JFB and XTEND announced a $1.5 billion business combination to create a Nasdaq-listed, AI-driven autonomous defense robotics company in the U.S.

JFB Construction Holdings (Nasdaq: JFB), a real estate development and construction company, today announced that it has signed a definitive agreement to merge with XTEND, a software-first defense technology company centered on the AI ??XTEND Operating System (XOS)  , in an all-stock transaction. The merger also received strategic investment support from Eric Trump, Unusual Machines (NYSE: UMAC), American Ventures, LLC, Protego Ventures, and Aliya Capital. Upon completion of the merger, the combined company will be renamed XTEND AI Robotics and will be listed on Nasdaq under the ticker symbol XTND.

The merged company, headquartered and with manufacturing facilities in Tampa, Florida, is poised to become a leading U.S. supplier of AI-driven autonomous defense and security solutions. Based on its battle-proven XOS operating system, XTEND provides next-generation autonomous systems for defense, public safety, and private security applications. XTEND's products utilize remote operation capabilities to support various types of air, ground, and maritime unmanned aerial vehicles (UAVs) in performing complex and dynamic missions, achieving immediate operational readiness.

The deal is also expected to support capacity expansion at XTEND's Tampa, Florida manufacturing facility, increase NDAA-compliant U.S. domestic manufacturing capacity, and ultimately accelerate the delivery of XTEND products to customers in the U.S., NATO allies, and Asia.

XTEND CEO and co-founder Aviv Shapira stated:

"As the global security environment becomes increasingly volatile, the demand for systems that can keep operators away from danger is growing rapidly, representing one of the biggest market opportunities in the defense technology field today. By merging our platform with JFB, we will gain access to the resources needed to expand U.S. manufacturing capabilities and enter the U.S. open market."

JFB CEO Joseph F. Basile III stated:

"What attracts us to XTEND is the power and scalability of its AI-driven operating system. XOS is not just a product, but an autonomous core platform that integrates software, hardware, and mission execution in real-world environments. By combining XTEND's operating system with its advanced AI capabilities with JFB's execution capabilities, infrastructure, and construction expertise, we see a clear opportunity to accelerate Made in America, responsibly scale up production, and support the creation of next-generation defense technology platforms for the open market in the United States."

Under the terms of the merger agreement, XTEND shareholders and JFB shareholders will acquire shares in the new holding company, XTEND AI Robotics. Upon completion of the transaction, on a pro forma basis, existing XTEND shareholders will hold approximately 70.0% of the fully diluted shares in XTEND AI Robotics, and JFB shareholders will hold approximately 30.0%. These percentages do not include shares reserved for XTEND AI Robotics' equity incentive plan.

The merger has been unanimously approved by the boards of directors of both companies and has received written consent from JFB shareholders who hold a majority of JFB's issued ordinary shares. The parties expect the transaction to close in mid-2026.

consultant

Stifel served as XTEND's exclusive financial and capital markets advisor.

Paul Hastings LLP, HF & Co, Banai Azriel Stern, and Meitar Law Offices served as legal counsel to XTEND.

Dominari Securities LLC acted as the exclusive placement agent for JFB Construction.

Sichenzia Ross Ference Carmel LLP and Amit Pollak Matlon served as legal counsel for JFB.

Regarding JFB Construction Holdings

JFB Construction Holdings ("JFB") boasts extensive experience in residential and commercial construction and development. The company has built multi-family residential communities, shopping malls, nationwide franchises, exclusive estates and equestrian residences, and over 2 million square feet of commercial and retail space. JFB's hands-on expertise has established its renowned quality and delivery standards.

JFB's reputation is built on the trust of its clients and the value it brings to each project.

JFB is proud that most of its projects come from client referrals and repeat business, and it has provided general contracting and construction management services in 36 states across the United States to date.

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