Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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JFB Construction Holdings (Name of Issuer) |
Class A Common stock (Title of Class of Securities) |
46658E107 (CUSIP Number) |
Lisa Ann Basile 1300 S. Dixie Highway, Lantana, CA, 33462 5613869144 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
03/06/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 46658E107 |
| 1 |
Name of reporting person
Basile Lisa Ann | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
3,443,940.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
65.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Lisa Ann Basile holds her shares indirectly. 3,250,000 shares of Class A Common Stock are held by The Basile Family Irrevocable Trust. 96,970 shares of Class A Common Stock are held by Lisa Ann Basile Revocable Trust. Lisa Ann Basile Revocable Trust also holds warrants to purchase up to 96,970 additional shares of Class A Common Stock.
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Class A Common stock |
| (b) | Name of Issuer:
JFB Construction Holdings |
| (c) | Address of Issuer's Principal Executive Offices:
1300 S. DIXIE HIGHWAY, SUITE B, LANTANA,
CALIFORNIA
, 33462. |
| Item 2. | Identity and Background |
| (a) | Lisa Ann Basile |
| (b) | 1300 S. Dixie Highway, Lantana, FL 33462 |
| (c) | N/A |
| (d) | No |
| (e) | No |
| (f) | United States of America |
| Item 3. | Source and Amount of Funds or Other Consideration |
On July 18, 2024, all shareholders of JFB Construction & Development Inc., a Florida corporation (the "JFB Subsidiary") entered into a Contribution and Exchange Agreement (the "Contribution Agreement") with JFB Construction Holdings (the "Issuer") to exchange their shares in the JFB Subsidiary for shares of the Issuer. Pursuant to the Contribution Agreement, the reporting person exchanged 40.625 shares of Common Stock of the JFB Subsidiary for 3,250,000 shares of Class A Common Stock of the Issuer.On March 7, 2025, the reporting person purchased 96,970 Units of the Issuer, with each Unit consisting of one share of Class A Common Stock and one warrant to purchase an additional share of Class A Common Stock. The Units were purchased in the Issuer's initial public offering at a price of $4.125 per Unit. The reporting person purchased the Units with personal funds. | |
| Item 4. | Purpose of Transaction |
The purpose of the transactions contemplated by the Contribution Agreement described in Item 3 above was so the Issuer could acquire the JFB Subsidiary as a subsidiary of the Issuer.The purpose of the reporting person's purchase of the Units in the Issuer's initial public offering described in Item 3 above was for personal investment purposes. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | 3,443,940 shares (65.6% of class) |
| (b) | 3,443,940 |
| (c) | On March 7, 2025, the reporting person purchased 96,970 Units of the Issuer, with each Unit consisting of one share of Class A Common Stock and one warrant to purchase an additional share of Class A Common Stock. The Units were purchased in the Issuer's initial public offering at a price of $4.125 per Unit. |
| (d) | N/A |
| (e) | N/A |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
The reporting person is subject to a lock-up agreement which prevents any of the following actions for the six months following March 7, 2025, unless otherwise waived in writing by the underwriter of the Issuer's initial public offering:(1) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, make any short sale or otherwise transfer or dispose of, directly or indirectly, any shares or any securities convertible into, exercisable or exchangeable for or that represent the right to receive shares (including shares which may be deemed to be beneficially owned by the reporting person or an affiliate of the reporting person or a person in privity with the reporting person or an affiliate of the reporting person in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant) whether now owned or hereafter acquired by the reporting person or an affiliate of the reporting person or a person in privity with the reporting person or an affiliate of the reporting person or with respect to which the reporting person or an affiliate of the reporting person or a person in privity with the reporting person or an affiliate of the reporting person has or hereafter acquires the power of disposition (the "Reporting Person's Securities");(2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Reporting Person's Securities, whether any such transaction described in clause (1) above or this clause (2) is to be settled by delivery of Reporting Person's Securities or such other securities, in cash or otherwise;(3) make any written demand for or exercise any right with respect to, the registration of any Reporting Person's Securities or any security convertible into or exercisable or exchangeable for the shares; or(4) publicly disclose the intention to do any of the foregoing. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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