SCHEDULE 13D/A: Kingdom Building, Inc. Divests Direct Common Stock in American Rebel Holdings, Retains Significant Convertible Stake

Kingdom Building, Inc. has filed an amended Schedule 13D, disclosing the sale of all its directly held common shares in American Rebel Holdings Inc., while maintaining a substantial potential ownership through convertible preferred stock and a note.

Summary

• Kingdom Building, Inc. (KBI) filed Amendment No. 5 to its Schedule 13D, updating its beneficial ownership in American Rebel Holdings Inc. (AREB) to include previously omitted transactions and required disclosures.
• KBI previously converted 133,334 shares of Series D Convertible Preferred Stock into 2,232,143 shares of AREB Common Stock on July 10, 2024, at a per share price of $0.448.
• All of these 2,232,143 common shares were subsequently sold by KBI in open market transactions between August 23, 2024, and September 30, 2024, with per share prices ranging from approximately $0.48 to $0.53.
• As of the filing date (February 10, 2025), KBI directly owns 0 shares of AREB Common Stock.
• KBI retains an aggregate of 131,334 shares of Series D Convertible Preferred Stock, acquired through consulting services (35,000 shares on May 24, 2024) and a Settlement Agreement (53,334 shares on October 1, 2024).
• Additionally, KBI holds an Original Issue Discount Note with a principal amount of $123,420.00 (entered into on January 10, 2025), which is convertible into 43,000 shares of Series D Convertible Preferred Stock at $7.50 per share.
• If all currently held Preferred Stock and the Note were converted, KBI would receive an aggregate of 656,670 shares of Common Stock, representing approximately 26.79% of AREB's outstanding Common Stock.
• Edward Haberfield and Danielle Haberfield, as Trustees of The Haberfield Family Trust, own 100% equity interest in KBI and share voting control over the shares held by KBI.

Sentiment

Score: 3

Explanation: The sentiment is negative due to a major beneficial owner liquidating all of its direct common stock holdings, which typically signals a lack of confidence or a strategic divestment. Although the entity retains a significant potential stake through convertible instruments, the immediate action of selling common shares is a bearish signal.

Positives

• Kingdom Building, Inc. maintains a significant potential ownership stake (26.79%) in American Rebel Holdings Inc. through convertible preferred stock and a note, indicating a continued strategic interest or long-term position.
• The conversion and subsequent sale of common stock allowed KBI to monetize a portion of its holdings at prices generally higher than its conversion cost.

Negatives

• Kingdom Building, Inc. has liquidated all of its directly held common stock (2,232,143 shares) in American Rebel Holdings Inc. through open market sales, which could be interpreted as a lack of confidence in the immediate common stock price or a strategic divestment.
• The sales occurred at relatively low price points (ranging from $0.48 to $0.53), potentially indicating limited upside perceived by the selling party.

Risks

• The significant sale of common stock by a major beneficial owner could exert downward pressure on American Rebel Holdings Inc.'s share price.
• Future conversion of the remaining preferred stock and the Original Issue Discount Note by Kingdom Building, Inc. could lead to further dilution for existing common shareholders if those newly converted shares are subsequently sold into the market.

Future Outlook

The Reporting Person states they have no present plans, proposals, or intentions which would result in or relate to any of the matters or transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D, but reserves the right to formulate specific plans and proposals or change its intentions regarding any or all of the foregoing.

Industry Context

This filing primarily details a significant change in beneficial ownership by a major holder. The divestment of common shares by Kingdom Building, Inc. could reflect a specific investment strategy or a re-evaluation of American Rebel Holdings Inc.'s short-term prospects, rather than broader industry trends.

Related Party Transactions

• The receipt of Series D Convertible Preferred Stock by Kingdom Building, Inc. for consulting services rendered and via a Settlement Agreement with American Rebel Holdings Inc. could be considered related party transactions.
• The Original Issue Discount Note entered into between Kingdom Building, Inc. and American Rebel Holdings Inc. is a transaction between parties with a significant existing relationship and potential ownership.

Stakeholder Impact

• Shareholders: The significant sale of common stock by a major holder could lead to increased selling pressure and potential downward impact on the share price. Future conversions of the remaining preferred stock and note could lead to further dilution.
• Company (American Rebel Holdings Inc.): The Original Issue Discount Note represents a financing arrangement. The ongoing relationship with a significant holder like KBI, despite the common stock divestment, may still be strategically important.

Key Dates

Recommendation

Keywords

AMERICAN REBEL HOLDINGS INC, AREB, Kingdom Building Inc., Schedule 13D, beneficial ownership, common stock, preferred stock, convertible note, stock sales, SEC filing, equity stake, dilution