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S-1/A: American Rebel Amends S-1, Removes Erroneous Exhibit

Sentiment:

Registration Statement Amendment

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American Rebel Holdings, Inc. filed an S-1/A to remove an erroneously included Exhibit 23.1, confirming no other changes to its prior S-1/A filing.

Capital raiseThe S-1/A is an amendment to a registration statement for a proposed delayed or continuous public offering of securities.References to numerous financing instruments including Original Issue Discount (OID) Notes, Revenue Interest Purchase Agreements, Line of Credit Agreements, and various Securities Purchase Agreements.Designation and amendment of multiple series of preferred stock (Series A, B, C, D, E) and various forms of warrants (Prefunded, Series A, Series B, Placement Agent) indicate ongoing equity and debt financing efforts.

Summary

  • This Amendment No. 2 to Form S-1 was filed by American Rebel Holdings, Inc. solely to remove Exhibit 23.1, which was erroneously included.
  • No other information contained in the Amendment No. 1 to Form S-1, filed on September 25, 2025, has been revised or amended.
  • The filing is an amendment to a registration statement for a proposed delayed or continuous public sale of securities.
  • The company has undergone several corporate actions, including multiple reverse stock splits (1-for-25 and 1-for-9) and the designation of various series of preferred stock (Series A, B, C, D, E).
  • Numerous financing agreements, including OID Notes, Revenue Interest Purchase Agreements, and various warrant and securities purchase agreements, are referenced, indicating ongoing capital raising activities.

Sentiment

Score: 5

Explanation: The filing is a technical amendment to correct an administrative error, which is neutral in sentiment. It does not provide new operational or financial performance data.

Positives

  • The company is actively correcting filing errors, demonstrating attention to regulatory compliance.
  • The amendment clarifies the content of the S-1 registration statement by removing an irrelevant exhibit.

Negatives

  • The initial erroneous filing of Exhibit 23.1 indicates a minor administrative oversight in the registration process.

Risks

  • The extensive list of financing agreements (e.g., OID Notes, Revenue Interest Purchase Agreements, various preferred stock series, warrants) suggests ongoing capital raising activities, which may lead to significant shareholder dilution.
  • Frequent amendments to articles of incorporation and bylaws, including multiple reverse stock splits, could indicate efforts to manage share price or capital structure, which may carry inherent risks for investors.
  • The company's undertakings regarding indemnification for directors, officers, and controlling persons highlight potential liabilities under the Securities Act of 1933, which the SEC views as against public policy.

Future Outlook

This filing is a technical amendment and does not contain specific forward-looking statements or guidance regarding the company's operational or financial performance.

Industry Context

This technical amendment to a registration statement does not provide specific industry context. However, the nature of an S-1/A filing and the numerous referenced financing agreements suggest the company is actively engaged in capital markets to fund its operations or growth, a common activity for smaller reporting and emerging growth companies.

Corporate Governance

Change TypeDescriptionEffective DateImpact Assessment
Articles of Incorporation AmendmentSecond Amended and Restated Articles of Incorporation became effective on January 22, 2022.January 22, 2022Establishes the foundational corporate structure and rights.
Bylaws AmendmentAmended and Restated Bylaws became effective on February 9, 2022.February 9, 2022Governs the internal management and operations of the company.
Reverse Stock SplitCertificate of Amendment to Articles effectuating a 1-for-25 Reverse Stock Split.June 26, 2023Reduces the number of outstanding shares and proportionally increases the share price, often to meet listing requirements or improve market perception.
Reverse Stock SplitCertificate of Amendment to Articles effectuating a 1-for-9 Reverse Stock Split.September 27, 2024Further reduces the number of outstanding shares and proportionally increases the share price.
Preferred Stock DesignationDesignation of Series A, B, C, D, and E Preferred Stock at various dates.VariousCreates different classes of preferred shares with specific rights, preferences, and conversion features, typically used for financing.
Stock Incentive PlanAdoption of the 2021 Long-Term Incentive Plan and the 2025 Stock Incentive Plan.March 5, 2021 (2021 Plan), April 2, 2025 (2025 Plan)Provides mechanisms for equity-based compensation to attract and retain employees and management.

Legal Proceedings

  • The registrant acknowledges that SEC opinion views indemnification for liabilities arising under the Securities Act for directors, officers, and controlling persons as against public policy and therefore unenforceable.
  • The registrant undertakes to submit the question of such indemnification to a court of appropriate jurisdiction if a claim is asserted, unless settled by controlling precedent.

Stakeholder Impact

  • Shareholders: Potential for future dilution from the proposed public offering and ongoing capital raising activities through various debt and equity instruments.
  • Investors: The S-1/A provides updated regulatory information for potential investors in the proposed public offering.
  • Management/Directors: The filing reiterates the company's stance on indemnification for liabilities, which could affect their personal risk exposure.

Next Steps

  • The registrant undertakes to file post-effective amendments to include required prospectuses, reflect fundamental changes, and disclose material information regarding the plan of distribution.
  • The registration statement will become effective upon a further amendment specifically stating its effectiveness or as determined by the SEC.

Key Dates

DateDescription
June 8, 2016Stock Purchase Agreement by and among CubeScape, Inc., American Rebel, Inc., and certain individuals.
February 24, 2020Certificate of Designation of Series A Preferred Stock filed.
January 1, 2021Ross and Grau Employment Agreements dated.
March 5, 20212021 Long-Term Incentive Plan filed.
January 22, 2022Second Amended and Restated Articles of Incorporation became effective.
February 9, 2022Amended and Restated Bylaws became effective.
June 29, 2022Champion Safe Co., Inc. Stock Membership Interest Purchase Agreement dated.
June 26, 2023Certificate of Amendment to Articles effectuating 1-for-25 Reverse Stock Split filed.
September 27, 2024Certificate of Amendment to Articles effectuating 1-for-9 Reverse Stock Split filed.
March 31, 2025Certificate of Amendment to Second Amended and Restated Articles of Incorporation to be effective.
April 2, 20252025 Stock Incentive Plan dated.
September 8, 2025This Amendment No. 2 to Form S-1 filed with the SEC.
September 10, 2025Streeterville Capital Exchange Note and Warrant dated.
September 24, 2025Amended Certificate of Designation of Series D Convertible Preferred Stock dated.
October 3, 2025Certificate of Amendment to Second Amended and Restated Articles of Incorporation to be effective.
November 6, 2025Registration Statement signed by company officers and directors.

Keywords

American Rebel Holdings, S-1/A, SEC filing, Registration Statement, Exhibit Removal, Corporate Governance, Capital Raise, Preferred Stock, Reverse Stock Split, Warrants, OID Notes

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