美国叛乱控股公司美股招股说明书(2025-10-02版)

American Rebel Holdings, Inc. 4,601,862Shares of Common Stock This prospectus relates to the offering and resale by of up to 4,601,862 shares (the “Shares”) of common stock, $0.001 par value(“Common Stock”) of American Rebel Holdings, Inc. (the “Company”) by the selling stockholders (the “Selling Stockholders”)identified in this prospectus under “Selling Stockholders”, consisting of (i) 1,878,336 Shares of Common Stock underlying Series DConvertible Preferred Stock previously issued or issuable upon conversion of outstanding OID Notes, (ii) 840,000 Shares of CommonStock issued upon conversion and settlement of a previously outstanding note and issued for the acquisition of membership interestsfrom a third-party limited liability company, and (iii) 1,882,871 Shares of Common Stock issuable upon exercise of Prefundedwarrants (the “Prefunded Warrants”) issued upon conversion and settlement of a previously outstanding note and issued for theacquisition of membership interests from a third-party limited liability company. The Selling Stockholders may, from time to time, sell, transfer, or otherwise dispose of any or all of the securities in a number ofdifferent ways and at varying prices. See “Plan of Distribution” beginning on page 37 of this prospectus for more information. We are not selling any shares of Common Stock in this offering, and we will not receive any proceeds from the sale of shares by theSelling Stockholders. We would, however, receive proceeds if the Prefunded Warrants are exercised, through the payment of theexercise price in cash, in a maximum amount of up to approximately $18,829. Our Second Amended and Restated Articles of Incorporation authorizes our board of directors to issue up to 600,000,000 shares ofcommon stock and up to 10,000,000 shares of preferred stock, of which we have designated 150,000 shares as Series A – ConvertiblePreferred Stock (“Series A Preferred Stock”) (124,112 of which were issued to three members of management, Messrs. Charles A.Ross, Jr., Doug E. Grau and Corey Lambrecht), and have superior voting rights of 1,000 to 1 over shares of our common stock,resulting in over 93% of the available stockholder votes, and are convertible (subject to vesting requirements) at a ratio of 500 to 1 intoshares of common stock). The power of the board of directors to issue shares of common stock, preferred stock, warrants or options topurchase shares of common stock or preferred stock is generally not subject to stockholder approval, except for issuances of more than20% of the Company’s outstanding common stock or its voting power. The Series A Preferred Stock was issued prior to thesestockholder approval limitations. Unless otherwise indicated, information in this prospectus, other than as set forth in our financial statements and the notes theretowhich are incorporated by reference, reflect (a) the 1-for-9 reverse stock split that was effective on October 2, 2024 and (b) the 1-for-25 reverse stock split that was effective on March 31, 2025. The shares of Common Stock and certain warrants are listed on the Nasdaq Capital Market under the symbols “AREB” and“AREBW,” respectively. On September 23, 2025, the closing price of our Common Stock as reported on the Nasdaq Capital Marketwas $1.23 per share. The Selling Stockholders may offer all or part of the shares for resale from time to time through public or private transactions, at eitherprevailing market prices or at privately negotiated prices. This prospectus provides a general description of the securities being offered. You should read this prospectus and the registrationstatement of which it forms a part before you invest in any securities. Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 18 of this prospectus, andunder similar headings in the other documents that are incorporated by reference into this prospectus, for a discussion ofinformation that should be considered in connection with an investment in our securities. You should rely only on the information contained in this prospectus, contained in the other documents that are incorporatedby reference into this prospectus, or contained any prospectus supplement or amendment hereto. We have not authorizedanyone to provide you with different information. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The date of this prospectus is September 30, 2025. TABLE OF CONTENTS PageSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS1PROSPECTUS SUMMARY3RISK FACTORS18USE OF PROCEEDS22DETERMINATION OF OFFERING PRICE23DILUTION23SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT24SELLING STOCKHOLDERS25DECSRIPTION OF CAPITAL STOCK28PLAN OF DISTRIBUTION37MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDER