INFORMATION STATEMENT

IN LIEU OF SPECIAL OR ANNUAL MEETING OF STOCKHOLDERS

Dear American Rebel Holdings, Inc. Stockholder:

The purpose of this letter and the enclosed Information Statement is to inform you that stockholders holding shares of Series A Convertible Preferred Stock (the “Series A Preferred”), representing in excess of a majority of the outstanding shares of common stock of American Rebel Holdings, Inc. have executed a written consent (the “Written Consent”) in lieu of a special or annual meeting to effectuate the following (the “Actions”):

1.Amend and Restate American Rebel’s Articles of Incorporation to increase its authorized shares of common stock from 100,000,000 shares to 600,000,000 shares, increase its authorized shares of preferred stock from 1,000,000 shares to 10,000,000 shares and to elect not to be governed by NRS 78.411 to 78.444, 

2.Elect four members to the Board to serve additional terms, and  

3.Ratify the appointment of BF Borgers CPA PC as American Rebel’s independent public accountant for the year ended December 31, 2021.  

A copy of the amendment to the Articles of Incorporation is attached hereto as Exhibit A (the “Amended Articles”).

Pursuant to Rule 14c-2 of the Exchange Act, the Actions will become effective on or after July 14, 2021, which is 20 calendar days following the date we first mail the Information Statement to our stockholders. As soon as practicable after such date, we intend to file the Amended Articles with the Nevada Secretary of State.

The accompanying Information Statement is being furnished to our stockholders for informational purposes only, pursuant to Section 14(c) of the Exchange Act and the rules and regulations prescribed thereunder. As described in this Information Statement, the Actions have been approved by stockholders representing more than a majority of the voting power of our outstanding Common Stock. We are not soliciting your proxy or consent in connection with the matters discussed above. You are urged to read the Information Statement in its entirety for a description of the Actions approved by certain stockholders holding more than a majority of the voting power of our outstanding Common Stock.

The Information Statement is being mailed on or about June 23, 2021 to stockholders of record as of May 28, 2021. 

THIS IS FOR YOUR INFORMATION ONLY. YOU DO NOT NEED TO DO ANYTHING IN RESPONSE TO THIS INFORMATION STATEMENT. THIS IS NOT A NOTICE OF A MEETING OF STOCKHOLDERS AND NO STOCKHOLDER MEETING WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED HEREIN.

Nashville, Tennessee

June 22, 2021

AMERICAN REBEL HOLDINGS, INC.

718 THOMPSON LANE, SUITE 108-199

NASHVILLE, TENNESSEE 37204

INFORMATION STATEMENT

(Dated June 22, 2021)

NO VOTE OR OTHER ACTION OF AMERICAN REBEL’S STOCKHOLDERS IS REQUIRED IN

CONNECTION WITH THIS INFORMATION STATEMENT.

WE ARE NOT ASKING YOU FOR A PROXY AND

YOU ARE REQUESTED NOT TO SEND US A PROXY.

American Rebel Holdings, Inc. is furnishing this information statement (the “Information Statement”) to its stockholders in full satisfaction of any notice requirements American Rebel may have under the Securities and Exchange Act of 1934, as amended, and applicable Nevada law (the “NRS”). No additional action will be undertaken by American Rebel with respect to the receipt of written consents, and no dissenters’ rights with respect to the receipt of the written consents, and no dissenters’ rights under the NRS, are afforded to American Rebel’s stockholders as a result of the adoption of the resolutions contemplated herein.

The Information Statement is being mailed on or about June 23, 2021 to the holders of record at the close of business on May 28, 2021 (the “Record Date”), of the common stock of American Rebel Holdings, Inc., a Nevada corporation (“American Rebel”), in connection with actions approved by written consent (the “Written Consent”) in lieu of an annual or special meeting to effectuate the following (the “Actions”):

·Amend and Restate American Rebel’s Articles of Incorporation to increase its authorized shares of common stock from 100,000,000 shares to 600,000,000 shares, increase its authorized shares of preferred stock from 1,000,000 shares to 10,000,000 shares and to elect not to be governed by NRS 78.411 to 78.444, 

·Elect four members to the Board to serve additional terms, and  

·Ratify the appointment of BF Borgers CPA PC as American Rebel’s independent public accountant for the year ending December 31, 2021. 

This Information Statement is being mailed on or about June 23, 2021 to American Rebel’s stockholders of record as of the Record Date.

The entire cost of furnishing this Information Statement will be borne by American Rebel. American Rebel will request brokerage houses, nominees, custodians, fiduciaries and other like parties to forward this Information Statement to the beneficial owners of its common stock held of record by them and will reimburse such persons for their reasonable charges and expenses in connection therewith.

The corporate offices of American Rebel are located at 718 Thompson Lane, Suite 108-199, Nashville, Tennessee 37204 and American Rebel’s telephone number is (833) 267-3235.

Except as otherwise described herein, no director, executive officer, associate of any director or executive officer, or any other person has any substantial interest, other than election of office, direct or indirect, by security holdings or otherwise, in the Actions, which is not shared by all other holders of American Rebel’s common stock.

The Amendments to the Articles of Incorporation will be effective when the Amended Articles are filed with the Nevada Secretary of State. American Rebel will not make such filing until on or after July 14, 2021, a date that is 20 calendar days after this Information Statement is first sent to its stockholders.

Under the NRS, American Rebel stockholders are not entitled to dissenters’ rights with respect to the Actions.

No security holders have transmitted any proposals to be acted upon by American Rebel.

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We are not seeking consents, authorizations or proxies from you.

As of the date of the Written Consent, American Rebel had 79,466,563 shares of Common Stock issued and outstanding and entitled to vote, which for voting purposes are entitled to one vote per share. On May 21, 2021, the following consenting Voting Stockholders owning a total of 100,000 shares of our Series A Preferred stock, whereby each share is entitled to cast one thousand (1,000) votes for each share held of the Series A Preferred stock on all matters presented to the stockholders of the Corporation for stockholder vote, thereby allowing such Series A Preferred stock to cast votes totaling 100,000,000 shares of common stock (which exceeds the number of shares of common stock outstanding by approximately 126%), delivered the executed Written Consent authorizing the Actions described herein. The consenting Voting Stockholders’ names, affiliation with the Company and holdings are as follows:

Pursuant to the Company’s existing Bylaws and the NRS, the holders of the issued and outstanding shares of our Common Stock, or Preferred Stock voting rights, representing a majority of our voting power may approve and authorize the Actions by written consent as if such Actions were undertaken at a duly called and held meeting of stockholders. In order to significantly reduce the costs and management time involved in soliciting and obtaining proxies to approve the Actions, and in order to effectuate the Actions as early as possible, the Board elected to utilize, and did in fact obtain, the Written Consent of the Voting Stockholders. The Written Consent satisfies the stockholder approval requirement for the Actions. Accordingly, under the NRS and the Bylaws, no other approval by the Board or stockholders of the Company is required in order to effect the Actions.

2

Our Articles have only been amended once (to change our name) since we were incorporated on December 15, 2014, when we filed a one-page Articles of Incorporation with the Nevada Secretary of State. Changes in the business and in the law have not been reflected in the Articles, and consequently, they need to be revised. We believe the Amended Articles, in the form attached hereto, better reflect our status as a public company.

The material changes to be reflected in the Amended Articles are:

(a)increase our authorized common stock to 600,000,000 shares; 

(b)increase our authorized preferred stock to 10,000,000 shares;  

(c)elect to not be governed by NRS 78.378 to 78.3793 (Acquisition of Controlling Interest); and  

(d)elect to not be governed by NRS 78.411 to 78.444 (Combinations with Interested Stockholders) 

Increase in Authorized Shares of Common Stock

Existing Articles

The total number of shares of Common Stock authorized under the existing Articles of Incorporation of the Company, as in effect prior to the completion of the Actions, is 100,000,000 shares. The total number of shares of Preferred Stock authorized under the existing Articles of Incorporation of the Company, as in effect prior to the completion of the Actions, is 1,000,000 shares.

Amended Articles

The total number of shares of Common Stock authorized under the Amended Articles will be 600,000,000 shares. The total number of shares of Preferred Stock authorized under the Amended Articles will be 10,000,000 shares.

Reasons for and Principal Effects of Amendment

The Board believes that the increase in the number of shares of authorized capital stock is necessary in order to support the continued growth of the Company. To date, the Company has supported its operations primarily through sales of shares of its common stock, including sales of derivative securities that give the holder rights to acquire shares of the Company’s common stock. Such derivative securities include warrants to purchase shares of common stock and convertible debt instruments that are convertible into shares of common stock.

The Board anticipates that the Company will continue to sell shares of its common stock, common stock-based derivative securities and shares of newly authorized Series B Convertible Preferred Stock in order to support its operations. As a result, the Board has determined that it is necessary to increase the number of authorized shares of capital stock that the Company is authorized to issue in order to accommodate the Company’s continued financing activity and existing obligations under its outstanding derivative securities. Accordingly, the Voting Stockholders approved the increase in number of authorized shares of Common Stock in order to accommodate for any such share issuances.

Furthermore, the Voting Stockholders voted in favor of the amendment to increase the authorized shares of Common Stock to 600,000,000 and shares of Preferred Stock to 10,000,000, in order to improve the Company’s financial flexibility with respect to the Company’s capital structure by having additional shares for future equity financings and acquisitions. The additional shares of authorized Common and Preferred Stock would be available for issuance from time to time as determined by the Board for any proper corporate purpose. Such purposes might include, without limitation, issuance in public or private sales for cash as a means of obtaining additional capital for use in the Company’s business and operations, and issuance as part or all of the consideration required to be paid by the Company for acquisitions of other businesses or assets. Notwithstanding the foregoing, the Company has no obligation to issue such additional shares and there are no plans, proposals or arrangements currently contemplated by the Company that would involve the issuance of the additional shares to acquire another company or its assets, or for any other corporate purpose stated.

The Company’s stockholders will not realize any dilution in their ownership or voting rights as a result of the increase in authorized shares of Common or Preferred Stock, but will experience dilution to the extent additional shares are issued in the future.

3

Having an increased number of authorized but unissued shares of Common and Preferred Stock would allow the Company to take prompt action with respect to corporate opportunities that develop, without the delay and expense of convening a special meeting of stockholders for the purpose of approving an increase in the Company’s capitalization. The issuance of additional shares of Common or Preferred Stock may, if such shares are issued at prices below what current stockholders’ paid for their shares, reduce stockholders’ equity per share and dilute the value of current stockholders’ shares. It is not the present intention of the Board to seek stockholder approval prior to any issuance of shares of Common or Preferred Stock that would become authorized by the amendment unless otherwise required by law or regulation. Frequently, opportunities arise that require prompt action, and it is the belief of the Voting Stockholders that the delay necessitated for stockholder approval of a specific issuance could be to the detriment of the Company and its stockholders.

When issued, the additional shares of Common Stock authorized by the amendment will have the same rights and privileges as the shares of Common Stock currently authorized and outstanding. Holders of Common Stock have no preemptive rights and, accordingly, stockholders would not have any preferential rights to purchase any of the additional shares of Common Stock when such shares are issued. Following the amendment, we will be authorized to issue a total of 10,000,000 shares of “blank check” preferred stock and have designated: 100,000 shares of Series A Preferred Stock (which contain voting rights of 1,000-to-1) and 250,000 shares of Series B Convertible Preferred Stock. Our Board of Directors can determine the rights, preferences, privileges, and restrictions granted to, or imposed upon, the shares of preferred stock and to fix the number of shares constituting any series and the designation of such series. It is possible that our Board of Directors, in determining the rights, preferences and privileges to be granted when the preferred stock is issued, may include provisions that have the effect of delaying, deferring, or preventing a change in control, discouraging bids for our Common Stock at a premium over the market price, or that adversely affect the market price of and the voting and other rights of the holders of our Common Stock.

American Rebel stockholders generally elect the members of the board of directors annually. American Rebel’s board of directors at the time of the Written Consent consisted of four members; Charles A. Ross, Jr., Doug Grau, Corey Lambrecht and Ronald A. Smith. The election of American Rebel directors required a plurality of the votes cast in person or by proxy at an annual meeting or by a majority consent of American Rebel’s stockholders in accordance with the NRS and Bylaws. In accordance with the Written Consent, stockholders holding the Series A Preferred stock, representing more than a majority of American Rebel’s outstanding shares of common stock, voted to elect the four existing persons stated above as board members.

Charles A. Ross, Jr., CEO, CFO

Mr. Ross is currently the Company’s CEO, CFO, and a Director. He has held these positions since June 20, 2016. He is responsible for all duties required of a corporate officer and the development of the business. From December 15, 2014 through April 9, 2021, Mr. Ross served as the sole officer and director of American Rebel, Inc. He now serves as Secretary/Treasurer and a director. American Rebel, Inc. has developed a product line of concealed carry products that officially launched at the 2017 NRA Convention April 27 – 30 in Atlanta, GA. Prior to founding American Rebel, Inc. Mr. Ross founded many companies including Digital Ally, Inc., which he established in 2004. In addition to his entrepreneurial accomplishments, Mr. Ross served as host for ten years of his own television show, Maximum Archery, where he bowhunted all over the world including traditional hunts and some of the world’s most dangerous game. Maximum Archery evolved into his new show, American Rebel, that aired for two years which featured Mr. Ross’s music, patriotism, his support of the 2^nd Amendment and celebrated the “American Rebel Spirit” in all of us. Mr. Ross has released three CDs and the single off his third CD, Time to Fight, is a duet with country supergroup Little Texas entitled “Back on the Backroads.” “Back on the Backroads” has received airplay on radio stations across the United States and internationally. Previous singles released by Mr. Ross include “Cold Dead Hand,” “Rebel,” and “What We Do For Fun Around Here.”

Doug E. Grau, President

Mr. Grau is currently our president and a director. He also serves as a director of American Rebel, Inc., our wholly-owned operating subsidiary. Mr. Grau has produced CEO Andy Ross’s three CDs and has worked with Andy in various capacities for eleven years. Mr. Grau worked as an executive at Warner Bros. Records in Nashville for fifteen years, developing the talents of Travis Tritt, Little Texas, David Ball, Jeff Foxworthy, Bill Engvall, Larry the Cable Guy, Ron White, and others. Mr. Grau graduated from Belmont University in Nashville, TN in 1985 with a Bachelor’s degree in Business Administration.

Corey Lambrecht, Director

Mr. Lambrecht is a 20+ year public company executive with broad experience in strategic acquisitions, corporate turnarounds, new business development, pioneering consumer products, corporate licensing, interactive technology services in addition to holding public company executive roles with responsibilities including day-to-day business operations, management, raising capital, board communication and investor relations. He is a Certified Director from the UCLA Anderson Graduate School of Management accredited Directors program. Since 2007 he has been a Director of CUI Global, Inc. (NASDAQ: CUI) and has served multiple terms on the Audit Committee and currently serves as the Compensation Committee Chairman. Mr. Lambrecht served on the Board of ORHub, Inc. (OTC: ORHB) from July 2016 through December 2019. On January 17, 2020, Mr. Lambrecht was appointed to serve as the Chief Financial Officer for Singlepoint Inc. (OTC: SING) and he previously served as a Board Member for Lifestyle Wireless, Inc. which, in 2012 merged into Singlepoint. In December 2011 he joined the Board of Guardian 8 Holdings, a leading non-lethal security product company, serving until early 2016. He most recently served as the President and Chief Operating Officer at Earth911 Inc., a subsidiary of Infinity Resources Holdings Company (OTC: IRHC) from January 2010 to July 2013.

5

Ronald A. Smith, COO and Chairman

Mr. Smith was appointed as Chief Operating Officer and Chairman on April 9, 2021. He also serves as CEO/President and a director of American Rebel, Inc., our wholly-owned operating subsidiary. Ronald Smith brings nearly 40 years of experience in company management to his position as CEO of American Rebel. For more than 23 years, he was the Owner/President of LADS Pet Supplies, a premium pet supplies wholesale distributor in the northeastern US that his parents founded in 1963. His role consisted of overseeing all facets of the business including sales and marketing, warehouse operations and shipping, and accounting and finance. Ronald provided a vision for growth and development of the business in a competitive, rapidly growing marketplace. It was Ronald’s leadership that helped guide their team to successfully grow and develop many start-up products into brand leaders in their category and vastly expand the business his parents had founded. As a respected distributor in the industry, he was able to foster business relationships with hundreds of business partners, including Proctor & Gamble, Mars and Bayer. After his nearly 40 years of experiencing the industry evolve into one of the largest and fastest growing sectors, Ronald sold his business to a national distribution company and retired from the pet supplies industry. His passion is developing strong relationships with brands that fall in the independent retail channel and Ronald is excited to use his experience and passion to help build the American Rebel brand into a category leader in the independent channel.

Compliance with Section 16(a) of the Exchange Act

Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), requires our executive officers and directors, and persons who beneficially own more than ten percent of our common stock, to file initial reports of ownership and reports of changes in ownership with the SEC. Executive officers, directors and greater than ten percent beneficial owners are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. Based upon a review of the copies of such forms furnished to us and written representations from our executive officers and directors, we believe that as of the date of this information statement they were not current in their filings. 

Code of Ethics

We have not adopted a code of ethics for our principal executive and financial officers. Our board of directors intends to address this issue in the future and adopt a code of ethics as appropriate. In the meantime, our management intends to promote honest and ethical conduct, full and fair disclosure in our reports to the SEC and comply with applicable governmental laws and regulations.

Corporate Governance

We are a smaller reporting company and, as a result, we did not have a standing nominating committee for directors, nor did we have an audit committee with an audit committee financial expert serving on that committee, nor did we have a compensation committee. Our entire board of directors acted as our nominating, audit, and compensation committees. Our board of directors intends to address these issues in the future and enact committees as appropriate.

Stockholder Communications with the Board of Directors

Stockholders who wish to communicate with the Board or a particular director may send a letter to the Secretary of the Company at 718 Thompson Lane, Suite 108-199, Nashville, Tennessee 37204. The mailing envelope must contain a clear notation indicating that the enclosed letter is a “Stockholder-Board Communication” or “Stockholder-Director Communication.” All such letters must identify the author as a stockholder and clearly state whether the intended recipients are all members of the Board or just certain specified individual Directors. The Secretary will make copies of all such letters and circulate them to the appropriate director or Directors.

6

See resumes above.

Limitation of Liability of Directors

Pursuant to the NRS, the Company’s Articles of Incorporation exclude personal liability for its directors for monetary damages based upon any violation of their fiduciary duties as directors, except as to liability for any breach of the duty of loyalty, acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or any transaction from which a director receives an improper personal benefit. This exclusion of liability does not limit any right which a director may have to be indemnified and does not affect any director’s liability under federal or applicable state securities laws. The Company has agreed to indemnify its directors against expenses, judgments, and amounts paid in settlement in connection with any claim against a director if he acted in good faith and in a manner he believed to be in the Company’s best interests.

Election of Officers

Officers are appointed to serve until the meeting of the board of directors following the next annual meeting of stockholders and until their successors have been elected and qualified.

Involvement in Certain Legal Proceedings

During the past ten years none of our executive officers have been involved in any legal proceedings that are material to an evaluation of their ability or integrity; namely: (1) filed a petition under federal bankruptcy laws or any state insolvency laws, nor had a receiver, fiscal agent or similar officer appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing; (2) been convicted in a criminal proceeding or named subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) been the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him or her from or otherwise limiting his/her involvement in any type of business, securities or banking activities; or (4) been found by a court of competent jurisdiction in a civil action, by the SEC or the Commodity Futures Trading Commission to have violated any federal or state securities law, and the judgment in such civil action or finding by the SEC has not been subsequently reversed, suspended, or vacated.