JFB Construction Holdings-A 2025年度报告

FORM 10-K/A Amendment No. 1 (Mark One)☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended DECEMBER 31, 2025OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-42538 JFB CONSTRUCTION HOLDINGS (Exact name of Registrant as specified in its Charter) Securities registered pursuant to Section 12(b) of the Act: Class A Common Stock,par value $0.0001pershare Securities registered pursuant to Section 12(g) of the Act:None Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES☐NO☒ Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. YES☒NO☐ Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days. YES☒NO☐ Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theRegistrant was required to submit such files). YES☒NO☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reportingcompany,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer Non-accelerated filer Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES☐NO☒ The aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant, computed byreference to the closing price as of June 30,2025 of $6.70 per share, the last business day of the Registrant’s most recently completedfourth quarter, was approximately $12,440,230. The number of shares of Registrant’s Common Stock outstanding as of March 31, 2026 was 14,207,900. EXPLANATORY NOTE This Amendment No. 1 (“Amendment”) on Form 10-K/A amends the annual report on Form 10-K of JFB Construction Holdings (the“Company”) for the period ended December 31, 2025, as filed with the Securities and Exchange Commission on March 31, 2026 (the“Form 10-K”). This Amendment is an exhibit-only filing solely for the purpose of filing Exhibit 97.1. No revisions are being made to the Company’sfinancial statements and this Amendment does not reflect events occurring after the filing of the Form 10-K, or modify or update thosedisclosures that may be affected by subsequent events, and no other changes are being made to any other disclosure contained in theForm 10-K. ExhibitNumberDescription1.1**Form of Underwriting Agreement2.1**Agreement and Plan of Merger, dated as of February 13, 2026, by and among JFB Construction Holdings, Xtend AIRobotics, Inc., XT Merger sub 2, Inc. and Xtend Reality Expansion Ltd.2.2**Amendment No. 1 to Agreement and Plan of Merger, dated as of March 21, 2026, by and among JFB ConstructionHoldings, Xtend AI Robotics, Inc., XT Merger Sub 2, Inc. and Xtend Reality Expansion Ltd.3.1**Amended and Restated Articles of Incorporation of the Company dated September 30, 20243.2**Bylaws of the Company dated September 26, 20243.3**Certificate of Designation of Series C Convertible Preferred Stock.3.4**Certificate of Change for JFB Construction Holdings.3.5**Certificate of Correction for JFB Const