Correspondence 0001493152-24-007547 from AMERICAN REBEL HOLDINGS INC (AREB)
AMERICAN REBEL HOLDINGS INC
Date: Feb. 22, 2024 · CIK: 0001648087 · Accession: 0001493152-24-007547
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 024-12357
Referenced dates: December 8, 2023
Letter
VIA EDGAR Division of Corporation Finance Office of Manufacturing United States Securities and Exchange Commission Washington, DC 20549 Re: American Rebel Holdings, Inc. Offering Statement on Form 1-A File No. 024-12357 Filed on November 13, 2023
Dear Mr. Fullem:
We have set forth below the responses of American Rebel Holdings, Inc. (“American Rebel” or the “Company”) to the comments contained in the comment letter dated December 8, 2023 from the staff of the Securities and Exchange Commission (the “Staff”). The Company is concurrently filing via EDGAR Amendment No. 1 to Registration Statement on Form 1-A (the “Registration Statement”). The Registration Statement reflects the Company’s responses to the Staff’s comments. To expedite your review, we are also filing the Registration Statement marked to show changes from the filing on November 13, 2023. All page references in the Company’s responses are to the marked copies of the Registration Statement. For ease of reference, we reproduce below the relevant comments, and include under each comment the Company’s response.
Offering Statement on Form 1-A filed November 13, 2023
General
1. Comment: Revise your offering circular, including the cover page, to clearly disclose that the securities you are offering and seeking to qualify under Regulation A to include the Common Stock available upon conversion of the Series C Redeemable Convertible Preferred Stock. State the maximum amount of securities issuable upon the conversion of any convertible securities and the fixed rate at which such conversion will occur. Your revisions should include updating the tabular disclosure on your cover page showing the “Securities Offered by the Company” and revising Item 4 of Part I of your Form 1-A offering statement.
Response: The Registration Statement has been revised to disclose the maximum number of shares of Common Stock available upon conversion of the Series C Redeemable Convertible Preferred Stock is 13,333,330 shares, assuming all shares of Series C Redeemable Convertible Preferred Stock are sold.
Mr. Patrick Fullem
Division of Corporation Finance
Office of Manufacturing
United States Securities and Exchange Commission
February 22, 2024
Page
2. Comment: We note your Form 8-K filed on October 27, 2023 concerning the notification of potential delisting from the Nasdaq Stock Market LLC. Please revise to include relevant disclosure concerning the notification.
Response: The Registration Statement has been revised to include disclosure of the potential delisting from the Nasdaq Stock Market LLC.
Plan of Distribution
Exchange Listing, page 81
3. Comment: We note your disclosure here and on the cover page that you intend to apply to have the Series C Preferred Stock listed on the Nasdaq Capital Market. We also note on page 26 your disclosure that you have no current plans to pursue a public market for the Series C Preferred Stock. Please revise or advise.
Response: We have revised the risk factor disclosures on page 26 of the Registration Statement to disclose the Company’s intention to list the Series C Preferred Stock on the Nasdaq Capital Market following the final closing.
Forum Selection Provision, page 87
4. Comment: We note your disclosure that the subscription agreement contains an exclusive forum provision. It does not appear Exhibit 4.1 contains an exclusive forum provision. Please revise or advise. If the subscription agreement does contain an exclusive forum provision, please revise to include appropriate risk factor disclosure.
Response: We have revised Exhibit 4.1 to include an exclusive forum provision and added a risk factor disclosing the provision.
Exhibits
5. Comment: We note a number of exhibits that are not text-searchable. Please refile your exhibits in the proper text-searchable format. Please refer to Section 5.2.3.6 of the EDGAR Filer Manual (Volume II) and Item 301 of Regulation S-T.
Response: We have refiled exhibits in the proper text-searchable format.
If you have any questions or comments concerning the matters discussed above, please call the undersigned at 702-714-0889.
Respectfully
submitted,
/s/
Anthony N. DeMint
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CORRESP
1
filename1.htm
DeMint
Law, PLLC
Anthony
N. DeMint
Managing
Member
3753
Howard Hughes Parkway
Direct
Dial:
(702)
714-0889
Second
Floor, Suite 314
Cellular:
(702)
232-4842
Las
Vegas, Nevada 89169
email:
anthony@demintlaw.com
February
22, 2024
VIA
EDGAR
Mr.
Patrick Fullem
Division
of Corporation Finance
Office
of Manufacturing
United
States Securities and Exchange Commission
100
F Street, N.E.
Washington,
DC 20549
Re: American
Rebel Holdings, Inc.
Offering Statement on Form 1-A
File
No. 024-12357
Filed
on November 13, 2023
Dear
Mr. Fullem:
We
have set forth below the responses of American Rebel Holdings, Inc. (“American Rebel” or the “Company”) to the
comments contained in the comment letter dated December 8, 2023 from the staff of the Securities and Exchange Commission (the “Staff”).
The Company is concurrently filing via EDGAR Amendment No. 1 to Registration Statement on Form 1-A (the “Registration Statement”).
The Registration Statement reflects the Company’s responses to the Staff’s comments. To expedite your review, we are also
filing the Registration Statement marked to show changes from the filing on November 13, 2023. All page references in the Company’s
responses are to the marked copies of the Registration Statement. For ease of reference, we reproduce below the relevant comments, and
include under each comment the Company’s response.
Offering
Statement on Form 1-A filed November 13, 2023
General
1.
Comment: Revise your offering circular, including the cover page, to clearly disclose that the securities you are offering and seeking
to qualify under Regulation A to include the Common Stock available upon conversion of the Series C Redeemable Convertible Preferred
Stock. State the maximum amount of securities issuable upon the conversion of any convertible securities and the fixed rate at which
such conversion will occur. Your revisions should include updating the tabular disclosure on your cover page showing the “Securities
Offered by the Company” and revising Item 4 of Part I of your Form 1-A offering statement.
Response:
The Registration Statement has been revised to disclose the maximum number of shares of Common Stock available upon conversion of
the Series C Redeemable Convertible Preferred Stock is 13,333,330 shares, assuming all shares of Series C Redeemable Convertible Preferred
Stock are sold.
Mr.
Patrick Fullem
Division
of Corporation Finance
Office
of Manufacturing
United
States Securities and Exchange Commission
February
22, 2024
Page
2
2.
Comment: We note your Form 8-K filed on October 27, 2023 concerning the notification of potential delisting from the Nasdaq Stock
Market LLC. Please revise to include relevant disclosure concerning the notification.
Response:
The Registration Statement has been revised to include disclosure of the potential delisting from the Nasdaq Stock Market LLC.
Plan
of Distribution
Exchange
Listing, page 81
3.
Comment: We note your disclosure here and on the cover page that you intend to apply to have the Series C Preferred Stock listed
on the Nasdaq Capital Market. We also note on page 26 your disclosure that you have no current plans to pursue a public market for the
Series C Preferred Stock. Please revise or advise.
Response:
We have revised the risk factor disclosures on page 26 of the Registration Statement to disclose the Company’s intention to
list the Series C Preferred Stock on the Nasdaq Capital Market following the final closing.
Forum
Selection Provision, page 87
4.
Comment: We note your disclosure that the subscription agreement contains an exclusive forum provision. It does not appear Exhibit
4.1 contains an exclusive forum provision. Please revise or advise. If the subscription agreement does contain an exclusive forum provision,
please revise to include appropriate risk factor disclosure.
Response:
We have revised Exhibit 4.1 to include an exclusive forum provision and added a risk factor disclosing the provision.
Exhibits
5.
Comment: We note a number of exhibits that are not text-searchable. Please refile your exhibits in the proper text-searchable format.
Please refer to Section 5.2.3.6 of the EDGAR Filer Manual (Volume II) and Item 301 of Regulation S-T.
Response:
We have refiled exhibits in the proper text-searchable format.
If
you have any questions or comments concerning the matters discussed above, please call the undersigned at 702-714-0889.
Respectfully
submitted,
/s/
Anthony N. DeMint
Anthony
N. DeMint
cc:
Mr.
Charles A. Ross, Jr., American Rebel Holdings, Inc.