SecProbe.io

September 22, 2025
Charles A. Ross Jr.
Chief Executive Officer
AMERICAN REBEL HOLDINGS INC
5115 Maryland Way, Suite 303
Brentwood, Tennessee 37027
Re:AMERICAN REBEL HOLDINGS INC
Registration Statement on Form S-1
Filed September 9, 2025
File No. 333-290119
Dear Charles A. Ross Jr.:
            We have conducted a limited review of your 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.
Registration Statement on Form S-1 filed September 9, 2025
General
1.We note that on behalf of your selling stockholders, you are registering the resale of
up to 1,878,336 shares of "Common Stock underlying Series D Convertible Preferred
Stock previously issued or issuable upon conversion of outstanding OID Notes."
Please clarify if this means you are registering the resale of shares issuable upon
exercise of Series D Convertible Preferred Stock that is not yet outstanding and will
not be outstanding until the selling stockholder converts outstanding OID Notes. If
this is so, it does not appear appropriate at this time to register to the resale of
associated common stock. Please revise your registration statement accordingly, or
provide us with an analysis addressing why you are able to register these shares at this
time. Refer generally to Securities Act Compliance Disclosure Interpretation 139.11.

September 22, 2025
Page 2
2.The disclosure throughout the filing relating to the amount of shares is confusing. For
example, on the cover pager, you disclose that the registration statement covers two
sets of shares of common stock in paragraphs (ii) and (iii) [(ii) 414,500 Shares of
Common Stock and 699,680 Shares of Common Stock issuable upon exercise of
Prefunded warrants (the “Prefunded Warrants”) issued upon conversion and
settlement of a previously outstanding note, and (iii) 426,155 Shares of Common
Stock and 1,183,191 Shares of Common Stock issuable upon exercise of Prefunded
Warrants issued for the acquisition of membership interests from a third-party limited
liability company]. What is the reason for separating the 414,550 and 426,115 shares
of common stock rather than aggregating these as 840,665 shares?
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Erin Donahue at 202-551-6063 or Jay Ingram at 202-551-3397 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing