SEC Form 425 filed by JFB Construction Holdings

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 22, 2026

JFB CONSTRUCTION HOLDINGS

(Exact name of registrant as specified in its charter)

1300 S. Dixie Highway, Suite B

Lantana, FL 33462

(Address of principal executive offices) (Zip Code)

561-582-9840

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) Compensatory Arrangements of Certain Officers.

On June 22, 2026, 25,000 shares of common stock, par value $0.0001 per share, of JFB Construction Holdings (the “Company”) were issued to Bill Dyer, the Company’s Chief Operating Officer, as a transaction achievement bonus pursuant to the Company’s 2024 equity incentive plan (the “Plan”). The award was approved and authorized by the board of directors of the Company (the “Board”), acting by unanimous written consent in lieu of a meeting on June 16, 2026, pursuant to which the Board approved the issuance of such shares (the “Bonus Shares”) to Mr. Dyer. The Bonus Shares were granted in connection with the Company’s entry into that certain agreement and plan of merger, dated as of February 13, 2026, by and among XTEND Reality Expansion Ltd., the Company, and the other parties thereto.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.