CUSIP No. 02919L208 | Page 2 of 6 Pages |
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NAME
OF REPORTING PERSON |
Ronald
A. Smith |
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2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
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(a)
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(b)
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3 |
SEC
USE ONLY |
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4 |
SOURCE
OF FUNDS (See Instructions) |
OO |
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5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION |
United
States |
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
(7) |
SOLE
VOTING POWER |
243,125* |
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(8) |
SHARED
VOTING POWER |
0 |
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(9) |
SOLE
DISPOSITIVE POWER |
243,125* |
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(10) |
SHARED
DISPOSITIVE POWER |
0 |
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*
Includes 25,000 five-year warrants to purchase shares of common stock at $8.00 per share.
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
243,125
Shares of Common Stock |
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12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |
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13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 11 |
5.09% |
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14 |
TYPE
OF REPORTING PERSON* |
(IN)
INDIVIDUAL |
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CUSIP No. 02919L208 | Page 3 of 6 Pages |
Item
1. |
Security
and Issuer |
This
statement on Schedule 13D relates to the shares of common stock, $0.001 par value per share (the “Common Stock”), of American
Rebel Holdings, Inc. (the “Issuer”), a Nevada corporation, having its principal executive offices at 718 Thompson Lane, Suite
108-199 Nashville, TN 37204.
Item
2. |
Identity
and Background |
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(a) |
This
statement is filed by and on behalf of Ronald A. Smith |
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(b) |
Mr.
Smith’s principal business address is 718 Thompson Lane, Suite 108-199 Nashville, TN 37204. |
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(c) |
Mr.
Smith is currently the chief operating officer of the Issuer. |
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(d) |
None. |
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(e) |
None. |
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(f) |
Mr.
Smith is a citizen of the United States. |
Item
3. |
Source
and Amount of Funds or Other Consideration |
All
share and per share information herein reflects a reverse stock split of the outstanding common stock of the Issuer at a 1-for-80 ratio,
which was effective on February 7, 2022.
2019
Issuances
On
July 15, 2019, Mr. Smith executed a $180,000 Secured OID Note with the Issuer. A component of the Note was the issuance of 1,250 shares
of common stock to Mr. Smith. The source of funds to enter into the Note with the Issuer was Mr. Smith’s investment assets.
On
August 29, 2019, Mr. Smith executed a $180,000 Secured OID Note with the Issuer. A component of the Note was the issuance of an additional
1,250 shares of common stock to Mr. Smith. The source of funds to enter into the second Note with the Issuer was Mr. Smith’s investment
assets.
On
September 5, 2019, Mr. Smith executed a $180,000 Secured OID Note with the Issuer. A component of the Note was the issuance of an additional
3,750 shares of common stock to Mr. Smith. The source of funds to enter into the third Note with the Issuer was Mr. Smith’s investment
assets.
CUSIP No. 02919L208 | Page 4 of 6 Pages |
2020
Issuances
On
February 17, 2020, Mr. Smith renewed the July 15, 2019 $180,000 Secured OID Note with the Issuer into a new Secured OID Note. A component
of the new Note was the issuance of 2,500 shares of common stock to Mr. Smith.
On
March 6, 2020, Mr. Smith converted $540,000 of outstanding principal and $60,000 in interest of three Secured OID Notes into 75,000 shares
of common stock at $8.00 per share.
On
March 6, 2020, Mr. Smith executed a $200,000 Note with the Issuer. A component of the Note was the issuance of 125,000 shares of common
stock to Mr. Smith. The source of funds to enter into the Note with the Issuer was Mr. Smith’s investment assets.
On
March 26, 2020, Mr. Smith executed a $300,000 Note with the Issuer. A component of the Note was the issuance of 375,000 shares of common
stock to Mr. Smith. The source of funds to enter into the Note with the Issuer was Mr. Smith’s investment assets.
2021
Issuances
On
April 9, 2021, in connection with a $1,000,000 bridge loan to the Issuer, Mr. Smith was issued 25,000 five-year warrants to purchase
shares of common stock at $8.00 per share. In addition, pursuant to his employment agreement with the Issuer, Mr. Smith was issued 59,375
shares of common stock.
Item
4. |
Purpose
of Transaction |
The
beneficial ownership of securities of the Issuer were acquired by Mr. Smith in connection with the purchases and issuances described
in Item 3 of this Schedule, which is hereby incorporated by reference.
Mr.
Smith became the chief operating officer of the Issuer on April 9, 2021.
Mr.
Smith holds the Issuer’s securities for investment purposes and intends to continue to evaluate his respective investments in the
securities.
Mr.
Smith intends to participate in and influence the affairs of the Issuer through the exercise of his voting rights with respect to his
shares of Common Stock. In addition, as a result of Mr. Smith’s position with the Issuer he may, in the ordinary course of business
or otherwise, take actions to influence the management, business, and affairs of the Issuer.
Except
as set forth herein, Mr. Smith does not have any present plan or proposal as a stockholder which relates to, or would result in any action
with respect to, the matters listed in paragraphs (a) through (j) of Item 4 of Schedule 13D. However, Mr. Smith reserves the right from
time to time to acquire or dispose of shares of Common Stock or to formulate other purposes, plans or proposals regarding the Issuer
or securities of the Issuer held by him to the extent deemed advisable in light of general investment policies, market conditions and
other factors.
CUSIP No. 02919L208 | Page 5 of 6 Pages |
Item
5. |
Interest
in Securities of Issuer |
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(a) |
The
aggregate number and percentage of shares of Common Stock beneficially owned by each Reporting Person: |
Reference
is hereby made to Items 11 and 13 of page 2 of this Schedule 13D, which Items are incorporated by reference herein.
The
calculation of percentage of beneficial ownership in Item 13 of page 2 was derived from the Issuer’s stockholder list as of February
14, 2022 in which there were 4,751,314 shares issued and outstanding.
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(b) |
Number
of shares as to which such person has: |
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(i) |
sole
power to vote or to direct the vote: |
Reference
is hereby made to Item 7 of page 2 of this Schedule 13D, which Item is incorporated by reference herein.
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(ii) |
shared
power to vote or to direct the vote: |
Reference
is hereby made to Item 8 of page 2 of this Schedule 13D, which Item is incorporated by reference herein.
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(iii) |
sole
power to dispose or to direct the disposition of: |
Reference
is hereby made to Item 9 of page 2 of this Schedule 13D, which Item is incorporated by reference herein.
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(iv) |
shared
power to dispose or to direct the disposition of: |
Reference
is hereby made to Item 10 of page 2 of this Schedule 13D, which Item is incorporated by reference herein.
Item
6. |
Contracts,
Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
The
information provided in Item 4 is hereby incorporated by reference.
To
the best of the knowledge of Mr. Smith, there are no other contracts, arrangements, understandings or relationships with respect to securities
of the Issuer.
Item
7. |
Materials
to Be Filed as Exhibits |
Amended
Stock Purchase and Reorganization Agreement between the
Issuer and American Rebel, Inc. dated June 15, 2017 (incorporated by reference to Exhibit 10.3 to the Issuer’s Form 8-K filed with
the Securities and Exchange Commission on June 22, 2017).
CUSIP No. 02919L208 | Page 6 of 6 Pages |
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
Dated: |
February
18, 2022 |
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By: |
/s/
Ronald A. Smith |
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Ronald
A. Smith |