As
filed with the Securities and Exchange Commission on October 27, 2023
Registration
No. 333-274909
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-3/A
(Amendment No. 1)
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
AMERICAN
REBEL HOLDINGS, INC.
(Exact
name of registrant as specified in its charter)
| Nevada |
|
47-3892903 |
(State
or other jurisdiction of
incorporation
or organization) |
|
(I.R.S.
Employer
Identification
Number) |
909
18th Avenue South, Suite A
Nashville,
Tennessee 37212
(833)
267-3235
(Address,
including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Charles
A. Ross, Jr.
Chief
Executive Officer
909
18th Avenue South, Suite A
Nashville,
Tennessee 37212
Telephone:
(833) 267-3235
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
Copies
to:
Joseph
M. Lucosky, Esq.
Scott
E. Linsky, Esq.
Lucosky
Brookman LLP
101
Wood Avenue South, 5th Floor
Iselin,
NJ 08830
(732)
395-4400
APPROXIMATE
DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to time after the effective date of this registration statement.
If
the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check
the following box. ☐
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following
box. ☒
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering. ☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If
this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective
on filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If
this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional
securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”
“smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large
accelerated filer |
☐ |
|
Accelerated
filer |
☐ |
| Non-accelerated
filer |
☒ |
|
Smaller
reporting company |
☒ |
| |
|
|
Emerging
growth company |
☐ |
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
The
registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the
registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective
in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date
as the Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY
NOTE
This
Amendment No. 1 (this “Amendment”) to the Registration Statement on Form S-3 of American Rebel Holdings, Inc. (File No. 333-274909)
(the “Registration Statement”) is being filed as an exhibit-only filing to file the Opinion of Lucosky Brookman LLP,
filed herewith as Exhibit 5.1. Accordingly, this Amendment consists only of the facing page, this explanatory note, Item 16 of Part II
of the Registration Statement, the signature page to the Registration Statement and the Opinion of Lucosky Brookman LLP, filed herewith
as Exhibit 5.1. The prospectus and the balance of Part II of the Registration Statement are unchanged and have been omitted.
Item
16. Exhibits.
(a)
Exhibits
A
list of exhibits filed with this registration statement on Form S-3 is set forth on the Exhibit Index and is incorporated herein by reference.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of New York, State of New York, on October 27, 2023.
| American
Rebel Holdings, Inc. |
|
| |
|
|
| By: |
/s/
Charles A. Ross, Jr. |
|
| Name: |
Charles
A. Ross, Jr.
|
|
| Title: |
Chief
Executive Officer |
|
POWER
OF ATTORNEY: KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints Charles A.
Ross, Jr. , his true and lawful attorneys-in-fact and agents with full power of substitution, for him and in his name, place and stead,
in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to
sign any registration statement for the same offering covered by the Registration Statement that is to be effective upon filing pursuant
to Rule 462(b) promulgated under the Securities Act, and all post-effective amendments thereto, and to file the same, with all exhibits
thereto and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done
in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or any of them, or his, her or their substitute or substitutes, may lawfully do or cause to
be done or by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities
and on the dates indicated:
| Signature |
|
Title |
|
Date |
| |
|
|
|
|
| /s/
Charles A. Ross, Jr. |
|
Chief
Executive Officer and Director |
|
October
27, 2023 |
| Charles
A. Ross, Jr. |
|
(Principal
Executive Officer) |
|
|
| |
|
|
|
|
| * |
|
President
and Director |
|
October
27, 2023 |
| Doug
E. Grau |
|
(Principal
Accounting Officer) |
|
|
| |
|
|
|
|
| * |
|
Director |
|
October
27, 2023 |
| Michael
Dean Smith |
|
|
|
|
| |
|
|
|
|
| * |
|
Director |
|
October
27, 2023 |
| Corey
Lambrecht |
|
|
|
|
| |
|
|
|
|
| * |
|
Director |
|
October
27, 2023 |
| C.
Stephen Cochennet |
|
|
|
|
| * |
By: |
/s/
Charles A. Ross, Jr. |
|
| |
Name: |
Charles
A. Ross, Jr. |
|
| |
Title: |
Attorney-in-fact |
|
EXHIBIT
INDEX
| |
* |
Filed
herewith. |
| |
+ |
Previously filed. |
Exhibit
5.1
 |
LUCOSKY
BROOKMAN LLP |
| October
27, 2023 |
101
Wood Avenue South
5th
floor
Woodbridge,
NJ 08830
T
- (732) 395-4400
F
- (732) 395-4401 |
American
Rebel Holdings, Inc.
909
18th Avenue South, Suite A
Nashville,
Tennessee, 37212 |
111
Broadway
Suite
807
New
York, NY 10006 |
| |
T
- (212) 417-8160
F
- (212) 417-8161 |
| |
www.lucbro.com |
| |
Re: |
Shares
to be registered on Form S-3 |
Ladies
and Gentlemen:
We
are acting as counsel for American Rebel Holdings, Inc., a Nevada corporation (the “Company”) in connection with the preparation
and filing with the U.S. Securities and Exchange Commission (the “Commission”) of a Registration Statement on Form S-3 (the
“Registration Statement”). The Company is filing the Registration Statement in connection with the offering from time to
time, pursuant to Rule 415 promulgated under the Securities Act of 1933, as amended (the “Act”), by the selling shareholder
of up to 5,977,374 shares (the “Warrant Shares”) of the Company’s common stock, $0.001 par value per share, consisting
of (a) 2,988,687 issuable upon exercise of New Warrant A (as defined in the Registration Statement) and (b) 2,988,687 issuable upon exercise
of New Warrant B (as defined in the Registration Statement). New Warrant A and New Warrant B are referred to herein as, collectively,
the “Warrants.”
The
offering of the Warrant Shares will be as set forth in the prospectus (the “Prospectus”) contained in the Registration Statement,
as amended, and as supplemented from time to time.
In
rendering these opinions, we have examined the Company’s Articles of Incorporation and Bylaws, both as amended and restated and
currently in effect, the Registration Statement, and the exhibits thereto, and such other records, instruments and documents as we have
deemed advisable in order to render these opinions. In such examination, we have assumed the genuineness of all signatures, the legal
capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents
of all documents submitted to us as certified, conformed or photo static copies and the authenticity of the originals of such latter
documents. In providing these opinions, we have further relied as to certain matters on information obtained from officers of the Company.
We are opining herein as to the laws of the United States and Chapter 78 of the Nevada Revised Statutes o and we express no opinion with
respect to any other laws.
Subject
to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, that the Warrant Shares, when
issued upon exercise of the Warrants against payment therefor as set forth in the Registration Statement, will be validly issued, fully
paid and non-assessable.
This
opinion letter speaks only as of the date hereof and we assume no obligation to update or supplement this opinion letter if any applicable
laws change after the date of this opinion letter or if we become aware after the date of this opinion letter of any facts, whether existing
before or arising after the date hereof, that might change the opinions expressed above.
This
opinion letter is furnished in connection with the filing of the Registration Statement and may not be relied upon for any other purpose
without our prior written consent in each instance. Further, no portion of this letter may be quoted, circulated or referred to in any
other document for any other purpose without our prior written consent.
We
hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement and to the use of our name
as it appears in the prospectus included in the Registration Statement. In giving such consent, we do not thereby admit that we come
within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission
promulgated thereunder. This opinion is expressed as of the date hereof unless otherwise expressly stated, and we disclaim any undertaking
to advise you of any subsequent changes in the facts stated or assumed herein or of any subsequent changes in applicable laws.
| |
Very
Truly Yours, |
| |
|
| |
/s/
Lucosky Brookman LLP |
| |
Lucosky
Brookman LLP |
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