As filed with the Securities and Exchange Commission on January 7, 2026
Registration No. 333- 286446
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
POST EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8 REGISTRATION STATEMENT NO. 333-286446
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) |
218 3rd Avenue North, #400
Nashville, Tennessee 37201
(Address, including zip code, of principal executive offices)
2021 Long-Term Stock Incentive Plan
2025 Amended and Restated Stock Incentive Plan
(Full title of the Plans)
Charles A. Ross, Jr.
Chief Executive Officer
American Rebel Holdings, Inc.
218 3rd Avenue North, #400
Nashville, Tennessee 37201
(833) 267-3235
(Name and address, including zip code and telephone
number, including area code, of agent for service)
Copies of all communications, including all communications sent to the agent for service, should be sent to:
Anthony N. DeMint, Esq.
DeMint Law, PLLC
3753 Howard Hughes Parkway
Second Floor Suite 314
Las Vegas, Nevada 89169
(702) 719-0889
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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.
| 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.
PART I
Information Required in the Section 10(a) Prospectus
EXPLANATORY NOTE
In this Registration Statement, American Rebel Holdings, Inc. is sometimes referred to as “Registrant,” “we,” “us” or “our.” This Registration Statement on Form S-8 registers (i) additional shares of the Registrant’s common stock, $0.001 par value per share (“Common Stock”) under the Registrant’s 2021 Long-Term Stock Incentive Plan (the “LTIP”) and (ii) additional shares of Common Stock under the Registrant’s Amended and Restated 2025 Stock Incentive Plan (the “SIP”).
The number of shares of Common Stock reserved and available for issuance under the LTIP is subject to an automatic annual increase on the first trading day of each year, equal to ten percent of the shares of Common Stock outstanding on the last day of the immediately preceding fiscal year. Accordingly, on January 1, 2026, the number of shares of Common Stock reserved and available for issuance under the LTIP is 664,100 shares.
The number of shares of Common Stock reserved and available for issuance under the SIP, as amended, is 1,250,000 shares, which are not subject to adjustment upon a reverse stock split.
This Registration Statement registers the aggregate of the 1,914,100 shares of Common Stock. The additional shares of Common Stock are of the same class as other securities relating to the LTIP and SIP for which the Registrant’s registration statements on Form S-8 filed with the Securities and Exchange Commission (the “SEC”) on April 9, 2025 (File No. 333-286446) is effective, which registration statement is hereby incorporated by reference pursuant to General Instruction E, except to the extent supplemented, amended or superseded by the information set forth herein. In accordance with the instructional note to Part I of Form S-8 as promulgated by the SEC, the information specified by Part I of the Form S-8 has been omitted from this registration statement.
PART II
Information Required in the Registration Statement
Item 8. Exhibits.
# Filed herewith.
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-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Nashville, State of Tennessee, on January 8, 2026.
| AMERICAN REBEL HOLDINGS, INC. | ||
| By: | /s/ Charles A. Ross, Jr. | |
| Charles A. Ross, Jr. | ||
| Chief Executive Officer | ||
KNOW ALL PERSONS BY THESE PRESENT, that each person whose signature appears below constitutes and appoints Charles A. Ross, Jr. and Corey Lambrecht, each of whom may act individually, as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, 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 file the same, with all exhibits thereto, and other 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 connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| Signatures | Title(s) | Date | ||
| /s/ Charles A. Ross, Jr. | Chief Executive Officer, Executive Chairman and Director (Principal Executive Officer) | January 8, 2026 | ||
| Charles A. Ross, Jr. | ||||
| /s/ Corey Lambrecht | Chief Operating Officer, President and Director | January 8, 2026 | ||
| Corey Lambrecht | ||||
| /s/ Darin Fielding | Interim Chief Financial Officer (Interim Principal Financial and Accounting Officer) | January 8, 2026 | ||
| Darin Fielding | ||||
| /s/ C. Stephen Cochennet | Director | January 8, 2026 | ||
| C. Stephen Cochennet | ||||
| /s/ Michael Dean Smith | Director | January 8, 2026 | ||
| Michael Dean Smith | ||||
| /s/ Larry Sinks | Director | January 8, 2026 | ||
| Larry Sinks |
Exhibit 5.1
DeMint Law, PLLC
Anthony N. DeMint
Managing Member
| 3753 Howard Hughes Parkway | Direct Dial: | (702) 714-0889 |
| Second Floor, Suite 314 | Cell: | (702) 232-4842 |
| Las Vegas, Nevada 89169 | email: | anthony@demintlaw.com |
January 8, 2026
American Rebel Holdings, Inc.
218 3rd Avenue North, #400
Nashville, Tennessee 37201
Ladies and Gentlemen:
As counsel for American Rebel Holdings, Inc., a Nevada corporation (the “Company”), we have been requested to render this opinion in connection with the preparation and filing of a Registration Statement on Form S--8 (the “Registration Statement”) with the Securities and Exchange Commission for the purposes of registering under the Securities Act of 1933, as amended, shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), to be issued to eligible participants in accordance with the terms of the American Rebel Holdings, Inc. 2021 Long-Term Stock Incentive Plan and the American Rebel Holdings, Inc. Amended and Restated 2025 Stock Incentive Plan (collectively, the “Plans”).
In connection with the foregoing, we have examined such documents, corporate records and other instruments as we have deemed necessary or appropriate in connection with this opinion. Based upon and subject to the foregoing, we are of the opinion that the Common Stock, when sold and issued in accordance with the Plans, will be validly issued, fully paid and non-assessable.
Our opinion is expressed only with respect to the General Corporation Law of the State of Nevada. We express no opinion to the extent that any other laws are applicable to the subject matter hereof, and express no opinion and provide no assurance as to compliance with any federal or state securities law, rule or regulation.
We consent to the use of this opinion as Exhibit 5.1 to the Registration Statement, and to the reference to our firm in the Registration Statement and any amendments or supplements thereto. In giving such consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.
This opinion is intended solely for use in connection with the issuance and sale of the Shares pursuant to the Registration Statement and is not to be relied upon for any other purpose or delivered to or relied upon by any other person without our prior written consent. This opinion is rendered as of the date hereof and based solely on our understanding of facts in existence as of such date after the examination described in this opinion. We assume no obligation to advise you of any fact, circumstance, event or change in the law or the facts that may hereafter be brought to our attention whether or not such occurrence would affect or modify the opinions expressed herein.
| Very truly yours, | |
| /s/ DeMint Law, PLLC |
EXHIBIT 23.1
Consent of Independent Registered Public Accounting Firm
We hereby consent to the incorporation by reference in this Registration Statement of our report dated April 9, 2025, relating to the consolidated financial statements of American Rebel Holdings, Inc. (the Company) appearing in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. Our report contains an explanatory paragraph regarding the Company’s ability to continue as a going concern.
/s/ GBQ Partners LLC
Columbus, Ohio
January 7, 2026