Core Viewpoint - American Rebel Holdings, Inc. has announced a 1-for-20 reverse stock split to enhance compliance with Nasdaq requirements, improve liquidity, and attract institutional investors without negatively impacting the economic value for shareholders [1][2][4]. Group 1: Reverse Stock Split Details - The reverse stock split will take effect on October 3, 2025, with the final post-split price determined based on the last traded price before the market closes on October 2, 2025 [2][10]. - As of October 1, 2025, the company had approximately 11.3 million shares outstanding, which will be reduced to about 563,000 shares immediately after the split, before adjustments for round lot protections [5][19]. - The company expects that after applying round lot protections, approximately 1 million shares will be added back into circulation, creating a temporary ultra-low float scenario that may increase trading activity and price volatility [5][19]. Group 2: Shareholder Protections - The company has implemented special protections for shareholders holding between 100 and 1,999 shares, ensuring they retain at least 100 shares post-split [2][6]. - Any fractional shares resulting from the split will be rounded up to the nearest whole share, providing additional security for retail investors [8][20]. - Shareholders do not need to take any action as brokers will adjust accounts in coordination with the company's transfer agent [8][9]. Group 3: Compliance and Market Position - American Rebel has not received a deficiency notice from Nasdaq regarding its minimum bid price requirement and is taking proactive measures to ensure compliance [3][21]. - The company appeared before a Nasdaq panel to address stockholder equity deficiencies and has undertaken various transactions to position itself above the $2.5 million minimum stockholder equity threshold required by Nasdaq [22][23].

Core Points - American Rebel Holdings, Inc. celebrates Matt Hagan's victory at the NHRA Midwest Nationals, marking a significant moment for both the driver and the brand [1][2] - Hagan's win is his second of the season and the first with American Rebel Beer as the primary sponsor in 2025, highlighting the brand's growing presence in motorsports [2][6] - The victory reinforces the alignment between American Rebel's branding and the NHRA community, emphasizing values of freedom and high-octane performance [9][14] Company Performance - Hagan qualified No. 2 with a time of 3.868 ET at 329.91 mph and advanced through eliminations with consistent performance, culminating in a final time of 3.979 ET at 329.34 mph [4] - Hagan now ranks second in the Funny Car championship standings, just 20 points behind the leader, with three races remaining in the Countdown to the Championship [6] - The win adds to Hagan's legacy, marking his third Wally at the NHRA Midwest Nationals and his 54th career win [2][7] Brand Engagement - The event showcased American Rebel's partnership with Tony Stewart Racing, with the brand being featured prominently across multiple racing classes [12][14] - CEO Andy Ross highlighted the synergy between the brand and the NHRA community, noting the strong consumer connections fostered through motorsports [9][14] - The weekend included live performances and significant brand visibility, enhancing American Rebel's patriotic identity and consumer engagement [12][13] Product Information - American Rebel Light Beer, launched in September 2024, is positioned as a premium domestic light lager with approximately 100 calories and 4.3% alcohol content per 12 oz serving [18] - The beer is marketed as a celebration of freedom and quality, appealing to consumers who prefer a balanced lifestyle without added supplements [17][18] - The brand has expanded its availability across multiple states, enhancing its market presence and consumer reach [18]

Core Viewpoint - American Rebel Holdings, Inc. is implementing a reverse stock split to enhance its stock's marketability and attractiveness to investors, effective October 3, 2025 [1][5]. Group 1: Reverse Stock Split Details - The reverse stock split will consolidate every 20 shares into 1 new share, taking effect at 12:00 a.m. Eastern Time [2][5]. - The stock will continue to trade under the symbol "AREB" but will have a new CUSIP number, 02919L703 [2]. Group 2: Current Stock Performance - Currently, AREB is priced at $1.31, reflecting a notable increase of 27.28% or $0.28 [3]. - The stock has shown volatility, with a daily trading range between $1.03 and $1.55, and over the past year, it has fluctuated between a high of $193.50 and a low of $0.515 [3]. Group 3: Market Capitalization and Compliance - American Rebel's market capitalization is approximately $9.83 million, with a trading volume of 7,257,858 shares [4]. - The company has not received any deficiency notice from Nasdaq regarding the bid price rule, indicating compliance and suggesting that the reverse stock split is a proactive measure [4][5].

Financial Stability and Restructuring - American Rebel Holdings, Inc. has resolved its default with Bank of America, eliminating foreclosure risks and securing long-term financing flexibility through a new agreement with Streeterville Capital, LLC, which strengthens its balance sheet by removing legal risks and consolidating debt under a restructured facility [1][6] - The new financial structure includes a seven-year convertible exchange note with equity settlement features, allowing the company to focus on growth without the burden of annual cash interest obligations [2] Financial Position - The company reports total assets of approximately $15 million and total liabilities of around $18 million, resulting in a negative stockholders' equity of approximately $3.1 million [3][6] - Cash and cash equivalents stand at about $457,000, with account payables of approximately $3 million and net receivables around $1.5 million [3] Strategic Investments - American Rebel has made a strategic investment in Damon Inc., acquiring a $2 million interest in a secured promissory note, aligning with its commitment to capital discipline and asset-backed positioning [4][6] - Damon Inc. is a leader in the electric motorcycle market, focusing on hardware innovation and AI-driven rider intelligence, with its flagship models featuring advanced rider-assistance systems [5]

Core Insights - Champion Safe Company is showcasing its high-security safes at the Maricopa County Home Show, enhancing brand visibility and engaging with potential customers [1][2][3] Company Overview - Champion Safe Company is a subsidiary of American Rebel Holdings, Inc., specializing in high-quality safes made from 100% American-made steel, featuring a lifetime warranty [7] - The company has over 25 years of experience in safe manufacturing, focusing on security and fire protection [7] Marketing and Sales Strategy - Participation in consumer shows like the Maricopa County Home Show is crucial for Champion's outreach, allowing direct interaction with homeowners and builders [3] - The event helps demonstrate the build quality of safes and address customer inquiries, reinforcing the brand's reputation for being "Overbuilt, Not Overpriced" [3] - Champion aims to expand awareness of its product range, including vault doors, which is a growing segment in the security market [3] Retail Presence - Arizona Safe Outlet, a retailer owned by Champion, serves as a primary destination for safes in Arizona, offering a full lineup of Champion products [4] - The outlet provides professional delivery and installation services, enhancing customer confidence in their purchases [4][5] Customer Engagement - Arizona Safe Outlet features knowledgeable staff who assist customers in selecting the right safe for various needs, from firearms to valuables [5] - The showroom experience is designed to provide customers with a comprehensive understanding of their options [5]

Core Insights - American Rebel Holdings, Inc. has successfully resolved its default with Bank of America, eliminating legal risks and strengthening its balance sheet [1][2][6] - The company has consolidated its financing under a new long-term agreement with Streeterville Capital, enhancing operational flexibility and positioning for future growth [1][4][5] Financial Restructuring - The resolution of the default includes full repayment of the outstanding line of credit with Bank of America, which has closed all related litigation [6] - Foreclosure risks against Champion Safe Co. and other subsidiaries have been eliminated, protecting valuable assets [6] - The company has restructured its debt under a facility with Streeterville Capital, including a seven-year convertible exchange note with a principal balance of approximately $6.58 million maturing in June 2027 and a new $1.3 million convertible exchange note maturing in 2032 [6][10] Strategic Partnerships - American Rebel has built a strategic relationship with Streeterville Capital, completing multiple transactions since June 2025, including a $2 million investment in Damon Inc., which focuses on electric motorcycles [1][9] - The investment in Damon Inc. allows American Rebel to participate in secured creditor rights while maintaining operational flexibility [10] Operational Impact - The restructuring has lifted the burden of interest payments, allowing the company to allocate resources towards expanding its product portfolio, including safes, concealed carry gear, and American Rebel Beer [7][11] - The resolution of litigation and release of liens has strengthened the company's financial foundation, enhancing shareholder value and investor confidence [11]

Core Viewpoint - American Rebel Light Beer is leveraging its partnership with Tony Stewart Racing to enhance brand visibility and consumer engagement at the NHRA Midwest Nationals, showcasing its patriotic branding on multiple racing vehicles and featuring a live performance by CEO Andy Ross [1][2][3]. Group 1: Brand Presence and Marketing Strategy - American Rebel Light Beer is prominently featured on Tony Stewart's Top Fuel dragster, Matt Hagan's Funny Car, and John Hall's Pro Stock Motorcycle during the NHRA Midwest Nationals, which includes multiple qualifying sessions and elimination rounds [1]. - The partnership with Tony Stewart Racing has facilitated American Rebel's distribution in 15 states, significantly expanding its market presence and consumer reach [2]. - The brand aims to connect with consumers who value freedom and patriotism through national TV exposure and grassroots engagement [2]. Group 2: Event Highlights and Performance - CEO Andy Ross will perform between qualifying rounds on Saturday, bringing a patriotic rock and roll experience to the event, which aligns with the brand's identity [3]. - The NHRA Midwest Nationals is the 17th race in the NHRA Mission Foods Drag Racing Series, with Tony Stewart currently ranked 4th in Top Fuel, Matt Hagan 2nd in Funny Car, and John Hall 6th in Pro Stock Motorcycle, indicating competitive standings [4]. Group 3: Product Information - American Rebel Light Beer is marketed as a premium domestic light lager, containing approximately 100 calories, 3.2 carbohydrates, and 4.3% alcohol by volume per 12 oz serving, appealing to health-conscious consumers [13]. - The beer is brewed without added supplements and does not contain corn, rice, or sweeteners, differentiating it from mass-produced beers [13]. Group 4: Company Background - American Rebel Holdings, Inc. has evolved from a designer of branded safes to a diversified patriotic lifestyle company, now including beer, apparel, and accessories in its product offerings [10]. - The company launched American Rebel Light Beer in September 2024, expanding its product line and market presence [12].

Registration No. 333-290119 As filed with the Securities and Exchange Commission on September 25, 2025. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Amendment No. 1 To FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AMERICAN REBEL HOLDINGS, INC. (Exact name of registrant as specified in its charter) | Nevada | 7372 | 47-3892903 | | --- | --- | --- | | (State or Other Jurisdiction of | (Primary Standard Industrial | (I.R.S. Employer | | Incorporation or Organization) ...

Core Viewpoint - American Rebel Holdings, Inc. will implement a reverse stock split at a ratio of 1-for-20, effective October 3, 2025, to enhance marketability and ensure compliance with Nasdaq's minimum bid price requirement [1][3][4]. Group 1: Reverse Stock Split Details - The reverse stock split will reduce the number of outstanding shares from approximately 10.2 million to about 514 thousand [6]. - The new CUSIP number for the Common Stock post-split will be 02919L703, and it will continue to trade under the symbol "AREB" on Nasdaq [3][4]. - No fractional shares will be issued; all fractional interests will be rounded up to the nearest whole number, ensuring that shareholders holding 100 or more shares will retain at least 100 shares post-split [4][5]. Group 2: Compliance and Marketability - The reverse stock split aims to increase the share price, making the stock more eligible for trading on certain platforms and ensuring compliance with Nasdaq's minimum bid price requirement of $1.00 per share [3][4]. - The Company has not received any deficiency notice regarding the bid price rule from Nasdaq as of the date of the press release [2]. Group 3: Shareholder Protection - The Company is committed to protecting the interests of shareholders, particularly those holding round lots of 100 or more shares, ensuring they do not lose their status as round lot holders [5]. - Securities Transfer Corporation will act as the exchange agent for the reverse stock split, and stockholders need not take any action if their shares are held in book-entry form or brokerage accounts [8][10]. Group 4: Company Overview - American Rebel Holdings, Inc. operates as a designer, manufacturer, and marketer of branded safes and personal security products, and has recently entered the beverage industry with the introduction of American Rebel Light Beer [11].

Core Insights - American Rebel Holdings, Inc. has acquired a 30% ownership interest in 218 LLC, which owns the property at 218 3rd Avenue North, Nashville, Tennessee, to enhance stockholder equity and support long-term strategic goals [1][2][19] - The acquisition is structured through the issuance of 280,000 shares of Series D Convertible Preferred Stock, valued at $2.1 million, which is expected to improve the company's balance sheet and stockholder equity [2][3][7] - The property will serve as the future corporate headquarters and a venue for showcasing the American Rebel brand, enhancing its presence in Nashville [4][17] Transaction Structure - The transaction was initially planned as a direct real estate purchase but has been restructured to acquire 100% of the membership interests in the LLC, preserving the appraised value of $14.1 million [1][19] - This structure allows American Rebel to avoid direct real estate purchase liabilities and leverage equity instruments for funding, minimizing immediate cash dilution [7][19] - The building has historically operated on a cash-flow-positive basis, with the first floor leased to the Black Rabbit restaurant and the upper floors functioning as high-end short-term rental units [5][10] Strategic Importance - The acquisition is viewed as a strategic leap forward, positioning the company to execute its vision of creating a branded headquarters and immersive experiences for guests [4][16] - The property is strategically located near several American Rebel accounts and high-profile venues, reinforcing its importance as a revenue-generating asset and business development hub [17][20] - The company plans to enhance the short-term rental units with American Rebel branding, creating a seamless guest experience that promotes the American Rebel Light Beer [15][16] Financial Impact - The transaction is expected to immediately improve stockholder equity through the issuance of preferred equity tied to a tangible, cash-flow-positive asset [2][7] - The strategic move aligns with Nasdaq listing requirements, aiming to strengthen the company's equity position while maintaining flexibility [2][3] - The company filed a Form 8-K with the SEC to clarify the transaction mechanics, confirming that the building remains the sole asset of the LLC [18][19]