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Business combination

Mar 4, 2026

Aviv Shapira
Co-Founder and CEO, XTEND

My name is Aviv Shapira, I'm the co-founder and CEO of XTEND AI Robotics. Together with Tal Horesh, our CFO, I'm happy to present to you our company, go deep dive into our mission, our business plans, and go-to-market strategy, and how we became one of the leading robotic companies in the world today for defense and security applications.

Speaker 3

XTEND is the world leader in battle-proven AI robotics, trusted by the U.S. Department of Defense and the IDF. At its core stands XOS, the XTEND Operating System, merging AI autonomy with human intent to turn mission goals into coordinated robotic action. Over 10,000 systems have been deployed across air, land, and sea in upwards of 32 countries. It began in 2019, when hostile drones and kites threatened Israel's border. XTEND's founders, Emmy-winning innovators Aviv and Matteo Shapira, whose volumetric video was acquired by Intel, together with drone pioneer Rubi Liani, created the world's first drone defense wall. We set out to remove risk from the front line. We created Mark and Fly. Tap the target. The system plans and executes, turning any soldier into a one-man task force.

With level three autonomy, our drones plan and perform multi-mission swarm operations from close-quarters combat to open-field engagements, eliminating the need for pilot training. With level four autonomy, they execute distributed missions, share intelligence, and operate even without GPS or communications, building battle-resilient AI orchestration through years of real-world combat. When war erupted, XTEND systems led the front, scanning buildings, flying tunnels, intercepting threats, and saving lives. Now, scaling through our global XFAB network with U.S. production in Tampa and sites in Israel, Europe, and Singapore. XTEND is moving beyond defense into private security, protecting critical assets with battle-proven robotics. XTEND, battle-proven AI robotics. Join us to make the world safer and shape the future of security.

Tal Horesh
Chief Financial Officer, XTEND

Thank you, Aviv. With that out of the way, we wanted to take the time to dig a little deeper and formally present the materials that went on file with the SEC in conjunction with the business combination between XTEND and JFB Construction. Today's presentation is a good opportunity to walk you through the strategic rationale, the opportunity, technology, and the transaction terms in greater detail. Let's start with the merger announcement. On February 17, 2026, XTEND and JFB Construction Holdings announced both parties entered into a definitive agreement to combine in all stock transaction with an implied transaction value of $1.5 billion, based on the effective price paid per share in the concurrent private placements.

In connection with the closing of this transaction, the combined company is expected to named XTEND AI Robotics and trade on a U.S. national security exchange selected by the parties under the ticker symbol XTND. We expect the transaction will close in the middle of this year. The strategic logic behind this combination is compelling. We are pairing XTEND's AI-driven operating system and advanced robotic autonomy capabilities with JFB's established U.S. operating infrastructure and build-out expertise. We believe this combination will create a clear path for accelerating our American manufacturing capabilities, scaling our production, and bringing a next-generation autonomous robotic technology platform to the public markets. This transaction is backed by a strong group of strategic investors, including Eric Trump, Unusual Machines, which trades on NYSE under the ticker UMAC, American Ventures LLC, Protego Ventures, Alaya Capital, and Agnos Tiligouk.

This includes a $152 million investment commitment with $42 million agreed to fund at signing. I'd now like to turn the call over to Aviv Shapira, CEO and co-founder of XTEND, who will walk you through the company, its technology, the market opportunity, and the strategic vision for XTEND AI Robotics going forward. Aviv?

Aviv Shapira
Co-Founder and CEO, XTEND

Thank you. A bit of personal background on myself. I'm an aerospace engineer by training with a master in rocket propulsion. I spent years of my career at defense industry companies like Rafael, Elbit, and Thales before spending the last 15 years of my career building startups. XTEND is deeply personal to me and to the entire team that works for us because since 2019, we had the power and the privilege of saving lives. XTEND was built on two complementary technological foundations. The first is Replay, an AI company I founded that reconstructed live events in true three-D space. The platform enabled viewers to experience sports from any angle and perspective, including immersive player-level viewpoint. The technology and I received two Emmy awards for the best technological achievement in television.

At Super Bowl LI, we delivered a broadcasting event from the eyes and perspective of Tom Brady, a revolution in sport broadcasting. The company was eventually acquired by Intel for approximately $200 million. I would say more importantly, the core founders and senior engineers teams from that business transitioned together with us from Replay to Intel and from Intel to XTEND. The institutional knowledge and technical DNA from that team remains with us today. The second foundation comes from our team's experience in competitive drone racing. One of the most technological demanding forms of human machine control. Piloting high-speed race drones requires an elite reflexes, spatial awareness, and coordination. For most people, even months of intensive practice would not be enough to even become a basic drone racer pilot. Six years ago, we developed a proprietary operating system that compressed the learning curve from months into minutes.

Users can now instantly pilot high-speed race drones after less than two minutes of training. That breakthrough fundamentally changed how drones are being controlled. Today, the convergence of these two technological foundations, AI, VR technology, together with intuitive human machine control, is the backbone of XTEND. Our mission in XTEND is to make the world safer by rapidly integrating advanced artificial intelligent robotic platforms into high-risk operational environments. We believe in speed and agility that are necessary to address the most complex missions and dynamic operational challenges facing our customers. We are building our proprietary XTEND Operating System, which we call XOS, to serve as the open architecture backbone for the next generation of autonomous solutions. Purpose-built for complex environments, XOS is designed to transform unmanned systems from remotely piloted tools into intelligence collaborative systems through human machine teaming or HMT.

Our robotic platforms enable a single operator to supervise and direct multiple unmanned assets across multiple domains, providing autonomy at the edge. I want to walk investors through our robotic autonomy roadmap because it's critical to understand where we are and where we are going. There are five levels of autonomy today. Level one is what we call manual control. This is where most of the market operates today with traditional sticks-based manual piloting. Level two is what we call human-guided autonomy. The operator gives the unmanned drone a what command, rather than telling it how to fly via manual sticks. We pioneered this approach, and our systems are battle-proven at this level ever since. Level two is also what reduced training time by 95% from months into minutes. Level three is what we call task autonomy.

Instead of telling the robot what to do step by step, you simply give it a task, such as, "Go through the window," the AI executes the rest. Our systems are battle-proven at Level three as well. The revolution here is that pilots can now be anywhere in the world and not endangering themselves in the field. Level four is what we call mission autonomy. The operator assigns a full mission profile, and the drone executes it autonomously. We are currently developing Level four capabilities, and we believe this is the future of robotics, as we can assign hundreds of missions to thousands of drones and robots to execute. Level five is full autonomy. The unmanned robot executes its all defined missions and generates reports independently without human involvement. This is the long-term frontier for XTEND and for the entire industry.

Over the past 24 months, we have significantly reduced average operating training time, proven our system can allow a single operator to effectively deploy multiple unmanned drones simultaneously in the field, and expanded the reach of our robotic platforms into multi-domain operations. Our technology is not theoretical. It has been successfully deployed since the earliest days of the company throughout the recent conflicts in both Israel and Ukraine. The events of October 7th fundamentally accelerated our development. We've learned more in one week, more than the previous four years combined. Our drones operated inside buildings, in underground tunnels, and in GPS and communication denied environments. We have deployed fiber controlled drones and AI pilots to operate in contested environments that no human operator could safely enter. Our systems replace soldiers in high-risk missions, including building bridges, tunnel mapping, and autonomous strike capabilities in complex urban terrain.

Our customer deploy multiple admin robots and drones, AI pilots, and counter solutions, including our Honey Badger drone interception system, which is capable of both multi-mission and NAT-based interception against incoming drone swarms. Our robotic platforms empower operators to effectively configure and scale their capabilities to meet mission requirements. Unlike our competitors, whose products are based on rigid proprietary offerings, our robotic platforms are designed to be effectively reconfigured to match the mission. Today, we offer 10 flagship robotic tools powered by XOS, organized into three mission-oriented capabilities: reconnaissance, strike, and shield. Each product addresses a distinct operational need on a common XOS foundation. Recon delivers tactical ISR in the hardest environments to access: indoor, underground, and GPS-denied settings. Strike executes the surgical breaching and precision loitering munition missions using modular payloads. Shield detects, identifies, and intercepts hostile small drones at variable speeds.

Our robotic platforms' payload sensors and modules can be reconfigured to match the mission at hand, as XOS advances, it can observe new capabilities and be effectively redeployed. We have deployed over 10,000 systems across more than 30 countries. We work with leading defense organizations, including the U.S. Department of War, the Israel Defense Forces, and the Singapore Army, and other strategic partners. We are addressing an approximately $67 billion addressable market, spanning from defense, law enforcement, and private security. The demand for systems that keep operators out of harm's way is surging. This represents a significant and huge market opportunity for us. XTEND is one of 25 vendors invited to compete in phase I of the Department of War Drone Dominance Program, an acquisition reform effort aimed at scaling attack drones' capabilities at low cost.

We've also received a $multi-million contract and a firm fixed price from the DOW in November 25 to supply multi-domain aerial drones for both ISR and strike missions with embedded AI capabilities. This aligns directly and perfectly with Defense Secretary Hegseth drone initiative and President Trump executive order to accelerate domestic drone production. Our go-to-market approach is built around a concept we call local power means global scale. We operate through XFAB subsidiaries, which serve as regional hubs for sales, production, and integration. Currently located in the United States, Israel, Singapore, and in Europe. We plan to selectively expand our XFAB growth, production and capability around the globe over the next few years by creating scalable infrastructure for both manufacturing and customer support in key markets. The Tampa, Florida, production facility is our planned headquarters following the closing of that transaction and our anchor for the U.S. market.

This transaction is expected to directly fund the expansion of our NDA-compliant domestic production capabilities there, accelerating the delivery to the U.S. customers, NATO allies, and partners across Asia. Let me share some key financial metrics with you. Our pipeline consists of approximately $500 million in identified opportunities. As of December 31, 2025, our backlog consists of approximately $71 million in contracted commitments, which we expect to deliver over the next 24 months. Our growth strategy is really about establishing XOS as the go-to operating system for mixed unmanned fleets across air, ground, and maritime domains. We're building our integrations across both our hardware and third-party systems to be working closely with defense primes and leading robotic companies to embed XOS at the core of major autonomy programs.

At the same time, we're continuing to invest in the technology itself, pushing forward on the next generation of autonomy, multi-robot coordination, and the ability to operate effectively in GPS-denied and communication-restricted environments. We're also expanding the utility of our robotic product lines with modular payloads, mission-specific applications, and expanding into new markets like homeland security, border protection, and critical infrastructure, where we see a strong demand and natural fit for our capabilities. Underpinning all of this is the selective M&A portfolio strategy and the global buildup of the XFAB manufacturing network, which together are designed to help us scale quickly and serve customers and partners in key markets around the world. By combining our platform with JFB, we expect to accomplish several critical objectives simultaneously. First, we are gaining access to a U.S. public capital market through a U.S. National Security Exchange listing.

Second, we are building a vertically integrated American-made defense technology platform that combines software, hardware, and domestic production under one entity. For me, personally, return on investment means return on safety, freedom, and peace for the future generations. That is the mission we are pursuing, and this transaction gives us the platform to deliver it on at scale. The global demand for autonomous robotic systems has never been stronger. We're seeing it in our pipeline, in our DOW contract wins, in our selection for the Drone Dominance Program, and in the caliber of strategic partners who have chosen to back this transaction. We believe this business combination gives us everything we need to scale. U.S. public market access, the ability to efficiently scale U.S. manufacturing infrastructure, approximately $150 million in capital to deploy, and the resources to convert our backlog and pipeline into revenues.

We look forward to executing on this vision and delivering results for all of our shareholders. Thank you so much for listening today.

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