AMERICAN REBEL HOLDINGS, INC.
909 18th Avenue South, Suite A
Nashville, Tennessee 37212
INFORMATION STATEMENT
(Dated December 14, 2022)
NO VOTE OR OTHER ACTION OF AMERICAN REBEL’S STOCKHOLDERS IS REQUIRED IN
CONNECTION WITH THIS INFORMATION STATEMENT.
AMERICAN REBEL IS NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND AMERICAN REBEL A PROXY.
American Rebel Holdings, Inc., a Nevada corporation (“American Rebel”) 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 (the “Exchange Act”), 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 actions contemplated
herein.
The Information Statement is being mailed on or about December 16, 2022 to the holders of record at the close of business on December 9, 2022 (the “Record Date”),
of the Common Stock of American Rebel in connection with actions approved by written consent (the “Written Consent”) in lieu of an annual meeting to effectuate the
following (the “Actions”):
? To elect a new board of directors for American Rebel to hold office until the next annual stockholder’s meeting, (the current nominees are Charles A. Ross, Jr., Corey
Lambrecht, Doug Grau, Michael Dean Smith and Ken Yonika);
? To approve, for purposes of complying with Listing Rule 5635(d) of The Nasdaq Stock Market LLC (“Listing Rule 5635(d)”), the sale in a private placement of units
to Armistice Capital Master Fund Ltd. (“Armistice”) comprised of (i) 509,311 shares (the “Common Shares”) of the Company’s Common Stock, (ii) prefunded
warrants (the “Prefunded Warrants”) that are exercisable into 11,202,401 shares of Common Stock (the “Prefunded Warrant Shares”) and (iii) warrants (the
“Warrants”) to initially acquire up to 23,423,424 shares of Common Stock (the “Warrant Shares”) (the “Private Placement”);
? To (i) authorize up to a 1-for-25 reverse stock split of American Rebel’s Common Stock (the “Reverse Stock Split”), (ii) in connection therewith, approve an
amendment to American Rebel’s Articles of Incorporation to effectuate the Reverse Stock Split, and (iii) authorize any other action deemed necessary to effectuate the
Reverse Stock Split, without further approval or authorization of American Rebel stockholders, at any time within 12 months of the approval of this Action; and
? To reaffirm the appointment of BF Borgers CPA, PC as American Rebel’s independent auditors for the next year.
This Information Statement is being mailed on or about December 16, 2022 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 909 18th Avenue South, Suite A, Nashville, Tennessee 37212 and American Rebel’s telephone number is (833)
267-3235.
