Form 10-K/A JFB Construction Holding For: Dec 31
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
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
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO |
Commission
File Number
(Exact name of Registrant as specified in its Charter)
(State or other jurisdiction of
incorporation or organization) |
(I.R.S. Employer
Identification No.) |
|
||
| (Address of principal executive offices) | (Zip Code) |
Registrant’s
telephone number, including area code:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading
Symbol(s) |
Name of each exchange on which registered | ||
| The
|
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
☐
Indicate
by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.
Indicate
by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
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.
Indicate
by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant
was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |
| ☒ | Smaller reporting company | |||
| 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.
Indicate
by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public 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 the registrant 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-based compensation
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 by reference to
the closing price as of June 30,2025 of $6.70 per share, the last business day of the Registrant’s most recently completed fourth
quarter, was approximately $
The number of shares of Registrant’s Common Stock outstanding as of March 31, 2026 was .
EXPLANATORY NOTE
* Filed herewith.
** Previously Filed
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
| JFB Construction Holdings | |||
| Date: April 21, 2026 | By: | /s/ Joseph F. Basile III | |
| Joseph F. Basile III | |||
| Chief Executive Officer | |||
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated.
| Name | Title | Date | ||
| /s/ Joseph F. Basile III | ||||
| Joseph F. Basile III | Chief Executive Officer and Director | April 21, 2026 | ||
| /s/ Ruben Calderon | Principal Executive Officer | |||
| Ruben Calderon | Chief Financial Officer | April 21, 2026 | ||
| /s/ Nelson Garcia | Principal Financial Officer, Principal Accounting Officer | |||
| Nelson Garcia | Director | April 21, 2026 | ||
| /s/ Stefan Passantino | ||||
| Stefan Passantino | Director | April 21, 2026 | ||
| /s/ Christopher Melton | ||||
| Christopher Melton | Director | April 21, 2026 | ||
| /s/ David Clukey | ||||
| David Clukey | Director | April 21, 2026 | ||
| /s/ Miklos Gulyas | ||||
| Miklos Gulyas | Director | April 21, 2026 | ||
| /s/ Jamie Zambrana Jr. | ||||
| Jamie Zambran, Jr | Director | April 21, 2026 | ||
ATTACHMENTS / EXHIBITS
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