Exhibit 3.1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 28, 2026
AMERICAN FUSION, INC.
(Exact name of registrant as specified in its charter)
| Texas | 000-00000 | 22-1436279 | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification Number) |
| 401 N. Carroll Ave., Ste. 92 | ||
| Southlake, TX | 76092 | |
| (Address of Principal Executive Offices) | (Zip Code) |
(480) 788-7420
(Registrant’s telephone number, including area code)
Renewal Fuels, Inc.
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act: None
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
Effective January 23, 2026, the Company amended its governing documents to change its corporate name from Renewal Fuels, Inc. to American Fusion Inc.
Effective February 5, 2026, the Company completed its domestication into the State of Texas, which was finalized in connection with the Company’s conversion out of Delaware effective February 10, 2026.
In connection with the foregoing corporate actions, the Financial Industry Regulatory Authority (“FINRA”) processed a related corporate action, including the Company’s symbol change to AMFN, which became effective March 17, 2026.
The Company’s fiscal year has not changed.
| Item 8.01 | Other Events. |
On April 28, 2026, Renewal Fuels, Inc. d/b/a American Fusion Inc. (the “Company”) issued a press release announcing the launch of a Government Procurement Services operating segment and an initial transaction within that segment supporting a Canadian Department of National Defence / Quality Engineering Test Establishment procurement requirement.
As described in the press release, the transaction relates to the Company’s ancillary government and institutional procurement activities and is separate from the Company’s core fusion energy development activities conducted through Kepler Fusion Technologies and the Texatron™ platform.
A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information furnished under this Item 8.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor incorporated by reference into any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description |
| 3.1 | Certificate of Amendment of Certificate of Incorporation dated January 23, 2026 |
| 99.1 | Press Release, dated April 28, 2026, issued by the Company |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: April 28, 2026 | RENEWAL FUELS, INC. | |
| By: | /s/ Richard C. Hawkins | |
| Chief Executive Officer | ||
Exhibit 3.1
Exhibit 99.1
|
American Fusion Inc. (OTC: AMFN) Announces Initial Revenue-Generating Transaction Supporting Canadian Department of National Defence Requirement |
 |
| Leader in Scalable Compact Fusion Energy | |
Southlake, Texas – April 28, 2026 – American Fusion Inc. (OTC: AMFN) (“American Fusion” or the “Company”), an advanced energy platform company focused on fusion technologies and strategic institutional market opportunities, announced that it has received a purchase order from Effective Acceleration Ventures Ltd. (“EAV”) to act as a United States source-of-supply provider for specialized instrumentation supporting a Canadian Department of National Defence (“DND”) / Quality Engineering Test Establishment (“QETE”) requirement.
This transaction represents the Company’s first revenue-generating activity and supports its broader strategy to participate in government, defense, and institutional procurement markets.
Transaction Overview
| • | AMFN Role: U.S. Source-of-Supply Vendor |
| • | Prime Contractor: Effective Acceleration Ventures Ltd. (EAV) |
| • | End User: Canadian Department of National Defence / QETE |
| • | Equipment: Two (2) 53100A Phase Noise Analyzer units (Microchip Technology Inc. OEM) |
| • | Purchase Order Value: Approximately $58,000 (excluding shipping and related pass-through costs) |
| • | Contract Reference: DND Contract W8486-260222/A |
Under the structure, EAV serves as the Canadian prime contractor, while American Fusion provides compliant U.S.-based sourcing for OEM instrumentation delivered to DND/QETE in Gatineau, Quebec.
Strategic Significance
While modest in initial size, the transaction is strategically meaningful:
| • | Represents the Company’s first revenue-generating transaction |
| • | Supports expansion into government procurement channels |
| • | Demonstrates capability to participate in defense and institutional supply chains |
| • | May provide a foundation for additional opportunities in related markets |
The equipment supplied is a high-precision phase noise analyzer used in advanced RF signal analysis, frequency stability measurement, and oscillator characterization, with applications across defense, aerospace, communications, and high-performance electronics systems.
This transaction is not expected to be material to the Company’s financial statements by itself, but management views it as significant as an initial commercial transaction consistent with the Company’s broader institutional market strategy.
Brent Nelson, Founder and Executive Director of American Fusion, stated, “This is an important milestone for American Fusion as it represents our first revenue transaction and demonstrates our ability to participate in real-world procurement environments. We believe engagements of this type can support the development of broader commercial relationships over time.”
Richard Hawkins, CEO of American Fusion, added, “This transaction is an important proof point for our strategy. While our long-term focus remains fusion energy and advanced infrastructure, adjacent technical supply chains such as precision instrumentation and RF systems allow us to establish relationships, credibility, and execution capability within government and institutional markets today.”
Government Procurement Alignment
The transaction was facilitated with the support of Samuel Reid, American Fusion’s Government Strategy and Procurement Advisor, who brings experience in defense procurement and NATO-related supply chains.
“This transaction demonstrates how American Fusion can integrate into existing government procurement frameworks,” said Reid. “By aligning with prime contractors and institutional buyers, the Company is building a pathway into defense, Department of Energy, and NATO-related opportunities where both technical capability and execution matter.”
Building a Revenue Platform Alongside Fusion Development
American Fusion’s broader strategy is to build a multi-channel revenue platform that supports:
| • | Near-term revenue generation through government and institutional procurement |
| • | Long-term value creation through fusion energy commercialization |
| • | Strategic positioning within defense, energy, and infrastructure ecosystems |
This approach enables the Company to generate revenue while advancing its core fusion technology roadmap, including development of the Texatron™ aneutronic fusion platform..
For more information about Kepler Fusion Technologies and its Texatron™ platform, please visit: www.keplerfusion.com and americanfusionenergy.com
About American Fusion Inc.
American Fusion Inc. (OTC: AMFN) formerly Renewal Fuels, Inc. (OTC: RNWF), is an advanced energy platform company focused on the development and commercialization of fusion energy technologies through its wholly owned subsidiary, Kepler Fusion Technologies. Following its previously announced merger with Kepler, the Company is has changed its name and is operating under the American Fusion brand. The Company’s strategy is centered on building a scalable, infrastructure-grade fusion energy platform supported by proprietary technology, disciplined intellectual property development, and long-term commercial deployment objectives. For more information about American Fusion, please visit: americanfusionenergy.com
About Kepler Fusion Technologies
Kepler Fusion Technologies is an advanced energy technology company developing the Texatron™ aneutronic fusion platform. Kepler’s technology is designed to support modular, infrastructure-grade deployment for industrial, commercial, and grid-constrained applications. The Company’s development strategy emphasizes system-level engineering, disciplined intellectual property protection, and scalable architectures intended to support long-term commercial operation. Kepler Fusion Technologies operates as a wholly owned subsidiary of American Fusion Inc. (OTC: AMFN) For more information about Kepler Fusion Technologies and its Texatron™ platform, please visit: www.keplerfusion.com
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including statements regarding the Company’s plans, objectives, expectations, and intentions, such as statements relating to technology development and commercialization, patent filings, regulatory initiatives, SEC registration, including the expected effectiveness of the Company’s Form 10, audit completion, exchange uplisting, and future business operations. Words such as “anticipate,” “believe,” “expect,” “intend,” “may,” “plan,” “potential,” “should,” and “will” identify forward-looking statements. These statements are based on current expectations and involve risks and uncertainties that could cause actual results to differ materially, including risks related to technology development, intellectual property protection, regulatory approvals, capital availability, audit and SEC reporting timelines, including the timing and effectiveness of the Company’s Form 10, exchange requirements, litigation matters, and general market and economic conditions. This release is provided for informational purposes only and does not constitute an offer to sell or a solicitation of an offer to buy any securities. The Company undertakes no obligation to update forward-looking statements except as required by law.
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