Nukkleus (NUKKW) 8-K Material Modifications to Rights of Security Holders

Exhibit 3.3

CERTIFICATE OF AMENDMENT
OF
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
Nukkleus Inc.
a Delaware corporation

Nukkleus Inc., a Delaware corporation, organized and existing under and by virtue of the Delaware General Corporation Law (the “DGCL”), does hereby certify that:

FIRST: The name of the corporation is Nukkleus Inc. (the “Corporation”).

SECOND: The Board of Directors of the Corporation (the “Board of Directors”) has duly adopted resolutions proposing and declaring advisable the following amendment to the Amended and Restated Certificate of Incorporation of the Corporation (the “Certificate of Incorporation”), directing that said amendment be submitted to the stockholders of the Corporation for consideration thereof, and authorizing the Corporation to execute and file with the Secretary of State of the State of Delaware this Certificate of Amendment of Amended and Restated Certificate of Incorporation (this “Certificate of Amendment”).

THIRD: Upon the effectiveness of this Certificate of Amendment pursuant to the DGCL, Article IV of the Certificate of Incorporation is hereby amended by replacing Section 4.1 as follows:

“Section 4.1 Authorized Capital Stock. The total number of authorized shares which the Corporation is authorized to issue is 150,000,000 shares of Common Stock having a par value of $0.0001 per share (the “Common Stock”) and 15,000,000 shares of preferred stock having a par value of $0.0001 per share (the “Preferred Stock”).”

FOURTH: This Certificate of Amendment has been duly approved by the Board of Directors in accordance with the applicable provisions of Section 242 of the DGCL.

FIFTH: This Certificate of Amendment has been duly approved by the stockholders of the Corporation in accordance with the applicable provisions of Section 228 of the DGCL.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be executed by the undersigned, and the undersigned has executed this Certificate of Amendment and affirms the foregoing as true under penalty of perjury this 18th day of October, 2024.

By:	/s/ Menachem Shalom
Name:	Menachem Shalom
Title:	CEO