JFB Construction Holdings Files Amendment No. 1 to Annual Report on Form 10-K/A

JFB Construction Holdings, a Nevada corporation with its principal office at 1300 S. Dixie Highway, Suite B, Lantana, FL 33462, has filed Amendment No. 1 (“Amendment”) to its Annual Report on Form 10-K for the fiscal year ended December 31, 2025. The company is listed on the Nasdaq Capital Market under the trading symbol JFB.

Key Highlights and Details

• Nature of the Amendment:
  • This is an exhibit-only filing that solely adds Exhibit 97.1, the company’s Compensation Recovery Policy.
  • No revisions are being made to the company’s financial statements.
  • The amendment does not reflect events occurring after the original 10-K filing, nor does it modify or update any other disclosures.
• Securities and Share Structure:
  • The company’s Class A Common Stock has a par value of \$0.0001 per share.
  • As of March 31, 2026, 14,207,900 shares were outstanding.
  • No securities are registered under Section 12(g) of the Securities Exchange Act—only under Section 12(b) (Nasdaq: JFB).
• Company Status:
  • The company is a non-accelerated filer, a smaller reporting company, and an emerging growth company.
  • It is not a well-known seasoned issuer and not a shell company.
  • The company has filed all required reports and is current in its SEC filings.
  • No attestation report on internal control over financial reporting from the auditor is required or provided.
• Compensation Recovery Policy (Exhibit 97.1):
  • The new policy is in compliance with Nasdaq listing standards and SEC rules.
  • Key definitions under the policy:
    • “Accounting Restatement” includes any restatement due to material noncompliance, whether “Big R” or “little r,” under securities laws.
    • “Incentive-Based Compensation” includes any compensation based wholly or partly on attaining financial reporting measures (including stock price and total shareholder return).
    • “Executive Officer” is as defined in Rule 10D-1(d) under the Exchange Act.
  • Clawback Provisions:
    • If an accounting restatement is required, the company must recover from current and former executive officers any erroneously awarded incentive-based compensation paid during the three years preceding the restatement date.
    • Recovery is required whether or not the executive was at fault.
    • For stock-price or total shareholder return-based compensation, reasonable estimates will be used for the recovery amount, with documentation maintained for Nasdaq review.
    • The Board or a designated committee will determine the method of recovery, at its sole discretion.
  • Effective Date: The policy is effective as of January 6, 2026 (the effective date of the filed S-1).
• Corporate Governance:
  • All required certifications from principal executive and financial officers (including Sarbanes-Oxley certifications) have been filed as exhibits.
  • A list of key agreements (bylaws, articles of incorporation, underwriting agreements, redemption agreements, etc.) and the independent auditor’s consent are included as exhibits.
• Management:
  • Principal Officers: Ruben Calderon (Chief Executive Officer) and Nelson Garcia (Chief Financial Officer and Principal Accounting Officer).

Potentially Price-Sensitive Information

• Implementation of Compensation Recovery (Clawback) Policy:
  • This policy brings JFB Construction Holdings into compliance with new Nasdaq and SEC rules, which is necessary for continued listing and may increase investor confidence in the company’s governance and financial controls.
  • The policy could impact executive compensation in the event of a restatement, which may affect management incentives, but does not directly impact current financials.
• No Financial Restatement or Correction:
  • Importantly, this amendment does not signal a restatement or error correction in previously issued financials. The filing is administrative, focusing on compliance with new regulatory requirements.
  • There are no new or updated financial results, business operations, or changes in business outlook disclosed in this amendment.

Conclusion

JFB Construction Holdings’ filing of Amendment No. 1 to its Annual Report on Form 10-K/A is an administrative step to comply with updated Nasdaq and SEC requirements regarding executive compensation clawbacks. There are no changes to financial statements or disclosures, and no new events or developments are reported. The company remains in good standing regarding its SEC reporting obligations and governance practices.

Disclaimer

This article is for informational purposes only and does not constitute investment advice. Investors should consult with their financial advisor and review the full filing and related exhibits on the SEC’s website or the company’s investor relations page before making any investment decisions.

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