JFB Construction Holdings to Merge with XTEND in All‑Stock Deal

JFB
February 18, 2026

JFB Construction Holdings (Nasdaq: JFB) announced a definitive all‑stock agreement to combine with Tampa‑based defense technology firm XTEND. The transaction will create a new public company, XTEND AI Robotics, listed on Nasdaq under the ticker “XTND.” Under the deal, XTEND shareholders will receive approximately 70 % of the new company’s equity, while JFB shareholders will own about 30 % on a pro‑forma basis, and the combined entity is valued at roughly $1.5 billion based on a concurrent private placement.

The merger is positioned to leverage JFB’s construction and execution capabilities with XTEND’s AI‑driven autonomous systems platform. XTEND’s XOS operating system powers more than 10,000 operational systems worldwide, and the partnership will expand the defense and security market presence of the combined entity across autonomous air, ground, and maritime systems for U.S. and allied governments.

JFB’s financial profile shows a trailing‑12‑month revenue of $21.7 million, negative operating and net margins, but strong liquidity with a current ratio of 4.9 and a debt‑to‑equity ratio of 0.06. The company recently secured an $11 million contract to build eight custom homes in Jupiter, Florida, with construction slated to begin in 2026. JFB also forecast a 119 % revenue increase for Q4 2025 versus Q4 2024 and a 20 %+ growth for the same quarter, while its CFO, Ruben Calderon, purchased shares in December 2025. A private placement on February 13, 2026, sold 802,000 common shares at $12.50 each, raising approximately $10 million in gross proceeds.

XTEND’s funding history includes a $70 million Series B round with a $30 million extension in July 2025, and the company has attracted strategic investors such as Eric Trump, Unusual Machines, American Ventures, LLC, Protego Ventures, Aliya Capital, and Agostinelli Group. The $1.5 billion implied valuation reflects the value of XTEND’s technology and its global deployment footprint.

Investors reacted negatively to the announcement, citing concerns about shareholder dilution, the strategic pivot from construction to defense technology, and the valuation implied by the all‑stock structure. Management remains optimistic about the synergies and the potential to scale production and expand the product portfolio in the U.S. and allied markets.

"The demand for systems that keep operators out of harm's way is surging as the global security environment grows more volatile," said Aviv Shapira, CEO and Co‑Founder of XTEND. "By combining our platform with JFB, we are acquiring the resources we need to scale our manufacturing capabilities in the U.S. and gaining access to the U.S. public markets." "What drew us to XTEND is the strength and scalability of its AI‑driven operating system. XOS is not just a product, but a core autonomy platform that integrates software, hardware, and mission execution in real‑world environments. By pairing XTEND's operating system and advanced AI capabilities with JFB's execution, infrastructure, and buildout expertise, we see a clear opportunity to accelerate U.S. manufacturing, scale production responsibly, and support a next‑generation defense technology platform built in America and ready for the public markets," said Joseph F. Basile III, CEO of JFB Construction.

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