Exhibit 3.1
STATE OF NEVADA FRANCISCO V. AGUILAR Secretary of State C. MURPHY HEBERT Chief Deputy Secretary of State DEANNA L. REYNOLDS Deputy Secretary for Commercial Recordings OFFICE OF THE SECRETARY OF STATE Business Entity - Filing Acknowledgement 03/30/2026 Filing Date/Time: Filing Page(s): W2026033001743 - 5131279 20265632227 Amended Certification of Stock Designation After Issuance of Class/Series 03/30/2026 13 : 03:25 PM 5 Work Order Item Number: Filing Number: Filing Type: Indexed Entity Information: Entity ID: C29506 - 1998 Entity Status: Active Entity Name: INVECH HOLDINGS, INC. Expiration Date: None Commercial Registered Agent INCSMART.BIZ, INC. 7963 Broadwing Dr, North Las Vegas, NV 89084, USA The attached document(s) were filed with the Nevada Secretary of State, Commercial Recording Division . The filing date and time have been affixed to each document, indicating the date and time of filing. A filing number is also affixed and can be used to reference this document in the future . Respectfully, FRANCISCO V. AGUILAR Secretary of State Page 1 of 1 Commercial Recording 401 N . Carson Street Carson City, NV 89701 1 State of Nevada Way Las Vegas, NV 89119
FRANCISCO V. AGUILAR Secretary of State 401 North Carson Street Carson City, Nevada 89701 - 4201 (775) 684 - 5708 Website: www.nvsos.gov www.nvsilverflume.gov Business Number C29506 - 1998 Filed in the Office of f Secretary of State State Of Nevada Filing Number 20265632227 Filed On 03/30/2026 13:03:25 PM Number of Pages 5 Certificate, Amendment or Withdrawal of Designation NRS 78.1955, 78.1955(6) D Certificate of Designation D Certificate of Amendment to Designation - Before Issuance of Class or Series M" Certificate of Amendment to Designation - After Issuance of Class or Series D Certificate of Withdrawal of Certificate of Designation TYPE OR PRINT · USE DARK INK ONLY · DO NOT HIGHLIGHT Name of entity : INVECH HOLDINGS, INC. Entity or Nevada Business Identification Number (NVID): NV19981408393 1. Entity information: For Certificate of Designation or Date : Time : Amendment to Designation Only (Optional) : (must not be later than 90 days after the certificate is filed) 2. Effective date and time: The class or series of stock being designated within this filing : 3. Class or series of stock: (Certificate of Designation only) The original class or series of stock being amended within this filing : SERIES A PREFERRED STOCK 4. Information for amendment of class or series of stock: D Certificate of Amendment to Designation - Before Issuance of Class or Series As of the date of this certificate no shares of the class or series of stock have been issued. 5 . Amendment of class or series of stock : Certificate of Amendment to Designation - After Issuance of Class or Series The amendment has been approved by the vote of stockholders holding shares in the corporation entitling them to exercise a majority of the voting power, or such greater proportion of the voting power as may be required by the articles of incorporation or the certificate of designation. By resolution of the board of directors pursuant to a provision in the articles of incorporation this certificate establishes OR amends the following regarding the voting powers, designations, preferences, limitations, restrictions and relative rights of the following class or series of stock . * 6.Resolution: (Certificate of Designation and Amendment to Designation only) Designation being Date of Withdrawn: Designation : No shares of the class or series of stock being withdrawn are outstanding . The resolution of the board of directors authorizing the withdrawal of the certificate of designation establishing the class or series of stock : * 7. Withdrawal: Date : 03/30/2026 X Alexander M. Woods - Leo 8. Signature: (Required) Signature of Officer This form must be accompanied by appropriate fees . page1 of 1 Revised: 1/1/2019
INVECH HOLDINGS, INC.
AMENDED AND RESTATED
CERTIFICATE OF DESIGNATION OF PREFERENCES,
RIGHTS AND LIMITATIONS
OF
SERIES A PREFERRED STOCK
PURSUANT TO SECTION 78.1955 OF THE
NEVADA REVISED STATUTES
Pursuant to Section 78.1955
of the Nevada Revised Statutes, the undersigned does hereby certify, on behalf of Invech Holdings, Inc., a Nevada corporation (the “Company”),
that the following resolution was duly adopted by the Board of Directors of the Company.
WHEREAS, the Articles of Incorporation of
the Company, as amended (the “Articles of Incorporation”), authorize the issuance of up to 5,000,000 shares of preferred stock,
par value $0.001 per share, of the Company (the “Preferred Stock”) in one or more series, which Preferred Stock shall have
such distinctive designation or title, voting powers or no voting powers, and such preferences, rights, qualifications, limitations or
restrictions, as shall be stated in such resolution or resolutions providing for the issuance of such class or series of Preferred Stock
as may be adopted from time to time by the Board prior to the issuance of any shares thereof; and
WHEREAS, it is the desire of the Board of
Directors to establish and fix the number of shares to be included in the Series A Preferred Stock and the designation, rights, preferences,
powers, restrictions and limitations of the shares of such series.
NOW,
THEREFORE, IT IS RESOLVED, that the Board of Directors does hereby amend and restate the certificate of designation of the rights
and preferences of the Series A Preferred Stock (this “Certificate of Designation”) and establish and fix and herein state
and express the designation, rights, preferences, powers, restrictions, and limitations of such series of Preferred Stock as follows:
TERMS OF SERIES A PREFERRED STOCK
Section 1. Designation,
Amount and Par Value. The series of Preferred Stock shall be designated as Series A Preferred Stock (the “Series A Preferred
Stock”) and the number of shares so designated shall be One Million (1,000,000). Each share of the Series A Preferred Stock shall
have a par value of $0.001.
Section 2. Fractional Shares.
The Series A Preferred Stock may not be issued in fractional shares.
Section 3. Voting Rights.
The holders of the Series A Preferred Stock shall, as a class, have rights in all matters requiring shareholder approval to a number
of votes equal to eighty percent (80%) of:
(a)
The total number of shares of common stock which are issued and outstanding at the time of any election or vote by the shareholders;
plus
(b)
The number of votes allocated to shares of Preferred Stock issued and outstanding of any other class that shall have voting rights.
Section 4. Dividends. The
Series A Preferred Stock shall be treated pari passu with the Company’s common stock.
Section 5. Liquidation.
Upon any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, payments to the holders of Series
A Preferred Stock shall be treated pari passu with the Company’s common stock.
Section 6. Protection Provisions.
So long as any shares of Series A Preferred Stock are outstanding, the Company shall not, without first obtaining the unanimous written
consent of the holders of Series A Preferred Stock, alter or change the rights, preferences or privileges of the Series A Preferred Stock
so as to affect adversely the holders of Series A Preferred Stock.
Section 7. Waiver. Any
of the rights, powers or preferences of the holders of the Series A Preferred Stock may be waived by the affirmative consent or vote of
the holders of at least a majority of the shares of Series A Preferred Stock then outstanding.
Section 9. o Other Rights
or Privileges. Except as specifically set forth herein, the holder(s) of the shares of Series A Preferred Stock shall have no other
rights, privileges or preferences with respect to the Series A Preferred Stock.
RESOLVED, FURTHER, that
the president or any vice-president, and the secretary or any assistant secretary, of the Company be and they hereby are authorized and
directed to prepare and file this Certificate of Designation of Preferences, Rights and Limitations in accordance with the foregoing resolution
and the provisions of the Nevada Revised Statutes.
IN WITNESS WHEREOF, the undersigned
has executed this Certificate of Designation this this 27th day of March 2026.
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INVECH HOLDINGS, INC. |
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/s/ Alexander M. Woods-Leo |
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By: Alexander M. Woods-Leo |
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Its: Chief Executive Officer and Director |
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Exhibit 99.1
Invech Holdings, Inc.
1603 Capitol Ave
Suite 413 PMB 1777
Cheyenne, WY, 82001
3/20/2026
Dear Alexander Woods-Leo:
This finder agreement (this “Agreement”)
between Craft Capital Management LLC (“Craft”), a broker-dealer regulated by the Financial Industry Regulatory Authority (“FINRA”)
and the U.S. Securities and Exchange Commission (the “SEC”), and Invech Holdings, Inc. (the “Company”), its subsidiaries,
successors, and assigns, is effective as of the date of the last signature below (the “Effective Date”) and outlines the rights,
obligations, and term of the obligations between the Parties. This Agreement shall commence on the Effective Date and automatically terminate
on the one-year anniversary of the Effective Date (the “Term”) unless extended or earlier terminated as described below. Craft
and the Company are referred to herein individually as a “Party” and collectively as the “Parties.”
In connection with this Agreement, Craft may provide
services in relation to certain or all of the following Transactions (each a “Transaction”): (i) financing Transactions, involving
equity, debt or any combination thereof (collectively referred to as a “Financing Transaction”); (ii) non-financing Transactions,
involving, without limitation, licensing agreement(s), joint venture(s), merger(s) and acquisition(s) (collectively referred to as a “Non-Financing
Transaction”); and (iii) a Financing Transaction to complete a Non-Financing Transaction (a “Structured Transaction”).
There is no obligation to consummate any Transaction, and the Company can choose to accept or reject any Transaction in its sole and absolute
discretion. The Company acknowledges that there is no guaranty or assurance that any Transaction will take place, and that the final legal
documentation may contain terms that vary with those set forth on any term sheets.
Exclusivity
During the initial 180 days of the Term, the Company
shall not engage any other broker-dealer, and Craft shall be the Company’s exclusive broker-dealer (the “Exclusivity Period”).
Following the Exclusivity Period, the Company may engage another broker-dealer provided that it complies with any ongoing obligations
of this Agreement. For the avoidance of doubt, Craft may provide services to other clients during the entire Term including the Exclusivity
Period.
377 Oak Street,
Lower Concourse, Garden City, NY 11530 | Main Line 516.833.1325 | Toll Free: 800.550.8441
CRAFT CAPITAL MANAGEMENT LLC
Invech Holdings, Inc.
3/20/2026
Page 2
Introductions by Craft
After the execution of this Agreement, Craft will
introduce the Company to persons and/or entities (each an “Introduced Party”). For purposes of this Agreement, the Company
shall be considered to have been introduced to a person and/or entity by Craft if Craft arranges for the delivery of an investment presentation
for a Transaction to such person and/or entity, or otherwise facilitates an introduction via email, phone, in-person meeting, or other
means. For the avoidance of doubt, an Introduced Party shall include not only the directly introduced person or entity but also their
affiliates, successors, and assigns, as well as any other person or entity to whom the Company becomes known or is introduced, directly
or indirectly, through an Introduced Party in connection with a potential Transaction. It will also include any investment made by GHS
Investments LLC and AIV Investments LLC, except for the existing Equity Line of Credit. In the event that, during the Term or the Tail
Period (as defined below), the Company, directly or indirectly, (i) solicits, offers to buy from or offers to sell to an Introduced Party
any securities and such Introduced Party purchases or sells such securities or (ii) provides the name of an Introduced Party to any other
broker-dealer or selling agent and such Introduced Party purchases any securities of the Company from such other broker-dealer or selling
agent, the Company shall pay to Craft the consideration required pursuant to the terms set forth in this Agreement.
Fee Structure
In the event that the Company proceeds with a
Financing Transaction with any Introduced Parties, including a Mezzanine Financing (as defined below), during the Term or the Tail Period,
Craft shall be entitled to receive a success fee (the “ Success Fee”) equal to (10%) of the gross proceeds received by the
Company from a financing of equity securities, (5%) on each put of an equity line of credit (“ELOC”) along with (1%) upfront
commitment shares to be registered in the S-1 for the ELOC and (5%) of the gross proceeds received by the Company from a financing of
debt securities; provided, however, that any debt security (or any similar instrument) that converts into an equity security at a future
date without receipt of any additional cash shall be treated as an equity security, subject to a (10%) Success Fee. The Success Fee is
due and payable to Craft immediately upon the closing of the Financing Transaction and shall be disbursed directly to Craft simultaneously
with the delivery of the proceeds of the Financing Transaction to the Company. For the avoidance of doubt, in the event the Company proceeds
with a financing Transaction outside of Craft during the Exclusivity Period, Craft shall be entitled to receive full commission at the
percentages stated above.
CRAFT CAPITAL MANAGEMENT LLC
Invech Holdings, Inc.
3/20/2026
Page 3
At the time of closing of a Financing Transaction
the Company also shall pay Craft non-callable warrants of the Company issuable to Craft, or its designee simultaneously with the closing
of the Transaction equal to 5% warrant coverage of the amount raised. The warrants shall entitle the holder thereof to purchase securities
of the Company at a purchase price equal to the Introduced Party’s exercise price of the Transaction or the public market closing
price of the Company’s common stock on the date of the Transaction, whichever is lower (such price, the “Warrant Price”).
If warrants are issued to investors in a Transaction, the Craft warrants shall have the same terms as the warrants issued to investors
in the applicable Transaction If warrants are not issued to investors in a Transaction, Craft will be issued warrants priced at the public
market closing price. The warrants shall be exercisable immediately after the date of issuance, shall have anti-dilutive price protection,
piggyback registration rights, and shall expire 5 years after the date of issuance.
In the event that the Company proceeds with a
Non-Financing Transaction during the Term or the Tail Period with one or more Introduced Parties then, prior to closing, the Company and
Craft shall mutually agree upon compensation payable to Craft which may include an ownership interest in the resulting licensed, joint
venture and/or merged/acquiring entity. In the event the Company completes a Non-Financing Transaction with an Introduced Party during
the Term or the Tail Period without first agreeing on its finder’s fee, then Craft shall be entitled to receive a cash fee of (7%)
of any licensing fees payable upon receipt of such licensing fees by the Company, a fee of (7%) of the value of the Company-related portion
of the surviving entity resulting from any merger or acquisition payable upon closing of the Non-Financing Transaction if the fee is paid
in cash or with liquid stock or within a reasonable period of time if the fee is paid with non-liquid stock or any other form of consideration,
and, in the case of a joint venture, (7%) of the Company’s ownership portion of the joint venture (each individually a “Non-Financing
Transaction Success Fee” and collectively, the “Non-Financing Transaction Success Fees” and the Non-Financing Transaction
Success Fees collectively with the Success Fees, the “Success Fees”).
Pre-Approved Expense Reimbursement, General
Expenses
In addition to payments to Craft of the compensation
set forth above, the Company shall reimburse Craft for all of Craft’s pre-approved expenses, which will be approved in writing by
the Parties. Such expenses include, but are not limited to, expenses related to legal and administrative expenses (excluding blue sky
and Form D). All reimbursable expenses payable to Craft shall be (A) payable in cash or by wire transfer of immediately available funds
to an account designated by Craft and (B) due and payable immediately upon the consummation of a Transaction or, if no Transaction consummates,
within 30 days of invoice.
CRAFT CAPITAL MANAGEMENT LLC
Invech Holdings, Inc.
3/20/2026
Page 4
The Company will bear all fees, disbursements
and expenses in connection with any proposed financing, including, without limitation, the Company’s legal and accounting fees and
disbursements; the costs of preparing, printing, mailing and delivering the Registration Statement, the preliminary and final prospectus
contained therein and amendments thereto, post-effective amendments and supplements thereto, any other offering materials, the Letter
of Engagement and related documents (all in such quantities as Craft may reasonably require); preparing and printing stock certificates
and warrant certificates; filing fees (including SEC filing fees), costs and expenses (including third party expenses and disbursements)
incurred in registering the securities, FINRA filing fees; transfer taxes; and transfer and warrant agent and registrar fees. The Company
will also sign Craft’s agreement with its Counsel acknowledging that the Company is liable to pay the legal fees on Craft’s
behalf. For avoidance of doubt, the Company will be liable for all expenses listed in this paragraph regardless if a Transaction closes
or not, and such expenses shall be due within 30 days of invoice if no Transaction closes.
Timing of Issuances and Payment
Any restricted stock to be issued to Craft shall
be issued immediately upon the consummation of a Transaction. For the avoidance of doubt, if any Transaction provides for payments to
the Company at a future date (e.g. installment payments, milestone payments or earn-out payments), then any fees payable, and any stock
issuable, to Craft in connection with such future payments shall only be made if and when such payments are received by the Company. The
Parties agree that any agreement between the Company and any Introduced Parties shall provide for a mutually acceptable escrow agreement
or a direct disbursement to the Company and Craft, to effectuate the consummation of the Transaction and the payment of fees and expenses
due to Craft and delivery of securities due to Craft.
Tail Period
Craft shall also be entitled to receive from the
Company Success Fees in relation to closing of any Transactions within one year of the expiration or early termination of this Agreement
(the “Initial Tail Period”). The Company agrees that, for an Introduced Party who invests via a Financing Transaction during
the Term, the Initial Tail Period shall be extended until the 2-year anniversary of such Introduced Party’s investment (the “Extended
Tail Period”). The Initial Tail Period, which shall apply equally to all Introduced Parties, together with any Extended Tail Period
created by an investment from an Introduced Party, shall collectively be defined as the “Tail Period.” During the Tail Period,
the Company shall be required to pay all applicable Success Fees, issue all applicable Craft Warrants, and refrain from providing the
name of any Introduced Party to any other broker-dealer or selling agent. The Company shall promptly notify Craft in writing of any Transaction
during the Tail Period and provide all relevant details to enable Craft to enforce its rights hereunder.
CRAFT CAPITAL MANAGEMENT LLC
Invech Holdings, Inc.
3/20/2026
Page 5
Right of First Refusal
Provided that a Transaction occurs in accordance
with the terms of this Agreement, Craft shall have an irrevocable right of first refusal (the “Right of First Refusal”) for
a period of (12) months after the date the Transaction is completed, to act as sole and exclusive finder, investment banker, sole and
exclusive book-runner, sole and exclusive financial advisor, sole and exclusive underwriter and/or sole and exclusive placement agent,
at Craft’s sole and exclusive discretion, if the Company or any of its subsidiaries: (i) decides to finance or refinance any indebtedness;
or (ii) decides to raise funds by means of a public offering (including at-the-market facility) or a private placement or any other capital
raising financing of equity, equity-linked or debt securities. If Craft decides to accept such engagement, the agreement governing such
engagement will contain, among others, the provisions for fees customary for Transactions of similar size and nature and the provisions
of this Agreement, including indemnification, that are appropriate to such Transaction. Notwithstanding the foregoing, the decision to
accept such engagement shall be made by Craft, by a written notice to the Company, within (15) days of the receipt of the Company’s
notification of its financing needs. Craft shall have the sole right to determine whether or not any other broker-dealer shall have the
right to participate in any such Transaction and the economic terms of any such participation. The Right of First Refusal shall not apply
to any financing Transaction where the Company deals directly with the lender or investor without using any intermediary. The Company
shall provide Craft with at least 30 days’ prior written notice of any proposed financing or Transaction that may trigger the Right
of First Refusal.
Indemnification
The Company and Craft, together with their respective
affiliates, directors, officers, shareholders, employees and agents (collectively the “Indemnified Parties”),
each agree to hold each other harmless against any and all losses, claims, damages or liabilities, joint or several, including reasonable
attorneys’ fees, to which the Indemnified Parties may become subject, arising out of or related to actions taken or omitted by the
Indemnified Parties in connection with any service rendered pursuant to this Agreement and any associated Transaction or proposed Transaction
contemplated, provided, however, that neither the Company or Craft shall be liable in respect of any loss, claim, damage or liability
to the extent that a court or other agency having competent jurisdiction shall have determined by final judgment (not subject to further
appeal) that such loss, claim, damage or liability shall have been incurred as a result of the willful misconduct or gross negligence
of such Indemnified Parties.
In this regard, and without limitation, the Company
and Craft acknowledge that they are not responsible for the actions of the Introduced Parties or their agents. The Company and Craft also
acknowledge that none of the Indemnified Parties is acting as an attorney, accountant, or negotiator, that Craft will not make any recommendations
about the Transaction, and that the Company will seek its own professional advice with respect to any Transaction. Craft may or may not
act as a broker-dealer or financial advisor to the Company in any Transaction. The Company agrees to deliver to Craft upon closing a complete
set of documents that correspond with any Transaction.
Limitation of Liability
Craft and the Company agree that the obligations
of each of the Parties are solely corporate obligations, and that no officer, director, employee, agent, or shareholder of either Party
shall be subjected to any personal liability whatsoever to any person, nor will any claim for liability or suit be asserted by, or on
behalf of, either Craft or the Company. In no event shall Craft be liable to the Company, nor will the Company be liable to Craft, whether
a claim be in tort, contract or otherwise, for any amount in excess of the total amount paid by the Company to Craft under this Agreement,
except in cases of willful misconduct or gross negligence. In the event of any dispute between the Parties hereto, the Parties agree to
resolve all matters in binding arbitration before FINRA in Nassau County, New York with the prevailing Party entitled to reasonable attorneys’
fees and costs. Each Party agrees not to mention the name of the other Party or its agents in any press release or news announcement without
the express written consent of the other Party.
CRAFT CAPITAL MANAGEMENT LLC
Invech Holdings, Inc.
3/20/2026
Page 6
Miscellaneous
This Agreement shall not be modified or amended
except in writing signed by the Parties. After the Exclusivity Period, either Party may terminate this Agreement for any reason upon (10)
days’ advance written notice. Early termination of this Agreement shall not relieve the Company of its payment obligations during
the Tail Period. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective assigns, successors,
and legal representatives. This Agreement constitutes the entire agreement of the Parties with respect to the subject matter hereof and
supersedes any prior agreements. If any provision of this Agreement is determined to be invalid or unenforceable in any respect, such
determination will not affect such provision in any other respect, and the remainder of this Agreement shall remain in full force and
effect. This Agreement may be executed in counterparts (including facsimile or PDF counterparts), each of which shall be deemed an original
but all of which together shall constitute one and the same instrument.
Please acknowledge your agreement to the terms
of this Agreement by executing a copy of this letter as indicated below and returning it to us by email to banking@craftcm.com.
(- signature page to follow -)
CRAFT CAPITAL MANAGEMENT LLC
Invech Holdings, Inc.
3/20/2026
Page 7
| CRAFT CAPITAL MANAGEMENT LLC |
INVECH HOLDINGS, INC. |
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| By: /s/ Mackey McFarlane |
By: /s/ Alexander Woods-Leo |
| Name: Mackey McFarlane |
Name: Alexander Woods-Leo |
| Title: Head of Investment Banking |
Title: Chief Executive Officer |
| Email: mmcfarlane@craftcm.com |
Email: paragonrentalsinc@gmail.com |
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Date: |