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UPLOAD Filing

AMERICAN REBEL HOLDINGS INC
Date: June 5, 2025 · CIK: 0001648087 · Accession: 0000000000-25-005940

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File numbers found in text: 333-286644

Date
June 5, 2025
Author
Division of
Form
UPLOAD
Company
AMERICAN REBEL HOLDINGS INC

Letter

Re: AMERICAN REBEL HOLDINGS INC Amendment No. 1 to Registration Statement on Form S-1 Filed June 3, 2025 File No. 333-286644 Dear Corey Lambrecht:

June 5, 2025

Corey Lambrecht Chief Operating Officer and Director AMERICAN REBEL HOLDINGS INC 5115 Maryland Way, Suite 303 Brentwood, TN 37027

We have reviewed your amended registration statement and have the following comments.

Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments.

Amendment No. 1 to Registration Statement on Form S-1 Security Ownership of Certain Beneficial Owners and Management, page 21

1. We note that the presentation in this table assumes the conversion of the Series A Preferred Stock into shares of Common Stock. Since each share of Series A Preferred Stock is entitled to cast 1,000 votes per share, but is convertible into 500 shares of Common Stock, your presentation does not appear to accurately reflect the current beneficial ownership of your voting securities. Please revise the disclosure in the table and where appropriate throughout the prospectus to reflect the beneficial ownership of your voting securities consistent with Item 403(a) of Regulation S-K. In addition, please revise your disclosure in the column titled "Percentage of Common Stock Outstanding" to reflect each of Messrs. Ross, Grau and Lambrecht's voting percentages as individuals. You should continue to present all directors and officers as June 5, 2025 Page 2

a group in the final row of the table. Incorporation of Certain Information By Reference, page 35

2. Please revise this section to incorporate by reference the amended annual report on Form 10-K/A filed April 30, 2025, the quarterly report on Form 10-Q filed May 15, 2025, and the current report on Form 8-K filed May 30, 2025. Please contact Erin Purnell at 202-551-3454 with any questions.

Sincerely,
Division of
Corporation Finance
Office of
Manufacturing

Show Raw Text
<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 5, 2025

Corey Lambrecht
Chief Operating Officer and Director
AMERICAN REBEL HOLDINGS INC
5115 Maryland Way, Suite 303
Brentwood, TN 37027

 Re: AMERICAN REBEL HOLDINGS INC
 Amendment No. 1 to
 Registration Statement on Form S-1
 Filed June 3, 2025
 File No. 333-286644
Dear Corey Lambrecht:

 We have reviewed your amended registration statement and have the
following
comments.

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.

Amendment No. 1 to Registration Statement on Form S-1
Security Ownership of Certain Beneficial Owners and Management, page 21

1. We note that the presentation in this table assumes the conversion of
the Series A
 Preferred Stock into shares of Common Stock. Since each share of Series
A Preferred
 Stock is entitled to cast 1,000 votes per share, but is convertible into
500 shares of
 Common Stock, your presentation does not appear to accurately reflect
the current
 beneficial ownership of your voting securities. Please revise the
disclosure in the table
 and where appropriate throughout the prospectus to reflect the
beneficial ownership of
 your voting securities consistent with Item 403(a) of Regulation S-K. In
addition,
 please revise your disclosure in the column titled "Percentage of Common
Stock
 Outstanding" to reflect each of Messrs. Ross, Grau and Lambrecht's
voting
 percentages as individuals. You should continue to present all directors
and officers as
 June 5, 2025
Page 2

 a group in the final row of the table.
Incorporation of Certain Information By Reference, page 35

2. Please revise this section to incorporate by reference the amended
annual report on
 Form 10-K/A filed April 30, 2025, the quarterly report on Form 10-Q
filed May 15,
 2025, and the current report on Form 8-K filed May 30, 2025.
 Please contact Erin Purnell at 202-551-3454 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
</TEXT>
</DOCUMENT>