Exhibit 3.1

 

CERTIFICATE OF AMENDMENT
TO THE
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
XCF GLOBAL, INC.

 

XCF Global, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows:

 

1.The name of the Corporation is XCF Global, Inc.

 

2.The Amended and Restated Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on June 6, 2025 (the “Certificate of Incorporation”).

 

3.Section 4.1 of Article IV of the Certificate of Incorporation is hereby amended and restated in its entirety to read as follows:

 

Section 4.1 Authorized Capital Stock. The total number of shares of all classes of capital stock which the Corporation is authorized to issue is 1,750,000,000 shares, each with a par value $0.0001 per share, consisting of (a) 1,700,000,000 shares of Class A Common Stock, par value $0.0001 per share (the “Common Stock”), and (b) 50,000,000 shares of preferred stock, par value $0.0001 per share (the “Preferred Stock”). Subject to the rights of the holders of any one or more series of Preferred Stock then outstanding, the number of authorized shares of any class of the Common Stock or the Preferred Stock may be increased or decreased, in each case by the affirmative vote of the holders of a majority of the total voting power of the issued and outstanding shares of capital stock of the Corporation entitled to vote thereon, voting together as a single class, irrespective of the provisions of Section 242(b)(2) of the General Corporation Law of the State of Delaware, and no vote of the holders of any class of the Common Stock or the Preferred Stock voting separately as a class will be required therefor.

 

4.This Certificate of Amendment has been duly adopted in accordance with Section 242 of the General Corporation Law of the State of Delaware.

 

5.This Certificate of Amendment shall become effective upon filing with the Secretary of State of the State of Delaware.

 

 

 

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be executed by its duly authorized officer on this 5th day of October, 2026.

 

  XCF GLOBAL, INC.
   
  By: /s/ Christopher Cooper
  Name:  Christopher Cooper
  Title: Chief Executive Officer