JFB Construction Holdings（納斯達克：JFB）於2026年6月25日提交8-K表格，披露一項高管薪酬安排。

false
 0002024306
 
 
 
 
 
 
 
 0002024306
 
 
 2026-06-22
 2026-06-22
 
 
 
 iso4217:USD
 
 
 xbrli:shares
 
 
 
 
 iso4217:USD
 
 
 xbrli:shares
 
 
 
 
 

 

 

 

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)

 

 
 Nevada
  
 001-42538
  
 99-2549040

 
 (State
 or other jurisdiction
  
 (Commission
  
 (IRS
 Employer

 
 of
 incorporation)
  
 File
 Number)
  
 Identification
 No.)

 
 

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):

 

 
 ☒
 Written
 communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 
  
  

 
 ☐
 Soliciting
 material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 
  
  

 
 ☐
 Pre-commencement
 communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 
  
  

 
 ☐
 Pre-commencement
 communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 

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

 

 
 Title
 of each class
  
 Trading
 Symbol
  
 Name
 of each exchange on which registered

 
 Class
 A Common Stock, $0.0001 par value
  
 JFB
  
 The
 Nasdaq Stock Market LLC

 
 

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.

 

 
  
 JFB
 CONSTRUCTION HOLDINGS

 
  
  
  

 
 Date:
 June 25, 2026
 By:
 /s/
 Joseph F. Basile, III

 
  
  
 Joseph
 F. Basile, III

 
  
  
 Chief
 Executive Officer