XTEND and JFB Construction Holdings announced a definitive agreement to combine in an all-stock transaction implying a $1.5 billion valuation, based on the price per share in a concurrent private placement. Upon closing, the combined company is expected to be renamed XTEND AI Robotics and listed on the Nasdaq under the ticker “XTND.”
JFB Construction Holdings, currently listed on Nasdaq under the ticker JFB, is a real estate development and construction company. XTEND is a software-first defense technology company anchored by its AI-driven XTEND Operating System, known as XOS. The merger is supported by strategic investors, including Eric Trump, Unusual Machines (NYSE: UMAC), American Ventures, LLC, Protego Ventures, Aliya Capital, and Agostinelli Group.
The transaction is designed to create a U.S.-based autonomous defense and security systems company that integrates XTEND’s AI-driven robotic operating system with JFB’s operating infrastructure and public market presence. The combined company will be headquartered in Tampa, Florida, where it operates a production facility, positioning it to expand NDAA-compliant, U.S.-made manufacturing capacity.
XTEND develops autonomous systems for defense, public safety, and private security applications. Its products are built on the XOS platform, which enables operators to manage multiple air, ground, and maritime drones remotely, allowing complex missions to be executed while keeping human operators out of harm’s way. The companies said the merger will help scale domestic manufacturing and accelerate product delivery to customers in the United States, NATO allied nations, and Asia.
Under the terms of the agreement, XTEND shareholders and JFB shareholders will receive shares in a new holding company, XTEND AI Robotics. On a fully diluted pro forma basis and excluding shares reserved for equity incentive plans, current XTEND shareholders are expected to own approximately 70% of the combined company, while JFB shareholders are expected to own about 30%.
The boards of directors of both companies unanimously approved the merger. JFB shareholders holding a majority of its outstanding common stock have also approved the transaction by written consent. The companies expect the deal to close in the middle of 2026, subject to customary closing conditions and regulatory approvals.
Support: Stifel is serving as exclusive financial advisor and capital markets advisor to XTEND. Paul Hastings LLP, H-F& Co, Banai Azriel Stern, and Meitar Law Offices are acting as legal counsel to XTEND. Dominari Securities is serving as exclusive placement agent to JFB Construction, while Sichenzia Ross Ference Carmel and Amit Pollak Matlon are acting as legal counsel to JFB.
JFB Construction Holdings has delivered residential and commercial construction and development projects across 36 U.S. states, including multifamily communities, shopping centers, national franchises, estate homes, and more than 2 million square feet of commercial and retail space. XTEND, founded in Tel Aviv and now headquartered in Tampa, has deployed more than 10,000 operational systems globally, focusing on human-guided autonomy across air, ground, and maritime domains.
KEY QUOTES
“The demand for systems that keep operators out of harm’s way is surging as the global security environment grows more volatile, and this represents one of the largest market opportunities in defense technology today. By combining our platform with JFB, we are acquiring the resources we need to scale our manufacturing capabilities in the US and gaining access to the US public markets.”
Aviv Shapira, Chief Executive Officer and Co-Founder of XTEND
“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 US manufacturing, scale production responsibly, and support a next-generation defense technology platform built in America and ready for the public markets.”
Joseph F. Basile III, Chief Executive Officer of JFB Construction Holdings
