to reflect the revised terms described above, appointed two board members of Xtend to finalize the negotiation of the lock-up terms with American Ventures within the approved parameters described above (i.e., $3.10 floor and up to 10% of its original holdings per month) and adopted the revised unified lock-up proposal applicable to the Xtend shareholders. In addition, the Xtend Board authorized a member of the Xtend Board and Mr. A. Shapira to continue negotiating the lock-up terms applicable to American Ventures.

On July 13, 2026, Xtend gave due notice of a special general meeting of the Xtend shareholders to be held on July 20, 2026, in accordance with the laws of the State of Israel and the Articles of Association of Xtend, for the purpose of voting upon the approval of the second merger agreement amendment and the revised terms described above, or the second Xtend shareholders meeting.

On July 15 2026, the JFB Board reviewed the final terms of the proposed second merger agreement amendment. The JFB Board unanimously approved the second merger agreement amendment and the transactions contemplated thereby and authorized the execution and delivery of the second merger agreement amendment and the related transaction documents by unanimous written consent.

On July 16, 2026, the Xtend Board unanimously approved the final second merger agreement amendment and the transactions contemplated thereby and authorized the execution and delivery of the second merger agreement amendment and the related transaction documents by unanimous written consent.

On July 16, 2026, Joseph F. Basile III, Ruben Calderon, William F. Dyer III, Nelson B. Garcia, Miklos “John” Gulyas, Christopher Melton, Jamie Zambrana, Stefan Passantino, Basile Family Investments LLC, American Ventures, Chartered Services LLC, Mark Albright, Eric Weinberger, Colin Foreman, Brian Herman, Viet Do, Jordan Schur, Calixto Perez, Bjarne Borg, Graciella Zanotti, Howard Leib, and Charles Weis, who collectively, as of the date thereof, were the record holders of an aggregate of 10,387,173 shares of JFB Class A common stock, representing approximately 51.3% of the aggregate voting power of the issued and outstanding shares of JFB

 

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common stock on such date, delivered a written consent adopting and approving the second merger agreement amendment and the revised terms described above.

On July 16, 2026, JFB, Xtend, and the other parties thereto executed the second merger agreement amendment.

Xtend gave due notice of, convened and held a special general meeting of the Xtend shareholders on July 20, 2026, in accordance with the laws of the State of Israel and the Articles of Association of Xtend, for the purpose of voting upon the approval of the second merger agreement amendment and the mergers, or the second Xtend shareholders meeting. At the second Xtend shareholders meeting, shareholders representing the requisite majority of each class of shares of Xtend voted to approve, adopt, and authorize, in all respects, the second merger agreement and the revised terms described above.

JFB’s Reasons for the Mergers; Recommendation of the JFB Board of Directors

Following JFB’s review of its strategic alternatives to maximize value for all JFB stockholders, and as discussed by the JFB Board from time to time beginning in December 2025 and through February 13, 2026, on February 13, 2026, the JFB Board adopted resolutions by unanimous written consent (signed by all of the directors, including Mr. Basile) (i) determining that the mergers and the other transactions contemplated by the merger agreement were advisable and fair to, and in the best interests of, JFB and its stockholders; (ii) approving and declaring advisable the merger agreement, the mergers and the other transactions contemplated thereby; (iii) authorizing management to execute the merger agreement on behalf of JFB; and (iv) recommending that JFB stockholders adopt the merger agreement, which approval was subsequently obtained by written consent of the holders of a majority of the voting power of the shares of JFB common stock entitled to vote on such matters.

In the course of reaching its determination and recommendation, the JFB Board consulted and received advice from its outside financial, accounting and legal advisors and from JFB’s senior management and considered a number of factors including, but not limited to, the following material factors:

Potential Positive Factors. In recommending that JFB stockholders adopt the merger agreement, the JFB Board considered a number of factors that it believes support its decision, including, among other factors, the following (not necessarily in order of relative importance):

 

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Attractive Value. The JFB Board’s belief that the per share transaction consideration provides JFB’s securityholders with an attractive value for their shares of JFB common stock in light of a number of factors, including:

 

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Participation in the Combined Company. The all-stock nature of the mergers, which will allow existing JFB stockholders to participate in the expected increased value of New PubCo. Specifically, among other things, the JFB Board considered:

 

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The ability for JFB’s securityholders to meaningfully share in the continued successes of JFB;

 

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The ability for JFB’s securityholders to participate in the Xtend business;

 

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While the JFB Board was not provided quantified synergies, the JFB Board discussed, based on their general knowledge of the industry, the potential cost synergies that could be achieved by utilizing Xtend’s AI-enabled drone technology, including in jobsite security, land surveying, building inspections and jobsite monitoring, in JFB’s large, complex real estate development projects as well as leveraging JFB’s commercial construction expertise in Xtend’s ongoing expansion efforts among other synergies, which are more fully described in the section entitled “—Certain Unaudited Prospective Financial Information—Xtend Management Unaudited Prospective Financial Information” beginning on page 95 of this

 

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information statement/prospectus. The JFB Board acknowledged as part of their discussions that although Xtend’s AI-enabled drone technology is designed for high-threat, complex operational environments in defense, law enforcement and private security missions, the JFB Board believed the durable equipment can have similar application in the civil and commercial arena, including in JFB’s operations; and

 

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The potential for the combined company to pursue other strategic opportunities to further bolster both companies’ strong manufacturing, supply chain, and technological capabilities.

 

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Fairness Analyses. The financial analyses presented to the Board by representatives of Marshall & Stevens. The JFB Board also considered:

 

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The oral opinion of Marshall & Stevens rendered to the JFB Board, subsequently confirmed in Marshall & Stevens’ written opinion dated February 13, 2026, to the effect that, as of February 13, 2026 and taking into account the consummation of the mergers contemplated by the merger agreement, the aggregate transaction consideration to be paid to the holders of JFB common stock (other than cancelled JFB shares) pursuant to the merger agreement was fair, from a financial point of view, to such holders, as more fully described below in the section entitled “The Mergers—Opinion of JFB’s Valuation Advisor” beginning on page 99 of this information statement/prospectus;

 

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Diligence. The results of the due diligence investigation of Xtend conducted by JFB’s management and outside advisors.

 

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Value Relative to Standalone Prospects: The JFB Board’s belief, after discussion with JFB management and its financial and legal advisors, that the per share transaction consideration compares favorably to the potential long-term value of a share of JFB’s common stock if JFB were to remain as a standalone entity after taking into account the risks and uncertainties associated with this alternative, including Xtend’s business, competitive position and current market and financial conditions. Specifically, among other things, the JFB Board considered:

 

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Its knowledge and understanding of Xtend’s business, operations, assets and liabilities, financial condition, earnings, strategy and future prospects;

 

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Xtend’s historical and projected financial performance, including certain forecasts for Xtend prepared by or at the direction of senior management of Xtend, which reflected various assumptions of Xtend’s senior management as further described in the section entitled “—Certain Unaudited Prospective Financial Information” beginning on page 95 of this information statement/prospectus; and

 

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The risks that JFB would face if it continued to operate on a standalone public company basis, including the risk factors set forth in JFB’s Annual Report on Form 10-K for the year ended December 31, 2025, as amended, and JFB’s Quarterly Report on Form 10-Q for the period ended March 31, 2026, as amended, and the possibility that the trading price of shares of JFB Class A common stock would not reach and sustain the level of the transaction consideration, or that doing so could take a considerable period of time.

 

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Value Relative to Other Indications of Interest. The JFB Board’s belief, after discussion with JFB management and its financial and legal advisors, that a potential transaction with Xtend was reasonably likely to provide greater value to JFB stockholders than a transaction with any of the other parties that had provided indications of interest as part of JFB’s strategic review, as further described above in the section entitled “—Background of the Mergers”, and that, were JFB to have delayed executing the agreement with Xtend to continue to seek to negotiate with other potential bidders, this would have created a risk that the transaction with Xtend might no longer be available for JFB on the negotiated terms, in which event securityholders of JFB would lose the opportunity to obtain the proposed transaction consideration. The JFB Board also considered that:

 

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JFB received written indications of interest from one potential counterparty (in addition to Xtend, one party with which JFB executed a non-binding letter of intent) and provided such potential counterparty (as well as Xtend) with access to an electronic data room containing non-public information about JFB; and

 

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The potential counterparty (other than Xtend) who provided an indication of interest to JFB (1) submitted its offer at a lower implied valuation than the transaction consideration (2) had not to date demonstrated a level of interest comparable to that demonstrated by Xtend and, as such, it was possible any other potential counterparties would be unlikely to move with the pace required to reach actionable and compelling transaction terms in a timely manner, (3) would require debt and/or equity financing partners to more fully develop their potential proposals and (4) there could be no guarantee that the preliminary indications of interest provided by such counterparties would develop into bona fide offers, much less a definitive transaction.

 

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Other Strategic Alternatives. The JFB Board’s belief that there had not emerged any alternatives to the potential transaction with Xtend that were executable in the near-term or that were likely to result in a more attractive proposition for JFB’s securityholders in light of, among other factors, the potential risks, rewards and uncertainties associated with those alternatives. In making that assessment, the JFB Board considered that:

 

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JFB and its advisors, acting on behalf of JFB, contacted and were contacted by a potential counterparty (other than Xtend) and JFB entered into a non-binding letter of intent with such potential counterparty; and

 

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Likelihood and Speed of Consummation. The JFB Board’s belief that the mergers would likely be consummated in an expeditious manner (which was important due to, among other things, the then-current macro-economic uncertainty in both the mergers and acquisitions and financial markets generally) based on, among other factors:

 

•

The collective view of JFB’s advisors that Xtend wanted to consummate a transaction expeditiously to realize synergies across JFB’s business and that any value created by such synergies would be shared with JFB’s securityholders;

 

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The support of Joseph F. Basile III and The Basile Family Irrevocable Trust, who, as of February 13, 2026, were the record holders of an aggregate of 7,230,000 shares of JFB Class A common stock, representing approximately 55.46% of the aggregate voting power of the issued and outstanding shares of JFB common stock on such date, sufficient to provide the stockholder approval required to approve the mergers; and

 

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The collective view of JFB’s advisors that Xtend and its representatives had already meaningfully engaged in diligence and provided detailed transaction terms to JFB, as compared to the other participants in the strategic review process.

 

•

Certainty of the Completion of the Mergers. The JFB Board’s belief that the terms of the merger agreement, taken as a whole, increased the degree of certainty that the mergers will be completed, including:

 

•

The closing conditions and the circumstances in which Xtend may terminate the agreement being specific and limited;

 

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The fact that the outside date may be extended to February 13, 2027 in certain circumstances if the mergers will not have been completed by October 31, 2026, which is anticipated to allow for sufficient time to obtain required regulatory approvals while minimizing the length of time during which JFB would be required to operate subject to the restrictions on interim operations set forth in the merger agreement;

 

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The fact that the mergers are not subject to the conditionality and execution risk of any required approval by Xtend’s shareholders; and

 

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JFB’s ability to specifically enforce Xtend’s obligations under the merger agreement, including Xtend’s obligations to complete the mergers.

 

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Treatment of mergers as a contribution governed by Section 351 of the Code. The expectation that JFB stockholders will not recognize gain or loss for U.S. federal income tax purposes as a result of the mergers.

Potential Negative Factors. In recommending that JFB stockholders adopt the merger agreement, the JFB Board also considered a variety of risks and potentially negative factors, including, among other risks and factors, the following (not necessarily in order of relative importance):

 

•

The possibility that, although the transaction consideration provided the JFB stockholders the possibility to participate in the combined company, the price of the JFB common stock might have increased in the future to a price greater than the price of the New PubCo common stock;

 

•

The fact that the Xtend shareholders cannot be certain of the value of the New PubCo common stock to be paid to them as consideration for the mergers given the all-stock nature of the mergers and the absence of an adjustment for changes in value;

 

•

The possibility that another party might have been willing to pay a higher purchase price for JFB than the transaction consideration;

 

•

The risk of not realizing all of the anticipated strategic and other benefits between Xtend and JFB, including, without limitation: the risk of not capturing all or a part of the anticipated cost and revenue synergies; the possibility that, without assuming the achievement of such synergies, New PubCo could have lower revenue and growth rates than each of Xtend and JFB experienced historically; and the risk that the integration of Xtend and JFB will subject JFB to liabilities that may arise at Xtend, including liabilities arising out of the mergers;

 

•

The risks and costs associated with the potential diversion of management and employee attention and focus during the pendency of the mergers;

 

•

The potential effect of the public announcement of the merger agreement, including effects on JFB and Xtend’s revenues, customers, employees, operating results and share price and the risk of losing key Xtend or JFB management, employees or talent during the pendency of the mergers and thereafter;

 

•

The risks related to the possibility that the mergers might not be completed in a timely manner or at all, including that failure to complete the mergers could cause JFB to incur significant expenses and/or lead to negative perceptions among investors;

 

•

The fees and expenses associated with negotiating and completing the mergers;

 

•

The restrictions in the merger agreement on the conduct of JFB’s business during the period between execution of the merger agreement and the completion of the mergers;

 

•

The risk of legal proceedings from stockholders in respect of the merger agreement or the mergers;

 

•

The risk of adverse outcomes of pending or threatened litigation with respect to JFB, and the possibility that an adverse judgment could have a materially adverse effect on the business or operations of JFB, or of New PubCo after the completion of the mergers;

 

•

The fact that JFB’s stockholders are not entitled to appraisal rights, dissenters’ rights or similar rights with respect to the mergers;

 

•

The fact that American Ventures, a previous investor and shareholder of JFB, was involved in facilitating the introduction of JFB and Xtend and would be participating in the PIPE financing;

 

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The fact that the Written Consent adopting the merger agreement was expected to be executed in whole or in part by Joseph F. Basile III and Basile Family Investments LLC, a limited liability company affiliated with, but not controlled by, Mr. Basile, without soliciting the vote of all other JFB stockholders; and

 

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•

The risks of the type and nature described in the sections of this information statement/prospectus entitled “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements” beginning on pages 29 and 27, respectively.

In addition, the JFB Board carefully considered interests of the non-majority JFB stockholders, including the fact that not all of JFB’s stockholders would be afforded the opportunity to vote on the merger agreement and the mergers. Among other things, the JFB Board considered (i) the reasons described above under the heading “Potential Positive Factors,” in particular that (a) all JFB stockholders, including Mr. Basile, will receive the same transaction consideration per share of JFB common stock and (b) JFB had completed an extensive strategic review process and that the Xtend proposal was reasonably likely to provide greater value to JFB stockholders than all other proposals received as part of such strategic process, (ii) that the non-management directors had carefully considered the merger agreement and the mergers, including in executive sessions and in individual meetings with outside advisors, and (iii) that approval of the mergers, by a majority of the minority JFB stockholders was not required under Nevada law or the federal securities laws.

Further, the JFB Board was aware of and considered the interests of its directors and executive officers that are different from, or in addition to, the interests of JFB stockholders generally, including without limitation the treatment of JFB equity awards held by such directors and executive officers in the mergers described in the section entitled “Certain Beneficial Owners of JFB Common Stock” beginning on page 206 of this information statement/prospectus, New PubCo’s agreement to indemnify Xtend directors and officers against certain claims and liabilities after the completion of the mergers, and Mr. Basile’s support in providing the stockholder approval required to approve the mergers coupled with his expected role as Executive Vice President of Construction Operations of New PubCo. Specifically with regard to Mr. Basile’s potential interests in the mergers, the JFB Board considered the following factors in determining that such potential interests did not compromise the integrity of the JFB Board’s evaluation: (i) Mr. Basile’s post-closing compensation at New PubCo will be on terms substantially consistent with his existing compensation at JFB, and the mergers do not confer any incremental economic benefit on Mr. Basile that is contingent upon consummation; (ii) Basile Family Investments LLC is a limited liability company that is not controlled by Mr. Basile, and its decision to deliver the Written Consent was made independently of Mr. Basile’s direction; (iii) Marshall & Stevens’ fairness opinion was rendered based solely on the financial terms of the mergers and without regard to any post-closing employment or governance arrangements applicable to Mr. Basile or any other individual; (iv) Mr. Basile did not participate in the JFB Board’s deliberations with respect to the mergers; and (v) the economic terms of the mergers, including the exchange ratio and ownership percentages, were negotiated at arm’s length between JFB and Xtend with the involvement of each party’s independent legal and financial advisors.

Further, in evaluating the financial analyses presented by Marshall & Stevens, the JFB Board considered that the projections for both Xtend and JFB upon which Marshall & Stevens relied assumed revenue growth rates and margin profiles significantly more favorable than either of the companies’ historical performance. The JFB Board considered that the projections reflect the anticipated financial profile of the combined enterprise following the mergers. In assessing the reasonableness of the projected departure from historical trends, the JFB Board considered that (i) Xtend has a proven and operationally validated product in the autonomous defense and AI-enabled drone sector with a demonstrated ability to execute against its growth plans, (ii) the mergers provide immediate access to Xtend’s established international government relationships representing a substantial new addressable market not reflected in either company’s standalone historical results, and (iii) the compatibility of the two businesses has already been validated through JFB’s use of its institutional project relationships to introduce Xtend’s AI-enabled drone systems into the school protection sector. The JFB Board concluded that, notwithstanding the departure from historical trends, the projections represented management’s good-faith assessment of future performance in light of its expanded capabilities, market access, and operational resources. The JFB Board acknowledged that achievement of the projected results is inherently uncertain and subject to significant risks, as described in the sections entitled “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 27 and “Risk Factors” beginning on page 29 of this information statement/prospectus.

 

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After taking into account all of the factors set forth above, the JFB Board concluded that the potential benefits that it expects JFB and the JFB stockholders to achieve as a result of the mergers outweigh the potentially negative factors associated therewith. In view of the large number of factors considered and their complexity, the JFB Board, both individually and collectively, did not find it practicable to and did not attempt to quantify or assign any relative or specific weight to the various factors. Rather, the JFB Board based its recommendation on the totality of the information presented to and considered by it, including the discussions with, and questioning of, senior management of JFB and representatives of Marshall & Stevens. In addition, individual members of the JFB Board may have given different weights to different factors.

The foregoing discussion of the information and factors considered by the JFB Board is forward-looking in nature. This information should be read in light of the factors described under the section entitled “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 27 of this information statement/prospectus.

Xtend’s Reasons for the Mergers; Recommendation of the Xtend Board of Directors

In the course of reaching its decision to approve the mergers, the Xtend Board held numerous meetings, consulted with Xtend’s senior management, its legal counsel and financial advisors, and considered a wide variety of factors, including, among others, the following material factors (which factors are not necessarily presented in any order of relative importance):

 

•

the mergers are expected to provide Xtend’s current shareholders with greater liquidity by owning publicly-traded stock and to expand both the access to capital for Xtend and the range of investors potentially available as a public company, compared to the investors Xtend could otherwise gain access to if it continued to operate as a privately-held company;

 

•

the potential benefits from increased public market awareness of Xtend and its product offerings;

 

•

the historical and current information concerning Xtend’s business, including its financial performance and condition, operations and management;

 

•

the competitive nature of the industry in which Xtend operates;

 

•

the Xtend Board’s fiduciary duties to Xtend’s shareholders;

 

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the Xtend Board’s belief that no alternatives to the mergers were reasonably likely to create greater value for Xtend’s shareholders, after reviewing the various financing and other strategic alternatives that were considered by the Xtend Board;

 

•

the projected financial position, operations, management structure, operating plans, and anticipated cash burn rate of the combined company, including the ability to support the combined company’s current and planned operations, as further discussed in the section entitled “Management Discussion and Analysis of Xtend” beginning on page 154 of this information statement/prospectus;

 

•

the business, history, operations, financial resources, assets and credibility of JFB;

 

•

the terms and conditions of the merger agreement, including the following:

 

•

the determination that the expected relative percentage ownership of JFB’s stockholders and Xtend’s shareholders in the combined company was appropriate, based on the Xtend Board’s judgment and assessment of the approximate valuations of JFB (including the value of the net cash JFB is expected to provide to the combined company) and Xtend;

 

•

the nature and scope of the conditions of the obligation of JFB to consummate the mergers;

 

•

the conclusion of the Xtend Board that the potential termination fees payable by JFB or Xtend to the other party, and the circumstances when such fee may be payable, were reasonable; and

 

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the belief that the other terms of the merger agreement, including the parties’ representations, warranties and covenants, and the conditions to their respective obligations, were reasonable in light of the entire transaction;

 

•

the shares of the combined company’s common stock issued to Xtend shareholders in connection with the mergers will be registered on a Form S-4 registration statement and (subject to any contractual obligations) will become freely tradable for Xtend’s shareholders who are not affiliates of Xtend after the lock-up restrictions in the New PubCo bylaws expire;

 

•

the support agreements, pursuant to which certain directors, officers and shareholders of Xtend and stockholders of JFB, respectively, have agreed, solely in their capacity as shareholders of Xtend and stockholders of JFB, respectively, to vote all of their shares of Xtend ordinary shares and JFB common stock in favor of the adoption or approval, respectively, of the merger agreement;

 

•

the ability to obtain a NYSE listing upon the closing of the mergers; and

 

•

the likelihood that the mergers will be consummated on a timely basis.

The Xtend Board also considered a number of uncertainties and risks in its deliberations concerning the mergers and the transactions contemplated by the merger agreement, including the following:

 

•

the possibility that the mergers might not be completed and the potential adverse effect of the public announcement of the mergers on the reputation of Xtend and the ability of Xtend to obtain financing in the future in the event the mergers are not completed;

 

•

the risk that future sales of common stock by existing JFB stockholders may cause the price of the combined company’s common stock to fall, thus reducing the potential value of the combined company’s common stock received by Xtend shareholders following the mergers;

 

•

the termination fee payable by Xtend to JFB upon the occurrence of certain events, and the potential effect of such termination fee in deterring other potential acquirers from proposing an alternative transaction that may be more advantageous to Xtend shareholders;

 

•

the potential reduction of JFB’s net cash prior to the closing;

 

•

the possibility that the mergers might not be completed in a timely manner or at all;

 

•

the costs involved in connection with completing the mergers, the time and effort of Xtend senior management required to complete the mergers, the related disruptions or potential disruptions to Xtend’s business operations and future prospects, including its relationships with its employees, suppliers and partners and others that do business or may do business in the future with Xtend, and related administrative challenges associated with combining the companies;

 

•

the additional expenses and obligations to which Xtend’s business will be subject following the mergers that Xtend has not previously been subject to, and the operational changes to Xtend’s business, in each case that may result from being a public company;

 

•

the fact that the representations and warranties in the merger agreement do not survive the closing of the mergers and the potential risk of liabilities that may arise post-closing; and

 

•

various other risks associated with the combined company and the mergers, including the risks described in the section entitled “Risk Factors” beginning on page 29 of this information statement/prospectus.

The foregoing information is not intended to be exhaustive, but summarizes the material factors considered by the Xtend Board in its consideration of the merger agreement and the transactions contemplated.

The Xtend Board concluded that the benefits, advantages and opportunities of a potential transaction outweighed the uncertainties and risks described above. After considering these and other factors, the Xtend Board unanimously approved the merger agreement, the mergers and the other transactions contemplated by the merger agreement.

 

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Certain Unaudited Prospective Financial Information

The following information in this section does not give effect to the forward stock split.

The following is a summary of certain unaudited prospective financial information, collectively, the Projections, prepared by the respective managements of Xtend and JFB and provided to the JFB Board and Marshall & Stevens in connection with Marshall & Stevens’ evaluation of the fairness, from a financial point of view, of the consideration to be paid by JFB for Xtend in the mergers. Xtend prepared its projections on October 15, 2025, and JFB prepared its projections on February 5, 2026. The Projections are included in this information statement/prospectus only because (1) the Projections were made available to the JFB Board in connection with its consideration of the mergers; (2) the Projections were made available to Marshall & Stevens, JFB’s valuation advisor, and the JFB Board authorized and directed Marshall & Stevens to use and rely on the Projections for purposes of its financial analyses and fairness opinion; and (3) portions of the Projections were made available to Xtend in connection with the parties’ negotiation of the mergers. The Projections are not included in this information statement/prospectus to influence any JFB stockholder’s decision whether to vote in favor of the mergers or for any other purpose, and such information may not be appropriate for other purposes.

JFB and Xtend do not, as a matter of course, publicly disclose long-term projections as to future performance, revenues, earnings or other results due to, among other reasons, the inherent uncertainty of the underlying assumptions and estimates. The Projections were not prepared with a view toward public disclosure, nor were they prepared with a view toward compliance with GAAP, the published guidelines of the SEC regarding projections, or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. In particular, we note that certain of the estimates and assumptions used to prepare the Projections are not in line with the recent historical operating trends of Xtend or JFB, as further described below.

The Projections are forward-looking statements. Important factors that may affect actual results and cause the Projections not to be achieved include, but are not limited to, the risks and uncertainties described in the sections titled “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 27 and “Risk Factors” beginning on page 29 of this information statement/prospectus. Although the Projections are presented with numerical specificity, they reflect numerous estimates and assumptions made by the respective managements of Xtend and JFB with respect to industry performance, general business, economic, regulatory, market and financial conditions and other future events, as well as matters specific to each company’s business, all of which are difficult or impossible to predict accurately and many of which are beyond each company’s control. The Projections reflect assumptions as to certain business decisions that are subject to change. The Projections cover a number of years and such information by its nature becomes less reliable with each successive year. The Projections were prepared on a stand-alone basis without giving effect to the mergers. The Projections do not take into account any circumstances or events occurring after the date they were prepared, including the mergers themselves. Furthermore, the Projections do not take into account the effect of any failure of the mergers to be completed and should not be viewed as accurate or continuing in that context.

The inclusion of the Projections in this information statement/prospectus should not be regarded as an indication that JFB, Xtend, Marshall & Stevens, the JFB Board, or any other recipient of this information considered, or now considers, the Projections to be a reliable or accurate prediction of actual future results, and the Projections should not be relied upon as such. The inclusion of the Projections herein should not be deemed an admission or representation by JFB or Xtend that either company views the Projections as material information. No representation is made by JFB, Xtend or any other person regarding the ultimate performance of Xtend or JFB compared to the information contained in the Projections. The Projections should be evaluated, if at all, in conjunction with the historical financial statements and other information about Xtend and JFB contained in this information statement/prospectus. JFB does not intend to update or otherwise revise the Projections to reflect circumstances existing after the date when such information was prepared or to reflect the occurrence of future events, even in the event that any or all of the assumptions underlying the Projections are shown to be in error, except to the extent required by applicable law. In light of the foregoing factors and the uncertainties inherent in the Projections, JFB stockholders are cautioned not to place undue, if any, reliance on the Projections.

 

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The Projections have been prepared by, and are solely the responsibility of, the respective managements of Xtend and JFB. Neither Ernst & Young LLP, nor M&K CPAs, PLLC, nor any other independent accountants, has compiled, examined, or performed any procedures with respect to the Projections, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and assume no responsibility for, and disclaim any association with, the Projections. The reports of such independent accounting firms included in this information statement/prospectus relate solely to the previously issued historical financial statements of Xtend and JFB, respectively. They do not extend to the Projections and should not be read to do so.

Certain of the measures included in the Projections, including EBITDA and net free cash flow, are non-GAAP financial measures that are not calculated in accordance with GAAP. These non-GAAP financial measures should not be viewed as a substitute for GAAP financial measures, and may be different from non-GAAP financial measures used by other companies. Furthermore, there are limitations inherent in non-GAAP financial measures because they exclude charges and credits that are required to be included in a GAAP presentation. Accordingly, non-GAAP financial measures should be considered together with, and not as an alternative to, financial measures prepared in accordance with GAAP. The financial measures included in the Projections are not subject to SEC rules regarding disclosures of non-GAAP financial measures, which would otherwise require a reconciliation of a non-GAAP financial measure to the most directly comparable GAAP financial measure. Reconciliations of non-GAAP financial measures to the most directly comparable GAAP measures were not provided to or relied upon by the JFB Board or Marshall & Stevens.

Xtend Management Unaudited Prospective Financial Information

Xtend is a defense-technology company specializing in AI-driven robotic systems designed to enhance safety and operational capability across defense, law enforcement, and private security sectors. Xtend does not, as a matter of course, publicly disclose long-term projections as to future financial performance. However, Xtend’s management prepared financial projections for the fiscal years ending December 31, 2026, December 31, 2027, and December 31, 2028, or the Xtend Projections, based on information available as of the beginning of the fourth quarter of fiscal year 2025. The Xtend Projections were provided to the JFB Board and to Marshall & Stevens for use in connection with the evaluation of the mergers and the preparation and delivery of Marshall & Stevens’ fairness opinion to the JFB Board.

In preparing the Xtend Projections, Xtend’s management relied on Xtend’s existing backlog and awarded contracts for which procurement orders were in progress of approximately $64.9 million for fiscal year 2026 and $8.2 million for fiscal year 2027 (totaling approximately $73.2 million), and a weighted assessment of Xtend’s active sales pipeline of approximately $402.3 million across various stages as inputs to projected revenue. The Xtend Projections assumed gross margin expansion from approximately 18.9% in fiscal year 2025 (which represented management’s estimate of Xtend’s full-year 2025 gross margin at the time the Xtend Projections were prepared, rather than the gross margin of approximately 19.7% subsequently reflected in Xtend’s results of operations for fiscal year 2025) to approximately 36.1% in fiscal year 2028, driven by economies of scale in manufacturing, increased production volumes, a shift toward higher-margin product and software offerings, ongoing product and technology maturation, the acceleration of standalone software sales (including recurring maintenance, support and system upgrade services), enhanced integration of internally developed components and expansion into markets that enable service-based business models, including private security and homeland security (HLS) applications. The Xtend Projections also assumed annual capital expenditures of approximately $500,000 and annual depreciation and amortization of approximately $500,000 across the projection period, with working capital additions increasing from approximately $2.7 million in fiscal year 2026 to approximately $16.7 million in fiscal year 2028 as revenue scales. In addition, as Xtend continues to scale globally, additional operating and investment expenses may be incurred that are not fully reflected in the Xtend Projections. Although Xtend’s management believes the use of Xtend’s AI-enabled drone technology in JFB’s large, complex real estate development projects, including in jobsite security, land surveying, building inspections and jobsite monitoring, as well as leveraging JFB’s commercial construction expertise in Xtend’s ongoing expansion efforts are expected to deliver certain expense and revenue synergies, among others, Xtend’s management was unable to

 

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reasonably estimate the value of such synergies at the time the projections were prepared and therefore did not include any amounts attributable to synergies in the Xtend Projections.

In the view of Xtend’s management, the Xtend Projections were prepared on a reasonable basis and reflect the best estimates and judgments available to Xtend’s management at the time. However, the Xtend Projections reflect a projected compound annual revenue growth rate of approximately 110.5% from fiscal year 2026 to fiscal year 2028, which is substantially above Xtend’s historical compound annual revenue growth rate of approximately 50.9% from fiscal year 2022 to fiscal year 2025 (when revenue grew from approximately $5.2 million to approximately $18.0 million, which represented management’s estimate of full-year 2025 revenue at the time the projections were prepared, rather than actual audited revenues recognized for that period), and are accordingly not in line with Xtend’s recent historical operating trends. Xtend has not achieved profitability on an EBITDA basis during its operating history through the date of the Xtend Projections. This information is not fact and should not be relied upon as being necessarily indicative of future results. There can be no assurance that the Xtend Projections will be realized or that actual results will not be significantly higher or lower than projected.

The following table presents a summary of the Xtend Projections:

 

($ in thousands)		Year 1 (2026E)				Year 2 (2027E)				Year 3 (2028E)				CAGR (‘26–’28E)
Revenue(1)		$	85,640			$	150,484			$	381,811				110.5	%
Gross Profit		$	27,103			$	52,797			$	137,943
Gross Margin %			31.6	%			35.1	%			36.1	%
EBITDA(2)		($	3,822	)		($	1,556	)		$	44,170
EBITDA Margin %			(4.5	%)			(1.0	%)			11.6	%
Net Income (Loss)		($	422	)		$	1,844			$	43,670
Depreciation & Amortization		$	500			$	500			$	500
Capital Expenditures		($	500	)		($	500	)		($	500	)
Additions to Working Capital		($	2,722	)		($	1,420	)		($	16,684	)
Free Cash Flow(3)		($	3,144	)		$	424			$	26,986

(1)	Includes revenue from potential acquisitions of $2.0 million and $2.6 million in 2027 and 2028, respectively.

(2)

EBITDA is a non-GAAP financial measure defined as net income (loss) before interest expense (income), income tax expense (benefit), and depreciation and amortization expense. EBITDA is not a measure of financial performance under GAAP. Accordingly, it should not be considered as a substitute for net income (loss) or other measures prepared in accordance with GAAP.

(3)

Free cash flow is a non-GAAP financial measure calculated as net income (loss), plus depreciation and amortization, less capital expenditures and additions to net working capital. Free cash flow should not be considered as an alternative to operating income, net income or any other measure of financial performance prepared in accordance with GAAP, and may be calculated differently from, and therefore may not be comparable to, similarly titled measures used by other companies.

XTEND DOES NOT INTEND TO UPDATE OR OTHERWISE REVISE THE ABOVE PROJECTIONS TO REFLECT CIRCUMSTANCES EXISTING AFTER THE DATE WHEN MADE OR TO REFLECT THE OCCURRENCE OF FUTURE EVENTS, EVEN IN THE EVENT THAT ANY OR ALL OF THE ASSUMPTIONS UNDERLYING THE PROJECTIONS ARE NO LONGER APPROPRIATE, EXCEPT AS MAY BE REQUIRED BY APPLICABLE LAW.

JFB Management Unaudited Prospective Financial Information

JFB is a commercial and residential real estate construction and development company that operates through its Commercial Construction, Residential Construction, and Real Estate Development segments. JFB does not, as a matter of course, publicly disclose long-term projections as to future financial performance. However, JFB’s management prepared financial projections for the fiscal years ending December 31, 2026, December 31, 2027,

 

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and December 31, 2028, or the JFB Projections, in connection with the evaluation of the mergers. The JFB Projections were provided to the JFB Board and to Marshall & Stevens for use in connection with the evaluation of the mergers and the preparation and delivery of Marshall & Stevens’ fairness opinion to the JFB Board.

In preparing the JFB Projections, JFB’s management projected flat annual revenue of approximately $66.0 million for each of the three projected fiscal years, reflecting management’s expectation of normalized steady-state performance. Cost of sales was projected at approximately $59.9 million per annum, representing a projected gross margin of approximately 9.2%. Operating expenses were projected at approximately $3.0 million per annum, resulting in projected EBITDA of approximately $3.1 million per annum (representing an EBITDA margin of approximately 4.7%). JFB’s management indicated that construction projects typically have a duration of six months or less, making it difficult to project revenue beyond approximately one year, and that future revenue is subject to a high degree of uncertainty due to interest rate fluctuations, government policy changes, and general conditions in the real estate market.

In the view of JFB’s management, the JFB Projections were prepared on a reasonable basis and reflect the best estimates and judgments available to JFB’s management at the time. However, the JFB Projections reflect projected annual revenue of $66.0 million, which is substantially above JFB’s expected fiscal year 2025 revenue of approximately $34.0 million and is not in line with JFB’s recent historical revenue levels. JFB’s historical revenue has fluctuated, growing from approximately $24.2 million in fiscal year 2022 to approximately $32.4 million in fiscal year 2023, declining to approximately $23.0 million in fiscal year 2024, and returning to an expected approximately $34.0 million for fiscal year 2025. The projected gross margin of approximately 9.2% is also below JFB’s historical gross margin of approximately 21.8% in fiscal year 2024 and approximately 19.7% for the twelve months ended September 30, 2025, reflecting management’s expectation of a higher-volume, lower-margin mix of work at the projected scale. JFB’s management has identified the following factors that it believes support the projected revenue increase, each of which is subject to significant uncertainty and execution risk: (i) JFB has begun leveraging its institutional construction relationships to introduce Xtend’s AI-enabled drone systems into the school protection sector, (ii) access to Xtend’s established international government relationships is expected to enable the combined company to pursue government contracts not available to either company on a standalone basis; and (iii) the deployment of Xtend’s autonomous systems across JFB’s existing customer base and the development of integrated construction-technology solutions are expected to generate incremental revenue contributions beginning in fiscal year 2026. This information is not fact and should not be relied upon as being necessarily indicative of future results. There can be no assurance that the JFB Projections will be realized or that actual results will not be significantly higher or lower than projected. See “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 27 and “Risk Factors” beginning on page 29 of this information statement/prospectus.

The following table presents a summary of the JFB Projections:

 

($ in thousands)		Year 1 (2026E)				Year 2 (2027E)				Year 3 (2028E)
Revenue(1)(2)		$	66,000			$	66,000			$	66,000
Cost of Sales		($	59,930	)		($	59,930	)		($	59,930	)
Gross Profit		$	6,070			$	6,070			$	6,070
Gross Margin %			9.2	%			9.2	%			9.2	%
Operating Expenses		($	3,000	)		($	3,000	)		($	3,000	)
EBITDA(2)		$	3,070			$	3,070			$	3,070
EBITDA Margin %			4.7	%			4.7	%			4.7	%

(1)

JFB’s management projected flat annual revenue of $66.0 million across the three-year projection period. This represents an approximately 94% increase relative to JFB’s expected fiscal year 2025 revenue of approximately $34.0 million and is not in line with JFB’s recent historical revenue levels. Actual results may vary materially. See “Cautionary Statement Regarding Forward-Looking Statements” and “Risk Factors.”

(2)	EBITDA is a non-GAAP financial measure defined as net income (loss) before interest expense (income), income tax expense (benefit), and depreciation and amortization expense. EBITDA is not a measure of

 

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financial performance under GAAP. Accordingly, it should not be considered as a substitute for net income (loss) or other measures prepared in accordance with GAAP.

JFB DOES NOT INTEND TO UPDATE OR OTHERWISE REVISE THE ABOVE PROJECTIONS TO REFLECT CIRCUMSTANCES EXISTING AFTER THE DATE WHEN MADE OR TO REFLECT THE OCCURRENCE OF FUTURE EVENTS, EVEN IN THE EVENT THAT ANY OR ALL OF THE ASSUMPTIONS UNDERLYING THE PROJECTIONS ARE NO LONGER APPROPRIATE, EXCEPT AS MAY BE REQUIRED BY APPLICABLE LAW.

Opinion of JFB’s Valuation Advisor

Pursuant to an engagement letter dated February 4, 2026, JFB retained Marshall & Stevens to serve as its valuation advisor in connection with the mergers. In connection with this engagement, the JFB Board requested that Marshall & Stevens evaluate the fairness, from a financial point of view, to JFB of the proposed consideration to be paid by JFB for Xtend pursuant to the terms of the merger agreement. On February 13, 2026, Marshall & Stevens rendered to the JFB Board its written opinion, dated February 13, 2026, based on financial information available as of the valuation date of January 31, 2026, or the Valuation Date, that, as of such date and based upon and subject to the various assumptions made, and the qualifications and limitations upon the review undertaken by Marshall & Stevens in preparing its opinion, the proposed consideration to be paid by JFB for Xtend pursuant to the merger agreement was fair, from a financial point of view, to JFB.

Marshall & Stevens Transaction Advisory Services LLC is a transaction advisory services firm that provides valuation, fairness opinion and financial advisory services in connection with mergers and acquisitions, leveraged buyouts, restructurings and other transactions. Marshall & Stevens is a wholly owned subsidiary of Marshall & Stevens Incorporated, and regularly provides fairness opinions and valuation analyses for corporate and other purposes and has substantial experience in transactions similar to the mergers. The opinion was authorized by Marshall & Stevens’ Fairness Committee.

The JFB Board selected Marshall & Stevens as its valuation advisor in connection with the mergers based on Marshall & Stevens’ qualifications, experience and reputation in providing transaction advisory and fairness opinion services.

The full text of the written opinion, dated February 13, 2026, which sets forth, among other things, the assumptions made and the qualifications and limitations upon the review undertaken by Marshall & Stevens in preparing its opinion, is attached as Annex J to this information statement/prospectus and is incorporated herein by reference. The summary of the opinion set forth in this section is qualified in its entirety by reference to the full text of such opinion. You are urged to read the opinion carefully and in its entirety. The opinion was addressed to, and provided for the information and assistance of, the JFB Board (solely in its capacity as such) in connection with the JFB Board’s consideration of the mergers. The opinion does not constitute a recommendation to the JFB Board or to any JFB stockholder or any other person as to whether or how any holder of shares of JFB common stock should vote or act with respect to the mergers or any other matter. The opinion does not address JFB’s underlying business decision to proceed with the mergers, the relative merits of the mergers as compared to any other business or financial strategies that might be available to JFB, or whether any other transactions are available to JFB or its equity holders.

In arriving at its opinion, Marshall & Stevens reviewed and/or considered, among other things:

 

•

the draft merger agreement between JFB and Xtend, last dated February 13, 2026, describing the terms of the mergers;

 

•

the historical financial statements of Xtend;

 

•

the historical financial statements of JFB;

 

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•

financial projections for Xtend and JFB prepared by their respective managements, as further described in the subsection entitled “—Certain Unaudited Prospective Financial Information” beginning on page 95 of this information statement/prospectus;

 

•

publicly available information relating to the applicable industry and companies that Marshall & Stevens considered relevant for purposes of its analyses;

 

•

the PIPE purchase price of $6.25 per share, which the JFB Board directed Marshall & Stevens to use as the basis for considering the value of JFB common stock in its analysis; and

 

•

such other information as Marshall & Stevens determined to be useful to its analysis.

Due to the uncertainty regarding future acquisitions, Marshall & Stevens excluded the financial impact of future acquisitions in their fairness opinion analysis.

Marshall & Stevens also conducted discussions with members of JFB’s management team, corresponded with Xtend’s management team and their respective advisors regarding the business, operations, financial condition and prospects of each of JFB and Xtend, and performed such other financial studies, analyses and investigations as Marshall & Stevens deemed appropriate for purposes of its opinion.

Marshall & Stevens assumed, without independent verification or any responsibility therefor, the accuracy and completeness of the financial and other information supplied to, discussed with, or reviewed by Marshall & Stevens for purposes of its opinion, and, with JFB’s consent, relied upon such information as being complete and accurate in all material respects. In that regard, Marshall & Stevens was advised by, and assumed, at the direction of the JFB Board, that the Projections were reasonably prepared on bases reflecting the best currently available estimates and judgments of the respective managements of Xtend and JFB as to the matters covered thereby, and Marshall & Stevens relied on the Projections for purposes of its analyses and its opinion. Marshall & Stevens expressed no view or opinion as to the Projections or the assumptions on which the Projections were based. Marshall & Stevens was not requested to make and did not make any physical inspection of any of the assets or properties of JFB or Xtend. Marshall & Stevens did not make an independent evaluation or appraisal of the assets or liabilities (contingent or otherwise) of JFB or Xtend, nor was Marshall & Stevens furnished with any such evaluation or appraisal.

Marshall & Stevens assumed that the merger agreement, in its final executed form, would not differ in any respect material to Marshall & Stevens’ analysis or its opinion from the draft of the merger agreement reviewed by Marshall & Stevens. Marshall & Stevens also assumed that the mergers would be consummated in accordance with the terms set forth in the merger agreement and in compliance with all applicable laws and other relevant documents and requirements, without delay or the waiver, modification or amendment of any term, condition or agreement, the effect of which would be material to Marshall & Stevens’ analysis or its opinion.

The opinion is limited to and addresses only the fairness, from a financial point of view, as of the Valuation Date, to JFB of the proposed consideration to be paid by JFB for Xtend pursuant to the merger agreement. Marshall & Stevens was not asked to, nor did Marshall & Stevens express any view on, and the opinion does not address: (i) any other term or aspect of the merger agreement or the mergers, including the structure or form of the mergers; (ii) the fairness of the mergers or any other term or aspect thereof to, or any consideration to be received in connection therewith by, the holders of any other class of securities, creditors or other constituencies of JFB, Xtend or any other party; (iii) the fairness (financial or otherwise) of the amount, nature or any other aspect of any compensation to be paid or payable to any of the officers, directors or employees of JFB, Xtend or any other party, or class of such persons, in connection with the mergers; (iv) any fees, bonuses or incentive equity plans adopted or to be adopted, or any executive employment agreements entered into or to be entered into, in connection with the mergers; (v) any subsequent equity raises or other dilutive events; or (vi) whether the proposed consideration represents the best consideration available to JFB or its stockholders. Marshall & Stevens expressed no opinion as to any tax or other consequences that may result from the mergers, or any legal, tax,

 

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regulatory or accounting matters. The opinion is necessarily based on financial, economic, market and other conditions and circumstances as in effect on, and the information made available to Marshall & Stevens as of, the Valuation Date, and Marshall & Stevens has no obligation or responsibility to update, revise or reaffirm its opinion based on circumstances, developments or events occurring after such date. Marshall & Stevens acted solely as a valuation advisor to the JFB Board and was not retained as a financial advisor, dealer, broker or fiduciary to the JFB Board, JFB or its stockholders or any other person in connection with the mergers. Marshall & Stevens has not been engaged to serve as a financial advisor or investment banker to JFB or the JFB Board, was not involved in the negotiation or structuring of the mergers or the merger agreement, and has not been involved in the raising of any financing for or with respect to the mergers.

Marshall & Stevens is independent of JFB and Xtend and has no current or prospective economic interests in JFB or Xtend. In the past two years prior to the date of the opinion, Marshall & Stevens has not provided any investment banking or financial advisory services to JFB, Xtend or their respective affiliates other than in connection with this engagement. In the ordinary course of its business, Marshall & Stevens may in the future provide advisory or other services to JFB, Xtend or their respective affiliates and would expect to receive customary compensation for the rendering of such services. JFB has agreed to reimburse certain of Marshall & Stevens’ expenses arising out of Marshall & Stevens’ engagement and to indemnify Marshall & Stevens against certain liabilities that may arise out of the engagement.

Summary of Financial Analyses

The following is a summary of the material financial analyses performed by Marshall & Stevens in arriving at its opinion and reviewed with the JFB Board on February 13, 2026. The summary set forth below does not purport to be a complete description of the analyses or data presented by Marshall & Stevens, nor does the order of the analyses described below represent the relative importance or weight given to those analyses by Marshall & Stevens. The preparation of a fairness opinion is a complex analytical process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, a fairness opinion is not readily susceptible to summary description. Some of the summaries of financial analyses include information presented in tabular format. The tables are not intended to stand alone, and in order to more fully understand the financial analyses, the tables must be read together with the full text of each summary. Considering the data set forth below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of Marshall & Stevens’ analyses.

In arriving at its opinion, Marshall & Stevens did not draw, in isolation, conclusions from or with regard to any factor or analysis that it considered. Rather, Marshall & Stevens made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of its analyses as a whole. Accordingly, Marshall & Stevens’ analyses must be considered as a whole and that selecting portions of such analyses and factors without considering all analyses and factors, could create a misleading or incomplete view of the processes underlying Marshall & Stevens’ analyses and opinion. Any estimates contained in these analyses are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than as set forth below. Marshall & Stevens performed certain analyses reviewed with the JFB Board on the assumptions on which such analyses were based and other factors, including the historical and projected financial results of JFB and Xtend.

 

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Marshall & Stevens’ financial analyses focused on valuing Xtend and comparing that value to the proposed consideration, and separately analyzing the implied value of JFB common stock relative to the $6.25 per share PIPE purchase price used as the basis for the JFB consideration in the mergers. The following table summarizes the implied equity value ranges derived by Marshall & Stevens from its analyses:

 

Methodology		Implied Equity Value Range for Xtend
Discounted Cash Flow Analysis			~$1.38 billion – ~$1.59 billion
Guideline Public Company Analysis (EV/’27E Revenue)			~$1.30 billion – ~$1.59 billion

 

Methodology		Implied Equity Value Per JFB Share
Guideline Public Company Analysis (EV/’26E Revenue)			~$6.19 – ~$12.01

Fees Paid to Marshall & Stevens

JFB has agreed to pay Marshall & Stevens a fee of $80,000 for its services in connection with the mergers pursuant to an engagement agreement. The fee payable to Marshall & Stevens is not contingent upon the consummation of the mergers or the conclusions expressed in its opinion.

Financial Projections

In connection with its analyses, Marshall & Stevens used and relied upon the Projections described in the section entitled “—Certain Unaudited Prospective Financial Information” beginning on page 95 of this information statement/prospectus, which were prepared by the respective managements of Xtend and JFB. At the direction of the JFB Board, Marshall & Stevens assumed that the Projections were reasonably prepared on bases reflecting the best currently available estimates and judgments of Xtend’s and JFB’s respective managements. Marshall & Stevens expressed no view or opinion as to the Projections or the assumptions on which they were based and did not independently verify the Projections. See “—Certain Unaudited Prospective Financial Information” for a description of the Projections and the material assumptions underlying them.

Xtend Discounted Cash Flow Analysis

Marshall & Stevens performed a discounted cash flow analysis to estimate the present value of Xtend as a going concern. A discounted cash flow analysis is a valuation methodology used to derive a valuation of an asset or security by calculating the net present value of estimated future cash flows of the asset or security. Net present value refers to the discounted value of future cash flows available to investors and is obtained by discounting those future cash flows by a risk-adjusted discount rate that reflects systematic and unsystematic risk factors, the opportunity cost of capital, expected returns, and the timing of cash flows.

To perform this analysis, Marshall & Stevens utilized the Xtend Projections, which cover the three-year period from fiscal year 2026 through fiscal year 2028. Free cash flow was calculated as net income (loss), plus depreciation and amortization, less capital expenditures and additions to net working capital for each year of the projection period. Following the discrete forecast period, Marshall & Stevens estimated the residual value of Xtend using the H-Model, which is a dividend discount model variant designed to capture a two-stage growth pattern. The H-Model assumed a high near-term growth rate of 100.0%, a steady-state long-term growth rate of 3.0%, and a high-growth stage of 15 years. The resulting residual value implied cash flow multiples of approximately 65.91x to 71.59x.

Marshall & Stevens derived a weighted average cost of capital, or WACC, range of approximately 26.1% to 29.1% for Xtend, derived using the Capital Asset Pricing Model. The WACC range reflects, among other factors, an unsystematic risk premium of 12.0% to 15.0% applied by Marshall & Stevens to account for Xtend’s historical operating losses, concentration of contracted backlog (including the G2G Solan contract representing approximately $49.0 million of total contracted backlog of approximately $73.2 million), and the financial projection risk inherent in a high-growth, pre-profitability defense-technology company.

 

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The free cash flow over the discrete projection period and the estimated residual value were discounted to present value using the WACC range described above. Based on this analysis, Marshall & Stevens derived an implied equity value range for Xtend of approximately $1.38 billion to approximately $1.59 billion.

Xtend Guideline Public Company Analysis

Marshall & Stevens performed a guideline public company analysis with respect to Xtend to assess how the public markets are valuing companies with operations and businesses that Marshall & Stevens considered to be sufficiently similar in certain respects to those of Xtend for purposes of this analysis. This analysis incorporated comparative measures of risk and growth observed in trading multiples of publicly traded companies in the defense-technology sector, which Marshall & Stevens applied against the Xtend Projections.

Marshall & Stevens reviewed and compared certain financial and operating data of Xtend with the following selected publicly traded defense-technology companies, or the Xtend Selected Companies:

 

Ticker		Company
AVAV		AeroVironment, Inc.
AXON		Axon Enterprise, Inc.
DRO		DroneShield Ltd.
KOPN		Kopin Corporation
KTOS		Kratos Defense & Security Solutions, Inc.
NXSN		NextVision Stabilized Systems Ltd.
ONDS		Ondas Holdings Inc.
PLTR		Palantir Technologies Inc.
RCAT		Red Cat Holdings, Inc.

None of the Xtend Selected Companies is identical or directly comparable to Xtend. Certain of these companies may have financial, business or operating characteristics that are materially different from those of Xtend. However, these companies were selected, among other reasons, because they are publicly traded companies with operations in the defense, security or related technology sectors that, for purposes of Marshall & Stevens’ analysis, may be considered sufficiently similar in certain respects to those of Xtend. The analysis necessarily involves complex considerations and judgments concerning differences in financial and operational characteristics and other factors that could affect the companies differently than they would affect Xtend. Accordingly, an evaluation of the results of this analysis is not entirely mathematical.

Based on its review of the trading multiples of the Xtend Selected Companies and its professional judgment and experience, Marshall & Stevens applied a range of enterprise values to fiscal year 2027 estimated revenue, or the EV/’27E Revenue, multiples of 8.50x to 10.50x to Xtend’s projected fiscal year 2027 revenue of approximately $148.5 million, as set forth in the Xtend Projections. Marshall & Stevens selected the EV/’27E Revenue metric as the primary market approach metric given Xtend’s pre-profitability status through the end of the discrete projection period. Based on this analysis, Marshall & Stevens derived an implied equity value range for Xtend of approximately $1.30 billion to approximately $1.59 billion.

 

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JFB Guideline Public Company Analysis

Marshall & Stevens performed a guideline public company analysis with respect to JFB to derive an implied value of JFB common stock for comparison against the $6.25 per share PIPE purchase price, which the JFB Board directed Marshall & Stevens to use as the basis for the per share value attributed to JFB in the mergers. Marshall & Stevens reviewed and compared certain financial and operating data of JFB with the following selected publicly traded commercial construction, engineering and residential homebuilding companies, or the JFB Selected Companies:

 

Ticker		Company
ACM		AECOM
EME		EMCOR Group, Inc.
FLR		Fluor Corporation
VATE		INNOVATE Corp.
PRIM		Primoris Services Corporation
SHIM		Shimmick Corporation
TPC		Tutor Perini Corporation
DHI		D.R. Horton, Inc.
LEN		Lennar Corporation

None of the JFB Selected Companies is identical or directly comparable to JFB. Certain of these companies may have financial, business or operating characteristics that are materially different from those of JFB. However, these companies were selected, among other reasons, because they are publicly traded companies with construction and real estate development operations that, for purposes of Marshall & Stevens’ analysis, may be considered sufficiently similar in certain respects to those of JFB. The analysis necessarily involves complex considerations and judgments concerning differences in financial and operational characteristics and other factors that could affect the companies differently than they would affect JFB.

Based on its review of the trading multiples of the JFB Selected Companies and its professional judgment and experience, Marshall & Stevens applied a range of enterprise values to fiscal year 2026 estimated revenue, or the EV/’26E Revenue, multiples of 0.88x to 1.80x to JFB’s projected fiscal year 2026 revenue of $66.0 million, as set forth in the JFB Projections. Based on this analysis, Marshall & Stevens derived an implied equity value per share for JFB of approximately $6.19 to approximately $12.01, which Marshall & Stevens compared to the $6.25 per share PIPE purchase price used as the basis for the JFB consideration in the mergers.

Monte Carlo Simulation – Earnout Consideration

In addition to the analyses described above, Marshall & Stevens performed a Monte Carlo simulation to estimate the fair value of the earnout consideration contemplated by the merger agreement. Pursuant to the merger agreement, up to 23,000,000 additional shares of New PubCo common stock may be issued to current holders of Xtend upon achievement of specified revenue thresholds for Xtend for each of fiscal years 2026 and 2027. A Monte Carlo simulation is a probabilistic valuation technique that uses repeated random sampling to model the range of possible outcomes for a variable (in this case, Xtend’s revenue in fiscal years 2026 and 2027) and calculates the probability-weighted expected payoff of a contingent consideration arrangement.

Based on this analysis, Marshall & Stevens derived an estimated fair value for the earnout consideration of approximately $102.4 million. Marshall & Stevens considered the estimated fair value of the earnout in assessing the total value of the proposed consideration.

Aggregate Proposed Consideration

In evaluating the fairness of the proposed consideration, Marshall & Stevens assessed the aggregate value of the consideration to be paid by JFB to Xtend shareholders, comprising (i) the base consideration valued at

 

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approximately $1,428,187,500 (based on the Xtend equity valuation of $1,428,187,500 on a fully diluted basis, net of certain adjustments and reflecting the PIPE purchase price of $6.25 per share) and (ii) the estimated fair value of the earnout consideration of approximately $102,400,000, for an aggregate proposed consideration of approximately $1,530,587,500. Marshall & Stevens compared this aggregate proposed consideration against the implied equity value ranges for Xtend derived from its discounted cash flow analysis (approximately $1.38 billion to approximately $1.59 billion) and its guideline public company analysis (approximately $1.30 billion to approximately $1.59 billion). Marshall & Stevens noted that the aggregate proposed consideration falls within the range of implied equity values derived from each of its analyses.

Regulatory Approvals

Xtend and JFB agreed in the merger agreement to use their reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable law to consummate the mergers as soon as practicable, subject to certain specified limitations in the merger agreement. The mergers are subject to the expiration or termination of the waiting period (or any extension thereof) applicable under the HSR Act, which expired on April 15, 2026. The mergers are also subject to a number of closing conditions, and if these conditions are not satisfied or waived (to the extent permitted by applicable law), the mergers will not be completed. These conditions include, among others: (i) the affirmative vote of holders of a majority of the voting power of the shares of JFB common stock entitled to vote on such matters (which was satisfied on May 19, 2026 upon the delivery of the Written Consent) and the affirmative votes of the Xtend shareholders holding at least a majority of the issued and outstanding share capital of Xtend on an as-converted basis, including the Preferred Majority (as defined in Xtend’s Articles of Association), approving the merger agreement and the mergers; (ii) obtaining other applicable regulatory approvals, including the approvals of the Foreign Direct Investment Regulators (which have been obtained); (iii) the absence of any order or legal requirement that enjoins, restrains or otherwise prevents the consummation of the mergers; (iv) the effectiveness of the registration statement on Form S-4, of which this information statement/prospectus forms a part, and the absence of any stop order or other proceeding that suspends or otherwise threatens such effectiveness; (v) the registration, and the authorization for listing on NYSE, of New PubCo common stock; (vi) delivery by each of Xtend and JFB to the other party duly executed counterparts of the applicable ancillary agreements required to be delivered at the Closing; and (vii) customary conditions regarding the accuracy of the representations and warranties and material compliance by the parties with their respective obligations under the merger agreement. With respect to the Xtend shareholder vote referred to above, the affirmative votes of the shareholders of Xtend holding at least a majority of the issued and outstanding share capital of Xtend on an as-converted basis, including the Preferred Majority (as defined in Xtend’s Articles of Association), must approve the merger agreement and the mergers. Pursuant to the merger agreement amendment, Xtend will seek such approval at the general meeting of the shareholders of Xtend for the purpose of voting upon the approval of the merger agreement and the mergers, and such meeting will be held no later than ten business days following the effectiveness of the registration statement on Form S-4, of which this information statement/prospectus forms a part. The Xtend Supporting Shareholders entered into the Xtend Support Agreements. The Xtend Support Agreements provide, among other things, the obligation of the Xtend Supporting Shareholders to approve the transactions contemplated by the merger agreement, subject to certain terms and conditions.

The mergers are also subject to the receipt of approvals, determinations, grants and confirmations and the satisfaction of any other closing conditions, as may be applicable, with respect to certain other regulatory authorities, including the Foreign Direct Investment Regulators (which have been obtained).

Further JFB Stockholder Approval Not Required

The adoption of the merger agreement and, therefore, the approval of the mergers, required the affirmative vote of holders of a majority of the voting power of the shares of JFB common stock entitled to vote on such matters. On May 19, 2026, Joseph F. Basile III, Basile Family Investments LLC, Mark Albright, and Colin Foreman, who collectively, as of the date thereof, were the record holders of an aggregate of 7,826,164 shares of

 

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JFB Class A common stock, representing approximately 51.05% of the aggregate voting power of the issued and outstanding shares of JFB common stock on such date, delivered the Written Consent, adopting and approving the merger agreement and the mergers. Accordingly, the delivery of the Written Consent was sufficient to adopt the merger agreement and, therefore, approve the mergers, on behalf of JFB stockholders. JFB has not solicited and is not soliciting your adoption of the merger agreement or approval of the mergers.

No further action by any JFB stockholder is required under applicable law, and JFB will not solicit the votes of its stockholders for the adoption or approval of the merger agreement or the mergers. JFB will not call a special meeting of its stockholders for purposes of voting on adoption or approval of the merger agreement or the mergers. This information statement/prospectus and notice of action by written consent is being provided to you for informational purposes only. You are not being asked for a proxy, and you are requested not to send a proxy.

Xtend Shareholder Meeting

Xtend gave due notice of, convened and held a special general meeting of the Xtend shareholders on June 8, 2026, in accordance with the laws of the State of Israel and the Articles of Association of Xtend, for the purpose of voting upon the approval of the merger agreement and the mergers, or the Xtend shareholders meeting. At the Xtend shareholders meeting, shareholders representing the requisite majority of each class of shares of Xtend voted to approve, adopt, and authorize, in all respects, the merger agreement and the mergers. The approval by such Xtend shareholders at the special meeting of shareholders was sufficient to adopt the merger agreement and, therefore, approve the mergers, on behalf of Xtend shareholders. Following approval of the mergers (and after all the other conditions set forth in the merger agreement have been satisfied) by the shareholders of Xtend and Merger Sub I in compliance with all statutory procedures and requirements, and so long as at least 30 days have elapsed after the approval of the mergers by the Xtend shareholders and at least 50 days have passed from the date of the filing of the joint merger proposal with the Israeli Registrar of Companies, the mergers will become effective upon the issuance of a certificate of merger following a request to issue such certificate by Xtend and Merger Sub I, and upon such request, the Israeli Registrar of Companies will be required to register the mergers in the companies register.

In connection with the execution of the merger agreement, the Xtend Supporting Shareholders entered into support agreements with JFB whereby such shareholders agreed to, among other things, vote their Xtend ordinary shares in favor of approving the transactions contemplated by the merger agreement, or the Xtend Support Agreements. Collectively, as of February 13, 2026, these Xtend shareholders held approximately 55.39% of the outstanding Xtend ordinary shares. The Xtend Support Agreements also provide for certain restrictions on the transfer of shares of New PubCo common stock by the Xtend Supporting Shareholders for 180 days after the Closing, subject to certain exceptions set forth in the Xtend Support Agreements. These contractual restrictions are in addition to, and independent of, the lock-up provision contained in the New PubCo bylaws described below, which will apply to the Xtend Supporting Shareholders in their capacity as holders of shares of New PubCo common stock received in respect of Xtend ordinary shares; to the extent the restrictions under the Xtend Support Agreements and the Bylaw Lock-Up (as defined below) differ, the more restrictive provision will control.

Listing of New PubCo Common Stock

JFB and Xtend have agreed to use its reasonable best efforts to cause the shares of New PubCo common stock to be issued in connection with the mergers to be registered pursuant to Section 12(b) of the Exchange Act and approved for listing on NYSE, subject to official notice of issuance, prior to the effective time. Additionally, the effectiveness of the registration statement on Form S-4, of which this information statement/prospectus forms a part, is a closing condition. Upon completion of the mergers, New PubCo common stock is expected to be listed and traded on NYSE under the ticker symbol “XTND.” The parties have mutually agreed to cause the shares of New PubCo common stock to be issued in connection with the mergers to be approved for listing on NYSE.

 

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Delisting and Deregistration of JFB Class A Common Stock

If the mergers are completed, the JFB Class A common stock will be delisted from Nasdaq and JFB will deregister under the Exchange Act and cease to be publicly traded.

Governance of New PubCo

The New PubCo Board will consist of the following five members: Messrs. A. Shapira, Liani, Kash, Miller and Simha.

Following the Closing, New PubCo is expected to be led by Mr. A. Shapira as Chief Executive Officer and Chair of the New PubCo Board; Mr. Horesh as Chief Financial Officer; Mr. Basile as Executive Vice President of Construction Operations; Mr. Liani as Chief Technology Officer; Mr. Ofri as Chief Operating Officer; Mr. M. Shapira as Chief AI Officer; and Mr. Swiel as Chief Legal Counsel. The corporate headquarters and related corporate functions for New PubCo will be located at 5247 Crossroads Park Drive, Tampa, Florida 33610.

Upon completion of the mergers, New PubCo common stock is expected to be listed and traded on NYSE under the ticker symbol “XTND.” The parties have mutually agreed to cause the shares of New PubCo common stock to be issued in connection with the mergers to be approved for listing on NYSE. The fiscal year of New PubCo ends on December 31 of each calendar year.

Material U.S. Federal Income Tax Consequences of the Mergers to JFB Stockholders

In connection with the effectiveness of this information statement/prospectus, Paul Hastings LLP will provide an opinion to the effect that the mergers will be treated for U.S. federal income tax purposes as a contribution governed by Section 351 of the Code. Provided that the mergers are so treated, a U.S. holder (as defined in the section entitled “Material U.S. Federal Income Tax Consequences of the Mergers”) of JFB common stock that receives shares of New PubCo common stock in the mergers will (i) not recognize any gain or loss upon the exchange of shares of JFB common stock for New PubCo common stock in the mergers, (ii) have a tax basis in the New PubCo common stock received equal to the tax basis of the JFB common stock surrendered in exchange therefor; and (iii) have a holding period for shares of New PubCo common stock received that includes its holding period for its shares of JFB common stock surrendered in exchange therefor.

Notwithstanding the opinion of Paul Hastings LLP, it is not a condition to the parties’ obligations to complete the transactions that the mergers, taken together, be treated as a contribution governed by Section 351 of the Code. None of the parties have sought or intend to seek any ruling from the IRS regarding the qualification of the mergers as a contribution governed by Section 351 of the Code.

For further information, please read the section entitled “Material U.S. Federal Income Tax Consequences of the Mergers” on page 209 of this information statement/prospectus.

The U.S. federal income tax consequences described above may not apply to all holders of JFB common stock. JFB stockholders are strongly urged to consult their tax advisors as to the specific tax considerations of the mergers, including the applicability and effect of federal, state, local and non-U.S. income and other tax laws in their particular circumstances.

Accounting Treatment for the Mergers and Related Pro Forma Adjustments

See the section entitled “Unaudited Pro Forma Condensed Combined Financial Information” beginning on page 175 of this information statement/prospectus.

 

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Litigation Relating to the Mergers

As of the date of this information statement/prospectus, there are no pending lawsuits challenging the mergers. However, potential plaintiffs may file lawsuits challenging the mergers. The outcome of any future litigation is uncertain. Such litigation, if not resolved, could prevent or delay consummation of the mergers and result in substantial costs to JFB, including any costs associated with the indemnification of directors and officers. One of the closing conditions is the absence of any order or legal requirement that enjoins, restrains or otherwise prevents the consummation of the mergers. Therefore, if a plaintiff were successful in obtaining an injunction prohibiting the consummation of the mergers on the agreed-upon terms, then such injunction may prevent the mergers from being consummated, or from being consummated within the expected time frame.

Material Contracts with Xtend / JFB

Currently, and since January 1, 2023, and in the future, Xtend, JFB and their respective subsidiaries have been, are and are expected to be, party to commercial arrangements with one another, which are not material, individually or in the aggregate to Xtend, JFB or their respective subsidiaries, other than the merger agreement and the agreements described in the section entitled “Summary of Certain Agreements Related to the Mergers” beginning on page 136 of this information statement/prospectus.

Restrictions on Sales of Shares of New PubCo Common Stock Received in the Mergers

Shares of New PubCo common stock received by JFB stockholders and Xtend shareholders in the mergers will be freely tradable for purposes of the Securities Act and the Exchange Act, except for (i) shares of New PubCo, subject to the lock-up restrictions in the New PubCo bylaws, common stock held by JFB Supporting Stockholders and Xtend Supporting Shareholders and (ii) shares of New PubCo common stock received by any JFB stockholder or Xtend shareholder who becomes an “affiliate” of New PubCo after completion of the mergers (such as JFB directors or executive officers who become directors or executive officers of New PubCo after the mergers). The shares of New PubCo common stock received by Joseph F. Basile III and Basile Family Investments LLC in the mergers will not be registered under the Exchange Act.

The shares of New PubCo common stock held by JFB Supporting Stockholders are subject to certain restrictions pursuant to the JFB Support Agreements regarding the transfer of New PubCo common stock and New PubCo pre-funded warrants issued in connection with the transactions contemplated by the merger agreement or after the Closing by the JFB Supporting Stockholders for a period of 180 days after the Closing, subject to certain exceptions.

The shares of New PubCo common stock are subject to certain restrictions pursuant to the Xtend Support Agreements and the New PubCo bylaws, respectively, regarding the transfer of shares of New PubCo common stock for 270 days after the Closing, subject to certain exceptions. To the extent the restrictions under the Xtend Support Agreements, JFB Support Agreements and the Bylaw Lock-Up (as defined below) differ, the more restrictive provision will control.

 

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SUMMARY OF THE MERGER AGREEMENT

This section describes the material terms of the merger agreement. The descriptions in this section and elsewhere in this information statement/prospectus are qualified in their entirety by reference to the complete text of the merger agreement and the amendment thereto, copies of which are attached as Annexes A-1, A-2 and A-3, respectively, and securities purchase agreement, a copy of which is filed as Exhibit 10.7, and is incorporated by reference into this information statement/prospectus. This summary is not intended to be complete and may not contain all of the information about the merger agreement that is important to you. You are encouraged to carefully read the merger agreement in its entirety. This section is not intended to provide you with any factual information about New PubCo, Xtend, or JFB. Such information can be found elsewhere in this information statement/prospectus and in the public filings that JFB makes with the SEC that are attached as Annexes K, L, M, N, O, P, Q, R, S, T, U, V and W, and are incorporated by reference into this information statement/prospectus.

Explanatory Note Regarding the Merger Agreement

The merger agreement and this summary of terms are included to provide you with information regarding the terms of the merger agreement. Factual disclosures about New PubCo, Xtend, and JFB contained in this information statement/prospectus or in the public reports of JFB filed with the SEC may supplement, update or modify the factual disclosures about Xtend and JFB contained in the merger agreement. The merger agreement contains representations and warranties by Xtend and JFB made solely for the benefit of the parties to the merger agreement. The representations, warranties and covenants made in the merger agreement by Xtend and JFB were qualified and subject to important limitations agreed to by Xtend and JFB in connection with negotiating the terms of the merger agreement. In particular, in your review of the representations and warranties contained in the merger agreement and described in this summary, it is important to bear in mind that the representations and warranties were negotiated with the principal purpose of establishing circumstances in which a party to the merger agreement may have the right not to complete the transactions if the representations and warranties of the other party prove to be untrue due to a change in circumstance or otherwise, and allocating risk between the parties to the merger agreement, rather than establishing matters as facts. The representations and warranties also may be subject to a contractual standard of materiality different from that generally applicable to stockholders and reports and documents filed with the SEC and some were qualified by the matters contained in the confidential disclosure letters that Xtend and JFB each delivered in connection with the merger agreement and certain documents filed with the SEC by JFB. Moreover, information concerning the subject matter of the representations and warranties, which do not purport to be accurate as of the date of this information statement/prospectus, may have changed since the date of the merger agreement. Accordingly, the representations and warranties in the merger agreement should not be relied on by any persons as characterizations of the actual state of facts about Xtend or JFB at the time they were made or otherwise.

Structure of the Mergers

The merger agreement provides that, subject to the terms and conditions of the merger agreement, the parties to the merger agreement will undertake the following transactions, as further described in the transaction structure chart in the section entitled “Summary—Before the Mergers; After the Mergers.”

PIPE Financing

On February 13, 2026, the PIPE investors subscribed to purchase an aggregate of 1,604,000 shares of JFB Class A common stock, at a price equal to $6.25 per share, pursuant to their entry into securities purchase agreements in favor of JFB.

Mergers

On February 13, 2026, JFB, Xtend, New PubCo and Merger Sub II, entered into the merger agreement, pursuant to which (i) Merger Sub I will merge with and into Xtend with Xtend surviving as a direct, wholly-owned

 

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subsidiary of New PubCo and (ii) immediately after the Xtend Merger, Merger Sub II will merge with and into JFB with JFB surviving as a direct, wholly-owned subsidiary of New PubCo. Xtend and JFB will be managed by New PubCo, a new publicly listed company, once the mergers are consummated.

On March 21, 2026, JFB, Xtend, New PubCo and Merger Sub II entered into the merger agreement amendment. The merger agreement amendment amends the merger agreement, the Xtend Support Agreements, and the Form of SAFE 2 to take into account the effect of the Forward Split, which occurred on March 25, 2026, and to correct certain provisions regarding purchase price adjustments. The merger agreement amendment further provides that the general meeting of the shareholders of Xtend for the purpose of voting upon the approval of the merger agreement and the transactions contemplated by the merger agreement will be held in no event later than ten business days following the effectiveness of this registration statement on Form S-4.

On July 16, 2026, JFB, Xtend, New PubCo and Merger Sub II entered into the second merger agreement amendment. The second merger agreement amendment amends the merger agreement, the JFB Support Agreements and Annex C-1 of the merger agreement, to take into account certain modifications to the exercise and conversion of the JFB common stock purchase warrants. Pursuant to the second merger agreement amendment, American Ventures LLC, Series XIV JFB has agreed that to the extent they do not cash exercise their respective JFB common stock purchase warrants upon consummation of the mergers, each such JFB common stock purchase warrant shall be deemed to be cashlessly exercised at a value of $6.3391 per share (provided, that not more than 6,999,928 shares of New PubCo common stock shall be subject to deemed cashless exercise). Any JFB common stock purchase warrant that are neither cash exercised nor so deemed cashless exercised will be canceled for no additional consideration.

The effects of the merger are further described below in the section entitled “Transaction Consideration; Conversion of Equity; Exchange of Certificates.”

Closing

Unless the merger agreement is terminated, as described in the section entitled “—Termination,” the completion of the mergers will occur on the day that is two business days after the satisfaction or waiver of the closing conditions described in the section entitled “—Conditions to the Closing” (other than those conditions that by their nature are to be satisfied by actions to be taken at the Closing, but subject to the satisfaction or waiver thereof at or prior to the Closing), or at such other date and time as agreed to in writing by New PubCo, Xtend and JFB, or the closing date.

Effective Time of the Mergers

Subject to the terms and conditions of the merger agreement, with respect to the Xtend Merger, as soon as practicable after the determination of the date on which the Closing is to take place, Xtend and Merger Sub I will deliver to the Registrar of Companies of the State of Israel, or the companies registrar, a notice of the proposed date of the Closing, in which the parties will request that the companies registrar issue a certificate evidencing the Xtend Merger in accordance with applicable law on the date that the parties shall provide notice to the companies registrar that the Closing has occurred, and the parties will deliver such notice to the companies registrar on the closing date. The Xtend Merger shall become effective upon the issuance by the companies registrar of the certificate of merger relating to the Xtend Merger, or the Xtend Merger effective time.

Subject to the terms and conditions of the merger agreement, with respect to the redomestication, as soon as practicable on the closing date, the parties to the merger agreement will file a certificate of merger relating to the redomestication with the Secretary of State of the State of Nevada. The redomestication will become effective at the time the certificate of merger relating to the redomestication has been duly filed with, and accepted by, the Secretary of State of the State of Nevada, or at such later date or time as may be agreed by the parties to the merger agreement and specified in the certificate of merger relating to the redomestication, or the redomestication effective time and together with the Xtend Merger effective time, the effective times.

 

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Transaction Consideration; Conversion of Equity; Exchange of Certificates

Conversion of JFB Equity

At the redomestication effective time, each share of JFB common stock that is outstanding immediately prior to the effective time, except for certain specified shares of JFB Class A or Class B common stock owned by any direct or indirect subsidiary of JFB or owned or held in the treasury by JFB, or collectively, cancelled JFB shares, will be converted automatically into the right to receive one share of New PubCo common stock (which, including the shares to be converted from Xtend ordinary shares, is referred to herein as the “transaction consideration”).

At the redomestication effective time, each share of JFB common stock issued to the holders of JFB common stock purchase warrants in connection with their cash or cashless exercise of such JFB common stock purchase warrants will be automatically cancelled and converted into the right to receive one share of New PubCo common stock; provided, however, that any shares of JFB common stock issuable in connection with the exercise of the JFB common stock purchase warrants which would cause the holder to beneficially own more than 4.99% of the outstanding shares of New PubCo common stock will instead be cancelled and converted into the right to receive one prefunded warrant, or the New PubCo prefunded warrant, exercisable to purchase one share of New PubCo common stock.

At the redomestication effective time, each share of JFB common stock designated as Series C preferred stock issued to the holders of JFB Series C preferred stock in connection with their conversion will be automatically cancelled and converted into 3.676 shares of JFB Class A common stock, each of which will then convert into the right to receive an equal number of shares of New PubCo common stock; provided, however, that any JFB common stock issuable in connection with the JFB common stock purchase warrants which would cause the holder to beneficially own more than 4.99% of the outstanding shares of New PubCo common stock will instead be cancelled and converted into the right to receive one New PubCo prefunded warrant exercisable to purchase one share of New PubCo common stock.

New PubCo common stock is expected to be listed for trading on NYSE. The parties have mutually agreed to cause the shares of New PubCo common stock to be issued in connection with the mergers to be approved for listing on NYSE.

Conversion of Xtend Ordinary Shares

At the Xtend Merger effective time, each Xtend ordinary share that is outstanding immediately prior to the effective time (excluding cancelled Xtend shares, but including, for the avoidance of doubt, Xtend ordinary shares issuable upon conversion of the outstanding Xtend preferred shares and Xtend ordinary shares issued upon settlement of the simple agreements for future equity entered into between Xtend and certain investors), except for certain specified Xtend ordinary shares owned by any direct or indirect subsidiary of Xtend or owned or held in the treasury by Xtend, or collectively, cancelled Xtend shares, will, based on the illustrative exchange ratio, be converted automatically into the right to receive approximately 1.36 shares of New PubCo common stock, subject to any adjustment amount.

Conversion of Merger Sub I Common Stock

Each ordinary share of Merger Sub I issued and outstanding immediately prior to the redomestication effective time will be automatically converted into and become one validly issued, fully paid and nonassessable ordinary share, no par value, of the surviving entity, and the shares of the surviving entity will be the only shares of the surviving entity that are issued and outstanding immediately after the redomestication effective time. Following the redomestication effective time, each certificate evidencing ownership of shares of Merger Sub I shares will evidence ownership of such shares of the surviving entity.

 

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Conversion of Merger Sub II Common Stock

Each ordinary share of Merger Sub II issued and outstanding immediately prior to the redomestication effective time will be automatically converted into and become one validly issued, fully paid and nonassessable share of common stock, no par value, of the surviving entity, and the shares of the surviving entity into which the shares of Merger Sub II are so converted will be the only shares of the surviving entity that are issued and outstanding immediately after the redomestication effective time. Following the redomestication effective time, each certificate evidencing ownership of shares of the Merger Sub II will evidence ownership of such shares of the surviving entity.

Exchange of Certificates

Promptly after the effective times, New PubCo will designate a bank or trust company to act as the exchange agent, or exchange agent, in connection with the mergers and cause the exchange agent to mail to each holder of record of a valid certificate or certificates which represent any shares of common stock of JFB or shares of Xtend, or a certificate, who is entitled to receive transaction consideration pursuant to the terms of the merger agreement a letter of transmittal and instructions for effecting the surrender of certificate(s) (or an affidavit of loss in lieu of the certificate(s)) in exchange for payment of the transaction consideration, and any certificate(s) (or an affidavit of loss in lieu of the certificate(s)) surrendered will be cancelled. Any holder of shares of common stock of JFB or shares of Xtend in book-entry form, or book-entry shares, will not be required to deliver a certificate(s) (or an affidavit of loss in lieu of the certificate(s)) to receive transaction consideration pursuant to the terms of the merger agreement and will automatically upon the effective times be entitled to receive the applicable transaction consideration represented by such book-entry shares, and the book-entry shares surrendered will be cancelled.

Treatment of JFB Equity Awards

At the redomestication effective time, each JFB option that is outstanding and unexercised immediately prior to the redomestication effective time and each restricted stock unit award that is outstanding immediately prior to the effective time of the redomestication will be converted into an equivalent equity award of New PubCo, on the same terms and conditions as were applicable under the JFB equity award immediately prior to the effective time of the redomestication (including status of vesting and vesting schedule), with respect to a number of shares of New PubCo common stock equal to the number of shares of JFB common stock subject to such JFB equity award immediately prior to the effective time of the redomestication.

Treatment of Xtend Equity Awards

Immediately prior to the Xtend Merger effective time, certain options to purchase shares of Xtend granted under the XTEND 2019 Share Option Plan and the U.S. and Singapore sub-plans that is outstanding and unexercised immediately prior to the Xtend Merger effective time, or the Xtend option, will be fully accelerated, or accelerated Xtend option, and converted into a stock option of New PubCo to purchase a number of shares of New PubCo common stock equal to the number of Xtend shares underlying the Xtend option immediately prior to the Xtend Merger effective time multiplied by the exchange ratio, or exchange ratio, listed in the consideration schedule (and rounded down to the nearest whole Xtend share), in the same tax track and at a per-share exercise price equal to the per-share exercise price applied to such Xtend option immediately prior to the Xtend Merger effective time divided by the exchange ratio (and rounded down to the nearest whole Xtend share).

At the Xtend Merger effective time, each unvested Xtend option that is not an accelerated Xtend option and each vested Xtend option (taking into account any acceleration of vesting as a result of the consummation of the Xtend Merger) will cease to represent a right to acquire Xtend shares and will be assumed by New PubCo and will be converted into a stock option of New PubCo to purchase a number of shares of New PubCo common stock equal to the number of Xtend shares underlying the Xtend option immediately prior to the Xtend Merger

 

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effective time multiplied by the exchange ratio (rounded down to the nearest whole share), in the same tax track and at a per-share exercise price equal to the per-share exercise price applied to such Xtend option immediately prior to the Xtend Merger effective time divided by the exchange ratio (rounded up to the nearest whole cent).

Earnout

Subject to the terms of the merger agreement, following the Closing, New PubCo will issue additional shares of New PubCo common stock to the holders of Xtend shares or Xtend options, or the Closing Xtend equityholders, on a pro rata basis as follows:

 

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if Xtend and its subsidiaries achieve revenues of at least $75,000,000 for the fiscal year ending December 31, 2026, the Closing Xtend equityholders will receive their pro rata share of 10,000,000 shares of New PubCo common stock; and

 

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if Xtend and its subsidiaries achieve revenues of at least $150,000,000 for the fiscal year ending December 31, 2027, the Closing Xtend equityholders will receive their pro rata share of 10,000,000 shares of shares of New PubCo common stock.

Such New PubCo common stock will be issued by New PubCo to the Closing Xtend equityholders as promptly as practicable, but in any event within 30 days after New PubCo’s calculation of the revenues achieved by Xtend and its subsidiaries for the fiscal year ending December 31, 2026 and for the fiscal year ending December 31, 2027, as applicable.

No Appraisal Rights

No dissenters’ or appraisal rights will be available with respect to the mergers pursuant to Section 92A.390 of the NRS or any other applicable laws, as described in the section entitled “No Dissenters’ or Appraisal Rights.”

Certain Adjustments for Recapitalization

The transaction consideration will be adjusted appropriately to reflect the effect of any stock (or share) split, reverse stock (or share) split, stock (or share) dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to the number of shares of JFB common stock, Xtend ordinary shares, or New PubCo common stock outstanding after the date of the merger agreement and prior to the effective times.

On March 10, 2026, JFB announced that its board approved a forward stock split of its issued and outstanding shares of JFB common stock at a ratio of 2-for-1. On March 20, 2026, a Certificate of Change was filed with the Secretary of State of the State of Nevada with an effective date of March 25, 2026, or the Forward Split Effective Date. Subsequently, a Certificate of Correction was filed on March 23, 2026, to change the Forward Split Effective Date to 12:01 a.m. on March 24, 2026 to facilitate the distribution of the JFB common stock on March 25, 2026. JFB common stock began trading on a split-adjusted basis on the Nasdaq Capital Market at market open on March 25, 2026. The number of shares of New PubCo common stock issued to shareholders of Xtend in connection with the mergers will be doubled to reflect the effect of the Forward Split. However, the Forward Split will not impact the overall percentage of economic interests held by such shareholders in New PubCo upon the consummation of the mergers (as discussed in the section “—The Mergers”).

Representations and Warranties

Xtend, New PubCo, Merger Sub I, and Merger Sub II have made representations and warranties in the merger agreement regarding, among other things:

 

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Qualification and organization;

 

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•

Capitalization of Xtend;

 

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Corporate authority;

 

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Governmental consents and no violation;

 

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Financial statements;

 

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No undisclosed liabilities;

 

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Absence of certain changes or events;

 

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Compliance with laws and permits;

 

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Employee benefit plans;

 

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Labor matters;

 

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Tax matters;

 

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Litigation and orders;

 

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Intellectual property;

 

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Privacy and data protection;

 

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Real property and assets;

 

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Material contracts;

 

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Environmental matters;

 

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Customers and vendors;

 

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The accuracy of information supplied for inclusion in this information statement/prospectus;

 

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Related party transactions; and

 

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Finders and brokers.

JFB has made representations and warranties in the merger agreement regarding, among other things:

 

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Qualification and organization;

 

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Capitalization of JFB;

 

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Corporate authority;

 

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Governmental consents and no violation;

 

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SEC reports and financial statements;

 

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Internal controls and procedures;

 

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No undisclosed liabilities;

 

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Absence of certain changes or events;

 

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Compliance with laws and permits;

 

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Employee benefit plans;

 

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Labor matters;

 

•

Tax matters;

 

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Litigation;

 

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Intellectual property;

 

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•

Privacy and data protection;

 

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Real property and assets;

 

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Material contracts;

 

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Environmental matters;

 

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Customers and vendors;

 

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The accuracy of information supplied for inclusion in this information statement/prospectus;

 

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Opinion of Marshall & Stevens;

 

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Takeover statues;

 

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Related party transactions;

 

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Finders and brokers; and

 

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Stock ownership.

Certain of the representations and warranties made by the parties are qualified as to “materiality,” “Xtend Material Adverse Effect” or “JFB Material Adverse Effect.”

For purposes of the merger agreement, “Xtend Material Adverse Effect” means any change, effect, development, circumstance, condition, state of facts, event or occurrence, or collectively, effect, that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on the financial condition, business or operations of Xtend and its subsidiaries, taken as a whole. The definition of “Xtend Material Adverse Effect” excludes the following effects from the determination of whether a “Xtend Material Adverse Effect” exists or has occurred:

 

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Any changes in the State of Israel, the United States or other jurisdiction, regional, global or international economic conditions, including any changes affecting financial, credit, foreign exchange or capital market conditions;

 

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any changes in conditions, practices, guidelines, policies, requirements or standards in any industry or market in which Xtend and its subsidiaries operate;

 

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any changes in political, geopolitical, regulatory or legislative conditions in the State of Israel, the United States or any other country or region of the world;

 

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any changes after the date of the merger agreement in GAAP or the interpretation thereof;

 

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any changes after the date of the merger agreement in applicable law or the interpretation thereof;

 

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any failure by Xtend to meet any internal or published projections, estimates or expectations of Xtend’s revenue, earnings or other financial performance or results of operations for any period, in and of itself, or any failure by Xtend to meet its internal budgets, plans or forecasts of its revenues, earnings or other financial performance or results of operations, in and of itself;

 

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any acts of terrorism or sabotage, war (whether or not declared), the commencement, continuation or escalation of a war, acts of armed hostility, weather conditions, natural disasters, epidemics or pandemics (including the COVID-19 pandemic) or other force majeure events, including any material worsening of such conditions threatened or existing as of the date of the merger agreement;

 

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the execution and delivery of the merger agreement, the identity of JFB or its subsidiary, the pendency or consummation of the merger agreement, the mergers (including the effect thereof on the relationships with current or prospective customers, suppliers, distributors, partners, financing sources, employees or sales representatives), or the public announcement of the merger agreement or the mergers, including any litigation arising out of or relating to the merger agreement or the mergers, in

 

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each case only to the extent resulting from the execution and delivery of the merger agreement, the identity of JFB or its subsidiary, the pendency or consummation of the merger agreement, the mergers, or the public announcement of the merger agreement and the mergers, as applicable; and

 

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any action or failure to take any action which action or failure to act is requested in writing by Xtend or otherwise expressly required by the merger agreement (subject to exceptions listed in the merger agreement).

However, with respect to the exceptions described in the first, second, third, fourth, fifth, and seventh bullet points of the immediately preceding paragraph, if such effect has had a disproportionate adverse effect on Xtend or any of its subsidiaries relative to other companies operating in the industry in which Xtend and its subsidiaries operate, then only the incremental disproportionate adverse effect of such effect will be taken into account for the purpose of determining whether a “Xtend Material Adverse Effect” exists or has occurred.

For purposes of the merger agreement, “JFB Material Adverse Effect” means any effect that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on the financial condition, business or operations of JFB and its subsidiary, taken as a whole. The definition of “JFB Material Adverse Effect” excludes the following effects from the determination of whether a “JFB Material Adverse Effect” exists or has occurred:

 

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Any changes in the State of Israel, the United States or other jurisdiction, regional, global or international economic conditions, including any changes affecting financial, credit, foreign exchange or capital market conditions;

 

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any changes in conditions, practices, guidelines, policies, requirements or standards in any industry or market in which JFB and its subsidiary operates;

 

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any changes in political, geopolitical, regulatory or legislative conditions in the State of Israel, the United States or any other country or region of the world;

 

•

any changes after the date of the merger agreement in GAAP or the interpretation thereof;

 

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any changes after the date of the merger agreement in applicable law or the interpretation thereof;

 

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any failure by JFB to meet any internal or published projections, estimates or expectations of JFB’s revenue, earnings or other financial performance or results of operations for any period, in and of itself, or any failure by JFB to meet its internal budgets, plans or forecasts of its revenues, earnings or other financial performance or results of operations, in and of itself;

 

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any acts of terrorism or sabotage, war (whether or not declared), the commencement, continuation or escalation of a war, acts of armed hostility, weather conditions, natural disasters, epidemics or pandemics (including the COVID-19 pandemic) or other force majeure events, including any material worsening of such conditions threatened or existing as of the date of the merger agreement;

 

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the execution and delivery of the merger agreement, the identity of Xtend or its subsidiaries, the pendency or consummation of the merger agreement, the mergers (including the effect thereof on the relationships with current or prospective customers, suppliers, distributors, partners, financing sources, employees or sales representatives), or the public announcement of the merger agreement or the mergers, including any litigation arising out of or relating to the merger agreement or the mergers, in each case only to the extent resulting from the execution and delivery of the merger agreement, the identity of Xtend or its subsidiaries, the pendency or consummation of the merger agreement, the mergers, or the public announcement of the merger agreement and the mergers, as applicable; and

 

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any action or failure to take any action which action or failure to act is requested in writing by JFB or otherwise expressly required by the merger agreement; and

 

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any changes in JFB’s stock price or the trading volume of JFB’s stock or any change in the ratings or ratings outlook for JFB or any of its subsidiaries.

 

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However, with respect to the exceptions described in the first, second, third, fourth, fifth, and seventh bullet points of the immediately preceding paragraph, if such effect has had a disproportionate adverse effect on JFB or its subsidiary relative to other companies operating in the industry in which JFB and its subsidiary operates, then only the incremental disproportionate adverse effect of such effect will be taken into account for the purpose of determining whether a “JFB Material Adverse Effect” exists or has occurred.

Covenants and Agreements

Conduct of Business by Xtend

Xtend has agreed that, from the date of the transaction agreement until the Xtend Merger effective time or the earlier termination of the merger agreement, except as set forth in confidential disclosure letter delivered to JFB concurrently with the execution of the merger agreement, as specifically permitted or required by the merger agreement, as required by applicable Law, or as consented to in writing by JFB (which consent shall not be unreasonably withheld, conditioned or delayed), Xtend (i) will, and shall cause each of its subsidiaries to, conduct its business in the ordinary course of business in all material respects, and (ii) will not, and will cause each of its subsidiaries not to, directly or indirectly:

 

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amend, modify, waive, rescind, change or otherwise restate Xtend’s or any of its subsidiaries articles of association, certificate of incorporation, bylaws or equivalent organizational documents;

 

•

subject to certain exceptions, authorize, declare, set aside, make or pay any dividends on or make any distribution with respect to its outstanding shares or other equity interests (whether in cash, assets, shares or other securities of Xtend or any of its subsidiaries), or enter into any agreement or arrangement with respect to voting or registration;

 

•

subject to certain exceptions, split, combine, subdivide, reduce or reclassify any of its share capital or other equity interests, or redeem, purchase or otherwise acquire any of its share capital or other equity interests, or issue or authorize the issuance of any of its share capital or other equity interests or any other securities in respect of, in lieu of or in substitution for, its share capital or other equity interests;

 

•

subject to certain exceptions, issue, deliver, grant, sell, pledge, dispose of or encumber, or authorize the issuance, delivery, grant, sale, pledge, disposition or encumbrance of, any shares, voting securities or other equity interest in Xtend or any of its subsidiaries or any securities convertible into or exchangeable or exercisable for any such shares, voting securities or equity interest, or any rights, warrants or options to acquire any such shares, voting securities or equity interest or any “phantom” shares, “phantom” share rights, share appreciation rights or share based performance units or take any action to cause to be exercisable or vested any otherwise unexercisable or unvested Xtend option under any existing Xtend equity plan (except as otherwise provided by the express terms of any Xtend option);

 

•

subject to certain exceptions, acquire (including by merger, consolidation or acquisition of stock or assets or any other means) or authorize or announce an intention to so acquire, or enter into any agreements providing for any acquisitions of, any entity, business or assets that constitute a business or division of any person, or all or substantially all of the assets of any person, or otherwise engage in any mergers, consolidations or business combinations;

 

•

liquidate (completely or partially), dissolve, restructure, recapitalize or effect any other reorganization (including any restructuring, recapitalization or reorganization between or among any of Xtend and/or any Xtend subsidiary), or adopt any plan or resolution providing for any of the foregoing;

 

•

subject to certain exceptions, make any loans, advances or capital contributions to, or investments in, any other person;

 

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subject to certain exceptions, except in the ordinary course of business consistent with past practice, sell, lease, license (other than sales and non-exclusive licenses in the ordinary course of business), assign, abandon, permit to lapse, transfer, exchange, swap or otherwise dispose of, or subject to any lien (other than permitted liens), any of its material properties, rights or assets;

 

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act, or fail to act, in each case in any manner that would reasonably be expected to result in any loss, lapse, abandonment, invalidity or unenforceability of any material Xtend intellectual property other than in the ordinary course of business consistent with past practice;

 

•

assign, transfer, or dispose of any material owned Xtend intellectual property other than in the ordinary course of business consistent with past practice;

 

•

enter into or become bound by, or amend, modify, terminate or waive any material contract related to the acquisition or disposition or granting of any license with respect to material Xtend intellectual property or material intellectual property of any person, or otherwise encumber any material Xtend intellectual property, other than in the ordinary course of business;

 

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subject to certain exceptions, (i) enter into any contract that would, if entered into prior to the date of the merger agreement, be a Xtend material contract, or (ii) (1) modify, amend, extend or voluntarily terminate (other than non-renewals occurring in the ordinary course of business consistent with past practice) any Xtend material contract or (2) waive, release or assign any rights or claims thereunder, or (iii) modify or amend, in any material respect, any employment agreement;

 

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make any capital expenditure or expenditures, enter into agreements or arrangements providing for capital expenditure or expenditures or otherwise commit to do so;

 

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subject to certain exceptions, commence (other than any collection action in the ordinary course of business consistent with past practice), waive, release, assign, compromise or settle any litigation, investigation or proceeding (for the avoidance of doubt, including with respect to matters in which Xtend or any of its subsidiaries is a plaintiff, or in which any of their officers or directors in their capacities as such are parties);

 

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make any material change in financial accounting policies or any of its methods of reporting income, deductions or other material items for financial accounting purposes, except as required by GAAP or applicable law;

 

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subject to certain exceptions, make, change or revoke any material tax election, adopt or change any tax accounting period or material method of tax accounting, materially amend any material tax return, settle or compromise any material liability for taxes or any tax audit, claim or other proceeding relating to a material amount of taxes;

 

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subject to certain exceptions, redeem, repurchase, prepay, defease, incur, assume, endorse, guarantee or otherwise become liable for or modify in any material respects the terms of any indebtedness or any derivative financial instruments or arrangements (including swaps, caps, floors, futures, hedges, forward contracts and option agreements), or issue or sell any debt securities or calls, options, warrants or other rights to acquire any debt securities (directly, contingently or otherwise);

 

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enter into any related party contract or collective bargaining agreement;

 

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subject to the terms of the merger agreement, take or cause to be taken any action that would reasonably be expected to materially delay, impede or prevent the consummation of the mergers on or before the outside date;

 

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enter into a new line of business outside of the existing business of Xtend and its subsidiaries, taken as a whole, where such new line of business would be material to Xtend and its subsidiaries, taken as a whole; or

 

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agree or authorize, in writing or otherwise, to take any of the foregoing actions.

Conduct of Business By JFB

JFB has agreed that, from the date of the transaction agreement until the redomestication effective time or the earlier termination of the merger agreement, except as set forth in confidential disclosure letter delivered to

 

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Xtend concurrently with the execution of the merger agreement, as specifically permitted or required by the merger agreement, as required by applicable law, or as consented to in writing by Xtend (which consent shall not be unreasonably withheld, conditioned or delayed), JFB (i) will, and shall cause its subsidiary to, conduct its business in the ordinary course of business in all material respects, and (ii) will not, and will cause its subsidiary not to, directly or indirectly:

 

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amend, modify, waive, rescind, change or otherwise restate JFB’s or its subsidiary’s articles of association, certificate of incorporation, bylaws or equivalent organizational documents;

 

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subject to certain exceptions, authorize, declare, set aside, make or pay any dividends on or make any distribution with respect to its outstanding shares or other equity interests (whether in cash, assets, shares or other securities of JFB or its subsidiary), or enter into any agreement or arrangement with respect to voting or registration, or file any registration statement with the SEC with respect to any of its share capital or other equity interests or securities;

 

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subject to certain exceptions, split, combine, subdivide, reduce or reclassify any of its share capital or other equity interests, or redeem, purchase or otherwise acquire any of its share capital or other equity interests, or issue or authorize the issuance of any of its share capital or other equity interests or any other securities in respect of, in lieu of or in substitution for, its share capital or other equity interests;

 

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subject to certain exceptions, issue, deliver, grant, sell, pledge, dispose of or encumber, or authorize the issuance, delivery, grant, sale, pledge, disposition or encumbrance of, any shares, voting securities or other equity interest in JFB or its subsidiary or any securities convertible into or exchangeable or exercisable for any such shares, voting securities or equity interest, or any rights, warrants or options to acquire any such shares, voting securities or equity interest or any “phantom” shares, “phantom” share rights, share appreciation rights or share based performance units or take any action to cause to be exercisable or vested any otherwise unexercisable or unvested JFB option or restricted stock unit under any existing JFB equity plan (except as otherwise provided by the express terms of any JFB equity award), including, for the avoidance of doubt, any preferred stock of JFB;

 

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subject to certain exceptions, (i) increase the compensation or benefits payable or to become payable to current JFB service providers of the aggregate cost of such compensation and benefits in effect as of the date of the merger agreement, (ii) grant to its current or former JFB service providers any material increase in severance or termination pay, (iii) pay or award, or commit to pay or award, any bonuses, retention or incentive compensation, other than sales commissions, to any of its current or former JFB service providers, (iv) establish, adopt, enter into, amend or terminate any collective bargaining agreement or JFB benefit plan, (v) take any action to materially amend or waive any performance or vesting criteria or accelerate vesting, exercisability or funding under any JFB benefit plan, (vi) terminate the employment of any employee at the level of vice president or above, (vii) hire any new employees, except for non-officer employees below the vice president level, other than in order to replace such employees who ceased to be employed and recruitment as part of existing expansion or growth plans, or (viii) provide any funding for any rabbi trust or similar arrangement;

 

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subject to certain exceptions, acquire (including by merger, consolidation or acquisition of stock or assets or any other means) or authorize or announce an intention to so acquire, or enter into any agreements providing for any acquisitions of, any entity, business or assets that constitute a business or division of any person, or all or substantially all of the assets of any person, or otherwise engage in any mergers, consolidations or business combinations;

 

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liquidate (completely or partially), dissolve, restructure, recapitalize or effect any other reorganization (including any restructuring, recapitalization or reorganization between or among JFB and/or its subsidiary), or adopt any plan or resolution providing for any of the foregoing;

 

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subject to certain exceptions, make any loans, advances or capital contributions to, or investments in, any other person;

 

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subject to certain exceptions, except in the ordinary course of business consistent with past practice, sell, lease, license (other than sales and non-exclusive licenses in the ordinary course of business), assign, abandon, permit to lapse, transfer, exchange, swap or otherwise dispose of, or subject to any lien (other than permitted liens), any of its material properties, rights or assets;

 

•

act, or fail to act, in each case in any manner that would reasonably be expected to result in any loss, lapse, abandonment, invalidity or unenforceability of any material JFB intellectual property other than in the ordinary course of business consistent with past practice;

 

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assign, transfer, or dispose of any material owned JFB intellectual property other than in the ordinary course of business consistent with past practice;

 

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enter into or become bound by, or amend, modify, terminate or waive any material contract related to the acquisition or disposition or granting of any license with respect to material JFB intellectual property or material intellectual property of any person, or otherwise encumber any material JFB intellectual property, other than in the ordinary course of business;

 

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subject to certain exceptions, (i) enter into any contract that would, if entered into prior to the date of the merger agreement, be a JFB material contract, or (ii) (1) modify, amend, extend or voluntarily terminate (other than non-renewals occurring in the ordinary course of business consistent with past practice) any JFB material contract or (2) waive, release or assign any rights or claims thereunder, or (iii) modify or amend, in any material respect, any employment agreement;

 

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make any capital expenditure or expenditures, enter into agreements or arrangements providing for capital expenditure or expenditures or otherwise commit to do so;

 

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subject to certain exceptions, commence (other than any collection action in the ordinary course of business consistent with past practice), waive, release, assign, compromise or settle any litigation, investigation or proceeding (for the avoidance of doubt, including with respect to matters in which JFB or any its subsidiary is a plaintiff, or in which any of their officers or directors in their capacities as such are parties);

 

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make any material change in financial accounting policies or any of its methods of reporting income, deductions or other material items for financial accounting purposes, except as required by GAAP or applicable law;

 

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subject to certain exceptions, make, change or revoke any material tax election, adopt or change any tax accounting period or material method of tax accounting, materially amend any material tax return, settle or compromise any material liability for taxes or any tax audit, claim or other proceeding relating to a material amount of taxes;

 

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subject to certain exceptions, redeem, repurchase, prepay, defease, incur, assume, endorse, guarantee or otherwise become liable for or modify in any material respects the terms of any indebtedness or any derivative financial instruments or arrangements (including swaps, caps, floors, futures, hedges, forward contracts and option agreements), or issue or sell any debt securities or calls, options, warrants or other rights to acquire any debt securities (directly, contingently or otherwise);

 

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enter into any related party contract or collective bargaining agreement;

 

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adopt or otherwise implement any stockholder rights plan, “poison-pill” or other comparable agreement;

 

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subject to the terms of the merger agreement, take or cause to be taken any action that would reasonably be expected to materially delay, impede or prevent the consummation of the mergers on or before the outside date;

 

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cancel or fail to use commercially reasonable efforts to replace or renew any material insurance policies;

 

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enter into a new line of business outside of the existing business of JFB and its subsidiary, taken as a whole, where such new line of business would be material to JFB and its subsidiary, taken as a whole;

 

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except pursuant to the merger agreement, acquire, own, or have any options or other rights to acquire, any shares of JFB common stock or other equity interests in JFB; or

 

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agree or authorize, in writing or otherwise, to take any of the foregoing actions.

No Solicitation by Xtend

Xtend has agreed that it will not and will cause its controlled affiliates and representatives not to, directly or indirectly, from the date of the merger agreement until the earlier of the Xtend Merger effective time or the date that the merger agreement is terminated:

 

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solicit, initiate or knowingly encourage or facilitate (including by way of providing non-public information) any inquiry, proposal or offer, or the making, submission or announcement of any inquiry, proposal or offer, which constitutes or would reasonably be expected to lead to a Xtend acquisition proposal (as defined below);

 

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participate in any negotiations regarding, or furnish to any person any non-public information relating to, Xtend or any of its subsidiaries in connection with an actual or potential Xtend acquisition proposal;

 

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adopt, approve, endorse or recommend, or propose to adopt, approve, endorse or recommend, any Xtend acquisition proposal;

 

•

withdraw, change, amend, modify or qualify, or propose to withdraw, change, amend, modify or qualify, in a manner adverse to JFB, the Xtend board recommendation (as defined below);

 

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approve, or authorize, or cause Xtend or any of its subsidiaries to enter into, any merger agreement, acquisition agreement, letter of intent, memorandum of understanding, agreement in principal, option agreement, joint venture agreement, partnership agreement or similar agreement or document providing for, any Xtend acquisition proposal (other than an acceptable confidentiality agreement (as further defined in the merger agreement) entered into in accordance with the terms of the merger agreement);

 

•

call or convene a general meeting of the Xtend shareholders to consider a proposal that would reasonably be expected to materially impair, prevent or delay the consummation of the mergers; or

 

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resolve or agree to do any of the foregoing (any act described in the third, fourth, fifth, and/or sixth bullet points, a “Xtend change of recommendation”).

An “Xtend acquisition proposal” means any offer, proposal or indication of interest from a person (other than a proposal or offer by JFB or its subsidiary) at any time relating to any transaction or series of related transactions (other than the mergers) involving: (i) any acquisition or purchase by any person, directly or indirectly, of more than 15% of any class of outstanding voting or equity securities of Xtend (whether by voting power or number of shares), or any tender offer (including a self-tender offer) or exchange offer that, if consummated, would result in any person beneficially owning more than 15% of any class of outstanding voting or equity securities of Xtend (whether by voting power or number of shares); (ii) any merger, consolidation, share exchange, business combination, joint venture, recapitalization, reorganization or other similar transaction involving Xtend and a person pursuant to which the shareholders of Xtend immediately preceding such transaction hold less than 85% of the equity interests in the surviving, resulting or ultimate parent entity of such transaction (whether by voting power or number of shares); or (iii) any sale, lease, exchange, transfer or other disposition to a person of more than 15% of the consolidated assets of Xtend and its subsidiaries (measured by the fair market value thereof).

An “Xtend board recommendation” means the recommendation by the board of directors of Xtend that Xtend shareholders approve and adopt this merger agreement and mergers.

 

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The merger agreement requires Xtend to, and cause its controlled affiliates and its and their respective directors, officers and employees to, and Xtend to instruct its and its controlled affiliates’ respective other representatives to, immediately cease any solicitation, encouragement, discussions or negotiations with any persons (or provision of any non-public information to any persons) with respect to any inquiry, proposal or offer that constitutes, or would reasonably be expected to lead to, an Xtend acquisition proposal. The merger agreement also requires Xtend to promptly (and in any event within 48 hours) notify JFB or Xtend or any of its affiliates or its or their respective representatives’ receipt of any Xtend acquisition proposal, any proposals or inquiries that would reasonably be expected to lead to an Xtend acquisition proposal, or any inquiry or request for nonpublic information relating to the Xtend or any of its subsidiaries by any person who has made or would reasonably be expected to make any Xtend acquisition proposal. Xtend is required to indicate in such notice the identity of the person making the Xtend acquisition proposal, inquiry or request, and the material terms and conditions of any such proposal or offer or the nature of the information requested pursuant to such inquiry or request, including unredacted copies of all written requests, proposals or offers, including proposed agreements received by Xtend or, if such Xtend acquisition proposal is not in writing, a reasonably detailed written description of the material terms and conditions thereof. Xtend is also required to keep JFB reasonably informed on a prompt and timely basis (and in any event within 48 hours) of the status and material terms (including any amendments or proposed amendments to such material terms) of any such Xtend acquisition proposal(s) or inquiries that would reasonably be expected to lead to a Xtend acquisition proposal and keep JFB reasonably informed on a prompt and timely basis (and in any event within 48) hours) as to the nature of any information requested of Xtend with respect thereto and promptly (and in any event within 48 hours) provide to JFB copies of all written materials received or, if such information or communication is not in writing, a reasonably detailed written description of the material contents thereof. Xtend has also agreed to promptly (and in any event within 48 hours) provide to JFB any material nonpublic information concerning Xtend provided to any other person in connection with any Xtend acquisition proposal that was not previously provided to JFB (other than information that applicable laws prohibit from being provided to JFB, in which case, to the extent permissible, Xtend will inform JFB that such information has been made available to such person and that under applicable laws such information is prohibited from being provided to JFB (provided, however, that Xtend will use its commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure of such information not in violation of and solely if permitted under such law)).

No Solicitation by JFB

JFB has agreed that it will not and will cause its controlled affiliates and representatives not to, directly or indirectly, from the date of the merger agreement until the earlier of the redomestication effective time or the date that the merger agreement is terminated:

 

•

solicit, initiate or knowingly encourage or facilitate (including by way of providing non-public information) any inquiry, proposal or offer, or the making, submission or announcement of any inquiry, proposal or offer, which constitutes or would reasonably be expected to lead to a JFB acquisition proposal (as defined below);

 

•

participate in any negotiations regarding, or furnish to any person any non-public information relating to, JFB or its subsidiary in connection with an actual or potential JFB acquisition proposal;

 

•

adopt, approve, endorse or recommend, or propose to adopt, approve, endorse or recommend, any JFB acquisition proposal;

 

•

withdraw, change, amend, modify or qualify, or propose to withdraw, change, amend, modify or qualify, in a manner adverse to Xtend, the JFB board recommendation;

 

•

if a JFB acquisition proposal has been publicly disclosed, fail to publicly recommend against any such JFB acquisition proposal within 10 business days after the public disclosure of such JFB acquisition proposal (or subsequently withdraw, change, amend, modify or qualify, in a manner adverse to Xtend, such rejection of such JFB acquisition proposal) and reaffirm the JFB board recommendation (as defined below) within such 10 business day period;

 

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•

fail to include the JFB board recommendation in this information statement/prospectus;

 

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approve, or authorize, or cause JFB or its subsidiary to enter into, any merger agreement, acquisition agreement, letter of intent, memorandum of understanding, agreement in principal, option agreement, joint venture agreement, partnership agreement or similar agreement or document providing for, any JFB acquisition proposal (other than an acceptable confidentiality agreement entered into pursuant to the terms of the merger agreement), or a JFB acquisition agreement;

 

•

call or convene a general meeting of the stockholders of JFB to consider a proposal that would reasonably be expected to materially impair, prevent or delay the consummation of the mergers; or

 

•

resolve or agree to do any of the foregoing (any act described in the third, fourth, fifth, sixth, seventh, eight, and/or ninth bullet points, or a JFB change of recommendation).

A “JFB acquisition proposal” means any offer, proposal or indication of interest from a person at any time relating to any transaction or series of related transactions (other than the mergers) involving: (i) any acquisition or purchase by any person, directly or indirectly, of more than 15% of any class of outstanding voting or equity securities of JFB (whether by voting power or number of shares), or any tender offer (including a self-tender offer) or exchange offer that, if consummated, would result in any person beneficially owning more than 15% of any class of outstanding voting or equity securities of JFB (whether by voting power or number of shares); (ii) any merger, consolidation, share exchange, business combination, joint venture, recapitalization, reorganization or other similar transaction involving JFB and a person pursuant to which the stockholders of JFB immediately preceding such transaction hold less than 85% of the equity interests in the surviving, resulting or ultimate parent entity of such transaction (whether by voting power or number of shares); or (iii) any sale, lease, exchange, transfer or other disposition to a Person of more than 15% of the consolidated assets of JFB and its subsidiaries (measured by the fair market value thereof).

A “JFB board recommendation” means a recommendation by the board of directors of JFB to the holders of JFB common stock to approve the merger agreement, the JFB Support Agreements, and the mergers.

The merger agreement requires JFB to, and to cause its controlled affiliates and its and their respective directors, officers and employees to, and JFB to instruct its and its controlled affiliates’ respective other representatives to, immediately cease any solicitation, encouragement, discussions or negotiations with any persons (or provision of any non-public information to any persons) with respect to any inquiry, proposal or offer that constitutes, or would reasonably be expected to lead to, a JFB acquisition proposal. JFB has agreed not to enforce, and not waive, terminate or modify without Xtend’s prior written consent, any confidentiality, standstill or similar provision in any confidentiality, standstill or other agreement.

Despite the foregoing, under the merger agreement, if JFB receives, prior to the receipt of the affirmative vote or written consent of the holders of a majority of the outstanding shares of JFB Class A common stock and JFB Class B common stock entitled to vote to adopt the merger agreement approving the merger and the consummation of the mergers, or JFB stockholder approval, an unsolicited, bona fide, written JFB acquisition proposal that did not result from a breach of the merger agreement, which the board of directors of JFB determines in good faith after consultation with JFB’s outside legal counsel and financial advisors (i) constitutes a JFB superior proposal (as defined below) or (ii) would reasonably be expected to result in a JFB superior proposal and, in each case, that the failure to take such action would reasonably be expected to be inconsistent with the directors’ fiduciary duties under applicable Nevada law, then JFB may take the following actions: (x) furnish nonpublic information with respect to JFB and its subsidiaries to the person making such JFB superior proposal, if, and only if, prior to so furnishing such information, JFB receives from such person an executed acceptable confidentiality agreement and JFB also provides Xtend, prior to or substantially concurrently with the time such information is provided or made available to such person, any nonpublic information furnished to such other person that was not previously furnished to Xtend (other than information that applicable laws prohibit from being provided to Xtend, in which case, to the extent permissible, JFB shall inform Xtend that such

 

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information has been made available to such person and that under applicable laws such information is prohibited from being provided to Xtend (provided, however, that JFB will use its commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure of such information not in violation of and solely if permitted under such law)), and (y) engage in discussions or negotiations with such person with respect to such JFB superior proposal.

“JFB superior proposal” means a bona fide, written JFB acquisition proposal (with references in the definition thereof to 15% and 85% being deemed to be replaced with references to 50%) by a third party, which the JFB board of directors determines in good faith after consultation with JFB’s outside legal counsel and other advisors to be more favorable to the stockholders of JFB from a financial point of view than the redomestication, taking into account all relevant factors (including all the terms and conditions of such proposal or offer (including the transaction consideration, conditionality, timing, certainty of financing and/or regulatory approvals and likelihood of consummation) and the merger agreement (and, if applicable, any changes to the terms of the merger agreement proposed by Xtend pursuant to the terms of the merger agreement).

The merger agreement requires JFB to promptly (and in any event within 24 hours) notify Xtend of JFB’s or any of its affiliates or its or their respective representatives’ receipt of any JFB acquisition proposal, any proposals or inquiries that would reasonably be expected to lead to a JFB acquisition proposal, or any inquiry or request for nonpublic information relating to JFB or any JFB subsidiary by any person who has made or would reasonably be expected to make any JFB acquisition proposal. Such notice provided by JFB must indicate the identity of the person making the JFB acquisition proposal, inquiry or request, and the material terms and conditions of any such proposal or offer or the nature of the information requested pursuant to such inquiry or request, including unredacted copies of all written requests, proposals or offers, including proposed agreements received by JFB or, if such JFB acquisition proposal is not in writing, a reasonably detailed written description of the material terms and conditions thereof. JFB is also required to keep Xtend reasonably informed on a prompt and timely basis (and in any event within 24 hours) of the status and material terms (including any amendments or proposed amendments to such material terms) of any such JFB acquisition proposal or proposals or inquiries that would reasonably be expected to lead to a JFB acquisition proposal and keep Xtend reasonably informed on a prompt and timely basis (and in any event within 24 hours) as to the nature of any information requested of JFB with respect thereto and promptly (and in any event within 24 hours) provide to Xtend copies of all written materials received or, if such information or communication is not in writing, a reasonably detailed written description of the material contents thereof.

The merger agreement also requires JFB to promptly (and in any event within 24 hours) provide to Xtend any material nonpublic information concerning JFB provided to any other person in connection with any JFB acquisition proposal that was not previously provided to Xtend (other than information that applicable laws prohibit from being provided to Xtend, in which case, to the extent permissible, JFB will inform Xtend that such information has been made available to such person and that under applicable laws such information is prohibited from being provided to Xtend (provided, however, that JFB will use its commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure of such information not in violation of and solely if permitted under such law)). Without limiting the foregoing, JFB will promptly (and in any event within 24 hours after such determination) inform Xtend in writing if JFB determines to begin providing information or to engage in discussions or negotiations concerning a JFB acquisition proposal pursuant to the terms of the merger agreement. JFB has agreed that it will not, directly or indirectly, enter into any agreement with any person which directly or indirectly prohibits JFB from providing any information to Xtend in accordance with, or otherwise complying with, its obligations under the merger agreement.

Despite the foregoing, under the terms of the merger agreement, any time prior to the JFB stockholder approval being obtained, the JFB board of directors may make a JFB change of recommendation (as defined below) if the JFB board of directors determines in good faith after consultation with JFB’s outside legal counsel and other advisors that such JFB acquisition proposal constitutes a JFB superior proposal, but only if the JFB board of directors has determined in good faith after consultation with JFB’s outside legal counsel and financial

 

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advisors that failure to take such action would reasonably be expected to be inconsistent with the directors’ fiduciary duties under applicable Nevada law; provided that neither JFB nor its subsidiary is permitted to enter into any JFB acquisition agreement unless the merger agreement has been validly terminated in accordance with the terms of the merger agreement. Prior to JFB taking any action permitted under this paragraph, JFB must provide Xtend with 4 business days’ prior written notice advising Xtend that the JFB board of directors intends to effect a JFB change of recommendation and specifying, in reasonable detail, the reasons therefor, and during such 4 business day period, JFB will cause its representatives (including its executive officers) to negotiate in good faith (to the extent Xtend desires to negotiate) any proposal by Xtend to amend the terms and conditions of the merger agreement in a manner that would obviate the need to effect a JFB change of recommendation and at the end of such 4 business day period the JFB board of directors again makes the determination under this paragraph (after in good faith taking into account any amendments proposed by Xtend).

Nothing in the merger agreement prohibits JFB or the JFB board of directors from (i) disclosing to the JFB stockholders a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act, (ii) making any “stop, look and listen” communication to JFB stockholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act, or (iii) making any disclosure to the JFB stockholders required by applicable law or stock exchange rule or listing agreement, which actions, in the case of clauses (i)-(iii), will not constitute or be deemed to constitute a JFB change of recommendation so long as any such disclosure (x) includes an express reaffirmation of the JFB board recommendation, without any amendment, withdrawal, alteration, modification or qualification thereof and (y) does not include any statement that constitutes, and does not otherwise constitute, a JFB change of recommendation.

Stockholder and Board of Directors Approvals

Each of the board of directors of Xtend, JFB, New PubCo, and Merger Sub II has approved the merger agreement and the mergers.

On May 19, 2026, Joseph F. Basile III, Basile Family Investments LLC, Mark Albright, and Colin Foreman, who collectively, as of the date thereof, were the record holders of an aggregate of 7,826,164 shares of JFB Class A common stock, representing approximately 51.05% of the aggregate voting power of the issued and outstanding shares of JFB common stock on such date, delivered the Written Consent, which was sufficient to approve and adopt the merger agreement and the mergers contemplated by the merger agreement on behalf of JFB stockholders.

Xtend gave due notice of, convened and held a special general meeting of the Xtend shareholders on June 8, 2026, in accordance with the laws of the State of Israel and the Articles of Association of Xtend, for the purpose of voting upon the approval of the merger agreement and the mergers, or the Xtend shareholders meeting. At the Xtend shareholders meeting, shareholders representing the requisite majority of each class of shares of Xtend voted to approve, adopt, and authorize, in all respects, the merger agreement and the mergers. The approval by such Xtend shareholders at the special meeting of shareholders was sufficient to adopt the merger agreement and, therefore, approve the mergers, on behalf of Xtend shareholders. Following approval of the mergers (and after all the other conditions set forth in the merger agreement have been satisfied) by the shareholders of Xtend and Merger Sub I in compliance with all statutory procedures and requirements, and so long as at least 30 days have elapsed after the approval of the mergers by the Xtend shareholders and at least 50 days have passed from the date of the filing of the joint merger proposal with the Israeli Registrar of Companies, the mergers will become effective upon the issuance of a certificate of merger following a request to issue such certificate by Xtend and Merger Sub I, and upon such request, the Israeli Registrar of Companies will be required to register the mergers in the companies register.

Governmental and Regulatory Approvals

Each party to the merger agreement has agreed to use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable law to

 

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consummate the mergers, as soon as practicable after the date of the merger agreement, including: (i) preparing and filing or otherwise providing, in consultation with the other party and as promptly as practicable and advisable after the date of the merger agreement, all documentation to effect all necessary applications, notices, petitions, filings and other documents and to obtain as promptly as reasonably practicable all waiting period expirations or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits and authorizations necessary or advisable to be obtained from any third party and/or any governmental entity in order to consummate the mergers, and (ii) taking all steps as may be necessary, subject to the terms of the merger agreement, to obtain all such waiting period expirations or terminations, consents, clearances, waivers, licenses, registrations, permits, authorizations, orders and approvals. Each party to the merger agreement has also agreed to make an appropriate filing of the notification and report forms required by the HSR Act with respect to the mergers within 20 business days after the execution of the merger agreement (unless a later date is mutually agreed in writing between the Parties), and to supply as promptly as reasonably practicable and advisable any additional information and documentary materials that may be requested pursuant to the HSR Act and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as reasonably practicable.

Despite the foregoing, none of JFB, Xtend, Merger Sub I, or any of their respective subsidiaries will be required to, and JFB, Xtend, Merger Sub I may not and may not permit any of their respective subsidiaries to, without the prior written consent of JFB and Xtend, (i) litigate or consent to any administrative or judicial action or proceeding or any decree, judgement, injunction or other order, whether temporary, preliminary or permanent or (ii) become subject to, consent to or offer or agree to, or otherwise take any action with respect to, any requirement, condition, limitation, understanding, agreement or order to (x) sell, license, assign, transfer, divest, hold separate or otherwise dispose of any assets, business or portion of the business of JFB, Xtend, Merger Sub I or any subsidiary of any of the foregoing, (y) conduct, restrict, operate, invest or otherwise change the assets, the business or portion of the business of JFB, Xtend, Merger Sub I or any subsidiary of any of the foregoing in any manner, or (z) impose any restriction, requirement or limitation on the operation of the business or portion of the business of JFB, Xtend, Merger Sub I or any subsidiary of any of the foregoing.

JFB and Xtend have agreed to obtain all waiting period expirations or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits and authorizations for the mergers under regulatory law, (i) cooperate in all respects and consult with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including by allowing the other Party to have a reasonable opportunity to review in advance and comment on drafts of filings and submissions and reasonably considering in good faith comments of the other party, (ii) promptly inform the other party of any communication received by such party from, or given by such Party to, any governmental entity, by promptly providing copies to the other party of any such written communications, and of any communication received or given in connection with any proceeding by a private party, in each case regarding the mergers and (iii) subject to certain requirements, permit the other party to review in advance any communication that it gives to, and consult with each other in advance of any meeting, substantive telephone call or conference with any governmental entity, and to the extent permitted by such governmental entity, give the other party the opportunity to attend and participate in any in-person meetings, substantive telephone calls or conferences with such governmental entity or other person. JFB and Xtend have agreed to consult with and cooperate in good faith to jointly devise and control the strategy for all filings, submissions, and communications in connection with any notification or filings pursuant to applicable regulatory laws, so long as such strategy complies with the terms and conditions of the merger agreement. JFB and Xtend have also agreed that JFB will withdraw and refile its HSR Act notification form if necessary to avoid the issuance of a request for additional information or documentary material pursuant to applicable law.

From the date of the merger agreement until the Closing, no party nor any of such party’s subsidiaries will acquire or agree to acquire, by merging with or into or consolidating with, or by purchasing a substantial portion of the assets of or any equity in, or by any other manner, any assets or person, if the execution and delivery of a definitive agreement relating to, or the consummation of, such acquisition would reasonably be expected to: (i) impose any delay in obtaining, or increase the risk of not obtaining, any waiver, permit, approval, clearance or

 

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consent under the HSR Act or any regulatory law or which is otherwise required to satisfy the applicable closing conditions in the merger agreement, (ii) materially increase the risk of a governmental entity seeking or entering an order, injunction, decree or ruling prohibiting the consummation of the mergers, (iii) materially increase the risk of not being able to remove any such order, injunction, decree or ruling on appeal or otherwise, or (iv) otherwise prevent or delay the consummation of the mergers.

Neither Xtend nor any subsidiary of Xtend is required to take or agree or commit to take any action, or agree or commit to any condition or restriction, necessary to receive the applicable approvals under CFIUS, UK National Security and Investment Act 2021, or the NSIA, and the foreign direct investment laws set forth on the confidential disclosure letter delivered by Xtend to JFB that would (i) require any action by, or would impose any condition or restriction on, Xtend or any of its subsidiaries, (ii) require Xtend or any of its subsidiaries to accept any material mitigation requirement, condition or obligation that is unacceptable to Xtend or such subsidiary in Xtend or such subsidiary’s sole discretion, or (iii) require Xtend or any of its subsidiaries to either, by order, consent decree, hold separate order, trust, agreement, condition of approval or otherwise, sell, divest, dispose or hold separate the assets of Xtend or any of its subsidiaries, or take any action that materially limits Xtend or any of its subsidiaries’ freedom of action, ownership or control, with respect to, or its ability to retain or hold, or have access to, any of the businesses, assets, product lines, properties, services, or contracts, of Xtend or any of its subsidiaries.

The Closing is conditioned upon receiving certain approvals from, and/or making certain filings with the DOJ and certain other foreign regulators. JFB and Xtend cannot give assurance that all of the regulatory approvals described above will be obtained and, if obtained, JFB and Xtend cannot give assurance as to the timing of any approvals, the ability to obtain the approvals on satisfactory terms or the absence of any litigation challenging such approvals.

JFB and Xtend are not aware of any material governmental approvals or actions that are required for completion of the mergers other than those described above.

Directors’ and Officers’ Insurance and Indemnification

For 7 years from and after the effective times, New PubCo has agreed to, and has agreed to cause JFB and Xtend to, indemnify and hold harmless all past and present directors and officers of the JFB, Xtend and their respective subsidiaries, or collectively, the indemnified parties, against any costs or expenses (including advancing attorneys’ fees and expenses prior to the final disposition of any actual or threatened claim, suit, proceeding or investigation to each indemnified party to the fullest extent permitted by applicable law and the articles of association and organizational documents of JFB; provided that such indemnified party agrees in advance to return any such funds to which a court of competent jurisdiction determines in a final, nonappealable judgement that such indemnified party is not ultimately entitled), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any actual or threatened claim, action, investigation, suit or proceeding in respect of acts or omissions occurring or alleged to have occurred at or prior to the effective times (including acts or omissions occurring in connection with the approval of the merger agreement and the consummation of the mergers), whether asserted or claimed prior to, at or after the effective times, in connection with such persons serving as an officer, director, employee or other fiduciary of the JFB, Xtend, or any of their respective subsidiaries or of any other person if such service was at the request or for the benefit of JFB, Xtend, or any of their respective subsidiaries, to the fullest extent permitted by applicable law, the articles of association, the organizational documents of JFB, Xtend, or applicable subsidiary or any indemnification agreements with such persons in existence on the date of the merger agreement and provided to New PubCo prior to the date of the merger agreement.

For 7 years after the effective times, New PubCo will cause to be maintained in effect the provisions in (i) the Articles of Association and organizational documents of JFB and (ii) any indemnification agreement of the JFB, Xtend, or their respective subsidiaries with any indemnified party in existence on the date of the merger

 

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agreement and provided to New PubCo prior to the date of the merger agreement, except to the extent that such agreement provides for an earlier termination, in each case, regarding elimination of liability, indemnification of officers, directors and employees and advancement of expenses that are in existence on the date of the merger agreement, and no such provision will be amended, modified or repealed in any manner that would adversely affect the rights or protections thereunder of any such indemnified party in respect of acts or omissions occurring or alleged to have occurred at or prior to the effective times (including acts or omissions occurring in connection with the approval of the merger agreement and the consummation of the mergers).

At or prior to the effective times, each of JFB and Xtend have agreed, subject to certain limitations, to use its reasonable best efforts to purchase a 7-year prepaid “tail” policy on terms and conditions providing coverage retentions, limits and other material terms substantially equivalent or no less than the policies in effect immediately prior to Closing, of directors’ and officers’ liability insurance then maintained by Xtend and its subsidiaries and JFB and its subsidiary with respect to matters arising at or prior to the effective times.

Tax Matters

The parties to the merger agreement have agreed to (i) use reasonable best efforts to cause the mergers to qualify as a contribution governed by the provisions of Section 351 of the Code, (ii) not take or knowingly fail to take any action which action or inaction would reasonably be expected to prevent or impede such intended tax treatment and (iii) report the mergers as qualifying for such intended tax treatment unless otherwise required by a “determination” within the meaning of the Code.

Each of New PubCo, JFB, Merger Sub I, Merger Sub II, Xtend and the exchange agent (or anyone on its behalf, including an Israeli sub-paying agent appointed by the parties to handle the tax withholding in Israel) shall be entitled to deduct and withhold the required taxes from the transaction consideration payable to any Xtend securityholder.

The merger agreement requires that the transaction consideration payable to Xtend securityholders (except for holders of Xtend options and holders of 102 Shares (as defined in the merger agreement)) be transferred by the exchange agent to be held in trust by the Israeli sub-paying agent for each such securityholder, for a period of 365 days from Closing, during which time the Israeli sub-paying agent shall not withhold any Israeli tax from such transaction consideration until no later than three (3) business days before the end of 365 days from Closing, and such securityholder may obtain a Valid Tax Certificate from the Israel Tax Authority.

For purposes of the merger agreement, “Valid Tax Certificate” means a ruling or any other written instruction regarding tax withholdings issued by the Israel Tax Authority in form and substance reasonably acceptable to the Israeli sub-paying agent that is applicable to the payment or other consideration to be made to an Xtend securityholder, stating that no withholding, or reduced withholding, of any Israeli tax is required with respect to such payment or other consideration or providing any other instructions regarding tax withholding.

The merger agreement requires that, to the extent that the Israeli sub-paying agent is obliged to withhold Israeli taxes, Xtend securityholders shall provide the Israeli sub-paying agent with cash in the amount due with regards to such Israeli taxes within five (5) business days from receipt of a request from the Israeli sub-paying agent to make such payment, and in any event prior to the release of the transaction consideration to such securityholder, or alternatively, such securityholder shall present to the Israeli sub-paying agent a Valid Tax Certificate, or evidence satisfactory to the Israeli sub-paying agent that the full applicable tax amount with respect to such securityholder has been withheld. In the event that such securityholder fails to provide the Israeli sub-paying agent with the full amount in cash necessary to satisfy such Israeli taxes or such Valid Tax Certificate, the Israeli sub-paying agent shall be entitled to sell such person’s shares of New PubCo common stock on the open market in order to remit the required withholding taxes to the Israel Tax Authority.

The merger agreement requires Xtend to file with the Israel Tax Authority an application for a tax ruling(s) confirming a deferral of the Israeli tax liability of any holder of Xtend ordinary shares who is subject to Israeli

 

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tax, if any, to such dates set forth in Section 104H of the Income Tax Ordinance and that the assumption of 102 Options, 3(i) Options (as defined in the merger agreement) for New PubCo stock options and the exchange of 102 Shares for shares of New PubCo common stock shall not constitute a taxable event and tax continuity shall apply to the converted New PubCo stock options. Such ruling(s), if obtained, is deemed a Valid Tax Certificate.

Ongoing Operation of Xtend as Israeli Subsidiary

Following the consummation of the mergers, Xtend will operate as a wholly-owned Israeli subsidiary of New PubCo. Xtend will continue to be subject to Israeli corporate governance requirements applicable to private companies under Israeli law, including the requirement to maintain a board of directors in accordance with the Israeli Companies Law, 5759-1999. Xtend’s board of directors will be responsible for overseeing the management and operations of Xtend in compliance with applicable Israeli legal and regulatory requirements. Any repatriation of funds from Xtend to New PubCo, including the payment of dividends or intercompany payments, will be subject to Israeli withholding tax and other applicable Israeli tax laws. Xtend and New PubCo will be required to comply with applicable transfer pricing laws and regulations, including Section 85A of the Israeli Income Tax Ordinance and Section 482 of the Code, and will maintain contemporaneous documentation substantiating the arm’s length nature of intercompany transactions. Xtend will continue to be subject to ongoing Israeli regulatory compliance obligations, including those relating to defense export controls, privacy, and employment. To the extent Xtend currently benefits from Israeli tax incentives or benefits, such as grants, reduced tax rates, or other programs, the continued availability of such incentives or benefits following the mergers will depend on compliance with the applicable requirements and the approval of the relevant Israeli authorities, and there can be no assurance that such incentives or benefits will continue to be available to Xtend post-merger.

New PubCo Board of Directors and Officers

The parties to the merger agreement have agreed to take all necessary action, including causing the existing directors of New PubCo to resign, such that effective as of the effective times, the board of directors of New PubCo will consist of Messrs. A. Shapira, Liani, Kash, Miller and Simha, until their respective successors have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the articles of association of the New PubCo and NYSE rules. Prior to the effectiveness of the registration statement, Xtend will determine the directors to be appointed to the audit, compensation, and nominating committees of New PubCo.

The parties to the merger agreement have agreed to take all action necessary such that the individuals serving as the Chief Executive Officer, Chief Financial Officer, and any other executive officer of Xtend immediately prior to the effective times will serve in the same respective offices of New PubCo immediately after the effective times.

Other Covenants and Agreements

The merger agreement contains certain other covenants and agreements, including covenants relating to:

 

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confidentiality, access to certain information about the other parties to the transaction agreement, and delivery of certain notices during the period prior to the closing date;

 

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cooperation between JFB and Xtend in the preparation of this information statement/prospectus, including delivery of certain financial statements of Xtend required under the Securities Act to be included in this information statement/prospectus by Xtend to JFB;

 

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delivery of certain notices by Xtend and its subsidiary to the U.S. Department of State Directorate of Defense Trade Controls;

 

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cooperation between JFB and Xtend in connection with public announcements or disclosures;

 

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•

actions by the parties to the merger agreement with respect to any business combination,” “control share acquisition,” “fair price,” “moratorium” or other takeover or anti-takeover statute;

 

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actions by JFB to exempt certain acquisitions in connection with the mergers from Rule 16b-3 promulgated under the Exchange Act;

 

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cooperation between JFB and Xtend in the defense and settlement of any stockholder litigation brought against JFB related to the merger agreement or mergers;

 

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cooperation between the parties to the merger agreement with respect to the resignations of the directors of JFB;

 

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actions by New PubCo to cause the shares of New PubCo common stock to be issued in connection with the merger to be listed on the NYSE, subject to official notice of issuance, prior to the effective times;

 

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actions by Xtend to settle and terminate certain related party contracts prior to or as of the Closing;

 

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actions by Xtend and JFB with respect to enforce the obligations under the Xtend Support Agreements and PubCo stockholder support agreements;

 

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actions by Xtend and Merger Sub I with respect to the Xtend Merger; and

 

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cooperation between Xtend and JFB with respect to preparation and finalization of the consideration schedule.

Conditions to the Closing

The respective obligations of each party to the merger agreement to consummate the mergers are subject to the satisfaction on or prior to the closing date of the following conditions, any of which may be waived in whole or in part by the parties to the merger agreement to the extent permitted by applicable law:

 

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The JFB stockholder approval and the affirmative votes of the Xtend shareholders holding at least a majority of the issued and outstanding share capital of Xtend on an as-converted basis, including the Preferred Majority (as defined in Xtend’s Articles of Association), approving the merger agreement and the mergers, or Xtend shareholder approval, has been obtained.

 

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The shares of New PubCo common stock to be issued in the mergers will have been approved for listing on the NYSE (or any successor inter-dealer quotation system or stock exchange thereto) subject to official notice of issuance.

 

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The registration statement will have become effective under the Securities Act and will not be the subject of any stop order or any proceedings by the SEC seeking a stop order.

 

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The waiting period (or extensions thereof) under the HSR Act relating to the mergers shall have expired or been terminated, or the government consents closing condition

 

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No governmental entity of competent jurisdiction will have (i) enacted, issued or promulgated any law or order that is in effect as of immediately prior to the effective times or (ii) issued or granted any order or injunction (whether temporary, preliminary or permanent) that is in effect as of immediately prior to the effective times, in each case, which has the effect of restraining, enjoining or otherwise prohibiting the consummation of the mergers, or the no legal prohibition closing condition.

 

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An informal pre-ruling decision will have been obtained from the Defense Export Controls Authority, and the parties to the merger agreement will be in compliance with any applicable restrictions.

 

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Any required approval or security clearance from the Israeli Ministry of Defense, or IMOD, under Xtend’s IMOD security agreement(s) in connection with the mergers shall have been obtained and be in full force and effect.

 

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At least 50 days will have elapsed after the filing of the merger proposal with the companies registrar and at least 30 days have elapsed after the Xtend shareholder approval and the approval by the sole shareholder of Merger Sub I.

 

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(i) The receipt of a written ruling, confirmation or instruction of the Israel Tax Authority with respect to holders of Xtend shares related to certain withholding requirements under Israeli tax law and (ii) the 104H Tax Ruling and the 102 Tax Ruling, to the extent required, have been obtained.

 

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At least 60 days shall have passed since the filing by Xtend of the notice to the U.S. Department of State Directorate of Defense Trade Controls regarding the mergers.

 

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Approval from CFIUS of the mergers contemplated by the merger agreement has been received.

The obligations of JFB to consummate the mergers are subject to the satisfaction on or prior to the closing date of the following conditions, any of which may be waived in whole or in part by JFB to the extent permitted by applicable law:

 

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Certain representations and warranties of Xtend, New PubCo, and/or Merger Sub I relating to qualification, organization, capitalization, corporate authority, and finders and brokers) (in each case, without giving effect to any qualification are true and correct in all material respects as of the date of the merger agreement and true and correct in all material respects as of the Closing as though made as of the Closing (except representations and warranties that by their terms speak specifically as of another date, in which case as of such date); (ii) certain representations and warranties of Xtend relating to absence of certain changes) are true and correct in all respects as the date of the merger agreement and are true and correct in all respects as of the Closing as though made as of the Closing; and (iii) the other representations and warranties Xtend set forth in the merger agreement are true and correct in all respects as of the of the merger agreement and are true and correct in all respects as of the Closing as though made as of the Closing (except representations and warranties that by their terms speak specifically as of another date, in which case as of such date), except, with respect to this clause (iii), where any failures of any such representations and warranties to be so true and correct have not had and would not reasonably be expected to have, individually or in the aggregate, an Xtend material adverse effect.

 

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The obligations, covenants and agreements of Xtend and/or New PubCo to be performed on or before the Closing in accordance with the merger agreement have been performed in all material respects.

 

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An Xtend material adverse effect has not occurred on or after the date of the merger agreement that is continuing.

 

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JFB has received a certificate, dated as of the closing date, signed by the chief executive officer or chief financial officer of Xtend certifying that each of the above conditions has been satisfied.

The obligations of Xtend to consummate the mergers are subject to the satisfaction on or prior to the closing date of the following conditions, any of which may be waived in whole or in part by JFB to the extent permitted by applicable law:

 

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(i) Certain representations and warranties of JFB relating to qualification, organization, corporate authority, litigation, opinion of Marshall & Stevens, takeover statues, anti-takeover laws, and finders and brokers are true and correct in all material respects as of the date of the merger agreement and are true and correct in all material respects as of the Closing as though made as of the Closing (except representations and warranties that by their terms speak specifically as of another date, in which case as of such date); (ii) certain representations and warranties of JFB relating to capitalization are true and correct other than for de minimis inaccuracies as of the date of the merger agreement and are true and correct other than for de minimis inaccuracies as of the Closing as though made as of the Closing (except representations and warranties that by their terms speak specifically as of another date, in which case as of such date); (iii) certain representations and warranties of JFB relating to absence of

 

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