IPO - unknown

Form Type: 8-K

Filing Date: 2025-03-10

Corporate Action: Ipo

Type: New

Accession Number: 000149315225009645

Filing Summary: On March 5, 2025, JFB Construction Holdings executed an underwriting agreement with Kingswood Capital Partners in connection with its initial public offering (IPO) of 1,250,000 units, consisting of common stock and warrants, priced at $4.125 per unit. The offering includes a 45-day option for the underwriters to buy an additional 187,500 units for over-allotments. The common stock commenced trading on The Nasdaq Capital Market on March 6, 2025, under the symbol 'JFB.' The company plans to use the net proceeds for business expansion, equipment purchases, strategic investments, personnel recruitment, and general working capital. The document details standard representations, warranties, indemnifications, as well as lock-up agreements by executive officers and directors for a six-month period. It also mentions additional purchase options for the underwriters and outlines terms regarding the issuance of common stock for the next 18 months. Two press releases were issued, announcing the pricing and closing of the offering, respectively.

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Form Type: 8-A12B

Filing Date: 2025-02-26

Corporate Action: Ipo

Type: New

Accession Number: 000149315225008375

Filing Summary: JFB Construction Holdings has filed a Form 8-A for the registration of its Class A Common Stock with a par value of $0.0001 per share. The securities are to be registered under Section 12(b) of the Securities Exchange Act of 1934 on The Nasdaq Stock Market LLC. This filing follows the confidential submission of a Registration Statement on Form S-1, originally filed on July 19, 2024, which was publicly filed on November 8, 2024. The company's registration is positioned within the context of its preparation for an initial public offering (IPO). No additional securities are being registered and no exhibits have been included with this filing as required by the relevant regulations.

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Form Type: CORRESP

Filing Date: 2025-02-12

Corporate Action: Ipo

Type: New

Accession Number: 000149315225006154

Filing Summary: JFB Construction Holdings is requesting the acceleration of their Registration Statement on Form S-1, targeting an effective date and time of February 14, 2025, at 4:15 p.m. Eastern Time. The request is made pursuant to Rule 461 under the Securities Act of 1933. Legal counsel is authorized to modify or withdraw this request. The underwriters' representatives are also joining this request for acceleration and will provide necessary clearance information from FINRA prior to the effective date. The company seeks notification of the effective date and a copy of the written order from the Commission to be sent to their legal counsel, Gina Austin.

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Form Type: CORRESP

Filing Date: 2025-02-12

Corporate Action: Ipo

Type: New

Accession Number: 000149315225006155

Filing Summary: JFB Construction Holdings has requested acceleration for the effectiveness of its Registration Statement on Form S-1, with a requested effective time of 4:15 p.m. Eastern Time on February 14, 2025. This request is being made in conjunction with the underwriters, led by Kingswood Capital Partners LLC. The company has also distributed copies of the Preliminary Prospectus, dated February 7, 2025, to dealers expected to participate in the upcoming offering as part of compliance with Securities and Exchange Commission regulations.

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Form Type: S-1/A

Filing Date: 2025-02-07

Corporate Action: Ipo

Type: New

Accession Number: 000149315225005258

Filing Summary: JFB Construction Holdings is offering 1,250,000 Units, each consisting of one share of Class A Common Stock and one Warrant to purchase one share of Class A Common Stock, in its initial public offering (IPO). The public offering price per Unit is set at $4.125, aiming for gross offering proceeds of $5,156,250. The Units will be offered in a firm commitment offering and the combined warrants have an exercise price of $5.50. The company intends to list its shares on The Nasdaq Capital Market under the symbol 'JFB'. Mr. Joseph F. Basile III, CEO, will maintain significant control over the company post-offering, holding approximately 71.68% of the voting power. JFB operates as an emerging growth company focused on commercial and residential real estate construction and development, primarily targeting franchise buildouts and luxury residential homes, especially in growing markets like Florida and Texas. The company forecasts growth driven by relationships with franchisees and aims to enhance its bonding capacity to secure larger contracts, particularly in infrastructure sectors. The offering details, including underwriter's commissions and potential options for over-allotments, contribute to the company's capital strategy for expansion and project execution. The prospectus explains the dual-class structure of its common stock, where Class B stockholders enjoy enhanced voting rights, concentrating control, and outlines the significant implications for shareholder influence on corporate matters.

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Form Type: S-1/A

Filing Date: 2025-02-03

Corporate Action: Ipo

Type: New

Accession Number: 000149315225004659

Filing Summary: JFB Construction Holdings, a commercial and residential construction and development company, is conducting its initial public offering (IPO) by registering 1,250,000 units, each consisting of one share of Class A common stock and one warrant at a public offering price per unit of $4.125, totaling gross offering proceeds of $5,156,250. The company, headquartered in Lantana, Florida, intends to utilize its relationships and projects across 36 states to secure further contracts. The offering aims to increase access to capital for future projects, underlining the company's growth strategy focusing on areas with increasing population and GDP. Joseph F. Basile III will maintain significant voting control following the IPO, holding approximately 71.68% of the voting power. As an emerging growth company, JFB Construction Holdings plans to comply with reduced reporting requirements while pursuing growth opportunities, especially in its effective franchise operations. The company emphasizes its stable revenue from franchises and its readiness to expand into real estate development, although it recognizes potential risks associated with expansion and market volatility.

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Form Type: CORRESP

Filing Date: 2025-01-23

Corporate Action: Ipo

Type: Update

Accession Number: 000149315225003350

Filing Summary: The document discusses responses from JFB Construction Holdings to the U.S. Securities and Exchange Commission (SEC) regarding comments on the Registration Statement on Form S-1/A submitted on January 22, 2025, concerning their Initial Public Offering (IPO). The response includes clarifications on the financial conditions, noting that the projected revenues are based on preliminary unaudited financial data and may be subject to adjustments. It also addresses discrepancies regarding the consulting agreement with Chartered Services, emphasizing that IPO-related services are minimal and non-specific. The company has amended its agreement to remove the IPO-related services designation, and fully expensed the value of shares related to prior agreements without clear remaining service requirements. The letter is addressed to SEC officials, reaffirming compliance with regulatory queries and providing necessary updates regarding disclosures and financial evaluations per appropriate accounting standards.

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Form Type: S-1/A

Filing Date: 2025-01-23

Corporate Action: Ipo

Type: New

Accession Number: 000149315225003348

Filing Summary: On January 23, 2025, JFB Construction Holdings filed an S-1/A amendment with the SEC for its initial public offering (IPO), offering 1,250,000 units, each consisting of one share of Class A Common Stock and one warrant to purchase a share of Class A Common Stock, at a public offering price of $4.125 per unit, aiming for gross proceeds of approximately $5.16 million. The company, incorporated in Nevada on April 9, 2024, operates in the construction industry, providing services in commercial and residential real estate, primarily in South Florida but intending to expand nationwide. Following this offering, Joseph F. Basile III, the CEO, will hold around 71.68% of the voting power, positioning JFB as a 'controlled company' under Nasdaq rules. The company has significant relationships with franchise clients, contributing to stable revenue and is poised to leverage its enhanced capital access and bonding capacity for growth post-IPO. However, historical results should not be seen as indicative of future performance due to inherent operational risks.

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Form Type: CORRESP

Filing Date: 2024-12-26

Corporate Action: Ipo

Type: Update

Accession Number: 000149315224052108

Filing Summary: JFB Construction Holdings responded to the SEC's comments regarding their Registration Statement on Form S-1, filed on December 26, 2024. The company clarified that projected profit amounts include general operating expenses and depreciation expenses. They revised the disclosure of total assets for each reportable segment as requested by the SEC. Additionally, the company reported they issued 360,000 shares of common stock to Chartered Services for services valued at $360,000, expensed in the period ending September 30, 2024. They provided details on the accounting treatment for this share-based payment, citing applicable guidance in their response, and explained why the equity interest granted does not meet criteria for being considered readily determinable. The share issuance is not considered a deferred offering cost as it relates to general business development, consulting, GAAP compliance, and board establishment rather than the IPO directly.

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