American Rebel Holdings Inc 2024年度报告

FORM 10-K/AAmendment No. 1 ☐ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934 For the fiscal year ended December 31, 2023 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934 For the transition period from __________ to __________ Commission file number001-41267 AMERICAN REBEL HOLDINGS, INC. (Exact name of registrant as specified in its charter) NEVADA47-3892903State or other jurisdiction(I.R.S. Employer 5115 Maryland Way, Suite 303Brentwood, Tennessee37027 (Address of principalexecutive offices)(Zip Code) Registrant’s telephone number, including area code: (833) 267-3235 Securities registered pursuant to Section 12(b) of the Act: Name of each exchange on which registeredThe Nasdaq Stock Market LLC The Nasdaq Stock Market LLC Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the SecuritiesAct. Yes☐No☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of theAct. Yes☐No☐ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) ofthe Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrantwas required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes☐No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to besubmitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or forsuch shorter period that the registrant was required to submit such files). Yes☐No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer,a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,”“accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the ExchangeAct. Accelerated filer☐Smaller reporting company☐Emerging growth company☐ Large accelerated filer☐Non-accelerated filer☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extendedtransition period for complying with any new or revised financial accounting standards provided pursuant to Section13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment ofthe effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financialstatements of the registrant included in the filing reflect the correction of an error to previously issued financialstatements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis ofincentive-based compensation received by any of the registrant’s executive officers during the relevant recoveryperiod pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in rule 12b-2 of the Exchange Act).Yes☐No☐ The aggregate market value of the voting and non-voting common equity held by non-affiliates was approximately$15,705,174 on June 30, 2023 based on the closing price per common share of $2.72 on that date. The number of shares of the registrant’s common stock issued and outstanding as of January 27, 2025, was2,345,406 shares. Documents incorporated by reference: None EXPLANATORY NOTE This Amendment No. 1 on Form 10-K (“Amendment No. 1”) amends the Annual Report of American RebelHoldings, Inc. (the “Company”) on Form 10-K for the years ended December 31, 2023 and 2022, as filed with theSecurities and Exchange Commission (the “SEC”) on April 12, 2024 (the “Original Filing”). We are filingAmendment No. 1 in connection with the reaudits of the years ended December 31, 2023 and 2022. On May 3, 2024, the SEC entered an order instituting settled administrative and cease-and-desist proceedingsagainst BF Borgers CPA PC (“Borgers”) and its sole audit partner, Benjamin F. Borgers CPA, permanently barringMr. Borgers and Borgers (collectively, “BF Borgers”) from appearing or practicing before the SEC as an accountant(the “Order”). As a result of the Order, BF Borgers may no longer serve as the Company’s independent registeredpublic accounting firm, nor can BF Borgers issue any audit reports included in Commission filings or provideconsents with respect to audit reports. As reported in the Current Report on Form 8-K filed with the Commission on May 6, 2024, in light of the Order, theAudit Commi