美国叛逆控股有限公司美股招股说明书(2026-02-02版)

American Rebel Holdings, Inc. 1,656,210 Shares of Common Stock This prospectus relates to the offering and resale by of up to 1,656,210 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) 989,540 Shares of Common Stock underlying Series DConvertible Preferred Stock previously issued for services or the conversion of debt, and (ii) 666,670 Shares of Common Stock 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 33 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. 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”) (123,412 of which were issued to three people, Messrs. Charles A. Ross, Jr. (CEO), DougE. Grau (former president) and Corey Lambrecht (COO and president)), and have superior voting rights of 1,000 to 1 over shares ofour common stock, resulting in approximately 94% of the available stockholder votes, and are convertible (subject to vesting 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; (b) the 1-for-25 The shares of Common Stock and certain warrants are listed on the Nasdaq Capital Market under the symbols “AREB” and“AREBW,” respectively. On January 14, 2026, the closing price of our Common Stock as reported on the Nasdaq Capital Market was 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 15 of this prospectus, andunder similar headings in the other documents that are incorporated by reference into this prospectus, for a discussion of 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 authorized 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 January 23, 2026. TABLE OF CONTENTS This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities other than the Common Stockoffered by this prospectus. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any Common Stockin any circumstances in which such offer or solicitation is unlawful. Neither the delivery of this prospectus nor any sale made in SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This prospectus, including the information incorporated by reference into this prospectus contains forward-looking statements that aresubject to risks and uncertainties. All statements contained in this prospectus other than statements of historical fact, includingstatements regarding our future financial performance, our growth strategy, our objectives for future operations and industry trends, areforward-looking statements. In some cases, you can identify these statements by forward-looking words such as “can,” “may,”“intend,” “might,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” or “continue,” thenegative of these terms, and other comparable terminology that convey uncertainty of future events or outcomes. These forward-looking statements, which are subject to risks, uncertainties and assumptions about us, may include projections of our future financialperformance, our anticipated growth strategies and anticipated trends in our business and in the industry in which we operate. These Examples of forward-looking statements in this prospectus include, but are not limited to, our expectations regarding our businessstrategy, busin