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]

Core Insights - American Rebel Holdings, Inc. has made a strategic 19% minority investment in Schmitty's Herbal Snuff and Pouches, aiming to expand its portfolio of high-growth consumer products aligned with patriotic values [2][4][26] - The partnership is expected to leverage Schmitty's existing retail placements and distribution, targeting a near-term U.S. wholesale market opportunity estimated at $40–50 million [5][13] - American Rebel is focused on building a multi-category consumer powerhouse by identifying strong brands that reflect American values and amplifying them through its growing distribution network [7][26] Company Overview - American Rebel is known as "America's Patriotic Brand," with a diverse portfolio that includes American Rebel Beer, branded safes, personal security products, and now smokeless alternatives [3][26][27] - Schmitty's offers a range of tobacco-free, nicotine-free smokeless products, including Original Snuff, Original Pouches, and Original Energy Pouches, all made in the USA [10][25][26] Market Opportunity - The U.S. smokeless alternative and oral products market exceeds $10 billion annually, with millions of adult users expressing a desire to switch from traditional tobacco products [18][22] - The collaboration between American Rebel and Schmitty's is designed to accelerate revenue growth and position both companies for broader multi-category consumer product opportunities [5][13] Product Highlights - Schmitty's products are marketed as "Good Snuff, No Bad Stuff," emphasizing their all-natural tea base and absence of harmful chemicals, tobacco, and nicotine [11][15][22] - The product lineup includes various flavors and functional innovations, such as Energy and Sleep pouches, catering to wellness-minded consumers [21][22][25] Strategic Goals - The initial focus of the partnership will be on expanding Schmitty's retail footprint and exploring licensing opportunities under America's Patriotic Brand [4][13] - American Rebel plans to continue identifying and partnering with other aligned products to enhance its portfolio and retail presence [6][7]

As filed with the Securities and Exchange Commission on September 8, 2025. Registration No. 333-[*] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 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 Incorporation or Organization) (Primary Standard Industrial (I.R.S. Employer Identification No.) 5115 Maryland Way, Suite 303 Brentwood, ...

Core Insights - American Rebel Light Beer has achieved a remarkable 10% market penetration in Indiana within four weeks of its launch, marking it as the brand's most successful launch to date [1][4] - The brand is experiencing strong consumer demand and repeat orders from retailers, indicating a positive reception in a declining beer market [4][7] Distribution and Execution - Zink Distributing, the largest Anheuser-Busch wholesaler in Indiana, has played a crucial role in the successful launch, known for its operational excellence and community commitment [2][3] - The collaboration has resulted in American Rebel securing placements in hundreds of Off-Premise accounts across Zink's territory [4] Sales Performance - American Rebel is averaging 17 cases per point of distribution in On-Premise accounts, which is more than triple the volume seen in Off-Premise, indicating strong consumer engagement [5] - The 16 oz "Stand Tall, Stand Proud and Be Loud" tall boys account for nearly 75% of total volume sold since launch, outperforming traditional packaging formats [6][7] Brand Positioning - American Rebel Light Beer is marketed as a premium domestic light lager with 110 calories, appealing to consumers who value freedom and authenticity [9][14] - The brand's patriotic messaging resonates well with its target audience, contributing to its rapid market traction [4][9] Strategic Marketing - The launch is strategically aligned with sponsorships of high-profile events, such as the 71st annual Cornwell Quality Tools NHRA U.S. Nationals, enhancing brand visibility [8] - Zink Distributing's effective retail execution and promotional activities have solidified American Rebel's presence in key markets [8][10]

Core Viewpoint - American Rebel Holdings, Inc. clarifies that no new amended registration statement on Form S-1 was filed on August 28, 2025, and that previous filings were mischaracterized by media reports [1][2][7] Company Clarification - The S-1/A in question was filed on June 3, 2025, under Registration No. 333-286644, and was declared effective on June 27, 2025 [2][4] - The misleading media post caused confusion among investors, prompting the company to take immediate corrective action [2][7] Communication Commitment - The CEO of American Rebel emphasized the importance of accuracy and transparency in disclosures, encouraging reliance on official SEC filings and company press releases for current information [2][7] - The company is committed to timely and clear communication with investors and media [2][6] Company Background - American Rebel Holdings, Inc. operates as a diversified patriotic lifestyle company, initially focusing on branded safes and personal security products, and has expanded into the beverage market with the launch of American Rebel Light Beer [5]

Core Viewpoint - American Rebel Holdings, Inc. has submitted a request for a hearing before a Nasdaq Hearings Panel to address its noncompliance with listing standards, specifically regarding stockholders' equity [1][2]. Group 1: Hearing and Compliance - The hearing is scheduled for September 30, 2025, and the timely request for a hearing prevents any immediate suspension of trading or delisting actions [1][2]. - The CEO of American Rebel emphasized the company's focus on operational execution and plans to present a strategy to improve stockholders' equity during the hearing [2]. Group 2: Actions to Strengthen Stockholders' Equity - Since June 30, 2025, the company has undertaken several actions to enhance stockholders' equity, including the conversion of approximately $1.76 million of outstanding debt into equity and the issuance of $2.0 million of preferred equity [3][6]. - The company aims to satisfy Nasdaq's minimum stockholders' equity requirement of $2.5 million through these actions [3]. Group 3: Stockholders' Equity Trends - The total stockholders' equity (deficit) has shown improvement, with a reported deficit of $(3,127,891) as of June 30, 2025, reflecting an improvement of approximately $4.88 million compared to $(8,012,673) as of March 31, 2025 [4][13]. - Historical data indicates a trend of increasing deficits, with the most significant deficit reported as $(7,631,882) at the end of 2024 [4][13]. Group 4: Corporate Background - American Rebel Holdings, Inc. is a diversified patriotic lifestyle company that has expanded from designing branded safes and personal security products to include offerings in beer and apparel [8]. - The launch of American Rebel Light Beer has been noted as a significant success for the company [8].

Core Viewpoint - American Rebel Light Beer is positioned as a patriotic lifestyle beer and will be prominently featured at the 71st annual Cornwell Quality Tools NHRA U.S. Nationals in Indianapolis, enhancing brand visibility and engagement with racing fans [1][19]. Group 1: Event Sponsorship and Brand Activation - American Rebel Light Beer serves as the official beer sponsor for the NHRA U.S. Nationals, the most prestigious drag racing event globally, taking place from August 27 to September 1, 2025 [1][2]. - The brand will have a significant presence throughout Indianapolis during race week, with activations in bars, liquor stores, and at the race track, reinforcing its market momentum [3][4]. - Five premier liquor stores near Lucas Oil Raceway will feature extensive American Rebel Light Beer displays, including branded coolers and race-week specials, aimed at increasing brand visibility and consumer trial [5]. Group 2: Retail and Distribution Partnerships - New retail partners have been added to expand American Rebel Light Beer's footprint in Indianapolis, ensuring availability for fans at various locations [7]. - Zink Distributing, a key partner, has played a crucial role in preparing the market for the event, enhancing the brand's presence and execution in the city [8][10]. - The distribution agreement with Zink Distributing covers 14 central Indiana counties, including Indianapolis, facilitating a broader reach for American Rebel Light Beer [9]. Group 3: Brand Identity and Messaging - American Rebel Light Beer is marketed as a celebration of freedom and traditional American values, appealing to consumers who appreciate country, competition, and community [12][13]. - The beer is described as a premium domestic light lager, with approximately 100 calories, 3.2 carbohydrates, and 4.3% alcohol content per 12 oz serving, catering to health-conscious consumers [20]. - The brand's CEO, Andy Ross, will perform live music at the event, further enhancing the brand's identity and connection with fans [11].

Core Insights - American Rebel Holdings, Inc. has announced a strategic distribution partnership with Budweiser of Asheville, Inc. to enhance its market presence in Western North Carolina, a region known for its strong beer culture [1][2][4] - The partnership aligns with American Rebel's growth strategy to collaborate with established distributors that share its commitment to quality and authenticity [1][6] Company Overview - American Rebel Light Beer was launched in September 2024 and has rapidly expanded its distribution network to 14 states, including Tennessee, Connecticut, Kansas, Kentucky, Ohio, Iowa, Missouri, North Carolina, Florida, Indiana, Virginia, Mississippi, Minnesota, and now Western North Carolina [6][8] - The brand emphasizes "better for you" ingredients and aims to become one of America's next iconic beverage brands, showcasing a patriotic spirit [7][8] Distribution Partner Profile - Budweiser of Asheville, Inc. has been a key player in Western North Carolina's beverage market since its founding in 1967 and is recognized for its strong community engagement and service [2][4] - The distributor covers a 12-county area, including Asheville, Hendersonville, and Waynesville, and has a reputation for deep market knowledge and strong relationships with local retailers [2][4] Product Characteristics - American Rebel Light Beer is a premium domestic light lager with approximately 100 calories, 3.2 grams of carbohydrates, and 4.3% alcohol content per 12 oz serving, crafted without added supplements or common sweeteners [9] - The brand positions itself as a refreshing option for consumers seeking a balanced lifestyle while enjoying quality beer [9] Leadership Commentary - Todd Porter, President of American Rebel Beverage, highlighted the importance of securing top distributors for successful beverage launches and expressed optimism about account growth for the remainder of the year and into 2026 [5] - CEO Andy Ross emphasized the brand's identity as a symbol of American heritage and pride, aiming to resonate with consumers who value patriotism [7][8]