8-K: American Rebel Holdings Appoints New Auditor and Expands Beer Distribution in Ohio

Sentiment:

Current Report


American Rebel Holdings has appointed GBQ Partners as its new independent auditor and signed a distribution agreement with Bonbright Distributors to expand its beer sales in nine Ohio counties.

Capital raiseThe company mentions a Reg A Offering and that the securities offered are highly speculative.The company intends to list the Series C Preferred Stock offered under the Offering Circular on Nasdaq Capital Market.
Worse than expectedThe change of auditor was due to the previous auditor being barred by the SEC, which is a negative event.

Summary

  • American Rebel Holdings has replaced its auditor, BF Borgers CPA PC, with GBQ Partners LLC following a ban on BF Borgers by the Securities and Exchange Commission.
  • GBQ Partners will audit the company's financials for the fiscal year ending December 31, 2024, and re-audit the years ended December 31, 2023 and 2022.
  • The company has also signed a distribution agreement with Bonbright Distributors to distribute American Rebel Beer in nine counties in west central Ohio.
  • Bonbright Distributors, a locally owned beverage distributor in the Dayton area, has a history dating back to 1934 and sells approximately 8 million cases annually.
  • American Rebel Beer will also be sold at Tony Stewart's Eldora Speedway, a dirt track racing venue, starting June 5-8.

Sentiment

Score: 5

Explanation: The document contains both positive and negative elements. The new distribution agreement and venue partnership are positive, but the auditor change due to SEC action is a significant negative. The speculative nature of the securities also tempers the overall sentiment.

Positives

  • The appointment of a new auditor, GBQ Partners, addresses the issue of the previous auditor being barred by the SEC.
  • The distribution agreement with Bonbright Distributors expands the reach of American Rebel Beer into a new market.
  • The partnership with Eldora Speedway provides a high-profile venue for promoting American Rebel Beer.
  • Bonbright Distributors has a long history and a strong distribution network in the Dayton area.

Negatives

  • The need to replace the auditor was due to the previous auditor being barred by the SEC, which could raise concerns about past financial statements.
  • The company will need to have its 2022 and 2023 financials re-audited by the new auditor.

Risks

  • The company's forward-looking statements are subject to significant risks and uncertainties.
  • The success of the beer distribution agreement depends on various factors, including consumer demand and effective execution.
  • The company's securities are considered highly speculative and involve significant risks, including the potential loss of the entire investment.
  • There is no guarantee that the company's application to list its Series C Preferred Stock on Nasdaq Capital Market will be approved.

Future Outlook

The company aims to expand the distribution of American Rebel Beer and is working to list its Series C Preferred Stock on the Nasdaq Capital Market, though there is no guarantee of success.

Management Comments

  • Brock Anderson, Chairman and CEO of Bonbright Distributors, stated they are excited to partner with American Rebel and grow the brand in Ohio.
  • Andy Ross, CEO of American Rebel, said the distribution agreement with Bonbright is a great achievement and expansion of their distribution network.
  • Jerry Gappens, general manager of Eldora Speedway, expressed excitement about bringing American Rebel Beer to their facility.

Industry Context

The announcement reflects a trend of beverage companies expanding their distribution networks to reach new markets. The partnership with a local distributor like Bonbright is a common strategy for entering new regions. The addition of a high profile venue like Eldora Speedway is a good marketing strategy.

Comparison to Industry Standards

  • The change of auditor is not uncommon when an auditor is barred by the SEC, and the company has acted quickly to appoint a new auditor.
  • Bonbright Distributors' annual sales of 8 million cases is a significant volume, indicating a strong distribution network.
  • The expansion into a new market through a distribution agreement is a standard practice in the beverage industry, similar to other companies like Boston Beer Company and Constellation Brands.
  • The partnership with Eldora Speedway is similar to other beverage companies sponsoring sporting events and venues to increase brand awareness, such as Anheuser-Busch's partnerships with various sports leagues.

Stakeholder Impact

  • Shareholders may be concerned about the change in auditor and the need for re-audits.
  • Customers in the nine Ohio counties will have access to American Rebel Beer.
  • Employees of Bonbright Distributors will be involved in the distribution of American Rebel Beer.
  • The partnership with Eldora Speedway will provide a new venue for American Rebel Beer sales.

Next Steps

  • GBQ Partners will conduct audits for the fiscal year ending December 31, 2024, and re-audits for 2023 and 2022.
  • American Rebel Beer will begin distribution in nine Ohio counties through Bonbright Distributors.
  • American Rebel Beer will be available at Eldora Speedway starting June 5-8.
  • The company will continue to pursue the listing of its Series C Preferred Stock on the Nasdaq Capital Market.

Key Dates

DateDescription
2024-05-03The SEC issued an order barring BF Borgers CPA PC from practicing before the Commission.
2024-05-06American Rebel's Audit Committee dismissed BF Borgers as its independent auditor.
2024-05-09American Rebel announced a distribution agreement with Bonbright Distributors.
2024-05-13The Audit Committee approved the engagement of GBQ as the new independent auditor.
2024-06-05American Rebel Beer will be available at Eldora Speedway starting this date.

Keywords

American Rebel Beer, Distribution Agreement, Auditor Change, GBQ Partners, Bonbright Distributors, Eldora Speedway, Financial Audit, Beer Sales, Ohio, AREB

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