UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

D.C. 20549

FORM

10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended

March 31, 2025

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

for

the transition period from ___ to ___

Commission

file number 001-41267

AMERICAN REBEL HOLDINGS, INC.
(Exact<br> name of registrant as specified in its charter)
Nevada	47-3892903
---	---
(State<br> or other jurisdiction<br><br> <br>of<br> incorporation or organization)	(I.R.S.<br> Employer<br><br> <br>Identification<br> No.)
5115 Maryland Way, Suite 303<br><br> <br>Brentwood, Tennessee	37027
(Address<br> of principal executive offices)	(Zip<br> Code)
Registrant’s<br> telephone number, including area code: (833) 267-3235
---

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common<br> Stock	AREB	The<br> Nasdaq Stock Market LLC
Common<br> Stock Purchase Warrants	AREBW	The<br> Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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 definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large<br> accelerated filer	☐	Accelerated<br> filer	☐
Non-accelerated<br> filer	☒	Smaller<br> reporting company	☒
		Emerging<br> 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 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The

number of shares of the registrant’s common stock outstanding as of May 14, 2025 was 6,538,335.

AMERICAN

REBEL HOLDINGS, INC.

INDEX

TO QUARTERLY REPORT ON FORM 10-Q

		Page No.
PART I. FINANCIAL INFORMATION		3
Item<br> 1.	Interim Consolidated Financial Statements (Unaudited)	3
	Consolidated Balance Sheets of American Rebel Holdings, Inc. at March 31, 2025 (Unaudited) and December 31, 2024 (Audited)	3
	Consolidated Statements of Operations of American Rebel Holdings, Inc. for the Three Months Ended March 31, 2025 and 2024 (Unaudited)	4
	Consolidated Statements of Stockholders Equity (Deficit) of American Rebel Holdings, Inc. for the Three Months Ended March 31, 2025 and 2024 (Unaudited)	5
	Consolidated Statements of Cash Flows of American Rebel Holdings, Inc. for the Three Months Ended March 31, 2025 and 2024 (Unaudited)	6
	Notes to the Condensed Financial Statements (Unaudited)	7
Item<br> 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	29
Item<br> 3.	Quantitative and Qualitative Disclosures about Market Risk	36
Item<br> 4.	Controls and Procedures	37
PART II. OTHER INFORMATION		38
Item<br> 1.	Legal Proceedings	38
Item<br> 1A.	Risk Factors	39
Item<br> 2.	Unregistered Sales of Equity Securities and Use of Proceeds	39
Item<br> 3.	Defaults Upon Senior Securities	44
Item<br> 4.	Mine Safety Disclosure	46
Item<br> 5.	Other Information	46
Item<br> 6.	Exhibits	47
Signatures		51

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PartI. Financial Information

Item1.- Interim Condensed Consolidated Financial Statements (Unaudited)

AMERICAN

REBEL HOLDINGS, INC.

UNAUDITED

CONDENSED CONSOLIDATED BALANCE SHEETS

			December 31, 2024
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	340,661		$	287,546
Accounts receivable, net	1,277,635			1,170,944
Prepaid expense	369,699			311,878
Inventory	4,203,422			4,555,311
Total Current Assets	6,191,417			6,325,679
Property and Equipment, net	253,213			274,216
OTHER ASSETS:
Lease deposits and other	8,455			47,107
Right-of-use lease assets	2,814,355			2,909,213
Intangible assets, net	437,500			450,000
Total Other Assets	3,260,310			3,406,320
TOTAL ASSETS	9,704,940		$	10,006,215
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
CURRENT LIABILITIES:
Accounts payable and other payables	3,420,993		$	3,193,022
Accrued expense and other	2,163,928			2,086,080
Accrued interest	1,714,952			1,259,922
Deferred revenue	279,076			286,716
Loan – Officers – related party	455,462			447,716
Loans – Working capital, net	4,603,859			4,938,465
Loan – Director – related party	400,000			400,000
Line of credit	1,842,129			1,992,129
Right-of-use lease liability, current	758,989			661,857
Total Current Liabilities	15,639,388			15,265,907
Right-of-use lease liability, long-term	2,078,225			2,372,190
TOTAL LIABILITIES	17,717,613			17,638,097
STOCKHOLDERS’ EQUITY (DEFICIT):
Preferred stock, 0.001 par value; 10,000,000 shares authorized; 328,658 and 301,256 issued and outstanding, at March 31, 2025 and December 31, 2024, respectively, comprised of Preferred Shares A, B, and D
Preferred Shares A	125			125
Preferred Shares B	75			75
Preferred Shares D	128			198
Preferred Shares	128			198
Common Stock, 0.001 par value; 600,000,000 shares authorized; 709,984 and 76,516 issued and outstanding at March 31, 2025 and December 31, 2024, respectively	710			77
Additional paid in capital	62,131,745			57,453,843
Accumulated deficit	(70,145,456	)		(65,086,200	)
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT)	(8,012,673	)		(7,631,882	)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)	9,704,940		$	10,006,215

All values are in US Dollars.

See

Notes to Financial Statements and Note 1 regarding non-reliance on financial information.

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AMERICAN

REBEL HOLDINGS, INC.

CONDENSED

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

****	For the Three Months Ended					****
****	March 31, 2025		****	March 31, 2024		****
Revenue		2,511,324			4,043,837
Cost of goods sold		2,222,270			3,202,514
Gross margin		289,054			841,323
Expenses:
Consulting/payroll and other costs		738,977			551,913
Compensation expense – officers – related party		-			212,500
Compensation expense – officers – deferred comp – related party		164,063			1,134,000
Rental expense, warehousing, outlet expense		57,114			151,666
Product development costs		93,467			98,629
Marketing and brand development costs		695,491			265,055
Administrative and other		1,470,587			680,514
Depreciation and amortization expense		35,774			24,315
Total operating expenses		3,255,473			3,118,592
Operating income (loss)		(2,966,419	)		(2,277,269	)
Other Income (Expense)
Interest expense		(723,942	)		(423,859	)
Interest income		264			512
Loss on sale of equipment		-			(662	)
Other income		18,000			-
Loss on debt extinguishment		(499,794	)		-
Loss on settlement of liability		(887,365	)		-
Net loss before income tax provision		(5,059,256	)		(2,701,278	)
Provision for income tax		-			-
Net loss		(5,059,256	)		(2,701,278	)
Basic and diluted income (loss) per share		(23.45	)		(27.47	)
Weighted average common shares outstanding - basic and diluted		215,747			98,352

---

See

Notes to Financial Statements and Note 1 regarding non-reliance on financial information.

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AMERICAN

REBEL HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY/(DEFICIT)

FOR

THE THREE MONTHS ENDED

MARCH

31, 2025 AND 2024 (UNAUDITED)

	Common Stock		Common Stock Amount		Preferred Stock			Preferred Stock Amount			Additional Paid-in Capital			Accumulated Deficit			Total
Balance - December 31, 2024		76,516	$	77		398,256		$	398		$	57,453,843		$	(65,086,200	)	$	(7,631,882	)
Series A compensation expense		-		-		-			-			164,063			-			164,063
Issuance of Common Stock for liabilities settlement		282,280		282		-			-			2,597,145			-			2,597,427
Issuance of Series D Preferred Stock in connection with loans – working capital, net		-		-		18,736			19			190,352			-			190,371
Issuance of Common stock in connection with consulting and financing agreements		4,680		5		-			-			2,201			-			2,206
Conversion of Series D Preferred Stock into Common Stock		17,667		18		(88,334	)		(88	)		71			-			-
Conversion of notes payable into Common Stock		305,263		305		-			-			1,724,093			-			1,724,398
Effect of reverse stock split		23,578		23		-			-			(23	)		-			-
Net loss		-		-		-			-			-			(5,059,256	)		(5,059,256	)
Balance - March 31, 2025		709,984	$	710		328,658		$	328		$	62,131,745		$	(70,145,456	)	$	(8,012,673	)
	Common Stock		Common Stock Amount		Preferred Stock		Preferred Stock Amount		Additional Paid-in Capital		Accumulated Deficit			Total
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
Balance - December 31, 2023		26,133	$	26		200,000	$	200	$	51,555,427	$	(47,481,836	)	$	4,073,817
Balance		26,133	$	26		200,000	$	200	$	51,555,427	$	(47,481,836	)	$	4,073,817
Series A compensation expense		-		-		-		-		1,134,000		-			1,134,000
Net loss		-		-		-		-		-		(2,701,278	)		(2,701,278	)
Balance - March 31, 2024		26,133	$	26		200,000	$	200	$	52,689,427	$	(50,183,114	)	$	2,506,539
Balance		26,133	$	26		200,000	$	200	$	52,689,427	$	(50,183,114	)	$	2,506,539

See

Notes to Financial Statements and Note 1 regarding non-reliance on financial statements.

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AMERICAN

REBEL HOLDINGS, INC.

CONDENSED

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

	For the Three Months Ended
	March 31, 2025			March 31, 2024
CASH FLOW FROM OPERATING ACTIVITIES:
Net loss		(5,059,256	)		(2,701,278	)
Depreciation and amortization		129,124			24,315
Non-cash, in-kind interest settled		245,108			-
(Gain) loss on disposition of property		-			662
Deferred compensation in connection with Series A preferred shares		164,063			1,134,000
Loss on debt extinguishment		499,794			-
Loss on settlement of liability		887,365			-
Adjustments to reconcile net loss to cash (used in) operating activities:
Accounts receivable		(106,690	)		(150,894	)
Prepaid expense and other		(57,821	)		(17,304	)
Inventory		351,888			(722,738	)
Lease deposits and other		38,655			-
Accounts payable		1,938,031			480,276
Accrued expenses		77,849			45,125
Accrued interest		455,030			-
Deferred revenue		(7,640	)		-
Right-of-use lease liabilities		(101,975	)		-
Net Cash (Used in) Operating Activities		(546,475	)		(1,907,836	)
CASH FLOW FROM INVESTING ACTIVITIES:
(Purchase) Disposition of property and equipment		(2,272	)		410
Net Cash (Used in) Provided by Investing Activities		(2,272	)		410
CASH FLOW FROM FINANCING ACTIVITIES:
Proceeds from line of credit		-			361,512
Proceeds from loans - officer - related party		-			351,575
Proceeds from working capital loans, net		849,830			1,600,000
Repayments of working capital loans, net		(92,713	)		(878,464	)
Origination fees		(13,000	)		-
Proceeds of loans – officer - related party		7,745			-
Payments on line of credit		(150,000	)		-
Net Cash Provided by Financing Activities		601,862			1,434,623
CHANGE IN CASH		53,115			(472,803	)
CASH AT BEGINNING OF PERIOD		287,546			1,147,696
CASH AT END OF PERIOD		340,661			674,893
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for:
Interest		134,665			134,573
Income taxes		-			-

See

Notes to Financial Statements and Note 1 regarding non-reliance on financial information.

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AMERICAN

REBEL HOLDINGS, INC.

NOTES

TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH

31, 2205

(Unaudited)

NOTE

1 – PREVIOUSLY ISSUED FINANCIAL STATEMENTS

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On May 3, 2024, the SEC entered an order instituting settled administrative and cease-and-desist proceedings against BF Borgers CPA PC (“Borgers”) and its sole audit partner, Benjamin F. Borgers CPA, permanently barring Mr. Borgers and Borgers (collectively, “BF Borgers”) from appearing or practicing before the SEC as an accountant (the “Order”). As a result of the Order, BF Borgers may no longer serve as the Company’s independent registered public accounting firm, nor can BF Borgers issue any audit reports included in Commission filings or provide consents with respect to audit reports.

As reported in the Current Report on Form 8-K filed with the Commission on May 6, 2024, in light of the Order, the Audit Committee (the “Committee”) of the Board of Directors of the Company on May 6, 2024, unanimously approved to dismiss, and dismissed BF Borgers as the Company’s independent registered public accounting firm.

On May 14, 2024, the Committee approved the engagement of GBQ Partners LLC (“GBQ”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024 and the reaudits of the years ended December 31, 2023 and 2022.

The Company filed its Form 10-K/A with the reaudits of the years ended December 31, 2023 and 2022 with the SEC on January 29, 2025.

The Company has included the comparative three months ended March 31, 2024 in this filing; however, these figures have not been restated due to the undue burden it would place on the Company. Additionally, the Company has not restated its Form 10-Q for the period ended June 30, 2024 due to the undue burden this would also have on the Company. The impact of any adjustments to the quarters ended March 31, 2024 and June 30, 2024 were included in the three months ended September 30, 2024 Form 10-Q. Accordingly, the accompanying consolidated statement of operations, the consolidated statement of stockholders’ equity/(deficit) and the consolidated statement of cash flows for the three months ended March 31, 2024, and the accompanying notes for the three months ended March 31, 2024 should not be relied upon.

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NOTE

2 – ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

The Company was incorporated on December 15, 2014, under the laws of the State of Nevada, as CubeScape, Inc. Effective January 5, 2017, the Company amended its articles of incorporation and changed its name to American Rebel Holdings, Inc. On June 19, 2017, the Company completed a business combination with its majority stockholder, American Rebel, Inc. As a result, American Rebel, Inc. became a wholly-owned subsidiary.

Nature of Operations

The Company develops and sells branded products in the self-defense, safe storage and other patriotic product areas using a wholesale distribution network, utilizing personal appearances, musical venue performances, as well e-commerce and television. The Company’s products are marketed under the American Rebel Brand and are proudly imprinted with such branding. Through its “Champion Entities” (which consists of Champion Safe Co., Inc., Superior Safe, LLC, Safe Guard Security Products, LLC, and Champion Safe De Mexico, S.A. de C.V.), the Company promotes and sells its safe and storage products through a growing network of dealers, in select regional retailers and local specialty safe, sporting goods, hunting and firearms retail outlets, as well as through online avenues, including website and e-commerce platforms. The Company sells its products under the Champion Safe Co., Superior Safe Company and Safe Guard Safe Co. brands as well as the American Rebel Brand. On August 9, 2023, the Company entered into a Master Brewing Agreement (the “Brewing Agreement”) with Associated Brewing Company, a Minnesota limited liability company (“Associated Brewing”). Under the terms of the Brewing Agreement, Associated Brewing has been appointed as the exclusive producer and seller of American Rebel branded spirits, with the initial product being the American Rebel Light Beer (“American Rebel Beer”). The Company established American Rebel Beverages, LLC as a wholly-owned subsidiary to hold the licenses with respect to the beer business. American Rebel Beer launched in 2024.

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To varying degrees, the development of geopolitical conflicts, supply chain disruptions, government actions to slow rapid inflation in recent years and predictable sales cycles have produced varying effects on the business. The economic effects from these events over the long term cannot be reasonably estimated at this time. Accordingly, estimates used in the preparation of the financial statements, including those associated with the evaluation of certain long-lived assets, goodwill and other intangible assets for impairment, expected credit losses on amounts owed to the Company (through accounts receivable) and the estimations of certain losses assumed under warranty and other liability contracts, may be subject to significant adjustments in future periods.

Interim Financial Statements and Basis of Presentation

The accompanying unaudited interim financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, and with the rules and regulations of the SEC set forth in Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by the U.S. GAAP for complete financial statements. The unaudited interim financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. Unaudited interim results are not necessarily indicative of the results for the full fiscal year. These financial statements should be read along with the Annual Report filed on Form 10-K of the Company for the period ended December 31, 2024, and notes thereto contained, filed on April 9, 2025.

Principles of Consolidation

The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, American Rebel, Inc., American Rebel Beverages, LLC, and the Champion Entities. All significant intercompany accounts and transactions have been eliminated.

Year-end

The Company’s year-end is December 31.

Cash and Cash Equivalents

For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. The carrying value of these investments approximates fair value.

Inventory and Inventory Deposits

Finished goods inventory primarily consists of backpacks, jackets, and related accessories, safes, and packaged beer available for sale. Raw materials primarily consists of component parts used in the assembly of safes and packaging materials. Apart from safes, the Company’s finished goods are manufactured or otherwise produced by outside parties to the Company’s specifications. Inventory is carried at the lower of cost (First-in, First-out Method) or net realizable value. The Company determines an estimate for the reserve of slow moving or obsolete inventories by regularly evaluating individual inventory levels, projected sales and current economic conditions. From time-to-time, the Company makes deposit payments on certain inventory purchases that are presented separately in the accompanying consolidated financial statements as inventory deposits until the goods are received into inventory.

Property and Equipment

Property and equipment are stated at cost, net of accumulated depreciation. Additions and improvements are capitalized while ordinary maintenance and repair expenditures are charged to expense as incurred. Depreciation is recorded using the straight-line method over the estimated useful life of the asset, which ranges from five to fifteen years.

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Revenue Recognition and Accounts Receivable

In accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers, revenues are recognized when control of the promised goods or services is transferred to our clients, in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods and services. To achieve this core principle, we apply the following five steps: (1) Identify the contract with a client; (2) Identify the performanceobligations in the contract; (3) Determine the transaction price; (4) Allocate the transaction price to performance obligations in thecontract; and (5) Recognize revenues when or as the company satisfies a performance obligation.

These steps are met when an order is received, a price is agreed to, and the product is shipped or delivered to that customer. Additionally, the Company offers extended warranties for the locking mechanism of its safes, which are separately purchased by customers. Warranty income is recognized over time based on the estimated useful life of the locks, which approximates 10 years. Unrecognized warranty income is presented as deferred revenue in the accompanying consolidated financial statements. Warranty income recognized was not significant for the three months ended March 31, 2025 and 2024.

The

carrying amount of accounts receivable is reduced by an allowance for bad debts and expected credit losses, as necessary, that reflects management’s best estimate of the amount that will not be collected. This estimation takes into consideration historical experience, current conditions and, as applicable, reasonable supportable forecasts. Actual results could vary from the estimate. Accounts are charged against the allowance when management deems them to be uncollectible. The allowance for doubtful accounts was approximately $221,000 and $315,000 at March 31, 2025 and December 31, 2024, respectively. Net accounts receivable was $1,277,635, $1,170,944 and $2,674,540 at March 31, 2025, December 31, 2024, and January 1, 2024, respectively.

The following table sets forth the approximate percentage of revenue by primary category:

SCHEDULE

OF REVENUE PERCENTAGE

Percentage of revenue:	2025			2024
	For the Three Months Ended March 31,
Percentage of revenue:	2025			2024
Safes		96	%		98	%
Soft goods and other		2	%		2	%
Beverages		2	%		0	%
Total		100	%		100	%
Percentage of revenue		100	%		100	%

Fair Value of Financial Instruments

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of March 31, 2025 and December 31, 2024, respectively. The respective carrying value of certain financial instruments approximated their fair values. These financial instruments include cash and accounts payable. Fair values were assumed to approximate carrying values for cash and payables because they are short term in nature and their carrying amounts approximate fair values or they are payable on demand.

The three levels of inputs used to measure fair value are as follows:

Level 1: The preferred inputs to valuation efforts are “quoted prices in active markets for identical assets or liabilities,” with the caveat that the reporting entity must have access to that market. Information at this level is based on direct observations of transactions involving the same assets and liabilities, not assumptions, and thus offers superior reliability. However, relatively few items, especially physical assets, actually trade in active markets.

Level 2: FASB acknowledged that active markets for identical assets and liabilities are relatively uncommon and, even when they do exist, they may be too thin to provide reliable information. To deal with this shortage of direct data, the board provided a second level of inputs that can be applied in three situations.

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Level 3: If inputs from levels 1 and 2 are not available, FASB acknowledges that fair value measures of many assets and liabilities are less precise. The board describes Level 3 inputs as “unobservable,” and limits their use by saying they “shall be used to measure fair value to the extent that observable inputs are not available.” This category allows “for situations in which there is little, if any, market activity for the asset or liability at the measurement date”. Earlier in the standard, FASB explains that “observable inputs” are gathered from sources other than the reporting company and that they are expected to reflect assumptions made by market participants.

Stock-Based Compensation

The Company records stock-based compensation in accordance with the guidance in ASC Topic 718, which requires the Company to recognize expense related to the grant date fair value of its employee stock awards. The Company recognizes the cost of employee share-based awards over the requisite service period, which represents the vesting period of the award. Stock-based compensation primarily relates to the Company’s Series A Preferred Stock awards.

The Company accounts for equity instruments issued in exchange for the receipt of goods or services from non-employees in accordance with ASC 718-10 and the conclusions reached ASC 505-50. Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earliest of a performance commitment or completion of performance by the provider of goods or services as defined by ASC 505-50.

Earnings Per Share

Net loss per common share is computed by dividing net loss by the weighted average common shares outstanding during the period as defined by ASC 260 - Earnings per Share. Basic earnings per common share (“EPS”) calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year and the effect of pre-funded warrants issued. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding. Because the Company incurred net losses for each of the years presented, the effect of dilutive securities, excluding pre-funded warrants, have been excluded as the effect on EPS is antidilutive.

Fully diluted shares outstanding is the total number of shares that the Company would theoretically have if all dilutive securities were exercised and converted into shares. Dilutive securities include options, warrants, convertible debt, preferred stock and anything else that can be converted into shares. Potential dilutive shares consist of the incremental common shares issuable upon the exercise of dilutive securities, calculated using the treasury stock method. The calculation of dilutive shares outstanding excludes out-of-the-money options (i.e., such options’ exercise prices were greater than the average market price of our common shares for the period) because their inclusion would have been antidilutive.

SCHEDULE

OF EARNINGS PER SHARE

	March 31, 2025			March 31, 2024
Shares used in computation of basic earnings per share for the year ended		196,306			98,352
Pre-funded warrants		19,441			-
Total denominator		215,747			98,352
Net loss	$	(5,059,256	)	$	(2,701,278	)
Fully diluted loss per share	$	(23.45	)	$	(27.47	)

In periods of losses, diluted loss per share is computed on the same basis as basic loss per share as the inclusion of any other potential shares outstanding would be antidilutive.

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Income Taxes

The Company follows ASC Topic 740 for recording provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expense or benefit is based on the changes in the asset or liability for each period. If available evidence suggests that it is more likely than not that some portion or the entire deferred tax asset will not be realized, a valuation allowance is required to reduce the deferred tax asset to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income tax in the period of change. For the three months ended March 31, 2025 and 2024, respectively, no income tax expense has been recorded given significant losses incurred and resulting valuation allowance on such losses.

Deferred income tax may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse.

The Company applies a more-likely-than-not recognition threshold for all tax uncertainties. ASC Topic 740 only allows the recognition of tax benefits that have a greater than fifty percent likelihood of being sustained upon examination by taxing authorities. As of March 31, 2025 and December 31, 2024, the Company reviewed its tax positions and determined there were no outstanding, or retroactive tax positions with less than a 50% likelihood of being sustained upon examination by the taxing authorities, therefore this standard has not had a material effect on the Company. The Company does not anticipate any significant changes to its total unrecognized tax benefits within the next 12 months and maintains sufficient net operating loss carryforwards in the event uncertain tax positions are identified. As necessary, the Company classifies tax-related penalties and net interest as income tax expense.

Leases

ASC 842 requires lessees to recognize substantially all leases on the balance sheet as a Right-of-use (“ROU”) asset and a lease liability and requires leases to be classified as either an operating or a finance type lease. The standard excludes leases of intangible assets or inventory. The Company elected the practical expedient related to treating lease and non-lease components as a single lease component for all equipment leases as well as electing a policy exclusion permitting leases with an original lease term of less than one year to be excluded from the ROU assets and lease liabilities.

Under ASC 842, the Company determines if an arrangement is a lease at inception. ROU assets and liabilities are recognized at commencement date based on the present value of remaining lease payments over the lease term. For this purpose, the Company considers only payments that are fixed and determinable at the time of commencement. As most of the Company’s leases do not provide an implicit rate, the Company estimated the incremental borrowing rate in determining the present value of lease payments. The ROU asset also includes any lease payments made prior to commencement and is recorded net of any lease incentives received. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise such options.

Operating leases are included in operating lease Right-of-use assets and operating lease liabilities, current and non-current, on the Company’s condensed consolidated balance sheets. The Company had no financing leases as of and for the three months ended March 31, 2025 and 2024.

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Recent Accounting Pronouncements

In October 2023, the FASB issued ASU No. 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative. This update modifies the disclosure or presentation requirements of a variety of topics in the Accounting Standards Codification to conform with certain SEC amendments in Release No. 33-10532, Disclosure Update and Simplification. The amendments in this update should be applied prospectively, and the effective date for each amendment will be the date on which the SEC’s removal of that related disclosure from Regulation S-X or S-K becomes effective. However, if the SEC has not removed the related disclosure from its regulations by June 30, 2027, the amendments will be removed from the Codification and not become effective. Early adoption is prohibited. We are currently evaluating the potential impact of this guidance on our consolidated financial statements.

Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

Concentration Risk

The Company did not have any vendor or customer concentrations as of March 31, 2025 or December 31, 2024.

NOTE

3 – GOING CONCERN

The

accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the recoverability of assets and the satisfaction of liabilities in the normal course of business. As noted above, the Company is in the growth and acquisition stage and, accordingly, has not yet reached profitability from its operations. Since inception, the Company has been engaged in financing activities and executing its plan of operations and incurring costs and expenses related to product development, branding, inventory buildup and product launch. As a result, the Company has continued to incur significant net losses for the three months ended March 31, 2025 and 2024 of ($5,059,256) and ($2,701,278), respectively. The Company’s accumulated deficit was ($70,145,456) as of March 31, 2025 and ($65,086,200) as of December 31, 2024. The Company’s working capital deficit was $(9,447,971) as of March 31, 2025, compared to a working capital deficit of $(8,940,228) as of December 31, 2024.

The ability of the Company to continue as a going concern is dependent upon its ability to raise capital from the sale of its equity and, ultimately, the achievement of significant operating revenues and profitability.

Management believes that sufficient funding can be secured through the obtaining of loans, as well as future offerings of its preferred and common stock. However, no assurance can be given that the Company will obtain this additional working capital, or if obtained, that such funding will not cause substantial dilution to its existing stockholders. As indicated in the footnotes to the consolidated financial statements, most of the current debt instruments are charging high interest rates. These interest payments and/or premium repayments and prepayments may make it difficult for the Company to enter into new debt agreements. If the Company is unable to secure such additional funds from these sources, it may be forced to change or delay some of its business objectives and efforts. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern.

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These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

NOTE

4 – INVENTORY AND DEPOSITS

Inventory and deposits include the following:

SCHEDULE

OF INVENTORY AND DEPOSITS

	March 31,<br> <br>2025			December 31,<br><br> <br>2024
		(Unaudited)			(Audited)
Inventory – raw materials	$	2,059,745		$	1,966,395
Inventory – finished goods		2,409,185			2,870,781
Less reserve for excess and obsolete inventory		(265,508	)		(281,865	)
Total Inventory	$	4,203,422		$	4,555,311

The Company accounts for excess and obsolete inventory with a reserve that is established based on management’s estimates of the net realizable value of the related products. These reserves are product specific and are based upon analyses of product lines that are slow moving or expected to become obsolete due to significant product enhancements.

When inventory is physically disposed of, the Company accounts for the write-offs by making a debit to the reserve and a credit to inventory for the standard cost of the inventory item. The valuation reserve is applied as an estimate to specific product lines. Since the inventory item retains its standard cost until it is either sold or written off, the reserve estimates will differ from the actual write-off. There were no material write-offs or inventory reserves during the three months ended March 31, 2025 and 2024.

Included

in finished goods is approximately $132,000 and $162,000 in finished products related to our American Rebel branded beer lager as of March 31, 2025 and December 31, 2024, respectively. This inventory is immediately available to the consumer and for distribution.

NOTE

5 – PROPERTY AND EQUIPMENT

Property and equipment include the following:

SCHEDULE OF PROPERTY AND EQUIPMENT

	March 31,<br> <br>2025			December 31,<br><br> <br>2024
	(Unaudited)			(Audited)
Plant, property and equipment	$	353,862		$	351,590
Vehicles		413,555			413,555
Property and equipment gross		767,417			765,145
Less: Accumulated depreciation		(514,204	)		(490,929	)
Net property and equipment	$	253,213		$	274,216

For

the three months ended March 31, 2025 and 2024, the Company recognized $23,274 and $24,315 in depreciation expense, respectively.

NOTE

6 – RELATED PARTY NOTES PAYABLE AND RELATED PARTY TRANSACTIONS

Employment Agreements

Charles

A. Ross, Jr. serves as the Company’s Chief Executive Officer. Compensation for Mr. Ross was $153,707 and $149,520 (including bonus) plus stock awards for the three months ended March 31, 2025 and 2024, respectively. As of March 31, 2025 and December 31, 2024, approximately $467,000 and $338,000 in accrued and unpaid compensation was outstanding and included in accrued expenses and other in the accompanying consolidated balance sheets, respectively.

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Doug

E. Grau serves as the Company’s President and Interim Principal Accounting Officer. Compensation for Mr. Grau was $34,546 and $67,145 plus stock awards for the three months ended March 31, 2025 and 2024, respectively. As of March 31, 2025 and December 31, 2024, approximately $237,000 and $203,000 in accrued and unpaid compensation was outstanding and included in accrued expenses and other in the accompanying consolidated balance sheets, respectively.

Corey

Lambrecht serves as the Company’s Chief Operating Officer. Mr. Lambrecht’s employment agreement provides for an initial annual base salary of $260,000, which may be adjusted by the board of directors of the Company. Mr. Lambrecht earned approximately $124,887 and $121,485 (including bonus) for his services as an officer of the Company for the three months ended March 31, 2025 and 2024, respectively. As of March 31, 2025 and December 31, 2024, approximately $499,000 and $316,000 in accrued and unpaid compensation was outstanding and included in accrued expenses and other in the accompanying consolidated balance sheets, respectively.

There

were no new stock awards granted and issued to Messrs. Ross, Grau and Lambrecht during 2025 and 2024. Additionally, the aforementioned officers advanced the Company approximately $8,000 and $214,000 for the three months ended March 31, 2025 and 2024, respectively, of which approximately $455,000 and $447,000 was outstanding as of March 31, 2025 and December 31, 2024, respectively. The advances are unsecured non-interest-bearing demand notes. These officers provided these loans as short-term funding.

Series A Convertible Preferred Stock

The

Company, in connection with its employment agreements, as amended, reserved for the issuance of 62,500,000 shares of its common stock that are convertible under the Series A preferred stock conversion terms. The Series A preferred stock is convertible into 500 shares of common stock for every one share of Series A preferred stock.

Per

Mr. Lambrecht’s employment agreement entered into on November 20, 2023, the share-award grant is to vest 1/4th upon the signing of Mr. Lambrecht’s employment, another 1/4th on January 1, 2024, another 1/4th on January 1, 2025 and the remaining 1/4th on January 1, 2026. Mr. Lambrecht’s employment agreement has a term running from November 20, 2023 through December 31, 2026, a term of 37 and ½ months. For the three months ended March 31, 2025 and 2024, the Company recognized $39,063 and $225,667 in compensation expense attributable to the share award grant and respective earn-out. On January 1, 2025 another 6,250 shares of Series A preferred stock vested for Mr. Lambrecht, providing for a total of 41,667 shares of common stock that Mr. Lambrecht may convert his Series A preferred shares into.

Mr.

Ross’s amended employment agreement had an effective date of November 20, 2023. The share-award grant will vest 1/5th on January 1, 2024, another 1/5th on January 1, 2025, 1/5th on January 1, 2026, 1/5th on January 1, 2027 and the remaining 1/5th on January 1, 2028. Mr. Ross’s amended employment agreement has an effective term running from November 20, 2023 through December 31, 2026, a term of 37 and ½ months. For the three months ended March 31, 2025 and 2024, the Company recognized $62,500 and $454,167 in compensation expense attributable to the share award grant and respective earn-out. On January 1, 2025 an additional 10,000 shares of Series A preferred stock vested for Mr. Ross, providing for a total of 44,444 shares of common stock that Mr. Ross may convert his Series A preferred shares into at any time.

Mr.

Grau’s amended employment agreement had an effective date of November 20, 2023. The share-award grant will vest 1/5th on January 1, 2024, another 1/5th on January 1, 2025, 1/5th on January 1, 2026, 1/5th on January 1, 2027 and the remaining 1/5th on January 1, 2028. Mr. Grau’s amended employment agreement has an effective term running from November 20, 2023 through December 31, 2026, a term of 37 and ½ months. For the three months ended March 31, 2025 and 2024, the Company recognized $62,500 and $454,167 in compensation expense attributable to the share award grant and respective earn-out. On January 1, 2025 an additional 10,000 shares of Series A preferred stock vested for Mr. Grau, providing for a total of 44,444 shares of common stock that Mr. Grau may convert his Series A preferred shares into at any time.

For the three months ended March 31, 2025, no shares of Series A preferred stock were converted to common stock.

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Stock-Based Compensation

The Company, in connection with various employment and independent directors’ agreements, is required to issue shares of its common stock as payment for services performed or to be performed. The value of the shares issued is determined by the fair value of the Company’s common stock that trades on the Nasdaq Capital Market. This value on the date of grant is afforded to the Company for the recording of stock compensation to employees and other related parties or control persons and the recognition of this expense over the period in which the services were incurred or performed. Most of the Company’s agreement for stock compensation provide for services performed to have been satisfied by the initial grant, thereby incurring the cost immediately from the grant.

Stock-based

compensation is presented in accordance with the guidance of ASC Topic 718, “Compensation – Stock Compensation” (“ASC 718”). Under the provisions of ASC 718, the Company is required to estimate the fair value of share-based payment awards on the date of grant using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods in our statements of operations. Where the stock-based compensation is not an award, option, warrant or other common stock equivalent, the Company values the shares based on fair value with respect to its grant date and the price that investors may have been paying for the Company’s common stock on that date in its various exempt private placement offerings. Stock-based compensation expense totaled $164,063 and $1,134,000 for the three months ended March 31, 2025 and 2024, respectively, and primarily relates to the aforementioned Series A preferred stock awards.

Taxable value of the stock-based compensation is recorded in accordance with the Internal Revenue Service’s regulations as it pertains to employees, control persons and others whereby they receive share-based payments. This may not always align with what the Company records these issuances in accordance with GAAP. There are no provisional tax agreements or gross-up provisions with respect to any of our share-based payments to these entities. The payment or withholding of taxes is strictly left to the recipient of the share-based payments, or the modification of share-based payments.

Director’s Note

On

June 28, 2024, the Company entered into a short-term loan with a director, Lawrence Sinks (“Mr. Sinks”), evidenced by a promissory note in the principal amount of $400,000 (the “Director’s Note”). Proceeds from the Director’s Note are to be utilized solely by the Company’s wholly-owned subsidiary, American Rebel Beverages, LLC. The Director’s Note was due on September 30, 2024, with a repayment amount of $520,000. As of March 31, 2025, the note had not been repaid and remained outstanding, of which $400,000 is presented in the accompanying consolidated balance sheet within Loan – Director – related party, and the remaining $120,000 within accrued interest in the accompanying consolidated balance sheet.

NOTE

7 – LINE OF CREDIT – FINANCIAL INSTITUTION

During

February 2023, the Company entered into a $2 million master credit agreement (credit facility) with Bank of America (“LOC”). The LOC accrues interest at a rate determined by the Bloomberg Short-Term Bank Yield Index (“BSBY”) Daily Floating Rate plus 2.05 percentage points (which at March 31, 2025 and December 31, 2024 for the Company was 6.93% and 7.25%, respectively), and is secured by all the assets of the Champion Entities. The LOC originally expired February 28, 2024, and was extended to April 30, 2024. The following table shows outstanding amounts due under the LOC:

SCHEDULE

OF LINE OF CREDIT

	March 31, 2025		December 31, 2024
	(Unaudited)		(Audited)
Line of credit from a financial institution.	$	1,842,129	$	1,992,129
Total recorded as a current liability	$	1,842,129	$	1,992,129

As of March 31, 2025 and December 31, 2024 the total balance due of $1,842,129 and $1,992,129, respectively, is reported as current as the LOC was to be repaid within one year, with subsequent drawdowns as needed by the Company.

Upon inception the Company paid a one-time

loan fee equal to 0.1% of the LOC amount available. In the likelihood of default, the default interest automatically increases to 6% over the BSBY plus an additional 2.05% rate.

The

balance at the maturity was approximately $1.9 million and access to the line of credit with Bank of America was terminated.

On July 25, 2024, the Company received a notice of default and demand for payment from Bank of America regarding the Company’s Line of Credit. The Company is currently negotiating a forbearance or other cure to the default and a plan for repayment of the credit facility within 60 to 90 days with its assigned relationship manager at the bank. As discussed further in Note 12, Bank of America has filed a complaint in the Fourth Judicial District Court in and for Utah County, State of Utah (Case No. 250401345) against the Company and its subsidiaries.

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NOTE

8 – NOTES PAYABLE – WORKING CAPITAL

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The Company has several working capital loan agreements in place, which are described in detail below.

SCHEDULE

OF WORKING CAPITAL

		December 31, 2024
Working capital loan agreement with a limited liability company domiciled in the state of Virginia. The working capital loan requires an initial payment of 13,881.78 on June 30, 2024 with eight (8) additional payments of 13,881.78 on the 30th of each month following funding. The working capital loan was due and payable on February 28, 2025. The working capital loan has an effective interest rate of 18.8% without taking into account the 12% original issue discount charged upon entering into the loan. This working capital loan has a conversion right associated with it in the case of an Event of Default as that term is defined below. The conversion price subject to the conversion right allows the holder of the working capital loan to receive shares not subject to Rule 144 issued as full payment for principal and (all) accrued interest at a 25% discount to market, and that market price is the lowest trading price of the Company’s common stock during the ten (10) trading days prior to the notice of conversion by the holder. No Black Scholes calculation has been made with respect to the working capital loan as the Event of Default is highly unlikely. The holder of the working capital loan has required the Company to hold sufficient enough shares in reserve to satisfy the conversion at a factor of four (4) for one (1). The loan was converted during the three months ended March 31, 2025 at a conversion rate of 0.825 for 62,930 shares of common stock.	-		40,369
The Company has entered a number of working capital loan agreements structured as Revenue Interest Purchase Agreements (“revenue participation interest”, “RIP”). These working capital loans provided for a purchase of an ownership interest in the revenues of our Champion subsidiary. The revenue participation interest requires payments ranging from 10,000 to 30,000 per month until the revenue participation interest is repurchased by the Company. The revenue participation interest is subject to a repurchase option by the Company. The repurchase price during the initial period ranges from 70,313 to 562,500. The repurchase price of the loans increases to 75,938 to 607,500 after the initial period has passed. The repurchase price is reduced by any revenue payments paid by the Company to the lender prior the loan being paid in full. The Revenue Interest Purchase Agreement also required the Company to make payments commencing after June 1, 2024 ranging from 3.86% to 15.45% of the net proceeds received by the Company from the Regulation A Offering. In the event of default, the Company is obligated to pay an additional 25% of any and all amounts due, immediately. Two of the RIP agreements converted a potion of the amount due to the Company’s Series D Preferred stock.	675,000		675,000
On November 11, 2024, the Company entered into a Purchase and Exchange Agreement among an investor (the “Purchaser”) and Altbanq Lending LLC (the “Seller”), pursuant to which the Purchaser agreed to purchase from the Seller a portion (150,469.11) of a promissory note dated March 27, 2024 in the original principal amount of 1,330,000 (the “Note”), with a current balance payable of 1,229,350 (the “Note Balance”). Contemporaneously with assignment of the assigned note portion to the Purchaser, the Company exchanged the 150,469.11 of assigned note portion for 78,615 shares of the Company’s common stock as a 3(a)(9) exchange. At any time during the ninety days after the initial closing, the Purchaser may purchase additional portions of the Note, at one or more closing, by sending an additional closing notice in the amount set forth in the additional note notice and the Company will exchange such additional portions for shares of its common stock. During the three months ended March 31, 2025, the Company paid 120,046 in interest expense and converted a balance of 777,666 into 278,596 shares of common stock, resulting in a loss on extinguishment of debt of 411,718.	301,215		1,078,881
Standard Merchant Cash Advance Agreement (the “Factoring Agreement”), with an accredited investor lending source (“Financier”). Under the Factoring Agreement, our wholly-owned subsidiary sold to Financier a specified percentage of its future receipts (as defined by the Factoring Agreement, which include any and future revenues of Champion Safe Company, Inc. (“Champion”), another wholly-owned subsidiary of the Company, and the Company) equal to 357,500 for 250,000, less origination and other fees of 12,500. Our wholly-owned subsidiary agrees to repay this purchased receivable amount in equal weekly installments of 17,875. Financier has specified customary collection procedures for the collection and remittance of the weekly payable amount including direct payments from specified authorized bank accounts. The Factoring Agreement expressly provides that the sale of the future receipts shall be construed and treated for all purposes as a true and complete sale and includes customary provisions granting a security interest under the Uniform Commercial Code in accounts and the proceeds, subject to existing liens. The Factoring Agreement also provides customary provisions including representations, warranties and covenants, indemnification, arbitration and the exercise of remedies upon a breach or default. The obligations of our wholly-owned subsidiary, Champion and the Company under the Factoring Agreement are irrevocably, absolutely, and unconditionally guaranteed by Charles A. Ross, Jr., the Company’s Chairman and Chief Executive Officer. The Personal Guaranty of Performance by Mr. Ross to Financier provides customary provisions, including representations, warranties and covenants.	87,343		87,343
Working Capital loan agreement with an accredited investor lending source and a subsidiary to that accredited investor lending source as collateral agent, which provides for a term loan in the amount of 1,347,000 which principal and interest (of 592,680) is due on June 30, 2025. Commencing December 2, 2024, the Company is required to make weekly payments of 64,656 until the due date. The loan may be prepaid subject to a prepayment fee. An administrative agent fee of 62,500 was initially paid on the loan. A default interest rate of 5% becomes effective upon the occurrence of an event of default.	1,347,000		1,347,000

All values are in US Dollars.

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| --- | | On September 4, 2024, the Company entered into a Securities Purchase Agreement with Coventry Enterprises, LLC, an accredited investor (“the Lender”), pursuant to which the Lender made a loan to the Company, evidenced by a promissory note in the principal amount of $300,000 (the “Note”). A one-time interest charge of 12% ($36,000) was applied to the Note upon issuance. Further, an original issue discount of $45,000, $75,436.02 was utilized to repay a June 2024 note with the Lender, commissions to a broker dealer of $8,000, and fees of $10,000 were applied on the issuance date, resulting in net loan proceeds to us of $161,563.98. Accrued, unpaid interest and outstanding principal, subject to adjustment, is required to be paid in eight payments; the first payment shall be in the amount of $37,333.33 and was due on September 30, 2024 with seven (7) subsequent payments each in the amount of $37,333.33 due on the last day of each month thereafter (a total payback to the Lender of $336,000.00). Upon the occurrence and during the continuation of any Event of Default, the Note shall become immediately due and payable and the Company will be obligated to pay to the Lender, in full satisfaction of its obligations, an amount equal to 150% times the sum of (w) the then outstanding principal amount of the Note plus (x) accrued and unpaid interest on the unpaid principal amount of the Note to the date of payment plus (y) default interest, if any, at the rate of 22% per annum on the amounts referred to in clauses (w) and/or (x) plus (z) any amounts owed to the Lender.Only upon an occurrence of an event of default under the Note, the Lender may convert the outstanding unpaid principal amount of the Note into restricted shares of common stock of the Company at a discount of 25% of the market price. The Lender agreed to limit the amount of stock received to less than 4.99% of the total outstanding common stock. There are no warrants or other derivatives attached to this Note. the Company agreed to reserve a number of shares of common stock equal to four times the number of shares of common stock which may be issuable upon conversion of the Note at all times. During the three months ended March 31, 2025, the Company made a payment for $64,950 by issuing 8,000 shares of common stock. | 261,047 | 298,689 | | --- | --- | --- | | On August 8, 2024, the Company entered into a Securities Purchase Agreement with 1800 Diagonal Lending, LLC, an accredited investor (“the Lender”), pursuant to which the Lender made a loan to the Company, evidenced by a promissory note in the principal amount of $179,400 (the “Note”). An original issue discount of $23,400 and fees of $6,000 were applied on the issuance date, resulting in net loan proceeds to the Company of $150,000. Accrued, unpaid interest and outstanding principal, subject to adjustment, is required to be paid in five payments, with the first payment of $103,155 due on February 15, 2025, and remaining four payments of $25,788.75 due on the fifteenth day of each month thereafter (a total payback to the Lender of $206,310.00). Upon the occurrence and during the continuation of any Event of Default, the Note shall become immediately due and payable and the Company will be obligated to pay to the Lender, in full satisfaction of its obligations, an amount equal to 150% times the sum of (w) the then outstanding principal amount of the Note plus (x) accrued and unpaid interest on the unpaid principal amount of the Note to the date of payment plus (y) default interest, if any, at the rate of 22% per annum on the amounts referred to in clauses (w) and/or (x) plus (z) any amounts owed to the Lender. Only upon an occurrence of an event of default under the Note, the Lender may convert the outstanding unpaid principal amount of the Note into restricted shares of common stock of the Company at a discount of 25% of the market price. The Lender agreed to limit the amount of stock received to less than 4.99% of the total outstanding common stock. There are no warrants or other derivatives attached to this Note. The Company agreed to reserve a number of shares of common stock equal to four times the number of shares of common stock which may be issuable upon conversion of the Note at all times. During the three months ended March 31, 2025, the Company repaid the total loan balance by issued 13,277 shares of common stock, resulting in a loss on debt extinguishment of $86,424. | - | 179,400 | | On August 27, 2024 through September 16, 2024, the Company entered into four loan advances with an investor. The principle of the advances ranged from $30,000 to $115,000 and included fees ranging from $7,500 to $15,000. The advances are on demand terms. | 260,000 | 260,000 | | On October 4, 2024, the Company entered into a Securities Purchase Agreement with 1800 Diagonal Lending, LLC, an accredited investor (“the Lender”), pursuant to which the Lender made a loan to the Company, evidenced by a promissory note in the principal amount of $122,960 (the “Note”). An original issue discount of $16,960 and fees of $6,000 were applied on the issuance date, resulting in net loan proceeds to the Company of $100,000. Accrued, unpaid interest and outstanding principal, subject to adjustment, is required to be paid in nine payments of $15,574.89, with the first payment due on October 30, 2024, and remaining eight payments due on the 30th day of each month thereafter (a total payback to the Lender of $140,174). Upon the occurrence and during the continuation of any Event of Default, the Note shall become immediately due and payable and the Company will be obligated to pay to the Lender, in full satisfaction of its obligations, an amount equal to 150% times the sum of (w) the then outstanding principal amount of the Note plus (x) accrued and unpaid interest on the unpaid principal amount of the Note to the date of payment plus (y) default interest, if any, at the rate of 22% per annum on the amounts referred to in clauses (w) and/or (x) plus (z) any amounts owed to the Lender. Only upon an occurrence of an event of default under the Note, the Lender may convert the outstanding unpaid principal amount of the Note into restricted shares of common stock of the Company at a discount of 25% of the market price. The Lender agreed to limit the amount of stock received to less than 4.99% of the total outstanding common stock. There are no warrants or other derivatives attached to this Note. The Company agreed to reserve a number of shares of common stock equal to four times the number of shares of common stock which may be issuable upon conversion of the Note at all times. | 58,178 | 97,812 |

| 17 |

| --- | | On October 30, 2024, the Company entered into a Securities Purchase Agreement with Alumni Capital LP, a Delaware limited partnership (“the Lender”), pursuant to which the Lender made a loan to the Company, evidenced by a promissory note in the principal amount of $420,000 (the “Note”). An original issue discount of $70,000 and commissions to a broker dealer of $28,000 were applied on the issuance date, resulting in net loan proceeds to the Company of $322,000. Accrued, unpaid interest at the rate of 10% and outstanding principal, subject to adjustment, is required to be paid on or before December 31, 2024. In addition to the Note, the Company issued the Lender a five-year common stock purchase warrant to purchase up to 72,165 shares of Common Stock at $5.82 per share (the “Warrant”). Upon the occurrence and during the continuation of any Event of Default, the Note shall become immediately due and payable and the Company will be obligated to pay to the Lender, in full satisfaction of its obligations, an amount equal to (w) the then outstanding principal amount of the Note plus (x) accrued and unpaid interest on the unpaid principal amount of the Note to the date of payment plus (y) default interest, if any, at the rate of 22% per annum on the amounts referred to in clauses (w) and/or (x) plus (z) any amounts owed to the Lender. Only upon an occurrence of an event of default under the Note, the Lender may convert the outstanding unpaid principal amount of the Note (along with any interest, penalties, and all other amounts under the Note) into restricted shares of common stock of the Company at a discount of 20% of the market price. The Lender agreed to limit the amount of stock received to less than 9.99% of the total outstanding common stock. The Company agreed to reserve 600,000 shares of common stock, which may be issuable upon conversion of the Note. | 441,000 | 441,000 | | --- | --- | --- | | On November 6, 2024, the Company entered into a Securities Purchase Agreement with 1800 Diagonal Lending, LLC, an accredited investor (the “Lender”), pursuant to which the Lender made a loan to the Company, evidenced by a promissory note in the principal amount of $122,960 (the “Note”). An original issue discount of $16,960 and fees of $6,000 were applied on the issuance date, resulting in net loan proceeds to the Company of $100,000. Accrued, unpaid interest and outstanding principal, subject to adjustment, is required to be paid in nine payments of $15,574.89, with the first payment due on December 15, 2024, and remaining eight payments due on the 15th day of each month thereafter (a total payback to the Lender of $140,174). Upon the occurrence and during the continuation of any Event of Default, the Note shall become immediately due and payable and the Company will be obligated to pay to the Lender, in full satisfaction of its obligations, an amount equal to 150% times the sum of (w) the then outstanding principal amount of the Note plus (x) accrued and unpaid interest on the unpaid principal amount of the Note to the date of payment plus (y) default interest, if any, at the rate of 22% per annum on the amounts referred to in clauses (w) and/or (x) plus (z) any amounts owed to the Lender. Only upon an occurrence of an event of default under the Note, the Lender may convert the outstanding unpaid principal amount of the Note into restricted shares of common stock of the Company at a discount of 25% of the market price. The Lender agreed to limit the amount of stock received to less than 4.99% of the total outstanding common stock. There are no warrants or other derivatives attached to this Note. The Company agreed to reserve a number of shares of common stock equal to four times the number of shares of common stock which may be issuable upon conversion of the Note at all times. | 72,266 | 111,463 | | On November 11, 2024, the Company entered into a twelve-month promissory note with an accredited investor (the “Lender”) in the principal amount of $400,000 (the “Note”). An original issue discount of $80,000 was applied on the issuance date and was paid through the issuance of 26,756 shares of the Company’s common stock to the Lender, resulting in net loan proceeds to the Company of $320,000. Accrued, unpaid interest and outstanding principal, subject to adjustment, is required to be paid in seven payments of $52,571.43, with the first payment due on May 11, 2025, and remaining six payments due on the 11th day of each month thereafter (a total payback to the Lender of $368,000.01). Upon the occurrence and during the continuation of any Event of Default, the Note shall become immediately due and payable and the Company will be obligated to pay to the Lender, in full satisfaction of its obligations, an amount equal to 130% times the sum of (w) the then outstanding principal amount of the Note plus (x) accrued and unpaid interest on the unpaid principal amount of the Note to the date of payment plus (y) any amounts owed to the Lender. At any time after 180 days from the issuance date of the Note, the Lender may convert the outstanding unpaid principal amount of the Note into restricted shares of common stock of the Company at the lesser of (i) $2.94 per share, or (ii) the average of the three (3) lowest VWAP’s in the preceding five (5) day trading period to the conversion date. The Lender agreed to limit the amount of stock received to less than 4.99% of the total outstanding common stock. There are no warrants or other derivatives attached to this Note. The Company agreed to reserve a number of shares of common stock equal to three times the number of shares of common stock which may be issuable upon conversion of the Note at all times. | 320,000 | 320,000 | | On December 13, 2024, the Company entered into a three-month promissory note with an accredited investor (the “Lender”) in the principal amount of $213,715 (the “Note”). An original issue discount of $63,715 was applied on the issuance date and was paid through the issuance of 36,830 shares of the Company’s common stock to the Lender, resulting in net loan proceeds to the Company of $150,000. Accrued, unpaid interest and outstanding principal, subject to adjustment, is required to be paid in one lump sum payment of $155,625 on or before March 13, 2025. Upon the occurrence and during the continuation of any Event of Default, the Note shall become immediately due and payable and the Company will be obligated to pay to the Lender, in full satisfaction of its obligations, an amount equal to 130% times the sum of (w) the then outstanding principal amount of the Note plus (x) accrued and unpaid interest on the unpaid principal amount of the Note to the date of payment plus (y) any amounts owed to the Lender. At any time after the issuance date of the Note, the Lender may convert the outstanding unpaid principal amount of the Note into restricted shares of common stock of the Company at the lesser of (i) $1.73 per share, or (ii) the average of the three (3) lowest VWAP’s in the preceding five (5) day trading period to the conversion date. The Lender agreed to limit the amount of stock received to less than 4.99% of the total outstanding common stock. There are no warrants or other derivatives attached to this Note. The Company agreed to reserve a number of shares of common stock equal to three times the number of shares of common stock which may be issuable upon conversion of the Note at all times. | 150,000 | 150,000 |

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| --- | | On January 10, 2025, the Company entered into two six-month promissory notes with accredited investors (the “Lenders”) in the principal amounts of 617,100 (“Note 1”) and 123,420 (“Note 2”). An original issue discount of 117,100 was applied to Note 1 and 23,420 was applied to Note 2 on the issuance date and was paid through the issuance of 15,613 (Note 1) and 3,123 (Note 2) shares of the Company’s Series D Convertible Preferred Stock to the Lenders, resulting in net loan proceeds to the Company of 500,000 (Note 1) and 100,000 (Note 2). Accrued, unpaid interest and outstanding principal, subject to adjustment, is required to be paid on or before July 10, 2025 (a total payback to the Lender of 537,500 (Note 1) and 107,500 (Note 2)). Upon the occurrence and during the continuation of any Event of Default, the Note shall become immediately due and payable and the Company will be obligated to pay to the Lenders, in full satisfaction of its obligations, an amount equal to 130% times the sum of (w) the then outstanding principal amount of the Note plus (x) accrued and unpaid interest on the unpaid principal amount of the Note to the date of payment plus (y) any amounts owed to the Lender pursuant to the conversion rights referenced below. At any time after the issuance date of the Notes, the Lenders may convert the outstanding unpaid principal amount of the Notes into restricted shares of Series D Convertible Preferred Stock of the Company at 7.50 per share, or upon the sale of common stock below 1.50 per share, the Lenders have the ability to convert the outstanding amounts of the Notes into shares of common stock at the lowest price sold prior to the registration of the common stock. Each Lender agreed to limit the amount of stock received to less than 4.99% of the total outstanding common stock. There are no warrants or other derivatives attached to these Notes. The Company granted the Lenders piggy-back registration rights on the shares of common stock issuable upon conversion of the Series D Convertible Preferred Stock. The Company agreed to reserve a number of shares of Series D Convertible Preferred Stock, and common stock issuable upon conversion thereof, equal to three times the number of shares of Series D Convertible Preferred Stock, and common stock issuable upon conversion thereof, which may be issuable upon conversion of the Notes at all times. | 600,000 | | | - | | | --- | --- | --- | --- | --- | --- | | On February 10, 2025, the Company entered into a Securities Purchase Agreement with 1800 Diagonal Lending, LLC, an accredited investor (the “Lender”), pursuant to which the Lender made a loan to the Company, evidenced by a promissory note in the principal amount of 155,250 (the “Note”). An original issue discount of 20,250 and fees of 6,000 were applied on the issuance date, resulting in net loan proceeds to the Company of 129,000. Accrued, unpaid interest and outstanding principal, subject to adjustment, is required to be paid in five payments, with the first payment of 89,268.50 due on August 15, 2025, and remaining four payments of 22,317.13 due on the fifteenth day of each month thereafter (a total payback to the Lender of 178,537.00). Upon the occurrence and during the continuation of any Event of Default, the Note shall become immediately due and payable and the Company will be obligated to pay to the Lender, in full satisfaction of its obligations, an amount equal to 150% times the sum of (w) the then outstanding principal amount of the Note plus (x) accrued and unpaid interest on the unpaid principal amount of the Note to the date of payment plus (y) default interest, if any, at the rate of 22% per annum on the amounts referred to in clauses (w) and/or (x) plus (z) any amounts owed to the Lender pursuant to the conversion rights referenced below. Only upon an occurrence of an event of default under the Note, the Lender may convert the outstanding unpaid principal amount of the Note into restricted shares of common stock of the Company at a discount of 25% of the market price. The Lender agreed to limit the amount of stock received to less than 4.99% of the total outstanding common stock. There are no warrants or other derivatives attached to this Note. The Company agreed to reserve a number of shares of common stock equal to four times the number of shares of common stock which may be issuable upon conversion of the Note at all times. | 155,250 | | | - | | | On March 3, 2025, the Company entered into a Securities Purchase Agreement with 1800 Diagonal Lending, LLC, an accredited investor (the “Lender”), pursuant to which the Lender made a loan to the Company, evidenced by a promissory note in the principal amount of 94,300 (the “Note”). An original issue discount of 12,300 and fees of 7,000 were applied on the issuance date, resulting in net loan proceeds to the Company of 75,000. Accrued, unpaid interest and outstanding principal, subject to adjustment, is required to be paid in five payments, with the first payment of 54,222.50 due on August 30, 2025, and remaining four payments of 13,555.63 due on the thirtieth day of each month thereafter (a total payback to the Lender of 108,445.00). | 94,300 | | | - | | | Less: note discount | (218,740 | ) | | (148,492 | ) | | Total recorded as a current liability | 4,603,859 | | $ | 4,938,465 | |

All values are in US Dollars.

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Accrued

interest was approximately $1.7 million and $1.3 million as of March 31, 2025 and December 31, 2024.

For

the year ended December 31, 2024, the Company recognized a net loss on debt extinguishment totaling $1,387,159 for various working capital loan arrangements. Loss on debt extinguishment totaled approximately $2,000, $412,000, $86,000, and $851,000 through the issuance of common stock. Because the loss on debt extinguishment represents a non-recurring measurement based on the fair value of financial instruments exchanged by the Company in settling such obligations, the following summarizes the approximate fair value of instruments issued by the Company as of the settlement dates:

SCHEDULE

OF FAIR VALUE MEASUREMENT

Description	Fair<br> Value		(Level<br> 1)		(Level<br> 2)		(Level<br> 3)
Common<br> stock	$	2,260,000	$	875,000	$	1,385,000	$	-

Level 2 fair value measurements in the table above were primarily measured through the Company’s publicly traded common stock price, which is an observable input in determining fair value.

NOTE

9 – INTANGIBLE ASSETS

As of March 31, 2025 and December 31, 2024, the Company had intangible assets, representing a trade name subject to amortization over a 10-year life, of $437,500 and $450,000, respectively, directly related to the 2022 acquisition of the Champion Entities. Annual amortization expense related to trade name approximates $50,000.

The Company will review its trade name intangible asset for impairment periodically (based on indicators of impairment) and determine whether impairment is to be recognized within its consolidated statement of operations. No impairment charge was recognized during the three months ended March 31, 2025 and 2024.

NOTE

10 – SHARE CAPITAL

The

Company is authorized to issue 600,000,000 shares of its $0.001 par value common stock and 10,000,000 shares of its $0.001 par value preferred stock. The 10,000,000 shares of $0.001 par value preferred stock were comprised of 150,000 shares authorized and 124,812 shares issued and outstanding of its Series A convertible preferred stock at March 31, 2025 and December 31, 2024, 350,000 shares authorized and 75,000 shares issued and outstanding of its Series B convertible preferred stock at March 31, 2025 and December 31, 2024, 3,100,000 shares authorized and 0 shares issued and outstanding of its Series C convertible preferred stock at March 31, 2025 and December 31, 2024, and 500,000 shares authorized and 128,846 and 198,444 shares issued and outstanding of its Series D convertible preferred stock at March 31, 2025 and December 31, 2024, respectively. As of March 31, 2025 and December 31, 2024, there were 709,984 and 76,516 shares of common stock issued and outstanding, respectively.

The share numbers and pricing information in this report have been adjusted to reflect the effects of the following reverse stock splits, which occurred during 2024 and 2025:

●	On<br> October 2, 2024, the Company effectuated a reverse split of its issued and outstanding shares of common stock at a ratio of 1-for-9.
●	On<br> March 31, 2025, the Company effectuated a reverse split of its issued and outstanding shares of common stock at a ratio of 1-for-25.

Shares Issuances

During

the three months ended March 31, 2025, the Company issued 282,280 shares of common stock to Silverback Capital Corporation (“SCC”), representing total accounts payable payments of $1.7 million, resulting in a loss on conversion of $0.9 million.

On

January 10, 2025, the Company entered into two six-month promissory notes with accredited investors in the principal amounts of $617,100 and $123,420. An original issue discount of $117,100 and $23,420 was applied on the issuance date and was paid through the issuance of 15,613 and 3,123 shares of the Company’s Series D Convertible Preferred Stock, resulting in net loan proceeds to the Company of $500,000 and $100,000.

On

January 10, 2025, the Company authorized the issuance of 2,200 shares of common stock to a consultant pursuant to the terms of an amendment to a current consulting agreement.

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On

January 14, 2025, the Company authorized the issuance of 43,335 shares of Series D Convertible Preferred Stock to seven service providers to the Company and its subsidiaries.

On

February 10, 2025, the Company authorized the issuance of 17,667 shares of common stock to an accredited investor upon the conversion of 88,334 shares of Series D Convertible Preferred Stock.

On

February 10, 2025, the Company authorized the issuance of 2,480 shares of common stock, valued at $75,000, to a lender for a fee related to a financing agreement.

On

February 27, 2025, the Purchaser, pursuant to the Purchase and Exchange Agreement dated November 11, 2024, as amended on February 19, 2025, sent the Company a second closing notice for the exchange of $55,000 of assigned note portion for 5,168 shares of the Company’s common stock.

On

March 4, 2025, the Purchaser, pursuant to the Purchase and Exchange Agreement dated November 11, 2024, as amended on February 19, 2025, sent the Company a third closing notice for the exchange of $52,712 of assigned note portion for 5,623 shares of the Company’s common stock.

On

March 5, 2025, the Company authorized the issuance of 8,000 shares of common stock to an accredited investor upon the conversion of $64,950 due under a promissory note dated September 4, 2024.On March 5, 2025, the Purchaser, pursuant to the Purchase and Exchange Agreement dated November 11, 2024, as amended on February 19, 2025, sent the Company a fourth closing notice for the exchange of $55,000 of assigned note portion for 8,334 shares of the Company’s common stock.

On

March 10, 2025, the Purchaser, pursuant to the Purchase and Exchange Agreement dated November 11, 2024, as amended on February 19, 2025, sent the Company a fifth closing notice for the exchange of $50,000 of assigned note portion for 8,723 shares of the Company’s common stock.

On

March 12, 2025, the Purchaser, pursuant to the Purchase and Exchange Agreement dated November 11, 2024, as amended on February 19, 2025, sent the Company a sixth closing notice for the exchange of $50,000 of assigned note portion for 8,723 shares of the Company’s common stock.

On

March 12, 2025, the Purchaser, pursuant to the Purchase and Exchange Agreement dated November 11, 2024, as amended on February 19, 2025, sent the Company a seventh closing notice for the exchange of $50,000 of assigned note portion for 8,723 shares of the Company’s common stock.

On

March 12, 2025, the Purchaser, pursuant to the Purchase and Exchange Agreement dated November 11, 2024, as amended on February 19, 2025, sent the Company an eighth closing notice for the exchange of $50,000 of assigned note portion for 8,723 shares of the Company’s common stock.

On

March 12, 2025, the Purchaser, pursuant to the Purchase and Exchange Agreement dated November 11, 2024, as amended on February 19, 2025, sent the Company a nineth closing notice for the exchange of $65,000 of assigned note portion for 11,339 shares of the Company’s common stock.

On

March 13, 2025, the Purchaser, pursuant to the Purchase and Exchange Agreement dated November 11, 2024, as amended on February 19, 2025, sent the Company a tenth closing notice for the exchange of $50,000 of assigned note portion for 12,289 shares of the Company’s common stock.

On

March 17, 2025, the Purchaser, pursuant to the Purchase and Exchange Agreement dated November 11, 2024, as amended on February 19, 2025, sent the Company an eleventh closing notice for the exchange of $50,000 of assigned note portion for 12,289 shares of the Company’s common stock.

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On

March 18, 2025, the Purchaser, pursuant to the Purchase and Exchange Agreement dated November 11, 2024, as amended on February 19, 2025, sent the Company a twelfth closing notice for the exchange of $50,000 of assigned note portion for 13,202 shares of the Company’s common stock.

On

March 19, 2025, the Purchaser, pursuant to the Purchase and Exchange Agreement dated November 11, 2024, as amended on February 19, 2025, sent the Company a thirteenth closing notice for the exchange of $50,000 of assigned note portion for 13,202 shares of the Company’s common stock. On the same day, the Purchaser sent the Company a fourteenth closing notice for the exchange of $50,000 of assigned note portion for 15,528 shares of the Company’s common stock.

On

March 24, 2025, the Purchaser, pursuant to the Purchase and Exchange Agreement dated November 11, 2024, as amended on February 19, 2025, sent the Company a fifteenth closing notice for the exchange of $35,000 of assigned note portion for 16,868 shares of the Company’s common stock. On the same day, the Purchaser sent the Company a sixteenth closing notice for the exchange of $35,000 of assigned note portion for 16,868 shares of the Company’s common stock.

On

March 26, 2025, the Purchaser, pursuant to the Purchase and Exchange Agreement dated November 11, 2024, as amended on February 19, 2025, sent the Company a seventeenth closing notice for the exchange of $35,000 of assigned note portion for 18,667 shares of the Company’s common stock. On the same day, the Purchaser sent the Company an eighteenth closing notice for the exchange of $35,000 of assigned note portion for 18,667 shares of the Company’s common stock. On the same day, the Purchaser sent the Company a nineteenth closing notice for the exchange of $35,000 of assigned note portion for 18,667 shares of the Company’s common stock.

On

March 28, 2025, the Purchaser, pursuant to the Purchase and Exchange Agreement dated November 11, 2024, as amended on February 19, 2025, sent the Company a twentieth closing notice for the exchange of $35,000 of assigned note portion for 23,333 shares of the Company’s common stock.

On

March 31, 2025, the Purchaser, pursuant to the Purchase and Exchange Agreement dated November 11, 2024, as amended on February 19, 2025, sent the Company a twenty-first closing notice for the exchange of $25,000 of assigned note portion for 29,070 shares of the Company’s common stock. On the same day, the Purchaser sent the Company a twenty-second closing notice for the exchange of $20,000 of assigned note portion for 23,257 shares of the Company’s common stock.

Shares Reserved for Issuance Pursuant to Certain Executive Employment Agreements

The

Company in connection with its employment agreement with Messrs. Ross, Grau and Lambrecht reserved for issuance 62,500,000 shares of its common stock that are convertible under the Series A preferred stock.

New Preferred Stock Series and Designations and Reg. A+ Offering

On

May 10, 2024, the Company’s board of directors approved the designation of a new Series D Convertible Preferred Stock (the “Series D Designation”). The Series D Designation was filed by the Company with the Secretary of State of Nevada on May 10, 2024, and designated 2,500,000 shares of Series D Preferred Stock, $0.001 par value per share. The Series D Preferred Stock has the following rights:

StatedValue. Each share of Series D Preferred Stock has an initial stated value of $7.50.

Conversionat Option of Holder. Each share of Series D Preferred Stock shall be convertible into shares of Common Stock at a fixed ratio of 1:5 (1 share of Series D Preferred Stock converts into 5 shares of Common Stock), at the option of the holder thereof, at any time following the issuance date of such share of Series D Preferred Stock at the Company’s office or any transfer agent for such stock. The conversion ratio shall not be adjusted for stock splits, stock dividends, recapitalizations or similar events.

ForcedConversion – If the closing price of the Company’s Common Stock during any ten consecutive trading day period has been at or above $2.25 per share (as adjusted for stock splits, stock dividends recapitalizations and similar events), then the Company shall have the right to require the holder of the Series D Preferred Stock to convert all, or any portion of, the shares of Series D Preferred Stock held by such holder for shares of Common Stock. If the Company elects to cause a forced conversion of the shares of Series D Preferred Stock, then it must simultaneously take the same action with respect to all of the other shares of Series D Preferred Stock then outstanding on a pro rata basis.

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VotingRights. The Series D Preferred Stock has no voting rights relative to matters submitted to a vote of the Company’s stockholders (other than as required by law). The Company may not amend its articles of incorporation or the Series D Designation (whether by merger, consolidation, or otherwise) to materially and adversely change the rights, preferences or voting power of the Series D Preferred Stock without the affirmative vote of at least two-thirds of the votes entitled to be cast on such matter by holders of the Company’s outstanding shares of Series D Preferred Stock, voting together as a class.

Conversion of Revenue Interest Loan for Preferred Stock Series D and Potential Issuance of Common Stock Equivalents from the Conversion of Series D

On

May 13, 2024 the Company and the holder of one of the Revenue Interest Loans entered into a settlement and conversion agreement (“Securities Exchange Agreement”), whereby the Company issued 133,334 shares of Series D convertible preferred stock as full satisfaction for the revenue participation interest agreement or loan. The Series D convertible preferred stock was purchased at $7.50 per share. Total loan balance and premium payment for inducement for this Revenue Interest Loan on the date of settlement and conversion was $1,000,005. The Series D convertible preferred stock is convertible at the option of the holder into common stock of the Company at a fixed price per share of $1.50 per share.

The Securities Exchange Agreement is intended to be effected as an exchange of securities issued by the Company pursuant to Section 3(a)(9) of the Securities Act. For the purposes of Rule 144, the Company acknowledges that the holding period of the Securities Exchange Agreement (and upon conversion thereof, if any, into shares of the Company’s common stock) may be tacked onto the holding period of the Series D Preferred Stock received by the holder. The Company agrees not to take a position contrary to this unless required by regulatory authorities and their determination to the contrary.

On

July 10, 2024, the Company entered into a separately negotiated Conversion Agreement (the “Conversion Agreement”) with the Series D convertible preferred stock holder, pursuant to which the holder agreed to convert the 133,334 shares of Series D convertible preferred stock it held into 2,232,143 shares of common stock, par value $0.001 per share, of the Company. The shares of common stock underlying the Series D convertible preferred stock was reduced and repriced from $1.50 per share to $0.448 per share (which this price represents the closing price for the Company’s common stock on NASDAQ for the day immediately preceding the date of the Conversion Agreement).

Refer to Note 8 – Notes Payable – Working Capital, for additional information regarding the settlement of debt liabilities through the issuances of Series D Preferred Stock, common stock, pre-funded warrants and convertible notes during the three months ended March 31, 2025.

NOTE

11 – LEASES AND LEASED PREMISES

Rental Payments under Non-cancellable Operating Leases and Equipment Leases

The Company, through its purchase of Champion, acquired several long-term leases for two manufacturing facilities, three office spaces, five distribution centers, and five retail spaces. Four of its distribution centers also have retail operations for which it leases its facilities. Lease terms on the various spaces’ range from a month-to-month lease (30 days) to a long-term lease expiring in September of 2028.

Rent

expense for operating leases totaled approximately $57,000 and $152,000 for the three months ended March 31, 2025 and 2024, respectively. These amounts are included in our consolidated statement of operations in Rental expense, warehousing, outlet expense and Administrative and other. Rental expense, warehousing, outlet expense is specific to warehousing and final manufacturing of our products.

The Company does not have any equipment leases whereby we finance this equipment needed for operations at competitive finance rates. New equipment to be financed in the near term, if necessary, may not be obtainable at competitive pricing with increasing interest rates.

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Right of Use Assets and Lease Liabilities

Lease expense for operating leases consists of the lease payments plus any initial direct costs, net of lease incentives, and is recognized on a straight-line basis over the lease term.

The Company’s operating leases are comprised primarily of facility leases. and as such we have no finance leases for our vehicles or equipment currently at this time.

Balance sheet information related to our leases is presented below:

SCHEDULE OF BALANCE SHEET INFORMATION RELATED TO LEASES

	Balance<br> Sheet location	March<br> 31, 2025		December<br> 31, 2024
Operating<br> leases:
Right-of-use<br> lease assets	Right-of-use<br> operating lease assets	$	2,814,355	$	2,909,213
Right-of-use<br> lease liability, current	Other<br> current liabilities	$	758,989	$	661,857
Right-of-use<br> lease liability, long-term	Right-of-use<br> operating lease liability	$	2,078,225	$	2,372,190

As of March 31, 2025, weighted-average remaining lease term and discount rate were as follows:

SCHEDULE OF OTHER INFORMATION RELATED TO LEASES

	March<br> 31, 2025
Weighted<br> Average Remaining Lease Term:
Operating<br> leases		1.9<br> years
Weighted<br> Average Discount Rate:
Operating<br> leases		12.00	%

The minimum future annual payments under non-cancellable leases during the next five years and thereafter, at rates now in force, are as follows:

SCHEDULE OF FUTURE MINIMUM RENTAL PAYMENTS FOR OPERATING LEASE

	Operating<br> leases
2025	$	789,247
2026		1,016,618
2027		870,185
2028		520,241
2029		278,328
Total<br> future minimum lease payments, undiscounted		3,474,619
Less:<br> Imputed interest		(637,405	)
Present<br> value of future minimum lease payments	$	2,837,214

NOTE

12 – COMMITMENTS AND CONTINGENCIES

Legal Proceedings

During the three months ended March 31, 2025 and 2024, various claims and lawsuits, incidental to the ordinary course of our business, may be brought against the Company. In the opinion of management, after consultation with legal counsel, resolution of any of these matters is not expected to have a material effect on the Company’s consolidated financial statements.

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On July 23, 2024, the Company received notice of a complaint filed in the U.S. District Court for the District of Utah by Liberty Safe and Security Products, Inc. (“Liberty”), in connection with the marketing and sale of the Company’s and its subsidiaries, Champion Safe Company, Inc., line of safe products. As of the date of this Report, the complaint has not been served on the Company or Champion Safe. In the complaint, Liberty alleges trademark infringement as a result of the purported use of the term “Freedom” in the sale of safes, federal false designation of origin and unfair competition, violation of Utah deceptive trade practices, Utah unfair competition, and damages to Liberty. Management believes that this lawsuit is without merit; however has initiated settlement discussions with Liberty and anticipates an amicable settlement to be forthcoming. At this time, Management does not believe a settlement with Liberty will have a material effect on its business or financial condition.

As reported by the Company in the Form 8-K dated August 7, 2024, during February 2023, the Company entered into a $2 million master credit agreement (credit facility) with Bank of America. The credit facility is secured by all the assets of the Company’s Champion subsidiaries and guaranteed by the Company, the Champion subsidiaries and the Company’s CEO. The Line of Credit expired on February 28, 2024, but the Company and Champion Safe Company have been actively working with the bank to extend or modify the credit facility. Despite being current on all payments under the credit facility and actively working with the bank for a long-term solution to repay the credit facility, on July 25, 2024, Champion Safe Company received a notice of default and demand for payment from the bank. On March 21, 2025, Bank of America filed a complaint in the Fourth Judicial District Court in and for Utah County, State of Utah (Case No. 250401345) against the Company and its subsidiaries (Champion Safe Company, Inc., American Rebel, Inc., Superior Safe Co., L.L.C. and Safe Guard Security Products LC) alleging four causes of action related to the credit facility: (i) Breach of the Loan Documents – Champion Safe; (ii) Breach of the Loan Documents – Guarantors (the Company, American Rebel, Inc., Superior Safe Co., L.L.C. and Safe Guard Security Products LC); (iii) Breach of the Implied Covenant of Good Faith and Fair Dealing – all parties; and (iv) Unjust Enrichment – Champion Safe. The Company plans to defend the complaint, while continuing to work with Bank of American on a settlement.

Contractual Obligations

The

Company does not believe there are any off-balance sheet arrangements that have, or are reasonably likely to have, a material effect on the condensed consolidated financial statements. As of March 31, 2025 and December 31, 2024 there were no outstanding letters of credit issued during the normal course of business. These letters of credit could reduce the Company’s available borrowings. The amount due on the line of credit as of March 31, 2025 was $1,842,129. The Company is currently not in compliance with its terms and covenants.

Nasdaq Compliance

On February 19, 2025, the Company received a notification letter Nasdaq stating that the Company was not in compliance with Nasdaq Listing Rule 5550(b)(1) because the stockholders’ equity of the Company as of September 30, 2024, as reported in the Company’s Quarterly Report on Form 10-Q filed with the SEC on February 7, 2025, was below the minimum requirement of $2,500,000 (the “Stockholders’ Equity Requirement”). The Notification Letter has no immediate effect on the Company’s continued listing on the Nasdaq Capital Market, subject to the Company’s compliance with the other continued listing requirements. Pursuant to Nasdaq’s Listing Rules, the Company has 45 calendar days (until April 7, 2025), to submit a plan to evidence compliance with the Rule (a “Compliance Plan”). The Company intends to submit a Compliance Plan within the required time, although there can be no assurance that the Compliance Plan will be accepted by Nasdaq. If the Compliance Plan is accepted by Nasdaq, the Company will be granted an extension of up to 180 calendar days from February 19, 2025 to evidence compliance with the Rule. In the event the Compliance Plan is not accepted by Nasdaq, or in the event the Compliance Plan is accepted but the Company fails to evidence compliance within the extension period, the Company will have the right to a hearing before Nasdaq’s Hearing Panel. The hearing request would stay any suspension or delisting action pending the conclusion of the hearing process and the expiration of any additional extension period granted by the panel following the hearing. The Company submitted the Compliance Plan on April 7, 2025, will continue to monitor its stockholders’ equity and, if appropriate, consider further available options to evidence compliance with the Stockholders’ Equity Requirement.

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Executive Employment Agreements and Independent Contractor Agreements

The Company has written employment agreements with various other executive officers. All payments made to its executive officers and significant outside service providers are analyzed and determined by the board of directors’ compensation committee; some payments made to independent contractors (or officer payments characterized as non-employee compensation) may be subject to backup withholding or general withholding of payroll taxes, may make the Company responsible for the withholding and remittance of those taxes. Generally outside service providers are responsible for their own withholding and payment of taxes. Certain state taxing authorities may otherwise disagree with that analysis and Company policy.

NOTE

13 – SEGMENT REPORTING

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Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker (“CODM”) in making decisions regarding resource allocation and assessing performance.

The Company views its operations and manages its business as one operating segment engaged in patriotic goods comprised of safes, soft goods, and beer. The Company’s Chief Executive Officer, as the CODM, regularly reviews the entity-wide financial and operational performance as a single unit. No financial information is disaggregated into separate lines of business. The CODM makes resource allocation and business process decisions regarding the overall level of resources available and how to best deploy the resources.

The single segment’s principal measure of segment profit and loss is consolidated revenue, gross margin, and total operating expenses. The CODM considers actual and forecasted numbers when evaluating performance.

NOTE

14 – SUBSEQUENT EVENTS

The Company evaluated all events that occurred after the balance sheet date of March 31, 2025, through the date the financial statements were issued and determined that there were the following subsequent events:

LTIPShares

On

April 9, 2025, the Company registered an aggregate of 507,652 shares of common stock pursuant to the 2021 Long-Term Incentive Plan and the 2025 Stock Incentive Plan.

PrivatePlacement

On April 4, 2025, the Company entered into a Securities Purchase Agreement with several institutional Investors for the issuance and sale in a Private Placement of (i) 468,650 shares of the Company’s common stock, (ii) pre-funded warrants to purchase up to 255,990 shares of common stock, at an exercise price of $0.001 per share, (iii) Series A warrants to purchase up to 724,640 shares of common stock, at an exercise price of $2.95 per share, and (iv) Series B warrants to purchase up to 2,173,920 shares of common stock at an exercise price of $2.95 per share. The Series A Warrants are exercisable immediately upon issuance and have a term of exercise equal to five years from the date of issuance. The Series B Warrants are exercisable immediately upon issuance and have a term of exercise equal to 18 months from the date of issuance. The combined purchase price per Share and accompanying Warrants was $3.45. The Private Placement closed on April 8, 2025.

A holder of the Pre-Funded Warrants and the Warrants may not exercise any portion of such holder’s Pre-Funded Warrants or Warrants to the extent that the holder, together with its affiliates, would beneficially own more than 4.99% (or, at the election of the holder, 9.99%) of the Company’s outstanding shares of common stock immediately after exercise, except that upon at least 61 days’ prior notice from the holder to the Company, the holder may increase the beneficial ownership limitation to up to 9.99% of the number of shares of common stock outstanding immediately after giving effect to the exercise. In the event of certain fundamental transactions, holders of the Warrants will have the right to receive the Black Scholes Value of their Warrants calculated pursuant to a formula set forth in the Warrants, payable either in cash or in the same type or form of consideration that is being offered and being paid to the holders of common stock.

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The

aggregate gross proceeds to the Company from the Private Placement were approximately $2.5 million, prior to deducting placement agent fees and estimated offering expenses payable by the Company. The Company intends to use the net proceeds received from the Private Placement for general corporate purposes and working capital.

H.C. Wainwright & Co., LLC (“Wainwright”) acted as the Company’s exclusive placement agent in connection with the Private Placement, pursuant to that certain engagement letter, dated as of October 3, 2024, as amended on April 2, 2025, between the Company and Wainwright (the “Engagement Letter”). Pursuant to the Engagement Letter, the Company paid Wainwright (i) a total cash fee equal to 7.5% of the aggregate gross proceeds of the Private Placement, (ii) a management fee of 1.0% of the aggregate gross proceeds of the Private Placement, and (iii) a non-accountable expense allowance of $35,000, and (iv) $50,000 for fees and expenses of Wainwright’s legal counsel and other out-of-pocket expenses. Additionally, if any of the Warrants are exercised for cash, the Company shall pay Wainwright a cash fee of 7.5% of the aggregate gross exercise price paid in cash with respect thereto. In addition, the Company issued to Wainwright or its designees warrants (the “Placement Agent Warrants”) to purchase up to an aggregate of 54,348 shares of Common Stock at an exercise price equal to $4.3125 per share and, if any Warrants are exercised for cash, the Company will be obligated to issue to Wainwright additional Placement Agent Warrants equal to 7.5% of the total Warrants exercised, if any. The Placement Agent Warrants have substantially the same terms as the Warrants, are exercisable immediately upon issuance and have a term of exercise equal to five years from the date of issuance.

1800Diagonal Note

On

April 10, 2025, the Company entered into a Securities Purchase Agreement with 1800 Diagonal Lending, LLC, pursuant to which the Lender made a loan to the Company, evidenced by a promissory note in the principal amount of $153,525. An original issue discount of $20,025 and fees of $8,500 were applied on the issuance date, resulting in net loan proceeds to the Company of $125,000. Accrued, unpaid interest and outstanding principal, subject to adjustment, is required to be paid in ten payments, with the first payment of $17,501.80 due on May 15, 2025, and remaining nine payments of the same amount due on the fifteenth day of each month thereafter (a total payback to the Lender of $175,018.00).

Upon the occurrence and during the continuation of any Event of Default, the Note shall become immediately due and payable and the Company will be obligated to pay to the Lender, in full satisfaction of its obligations, an amount equal to 150% times the sum of (w) the then outstanding principal amount of the Note plus (x) accrued and unpaid interest on the unpaid principal amount of the Note to the date of payment plus (y) default interest, if any, at the rate of 22% per annum on the amounts referred to in clauses (w) and/or (x) plus (z) any amounts owed to the Lender pursuant to the conversion rights referenced below.

Only upon an occurrence of an event of default under the Note, the Lender may convert the outstanding unpaid principal amount of the Note into restricted shares of common stock of the Company at a discount of 25% of the market price. The Lender agreed to limit the amount of stock received to less than 4.99% of the total outstanding common stock. There are no warrants or other derivatives attached to this Note. The Company agreed to reserve a number of shares of common stock equal to four times the number of shares of common stock which may be issuable upon conversion of the Note at all times.

FORWARD

LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (“Quarterly Report”) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements are not historical facts but rather are based on current expectations, estimates and projections. We may use words such as “may,” “could,” “should,” “anticipate,” “expect,” “project,” “position,” “intend,” “target,” “plan,” “seek,” “believe,” “foresee,” “outlook,” “estimate” and variations of these words and similar expressions to identify forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and other factors, some of which are beyond our control, are difficult to predict and could cause actual results to differ materially from those expressed or forecasted. These risks and uncertainties include, but are not limited to, the following:

●	our<br> ability to maintain compliance with the continued listing standards of Nasdaq;

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| --- | | ● | the<br> effect of new tariffs on our business and financial condition; | | --- | --- | | ● | we<br> consummated the purchase of our safe manufacturer and sales organizations, and future acquisitions and operations of new manufacturing<br> facilities and/or sales organizations might prove unsuccessful and could fail; | | ● | risk<br> that we will not be able to remediate identified material weaknesses in our internal control over financial reporting and disclosure<br> controls and procedures; | | ● | our<br> failure to timely file certain periodic reports with the SEC and our prior restatements have had, and may in the future have further,<br> material adverse consequences to our business, our financial condition, results of operations and our cash flows; | | ● | our<br> success depends on our ability to introduce new products that track customer preferences; | | ● | if<br> we are unable to protect our intellectual property, we may lose a competitive advantage or incur substantial litigation costs to<br> protect our rights; | | ● | as<br> a significant portion of our revenues are derived by demand for our safes and the personal security products for firearms storage,<br> we depend on the availability and regulation of ammunition and firearm storage; | | ● | as<br> we continue to integrate the purchase of our safe manufacturer and sales organization, any compromised operational capacity may affect<br> our ability to meet the demand for our safes, which in turn may affect our generation of revenue; | | ● | shortages<br> of components and materials, as well as supply chain disruptions, may delay or reduce our sales and increase our costs, thereby harming<br> our results of operations; | | ● | we<br> do not have long-term purchase commitments from our customers, and their ability to cancel, reduce, or delay orders could reduce<br> our revenue and increase our costs; | | ● | our<br> inability to effectively meet our short- and long-term obligations; | | ● | given<br> our limited corporate history, it is difficult to evaluate our business and future prospects, and increases the risks associated<br> with an investment in our securities; | | ● | our<br> inability to raise additional financing for working capital; | | ● | our<br> ability to generate sufficient revenue in our targeted markets to support operations; | | ● | significant<br> dilution resulting from our financing activities; | | ● | the<br> actions and initiatives taken by both current and potential competitors; | | ● | our<br> ability to diversify our operations; | | ● | the<br> fact that our accounting policies and methods are fundamental to how we report our financial condition and results of operations,<br> and they may require management to make estimates about matters that are inherently uncertain; | | ● | changes<br> in U.S. GAAP or in the legal, regulatory and legislative environments in the markets in which we operate; | | ● | the<br> deterioration in general of global economic, market and political conditions; | | ● | the<br> inability to efficiently manage our operations; | | ● | the<br> inability to achieve future operating results; | | ● | the<br> unavailability of funds for capital expenditures; | | ● | the<br> inability of management to effectively implement our strategies and business plans; and | | ● | the<br> other risks and uncertainties detailed in this report. |

Because the factors referred to above could cause actual results or outcomes to differ materially from those expressed in any forward-looking statements made by us, you should not place undue reliance on any such forward-looking statements. New factors emerge from time to time, and their emergence is impossible for us to predict. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

This Quarterly Report should be read completely and with the understanding that actual future results may be materially different from what we expect. The forward-looking statements included in this Quarterly Report are made as of the date of this Quarterly Report and should be evaluated with consideration of any changes occurring after the date of this Quarterly Report. We will not update forward-looking statements even though our situation may change in the future and we assume no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

Except as otherwise indicated by the context, references in this report to “Company,” “American Rebel Holdings,” “American Rebel,” “we,” “us” and “our” are references to American Rebel Holdings, Inc. and its operating subsidiaries, American Rebel, Inc., American Rebel Beverages, LLC, Champion Safe Co., Inc., Superior Safe, LLC, Safe Guard Security Products, LLC and Champion Safe De Mexico, S.A. de C.V. All references to “USD” or United States Dollar refer to the legal currency of the United States of America.

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Item2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Management’s Discussion and Analysis should be read along with the financial statements included in this Quarterly Report on Form 10-Q (the “Financial Statements”). As described in Note 1 to the Financial Statements, we have included the comparative three months ended March 31, 2024 in this filing; however, these figures have not been restated due to the undue burden it would place on us. Additionally, we have not restated our Form 10-Q for the period ended June 30, 2024 due to the undue burden this would also have on us. The impact of any adjustments to the quarters ended March 31, 2024 and June 30, 2024 have been included in the three months ended September 30, 2024. Accordingly, the accompanying consolidated statement of operations, the consolidated statement of stockholders’ equity/(deficit) and the consolidated statement of cash flows for the three months ended March 31, 2024, and the accompanying notes for the three months ended March 31, 2024, including references thereon within Management’s Discussion and Analysis, should not be relied upon.

Apart from the matter above, the Financial Statements have been prepared in accordance with generally accepted accounting policies in the United States (“GAAP”). Except as otherwise disclosed, all dollar figures included therein and in the following management discussion and analysis are quoted in United States dollars.

Descriptionof Our Business

Overview

We are boldly positioning ourselves as America’s Patriotic Brand. We have identified the market opportunity to design, manufacture, and market beverages and innovative concealed carry products and safes. We access our market uniquely through our positioning as America’s Patriotic Brand and the appeal of our products as well as through the profile and public persona of our founder and Chief Executive Officer, Andy Ross. Andy hosted his own television show for 12 years, has made multiple appearances over the years at trade shows, and is well-known in the archery world as the founder of Ross Archery, which was the world’s fastest-growing bow company in 2007 and 2008. Andy has released 3 CDs, done numerous radio and print interviews, and performed many concerts in front of thousands of people. Andy has the ability to present American Rebel to large numbers of potential customers through the appeal of his music and other supporting appearances. For example, his appearance on the History Channel hit show Counting Cars in February 2014 has been viewed by over 2 million times. Bringing innovative products that satisfy an existing demand to the market through exciting means is the American Rebel blueprint for success.

As a corporate policy, we will not incur any cash obligations that we cannot satisfy with known resources, of which there are currently none except as described in “Liquidity” below or elsewhere in this Quarterly Report. We believe that the perception that many people have of a public company makes it more likely that they will accept restricted securities from a public company as consideration for indebtedness to them than they would from a private company. We have not performed any studies of this matter. Our conclusion is based on our own observations. Additionally, the issuance of restricted shares will dilute the percentage of ownership interest of our stockholders.

The Company operates primarily as a designer, manufacturer and marketer of beverages, branded safes and personal security and self-defense products. Additionally, the Company designs and produces branded apparel and accessories.

We believe that when it comes to their homes, consumers place a premium on their security and privacy. Our products are designed to offer our customers convenient, efficient and secure home and personal safes from a provider that they can trust. We are committed to offering products of enduring quality that allow customers to keep their valuable belongings protected and to express their patriotism and style, which is synonymous with the American Rebel brand.

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Our safes and personal security products are constructed primarily of U.S.-made steel. We believe our products are designed to safely store firearms, as well as store our customers’ priceless keepsakes, family heirlooms and treasured memories and other valuables, and we aim to make our products accessible at various price points for home and office use. We believe our products are designed for safety, quality, reliability, features and performance.

To enhance the strength of our brand and drive product demand, we work with our manufacturing facilities and various suppliers to emphasize product quality and mechanical development in order to improve the performance and affordability of our products while providing support to our distribution channel and consumers. We seek to sell products that offer features and benefits of higher-end safes at mid-line price ranges.

We believe that safes are becoming a ‘must-have appliance’ in a significant portion of households. We believe our current safes provide safety, security, style and peace of mind at competitive prices.

In addition to branded safes, we offer an assortment of personal security products as well as apparel and accessories for men and women under the Company’s American Rebel brand. Our backpacks utilize what we believe is a distinctive sandwich-method concealment pocket, which we refer to as Personal Protection Pocket, to hold firearms in place securely and safely. The concealment pockets on our Freedom 2.0 Concealed Carry Jackets incorporate a silent operation opening and closing with the use of a magnetic closure.

We believe that we have the potential to continue to create a brand community presence around the core ideals and beliefs of America, in part through Andy Ross, who has written, recorded and performs a number of songs about the American spirit of independence. We believe our customers identify with the values expressed by our Chief Executive Officer through the “American Rebel” brand.

Through our growing network of dealers, we promote and sell our products in select regional retailers and local specialty safe, sporting goods, hunting and firearms stores, as well as online, including our website and e-commerce platforms such as Amazon.com.

American Rebel is boldly positioning itself as “America’s Patriotic Brand” in a time when national spirit and American values are being rekindled and redefined. American Rebel is an advocate for the 2nd Amendment and conveys a sense of responsibility to teach and preach good common practices of gun ownership. American Rebel products keep you concealed and safe inside and outside the home. American Rebel Safes protect your firearms and valuables from children, theft, fire and natural disasters inside the home; and American Rebel Concealed Carry Products provide quick and easy access to your firearm utilizing American Rebel’s Proprietary Protection Pocket in its backpacks and apparel outside the home. The initial company product releases embrace the “concealed carry lifestyle” with a focus on concealed carry products, apparel, personal security and defense. “There’s a growing need to know how to protect yourself, your family, your neighbors or even a room full of total strangers,” says Andy Ross. “That need is in the forethought of every product we design.”

The “concealed carry lifestyle” refers to a set of products and a set of ideas around the emotional decision to carry a gun everywhere you go. The American Rebel brand strategy is similar to the successful Harley-Davidson Motorcycle philosophy, referenced in this quote from Richard F. Teerlink, Harley’s chairman and former chief executive, “It’s not hardware; it is a lifestyle, an emotional attachment. That’s what we have to keep marketing to.” As an American icon, Harley has come to symbolize freedom, rugged individualism, excitement and a sense of “bad boy rebellion.” American Rebel – America’s Patriotic Brand has significant potential for branded products as a lifestyle brand. Its innovative Concealed Carry Product line and Safe line serve a large and growing market segment; but it is important to note we have product opportunities beyond Concealed Carry Products and Safes. One such opportunity is American Rebel Light Lager. American Rebel Light Beer is “America’s Patriotic, God-Fearing, Constitution-Loving, National Anthem-Singing, Stand Your Ground Beer.” Management believes a significant opportunity exists to enter the $110+ billion-dollar beer industry with a premium domestic beer. Current distribution agreements are in place for the states of Kansas and Tennessee and portions of Ohio and Connecticut.

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AmericanRebel Safes

Keeping your guns in a location only appropriate trusted members of the household can access should be one of the top priorities for every responsible gun owner. Whenever a new firearm is purchased, the owner should look for a way to store and secure it. Storing the firearm in a gun safe will prevent it from being misused by young household members, and it will prevent it from being stolen in a burglary or damaged in a fire or natural disaster. Gun safes may seem pricy at first glance, but once the consumer is educated on their role to protect expensive firearms and other valuables such as jewelry and important documents, the price is justified.

American Rebel produces large floor safes in a variety of sizes as well as small portable keyed safes. Additional opportunities exist for us to develop Wall Safes and Handgun Boxes.

Reasonsgun owners should own a gun safe:

●	If<br> you are a gun owner and you have children, many states have a law in place that require you to store your gun locked in a safe, away<br> from children. This will prevent your children from getting the gun and hurting themselves or someone else.
●	Some<br> states have a law in place that require you to keep your gun locked away when it is not in use, even if you don’t have children<br> in your home. California has a law that requires you to have your gun locked in a firearms safety device that is considered safe<br> by the California Department of Justice (DOJ). When you buy a safe, you should see if it has approval from the California DOJ.
●	Many<br> gun owners own more guns than insurance will cover. Many insurance companies only cover $3,000 worth of guns. Are your weapons worth<br> more? If so, you should invest in a gun safe to make sure your guns are protected from fire, water, and thieves.
●	Many<br> insurance companies may give you a discount if you own a gun safe. If you own a gun safe or you purchase one, you should see if your<br> insurance company is one that offers a discount for this. A safe can protect your guns and possibly save you money.
●	Do<br> people know you own guns? You might not know that many burglaries are carried out by people they know.
●	If<br> a person you know breaks into your home, steals your gun, and murders someone, you could be charged with a crime you didn’t<br> commit, or the victim’s family could sue you.
●	Gun<br> safes can protect your guns in the event your home goes up in flames. When buying a safe, you should see if it will protect your<br> firearm or any other valuables from fire damage.
●	You<br> might be the type of person that has a gun in your home for protection. A gun locked in a safe can still offer you protection. There<br> are quick access gun safes on the market. With a quick access gun safe, you can still retrieve your gun in a few seconds, but when<br> it is not needed, it will be protected.

A gun safe is the best investment a gun owner can make because the safe can protect guns from thieves, fire, water, or accidents. Bills or ballot measures to require safe storage have been discussed in Delaware, Washington, Oregon, Missouri and Virginia; and various laws are on the books in California and Massachusetts. Even a figure as staunchly pro-gun as Texas’s Republican lieutenant governor, Dan Patrick, called on gun-owning parents to lock up their weapons after the Santa Fe shooting. The gun safe industry is experiencing rapid growth and innovation. Andy Ross and the rest of the American Rebel team are committed to fulfilling the opportunity in the gun safe market and filling the identified void with American Rebel Gun Safes.

Below is a summary of the different safes we offer:

i.

Large Safes – our current large model safe collection consists of six premium safes. All of our large safes share the same high-quality<br> workmanship, are constructed out of 11-gauge U.S.-made steel and feature a double plate steel door, double-steel door casements and<br> reinforced door edges. Each of these safes provide up to 75 minutes of fire protection at 1200 degrees Fahrenheit. Our safes offer<br> a fully adjustable interior to fit our customers’ needs. Depending on the model, one side of the interior may have shelves<br> and the other side set up to accommodate long guns. There are optional additions such as Rifle Rod Kits and Handgun Hangers to increase<br> the storage capacity of the safe. These large safes offer greater capacity for secure storage and protection, and our safes are designed<br> to prevent unauthorized access, including in the event of an attempted theft, natural disaster or fire. We believe that a large,<br> highly visible safe acts as a deterrent to any prospective thief.

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| --- | | ii. | Personal Safes – the safes in our compact safe collection are easy to operate and carry as they fit into briefcases, desks or under<br> vehicle seats. These personal safes meet Transportation Security Administration (“TSA”) airline firearm guidelines and<br> fit comfortably in luggage when required by travel regulations. | | --- | --- | | iii. | Vault Doors – our U.S.-made vault doors combine style with theft and fire protection for a look that fits any decor. Newly-built,<br> higher-end homes often add vault rooms and we believe our vault doors, which we designed to facilitate secure access to such vault<br> rooms, provide ideal solutions for the protection of valuables and shelter from either storms or intruders. Whether it’s in<br> the context of a safe room, a shelter, or a place to consolidate valuables, our American Rebel in- and out-swinging vault doors provide<br> maximum functionality to facilitate a secure vault room. American Rebel vault doors are constructed of 4 ½” double steel<br> plate thickness, A36 carbon steel panels with sandwiched fire insulation, a design that provides greater rigidity, security and fire<br> protection. Active boltworks, which is the locking mechanism that bolts the safe door closed so that it cannot be pried open and<br> three external hinges that support the weight of the door, are some of the features of the vault door. For safety and when the door<br> is used for a panic or safe room, a quick release lever is installed inside the door. | | iv. | Dispensary<br> Safes - our HG-INV Inventory Safe, a safe tailor-made for the cannabis community, provides cannabis and horticultural plant<br> home growers a reliable and safe solution to protect their inventory. Designed with medical marijuana or recreational cannabis dispensaries<br> in mind and increasing governmental and insurance industry regulation to lock inventory after hours, we believe our HG-INV Inventory<br> Safe delivers a high-level user experience. |

UpcomingProduct Offerings

To further complement our diverse product offerings, we intend to introduce additional products throughout 2025.

Below is a summary of potential upcoming product offerings:

i. Biometrics Safes – we intend to introduce a line of handgun boxes with biometrics, Wi-Fi and Bluetooth technologies. These Biometric Safes have been designed, engineered and are ready for production.

ii. 2A Lockers – we have developed a unique steel lockbox with a 5-point locking mechanism to provide a secure place to lock up ammunition and other items that may not require the safety and security of a safe, but prevents unauthorized access. We believe there is a strong market for this product that is priced between $349 - $449 depending on the model.

iii. Wall Safes – wall safes can be easily hidden and provide “free” storage space since they are able to be tucked into the space between your wall and studs.

iv. Economy Safe Line – we are exploring enhancing our safe line through the introduction of entry level safes built in North America to compete with other safes imported from overseas.

Our results of operations and financial condition may be impacted positively and negatively by certain general macroeconomic and industry wide conditions

RecentDevelopments

Establishmentof American Rebel Beer

On August 9, 2023, we entered into a Master Brewing Agreement with Associated Brewing. Under the terms of the Brewing Agreement, Associated Brewing has been appointed as the exclusive producer and seller of American Rebel branded spirits, with the initial product being American Rebel Light Beer. American Rebel Light Beer launched regionally in 2024. We paid a setup fee and security deposit to Associated Brewing. We established American Rebel Beverages, LLC as a wholly-owned subsidiary specifically to hold our alcohol licenses and conduct operations for our beer business.

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Expansioninto New Business Categories

ExpandingScope of Operations Activities by Offering Servicing Dispensaries and Brand Licensing

We continually seek to target new consumer segments for our safes. As we believe that safes are becoming a must-have household appliance, we strive to establish authenticity by selling our products to additional groups, and to expand our direct-to-consumer presence through our website and our showroom currently in Lenexa, Kansas.

Further, we expect the cannabis dispensary industry to be a material growth segment for our business. Several cannabis dispensary operators have expressed interest in the opportunity to help them with their inventory locking needs. Cannabis dispensaries have various insurance requirements and local ordinances requiring them to secure their inventory when the dispensary is closed. Dispensary operators have been purchasing gun safes and independently taking out the inside themselves to allow them to store cannabis inventory. Recognizing what seems to be a growing need for cannabis dispensary operators, we have designed a safe tailor-made for the cannabis industry. American Rebel has a long list of dispensary operators, growers, and processors interested in the Company’s inventory control solutions. We believe that dispensary operators, growers, and processors are another fertile new growth market for our Vault Doors products, as many in the cannabis space have chosen to install entire vault rooms instead of individual inventory control safes—the American Rebel Vault Door has been the choice for that purpose.

Further, we believe that American Rebel has significant potential for branded products as a lifestyle brand. As the American Rebel Brand continues to grow in popularity, we anticipate generating additional revenues from licensing fees earned from third parties who wish to engage the American Rebel community. While the Company does not currently generate material revenues from licensing fees, our management team believes the American Rebel brand name may in the future have significant licensing value to third parties that seek the American Rebel name to brand their products to market to the American Rebel target demographic. For example, a tool manufacturer that wants to pursue an alternative marketing plan for a different look and feel could license the American Rebel brand name for their line of tools and market their tools under our distinct brand. This licensee would benefit from the strong American Rebel brand with their second line of American Rebel branded tools as they would continue to sell both of the lines of tools. Conversely, American Rebel could potentially benefit as a licensee of products. If American Rebel determines a third party has designed, engineered, and manufactured a product that would be a strong addition to the American Rebel catalog of products, American Rebel could license that product from the third-party and sell the licensed product under the American Rebel brand.

Resultsof Operations

From inception through March 31, 2025, we have generated an accumulated deficit of $70,145,456. We expect to incur additional losses during fiscal year ending December 31, 2025, and beyond, principally as a result of our increased investment in inventory, manufacturing capacity, marketing and sales expenses, and other growth initiatives.

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ThreeMonths Ended March 31, 2025 Compared to Three Months Ended March 31, 2024

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	For<br> the Three Months Ended
	March<br> 31, 2025			March<br> 31, 2024
Revenue		2,511,324			4,043,837
Cost<br> of goods sold		2,222,270			3,202,514
Gross<br> margin		289,054			841,323
Expenses:
Consulting/payroll<br> and other costs		738,977			551,913
Compensation<br> expense – officers – related party		-			212,500
Compensation<br> expense – officers – deferred comp – related party		164,063			1,134,000
Rental<br> expense, warehousing, outlet expense		57,114			151,666
Product<br> development costs		93,467			98,629
Marketing<br> and brand development costs		695,491			265,055
Administrative<br> and other		1,470,587			680,514
Depreciation<br> and amortization expense		35,774			24,315
Total<br> operating expenses		3,255,473			3,118,592
Operating<br> income (loss)		(2,966,419	)		(2,277,269	)
Other<br> Income (Expense)
Interest<br> expense		(723,942	)		(423,859	)
Interest<br> income		264			512
Gain/(loss)<br> on sale of equipment		-			(662	)
Other income		18,000			-
Loss<br> on debt extinguishment		(499,794	)		-
Loss<br> on settlement of liability		(887,365	)		-
Net<br> income (loss) before income tax provision		(5,059,256	)		(2,701,278	)
Provision<br> for income tax		-			-
Net<br> income (loss)		(5,059,256	)		(2,701,278	)

Revenue(‘Sales’) and cost of goods sold (‘Cost of Sales’)

For the three months ended March 31, 2025, we reported Revenues of $2,511,324 compared to Revenues of $4,043,837 for the three months ended March 31, 2025. The decrease in Revenues of $1,532,513 (or (38%) period over period) for the current period compared to the three months ended March 31, 2024 is attributable to slower sales for 2025 and current market conditions. For the three months ended March 31, 2025, we reported Cost of Goods Sold of $2,222,270 compared to Cost of Goods Sold of $3,202,514 for the three months ended March 31, 2024. The decrease in Cost of Goods Sold of $980,242 (or (31%) period over period) for the current period is primarily attributable to the decrease in revenue. For the three months ended March 31, 2025, we reported Gross Margin of $289,054, compared to Gross Margin of $841,323 for the three months ended March 31, 2024. The decrease in Gross Margin of $552,269 (or (66%) period over period) for the three months ended March 31, 2025 compared to the three months ended March 31, 2024 is again due a decrease in sales and increased costs of goods sold. Gross Margin percentage for the three months ended March 31, 2025 was 12% compared to 21% for the three months ended March 31, 2024. In general, second amendment businesses have experienced a slowdown in sales volume during the past twelve months and this is in line with what we have experienced in our business.

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OperatingExpenses

Total operating expenses for the three months ended March 31, 2025 were $3,255,473 compared to $3,118,592 for the three months ended March 31, 2024 as further described below. Overall, we experienced a $136,881 increase in operating expenses period over period. This increase is primarily due to an increase in administrative and other expenses due to increased accounting and legal fees and increased marketing and brand development costs.

For the three months ended March 31, 2025, we incurred consulting/payroll and other costs (along with officer compensation) of $903,040 compared to consulting/payroll and other costs (along with officer compensation) of $1,898,413 for the three months ended March 31, 2024. The decrease in consulting/payroll and other costs of $(995,373) was due to the adjustment in the deferred compensation expense due to common stock equivalents on our Series A preferred stock as identified and corrected during the period ended September 30, 2024 upon finalization of the 2023 re-audit. The Company expects to try and maintain its consulting/payroll and other costs as we endeavor to further expand our sales volume.

For the three months ended March 31, 2025, we incurred rental expense, warehousing, outlet expense of $57,114, compared to rental expense, warehousing, outlet expense of $151,666 for the three months ended March 31, 2024. The decrease in rental expense, warehousing, outlet expense of $94,552 is due to cost cutting on leases and properties that the Company rents to conduct the Champion business acquisition as well as other cost cutting measures or efficiencies put in place.

For the three months ended March 31, 2025, we incurred product development expenses of $93,467 compared to product development expenses of $98,629 for the three months ended March 31, 2024. The decrease in product development expenses of $5,162 is due to the timing of development expenses in connection with the private label beer. We expect to maintain some level of expense on a go-forward basis with new products and efforts being expended for future sales growth and product needs.

For the three months ended March 31, 2025, we incurred marketing and brand development expenses of $695,491 compared to marketing and brand development expenses of $265,055 for the three months ended March 31, 2024. The increase in marketing and brand development expenses of $430,436 (or 162% period over period) relates primarily to market awareness efforts for American Rebel Beer as well as expenses associated with our Tony Stewart activities and general push forward on sales efforts.

For the three months ended March 31, 2025, we incurred administrative and other expense of $1,470,587 compared to administrative and other expense of $680,514 for the three months ended March 31, 2025. The increase in administrative and other expense of $790,073 (or 116% period over period) relates directly to increased professional fees including accounting and legal fees.

For the three months ended March 31, 2025, we incurred depreciation and amortization expense of $35,774 compared to depreciation and amortization expense of $24,315 for the three months ended March 31, 2025. The increase primarily relates to amortization related to intangible assets.

Otherincome and expenses

For the three months ended March 31, 2025, we incurred interest expense of $723,942 compared to interest expense of $423,859 for the three months ended March 31, 2024. The increase in interest expense of $300,083 is due to a significant number of notes we have entered into and subsequently converted or modified.

For the three months ended March 31, 2025, we incurred a loss on debt extinguishment of $499,794 and loss on settlement of liability of $887,365. This is due to the conversion of debt into equity, which was not present during the three months ended March 31, 2024.

NetLoss

Net loss for the three months ended March 31, 2025 amounted to $5,059,256, resulting in a loss per share of $(23.45), compared to a net loss of $2,701,278 for the three months ended March 31, 2024, resulting in a loss per share of $(27.47) (adjusted for various reverse stock splits). The increase in the net loss for the three months ended March 31, 2025 compared to the three months ended March 31, 2024 is primarily due to a myriad of expenses that we incurred in the quarter, such as professional and legal fees, increased costs in marketing, and the softening of gross margin on sales.

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Liquidityand Capital Resources

We are a company still in the growth and acquisition stage and our revenue from operations does not cover our operating expenses. Working capital decreased by $507,743 period over period where we had a working capital deficit of $(8,940,228) at December 31, 2024 compared to a working capital deficit balance of $(9,447,971) at March 31, 2025. This working capital decrease was due to increased expenses launching new products and slowing sales in its legacy business. We have funded our operations primarily through the issuance of capital stock, convertible debt, and other securities and will continue so into the near future and beyond.

During the three months ended March 31, 2025, we reduced anticipated cash outflows of $1.8 million through the issuance of common stock.

As we continue with the launch of American Rebel Beer and continue to maintain the American Rebel branded safes and concealed carry product line, as well our Champion line of products, we expect to continue to devote significant resources in the areas of capital expenditures, marketing, sales, and operational expenditures. We may from time to time incur significant capital needs for these expenditures and for our business. We cannot fully predict what those needs will be and the impact to our business.

We expect to require additional funds to further develop our business and acquisition plan, including the launch of additional products in addition to aggressively marketing our safes and concealed carry product line. Since it is impossible to predict with certainty the timing and amount of funds required to establish profitability, we anticipate that we will raise additional funds through equity or debt offerings or otherwise in order to meet our expected future liquidity requirements. Any such financing that we undertake will likely be dilutive to existing stockholders.

In addition, we expect to need additional funds to respond to business opportunities and challenges, including our ongoing operating expenses, protecting our intellectual property, developing or acquiring new lines of business and enhancing our operating infrastructure. While we may need to seek additional funding for such purposes, we may not be able to obtain financing on acceptable terms, or at all. In addition, the terms of our financings may be dilutive to, or otherwise adversely affect, holders of our common stock. We may also seek additional funds through arrangements with collaborators or other third parties. We may not be able to negotiate any such arrangements on acceptable terms, if at all. If we are unable to obtain additional funding on a timely basis, we may be required to curtail or terminate some or all of our product lines.

PromissoryNotes – Working Capital

Over the past twelve months, we entered into various working capital notes with a total balance of $4,603,859 as of March 31, 2025. The promissory notes have various terms – refer to Note 8 of our consolidated financial statements for the specific terms of each promissory note.

CriticalAccounting Estimates

The preparation of financial statements and related disclosures in conformity with U.S. GAAP, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. Management has determined that the Company has no critical accounting estimates.

Item3. Quantitative and Qualitative Disclosures about Market Risk

Not applicable.

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Item4. Controls and Procedures

Evaluationof Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934, as amended (Exchange Act), is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Our disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management as appropriate to allow timely decisions regarding required disclosures. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives, and management necessarily is required to use its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

An evaluation was carried out under the supervision and with the participation of the Company’s management, including the CEO and Interim Principal Accounting Officer, of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report as defined in Exchange Act Rule 13a-15(e) and Rule 15d-15(e). Based on that evaluation, the CEO and Interim Principal Accounting Officer have concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures were not effective.

Management has concluded that there is a material weakness in internal control over financial reporting due to deficiencies in the design and operation of internal controls. The material weakness resulted in material adjustments to the financial statements included in the Original Form 10-K for the years ended December 31, 2023 and 2022, which were driven by the following: (1) inadequate management reviews, and (2) insufficient technical accounting competencies within the organization.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements would not be prevented or detected on a timely basis. As a result of the material weakness, our CEO and Interim Principal Accounting Officer have concluded that, as of March 31, 2025, the end of the period covered by this report, our disclosure controls and procedures were not effective at a reasonable assurance level.

Changesin Internal Control over Financial Reporting

There were no changes in the Company’s internal controls over financial reporting that occurred during the period ended March 31, 2025 that have materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

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PartII: Other Information

Item1 - Legal Proceedings

On July 23, 2024, the Company received notice of a complaint filed in the U.S. District Court for the District of Utah by Liberty Safe and Security Products, Inc. (“Liberty”), in connection with the marketing and sale of the Company’s and its subsidiaries, Champion Safe Company, Inc., line of safe products. As of the date of this Report, the complaint has not been served on the Company or Champion Safe. In the complaint, Liberty alleges trademark infringement as a result of the purported use of the term “Freedom” in the sale of safes, federal false designation of origin and unfair competition, violation of Utah deceptive trade practices, Utah unfair competition, and damages to Liberty. Management believes that this lawsuit is without merit; however has initiated settlement discussions with Liberty and anticipates an amicable settlement to be forthcoming. At this time, Management does not believe a settlement with Liberty will have a material effect on its business or financial condition.

As reported by the Company in the Form 8-K dated August 7, 2024, during February 2023, the Company entered into a $2 million master credit agreement (credit facility) with Bank of America. The credit facility is secured by all the assets of the Company’s Champion subsidiaries and guaranteed by the Company, the Champion subsidiaries and the Company’s CEO. The Line of Credit expired on February 28, 2024, but the Company and Champion Safe Company have been actively working with the bank to extend or modify the credit facility. Despite being current on all payments under the credit facility and actively working with the bank for a long-term solution to repay the credit facility, on July 25, 2024, Champion Safe Company received a notice of default and demand for payment from the bank. On March 21, 2025, Bank of America filed a complaint in the Fourth Judicial District Court in and for Utah County, State of Utah (Case No. 250401345) against the Company and its subsidiaries (Champion Safe Company, Inc., American Rebel, Inc., Superior Safe Co., L.L.C. and Safe Guard Security Products LC) alleging four causes of action related to the credit facility: (i) Breach of the Loan Documents – Champion Safe; (ii) Breach of the Loan Documents – Guarantors (the Company, American Rebel, Inc., Superior Safe Co., L.L.C. and Safe Guard Security Products LC); (iii) Breach of the Implied Covenant of Good Faith and Fair Dealing – all parties; and (iv) Unjust Enrichment – Champion Safe. The Company plans to defend the complaint, while continuing to work with Bank of America on a settlement.

From time to time, however, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business.

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Item1a – Risk Factors

Factors that could cause or contribute to differences in our future financial and operating results include those discussed in the risk factors set forth in Item 1A of our Annual Report on Form 10-K, as amended, for the year ended December 31, 2024. These risks are not the only risks that we face. Additional risks not presently known to us or that we do not currently consider significant may also have an adverse effect on the Company. If any of the risks actually occur, our business, results of operations, cash flows or financial condition could suffer.

Item2 - Unregistered Sales of Equity Securities

On January 10, 2025, the Company entered into two six-month promissory notes with accredited investors in the principal amounts of $617,100 and $123,420. An original issue discount of $117,100 and $23,420 was applied on the issuance date and was paid through the issuance of 15,613 and 3,123 shares of the Company’s Series D Convertible Preferred Stock, resulting in net loan proceeds to the Company of $500,000 and $100,000.

On January 10, 2025, the Company authorized the issuance of 2,200 shares of common stock to a consultant pursuant to the terms of an amendment to a current consulting agreement.

On January 13, 2025, SCC requested the issuance of 2,800 shares of common stock to SCC, representing a payment of approximately $99,750.

On January 14, 2025, the Company authorized the issuance of 43,335 shares of Series D Convertible Preferred Stock to seven service providers to the Company and its subsidiaries.

On January 15, 2025, SCC requested the issuance of 4,140 shares of common stock to SCC, representing a payment of approximately $147,487.50.

On January 24, 2025, SCC requested the issuance of 4,400 shares of common stock to SCC, representing a payment of approximately $133,200.

On February 3, 2025, SCC requested the issuance of 4,600 shares of common stock to SCC, representing a payment of approximately $99,187.50.

On February 10, 2025, the Company authorized the issuance of 17,667 shares of common stock to an accredited investor upon the conversion of 88,334 shares of Series D Convertible Preferred Stock.

On February 10, 2025, the Company authorized the issuance of 2,480 shares of common stock, valued at $75,000, to a lender for a fee related to a financing agreement.

On February 10, 2025, SCC requested the issuance of 4,800 shares of common stock to SCC, representing a payment of approximately $92,772.

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On February 10, 2025, 1800 Diagonal Lending converted a portion of their debt into 30,303 shares of common stock.

On February 11, 2025, 1800 Diagonal Lending converted a portion of their debt into 32,627 shares of common stock.

On February 12, 2025, 1800 Diagonal Lending converted a portion of their debt into 42,424 shares of common stock.

On February 14, 2025, 1800 Diagonal Lending converted a portion of their debt into 45,752 shares of common stock.

On February 18, 2025, SCC requested the issuance of 5,000 shares of common stock to SCC, representing a payment of approximately $92,081.25.

On February 18, 2025, 1800 Diagonal Lending converted a portion of their debt into 42,917 shares of common stock.

On February 20, 2025, the Purchaser, pursuant to the Purchase and Exchange Agreement dated November 11, 2024, as amended on February 19, 2025, sent the Company a first closing notice for the exchange of $55,423.57 of assigned note portion for 3,145 shares of the Company’s common stock. These shares were subsequently cancelled.

On February 21, 2025, 1800 Diagonal Lending converted a portion of their debt into 52,497 shares of common stock.

On February 24, 2025, SCC requested the issuance of 3,200 shares of common stock to SCC, representing a payment of approximately $40,068.00.

On February 25, 2025, SCC requested the issuance of 5,700 shares of common stock to SCC, representing a payment of approximately $65,193.75.

On February 25, 2025, 1800 Diagonal Lending converted a portion of their debt into 84,507 shares of common stock.

On February 26, 2025, 1800 Diagonal Lending converted a portion of their debt into 56,831 shares of common stock.

On February 27, 2025, SCC requested the issuance of 6,000 shares of common stock to SCC, representing a payment of approximately $63,855.00.

On February 27, 2025, the Purchaser, pursuant to the Purchase and Exchange Agreement dated November 11, 2024, as amended on February 19, 2025, sent the Company a second closing notice for the exchange of $55,000 of assigned note portion for 5,168 shares of the Company’s common stock.

On March 4, 2025, SCC requested the issuance of 6,800 shares of common stock to SCC, representing a payment of approximately $63,750.00.

On March 4, 2025, the Purchaser, pursuant to the Purchase and Exchange Agreement dated November 11, 2024, as amended on February 19, 2025, sent the Company a third closing notice for the exchange of $52,712.25 of assigned note portion for 5,623 shares of the Company’s common stock.

On March 5, 2025, the Company authorized the issuance of 8,000 shares of common stock to an accredited investor upon the conversion of $64,950 due under a promissory note dated September 4, 2024.

On March 5, 2025, the Purchaser, pursuant to the Purchase and Exchange Agreement dated November 11, 2024, as amended on February 19, 2025, sent the Company a fourth closing notice for the exchange of $55,000 of assigned note portion for 8,334 shares of the Company’s common stock.

On March 6, 2025, SCC requested the issuance of 3,200 shares of common stock to SCC, representing a payment of approximately $47,655.

On March 7, 2025, SCC requested the issuance of 7,400 shares of common stock to SCC, representing a payment of approximately $48,978.75.

On March 10, 2025, SCC requested the issuance of 7,600 shares of common stock to SCC, representing a payment of approximately $43,335.20.

On March 10, 2025, the Purchaser, pursuant to the Purchase and Exchange Agreement dated November 11, 2024, as amended on February 19, 2025, sent the Company a fifth closing notice for the exchange of $50,000 of assigned note portion for 8,723 shares of the Company’s common stock.

On March 12, 2025, SCC requested the issuance of 11,160 shares of common stock to SCC, representing a payment of approximately $63,006.57.

On March 12, 2025, the Purchaser, pursuant to the Purchase and Exchange Agreement dated November 11, 2024, as amended on February 19, 2025, sent the Company a sixth closing notice for the exchange of $50,000 of assigned note portion for 8,723 shares of the Company’s common stock.

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On March 12, 2025, the Purchaser, pursuant to the Purchase and Exchange Agreement dated November 11, 2024, as amended on February 19, 2025, sent the Company a seventh closing notice for the exchange of $50,000 of assigned note portion for 8,723 shares of the Company’s common stock.

On March 12, 2025, the Purchaser, pursuant to the Purchase and Exchange Agreement dated November 11, 2024, as amended on February 19, 2025, sent the Company an eighth closing notice for the exchange of $50,000 of assigned note portion for 8,723 shares of the Company’s common stock.

On March 12, 2025, the Purchaser, pursuant to the Purchase and Exchange Agreement dated November 11, 2024, as amended on February 19, 2025, sent the Company a nineth closing notice for the exchange of $65,000 of assigned note portion for 11,339 shares of the Company’s common stock.

On March 13, 2025, SCC requested the issuance of 11,600 shares of common stock to SCC, representing a payment of approximately $47,818.10.

On March 13, 2025, the Purchaser, pursuant to the Purchase and Exchange Agreement dated November 11, 2024, as amended on February 19, 2025, sent the Company a tenth closing notice for the exchange of $50,000 of assigned note portion for 12,289 shares of the Company’s common stock.

On March 14, 2025, SCC requested the issuance of 12,200 shares of common stock to SCC, representing a payment of approximately $46,558.25.

On March 17, 2025, SCC requested the issuance of 12,800 shares of common stock to SCC, representing a payment of approximately $48,457.60.

On March 17, 2025, the Purchaser, pursuant to the Purchase and Exchange Agreement dated November 11, 2024, as amended on February 19, 2025, sent the Company an eleventh closing notice for the exchange of $50,000 of assigned note portion for 12,289 shares of the Company’s common stock.

On March 18, 2025, SCC requested the issuance of 13,200 shares of common stock to SCC, representing a payment of approximately $49,971.90.

On March 18, 2025, the Purchaser, pursuant to the Purchase and Exchange Agreement dated November 11, 2024, as amended on February 19, 2025, sent the Company a twelfth closing notice for the exchange of $50,000 of assigned note portion for 13,202 shares of the Company’s common stock.

On March 19, 2025, the Purchaser, pursuant to the Purchase and Exchange Agreement dated November 11, 2024, as amended on February 19, 2025, sent the Company a thirteenth closing notice for the exchange of $50,000 of assigned note portion for 13,202 shares of the Company’s common stock. On the same day, the Purchaser sent the Company a fourteenth closing notice for the exchange of $50,000 of assigned note portion for 15,528 shares of the Company’s common stock.

On March 19, 2025, SCC requested the issuance of 13,600 shares of common stock to SCC, representing a payment of approximately $51,486.20.

On March 20, 2025, SCC requested the issuance of 14,000 shares of common stock to SCC, representing a payment of approximately $42,605.50.

On March 21, 2025, SCC requested the issuance of 21,120 shares of common stock to SCC, representing a payment of approximately $59,400.

On March 24, 2025, SCC requested the issuance of 21,680 shares of common stock to SCC, representing a payment of approximately $45,219.06.

On March 24, 2025, the Purchaser, pursuant to the Purchase and Exchange Agreement dated November 11, 2024, as amended on February 19, 2025, sent the Company a fifteenth closing notice for the exchange of $35,000 of assigned note portion for 16,868 shares of the Company’s common stock. On the same day, the Purchaser sent the Company a sixteenth closing notice for the exchange of $35,000 of assigned note portion for 16,868 shares of the Company’s common stock.

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On March 25, 2025, SCC requested the issuance of 23,200 shares of common stock to SCC, representing a payment of approximately $45,240.

On March 26, 2025, SCC requested the issuance of 24,400 shares of common stock to SCC, representing a payment of approximately $45,750.

On March 26, 2025, the Purchaser, pursuant to the Purchase and Exchange Agreement dated November 11, 2024, as amended on February 19, 2025, sent the Company a seventeenth closing notice for the exchange of $35,000 of assigned note portion for 18,667 shares of the Company’s common stock. On the same day, the Purchaser sent the Company an eighteenth closing notice for the exchange of $35,000 of assigned note portion for 18,667 shares of the Company’s common stock. On the same day, the Purchaser sent the Company a nineteenth closing notice for the exchange of $35,000 of assigned note portion for 18,667 shares of the Company’s common stock.

On March 27, 2025, SCC requested the issuance of 29,920 shares of common stock to SCC, representing a payment of approximately $48,433.80.

On March 28, 2025, the Purchaser, pursuant to the Purchase and Exchange Agreement dated November 11, 2024, as amended on February 19, 2025, sent the Company a twentieth closing notice for the exchange of $35,000 of assigned note portion for 23,333 shares of the Company’s common stock.

On March 31, 2025, the Purchaser, pursuant to the Purchase and Exchange Agreement dated November 11, 2024, as amended on February 19, 2025, sent the Company a twenty-first closing notice for the exchange of $25,000 of assigned note portion for 29,070 shares of the Company’s common stock. On the same day, the Purchaser sent the Company a twenty-second closing notice for the exchange of $20,000 of assigned note portion for 23,257 shares of the Company’s common stock.

SubsequentIssuances after Quarter-End

On April 2, 2025, SCC requested the issuance of 34,000 shares of Common Stock to SCC, representing a payment of approximately $28,050.

On April 2, 2025, SCC requested the issuance of 35,000 shares of Common Stock to SCC, representing a payment of approximately $28,875.

On April 2, 2025, the Company entered into a second Settlement Agreement and Stipulation (the “ Second Settlement Agreement”) with Silverback Capital Corporation (“SCC”) to settle outstanding claims owed to SCC. Pursuant to the Settlement Agreement, SCC has agreed to purchase certain outstanding payables between the Company and designated vendors of the Company totaling $4,690,773.09 (the “Payables”) and will exchange such Payables for a settlement amount payable in shares of common stock of the Company (the “Settlement Shares”). The Settlement Shares shall be priced at 75% of the average of the three lowest traded prices during the five trading day period prior to a share request, which is subject to a floor price of $2.92. The Company agreed to issue SCC 2,800 shares of Common Stock as a settlement fee.

On April 3, 2025, SCC requested the issuance of 36,000 shares of Common Stock to SCC, representing a payment of approximately $29,700.

On April 4, 2025, SCC requested the issuance of 31,956 shares of Common Stock to SCC, representing a payment of approximately $26,363.70.

On April 4, 2025, the Purchaser, pursuant to the Purchase and Exchange Agreement dated November 11, 2024, as amended on February 19, 2025, sent the Company a twenty-third closing notice for the exchange of $72,500 of assigned note portion for 87,879 shares of the Company’s common stock. The shares under this request were never issued and on April 9, 2025, the Purchaser, pursuant to the Purchase and Exchange Agreement dated November 11, 2024, as amended on February 19, 2025, sent the Company a revised twenty-third closing notice for the exchange of $99,000 of assigned note portion for 100,763 shares of the Company’s common stock.

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On April 4, 2025, the Company entered into a conversion agreement with a current noteholder, whereby the noteholder agreed to convert all $617,100 of the principal amount owed under its OID Note dated January 10, 2025 into 82,280 shares of Series D Convertible Preferred Stock.

On April 4, 2025, the Company entered into definitive agreements for the purchase and sale of an aggregate of 724,640 shares of common stock (or pre-funded warrant in lieu thereof), series A warrants to purchase up to 724,640 shares of common stock and short-term series B warrants to purchase up to 2,173,920 shares of common stock at a purchase price of $3.45 per share of common stock (or per pre-funded warrant in lieu thereof) and accompanying warrants in a private placement priced at-the-market under Nasdaq rules. The series A warrants and the short-term series B warrants will have an exercise price of $2.95 per share and will be exercisable immediately upon issuance. The series A warrants will expire five years from the date of issuance and the short-term series B warrants will expire eighteen months from the date issuance. The private placement closed on April 8, 2025.

On April 7 2025, the Purchaser, pursuant to the Purchase and Exchange Agreement dated November 11, 2024, as amended on February 19, 2025, sent the Company a twenty-third closing notice for the exchange of $60,000 of assigned note portion for 72,727 shares of the Company’s common stock. The shares under this request were never issued and on April 9, 2025, the Purchaser, pursuant to the Purchase and Exchange Agreement dated November 11, 2024, as amended on February 19, 2025, sent the Company a revised twenty-fourth closing notice for the exchange of $50,000 of assigned note portion for 50,891 shares of the Company’s common stock.

On April 8, 2025, Coventry Enterprises converted a portion of their debt into 20,000 shares of common stock.

On April 9, 2025, Coventry Enterprises converted a portion of their debt into 27,000 shares of common stock.

On April 9, 2025, Coventry Enterprises converted a portion of their debt into 49,083 shares of common stock.

On April 9, 2025, 1800 Diagonal Lending converted a portion of their debt into 49,083 shares of common stock.

On April 10, 2025, Coventry Enterprises converted a portion of their debt into 61,000 shares of common stock.

On April 10, 2025, Coventry Enterprises converted a portion of their debt into 20,000 shares of common stock.

On April 10, 2025, Coventry Enterprises converted a portion of their debt into 25,000 shares of common stock.

On April 10, 2025, the Company authorized the issuance of 50,050 shares of common stock to an accredited investor upon the conversion of 10,010 shares of Series D Convertible Preferred Stock.

On April 10, 2025, the Purchaser, pursuant to the Purchase and Exchange Agreement dated November 11, 2024, as amended on February 19, 2025, sent the Company a twenty-fifth closing notice for the exchange of $66,022.56 of assigned note portion for 31,552 shares of the Company’s common stock. On the same day, the Purchaser sent the Company a twenty-sixth closing notice for the exchange of $26,191.62 of assigned note portion for 12,514 shares of the Company’s common stock. This last closing notice repaid all the note balances currently due.

On April 11, 2025, Coventry Enterprises converted a portion of their debt into 96,000 shares of common stock.

On April 13, 2025, the Company received a conversion notice from a current noteholder, whereby the noteholder converted all $107,500 of the amount owed under its OID Note dated January 10, 2025 into 14,333 shares of Series D Convertible Preferred Stock.

On April 14, 2025, the Company authorized the issuance of 82,437 shares of common stock, valued at $5.58 per share, to a financier pursuant to the terms of a settlement and conversion agreement.

On April 14, 2025, the Company authorized the issuance of 72,581 shares of common stock, valued at $5.58 per share, to a lender pursuant to the terms of a settlement and conversion agreement.

On April 14, 2025, Coventry Enterprises converted a portion of their debt into 95,000 shares of common stock.

On April 15, 2025, SCC requested the issuance of 25,200 shares of Common Stock to SCC pursuant to the Second Settlement Agreement, representing a payment of approximately $105,651, plus 2,800 shares of Common Stock as a settlement fee (a total of 28,000 shares of Common Stock).

On April 16, 2025, SCC requested the issuance of 93,000 shares of Common Stock to SCC pursuant to the Second Settlement Agreement, representing a payment of approximately $406,014.75.

On April 23, 2025, SCC requested the issuance of 95,000 shares of Common Stock to SCC pursuant to the Second Settlement Agreement, representing a payment of approximately $277,400.

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On April 24, 2025, SCC requested the issuance of 200,000 shares of Common Stock to SCC pursuant to the Second Settlement Agreement, representing a payment of approximately $584,000.

On April 24, 2025, SCC requested the second issuance of 200,000 shares of Common Stock to SCC pursuant to the Second Settlement Agreement, representing a second payment of approximately $584,000.

On April 25, 2025, SCC requested the issuance of 220,000 shares of Common Stock to SCC pursuant to the Second Settlement Agreement, representing a payment of approximately $642,400.

On April 28, 2025, SCC requested the issuance of 240,000 shares of Common Stock to SCC pursuant to the Second Settlement Agreement, representing a payment of approximately $700,800.

On May 6, 2025, SCC requested the issuance of 245,000 shares of Common Stock to SCC pursuant to the Second Settlement Agreement, representing a payment of approximately $715,400.

On May 6, 2025, 1800 Diagonal Lending converted a portion of their debt into 38,666 shares of common stock.

All of the above-described issuances (if any) were exempt from registration pursuant to Section 4(a)(2), Section 3(a)(9), Section 3(a)(10) and/or Regulation D of the Securities Act as transactions not involving a public offering. With respect to each transaction listed above, no general solicitation was made by either the Company or any person acting on its behalf. All such securities issued pursuant to such exemptions are restricted securities as defined in Rule 144(a)(3) promulgated under the Securities Act, appropriate legends have been placed on the documents evidencing the securities, and may not be offered or sold absent registration or pursuant to an exemption therefrom.

IssuerPurchases of Equity Securities

We did not repurchase any of our equity securities during the quarter ended March 31, 2025.

Item3 – Defaults upon Senior Securities

Bank of America

As reported by the Company in the Form 8-K dated August 7, 2024, during February 2023, the Company entered into a $2 million master credit agreement (credit facility) with Bank of America. The credit facility is secured by all the assets of the Company’s Champion subsidiaries and guaranteed by the Company, the Champion subsidiaries and the Company’s CEO. The Line of Credit expired on February 28, 2024, but the Company and Champion Safe Company have been actively working with the bank to extend or modify the credit facility. Despite being current on all payments under the credit facility and actively working with the bank for a long-term solution to repay the credit facility, on July 25, 2024, Champion Safe Company received a notice of default and demand for payment from the bank. On March 21, 2025, Bank of America filed a complaint in the Fourth Judicial District Court in and for Utah County, State of Utah (Case No. 250401345) against the Company and its subsidiaries (Champion Safe Company, Inc., American Rebel, Inc., Superior Safe Co., L.L.C. and Safe Guard Security Products LC) alleging four causes of action related to the credit facility: (i) Breach of the Loan Documents – Champion Safe; (ii) Breach of the Loan Documents – Guarantors (the Company, American Rebel, Inc., Superior Safe Co., L.L.C. and Safe Guard Security Products LC); (iii) Breach of the Implied Covenant of Good Faith and Fair Dealing – all parties; and (iv) Unjust Enrichment – Champion Safe. The Company plans to defend the complaint, while continuing to work with Bank of America on a settlement.

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Altbanq

During March of 2023, the Company entered into a Business Loan and Security Agreement with Altbanq Lending LLC. The loan is secured by a second lien on all the assets of the Company and its Champion subsidiaries and guaranteed by the Company, the Champion subsidiaries and the Company’s CEO.

On November 11, 2024, the Company entered into a Purchase and Exchange Agreement among an investor (the “Purchaser”) and Altbanq Lending LLC (the “Seller”), pursuant to which the Purchaser agreed to purchase from the Seller a portion ($150,469.11) of a promissory note dated March 27, 2024 in the original principal amount of $1,330,000 (the “Note”), with a current balance payable of $1,229,350 (the “Note Balance”). Contemporaneously with assignment of the assigned note portion to the Purchaser, the Company exchanged the $150,469.11 of assigned note portion for 78,615 shares of the Company’s common stock as a 3(a)(9) exchange.

In December of 2024, the Purchaser cancelled the exchange and the Seller returned the $150,469.11 to the Purchaser. The 78,615 shares of common stock were issued and subsequently cancelled. These shares were issued, but were never delivered to Purchaser. On February 19, 2025, the Purchaser, the Seller and the Company entered into an amendment to the Purchase and Exchange Agreement (the “Amendment”), which extended the time for the Purchaser to purchase additional portions of the Note from the Seller. As of the date of this Quarterly Report on Form 10-Q, the Purchaser has converted the entire note balance; however, Altbanq has claimed interest is due on the Note Balance, which the Company disputes. The Company is currently working with Altbanq and the Purchaser to reach an agreement regarding this dispute.

Coventry

On September 4, 2024, the Company entered into a Securities Purchase Agreement with Coventry Enterprises, LLC, an accredited investor (“Coventry”), pursuant to which Coventry made a loan to the Company, evidenced by a promissory note in the principal amount of $300,000 (the “Note”). The Note required eight $37,333.33 monthly payments, with the first payment due on September 30, 2024 with seven (7) subsequent payments due on the last day of each month thereafter. The Company was put on notice from Coventry that it is in default of the Note, for failure to make the full payment due as of September 30, 2024. As of the date of this Quarterly Report on Form 10-Q, Coventry has converted the entire Note balance into shares of the Company’s common stock.

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Other Debts

The Company is in the growth and acquisition stage and, accordingly, has not yet reached profitability from its operations. Since inception, the Company has been engaged in financing activities and executing its plan of operations and incurring costs and expenses related to product development, branding, inventory buildup and product launch. As a result, the Company has continued to incur significant net losses from operations and cash flow difficulties. The Company’s accumulated deficit was ($70,145,456) as of March 31, 2025 and ($65,086,200) as of December 31, 2024. The Company has experienced cash flow restraints and has missed payments due under several financing agreements. To date, the majority of lenders have been working with the Company towards amenable solutions to remedy any issues related to such agreements.

The ability of the Company to continue as a going concern is dependent upon its ability to raise capital from the sale of its equity and, ultimately, the achievement of significant operating revenues and profitability. The Company had previously had an effective Reg. A+ offering seeking to raise approximately $20.0 million; however, due to the termination of its prior PCAOB accountants and the requirement to re-audit its financial statements for the past two years for inclusion in the Reg. A+ offering documents the Company is unable to access any capital under the offering and the offering expired. The Company anticipates filing a new Reg. A+ offering in 2025.

Management believes that sufficient funding can be secured through the obtaining of loans, as well as future offerings of its preferred and common stock. However, no assurance can be given that the Company will obtain this additional working capital, or if obtained, that such funding will not cause substantial dilution to its existing stockholders. Most of the Company’s current debt instruments are charging high interest rates. These interest payments and/or premium repayments and prepayments may make it difficult for it to enter into new debt agreements. If the Company is unable to secure such additional funds from these sources, it may be forced to change or delay some of its business objectives and efforts. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern.

Item4 – Mine Safety Disclosures

Not applicable.

Item5 – Other Information

None.

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Item6 – Exhibits

Exhibit<br> No.	Description
2.1	Stock<br> Purchase Agreement, dated June 8, 2016, by and among CubeScape, Inc., American Rebel, Inc., and certain individual named therein<br> (Incorporated by reference to Exhibit 2.1 to Form 8-K, filed June 15, 2016)
2.2	Champion<br> Safe Co., Inc. Stock Membership Interest Purchase Agreement dated June 29, 2022 (Incorporated by reference to Exhibit 2.1 to Form<br> 8-K, filed July 6, 2022)
3.1	Second<br> Amended and Restated Articles of Incorporation effective January 22, 2022 (Incorporated by reference to Exhibit 3.4 to Form 10-K,<br> filed March 31, 2022)
3.2	Amended<br> and Restated Bylaws of American Rebel Holdings, Inc. effective as of February 9, 2022 (Incorporated by reference to Exhibit 3.1 to<br> Form 8-K, filed February 15, 2022)
3.3	Certificate<br> of Amendment to the Second Amended and Restated Articles effectuating 1-for-25 Reverse Stock Split (Incorporated by reference to<br> Exhibit 3.1 to Form 8-K filed on June 26, 2023)
3.4	Certificate<br> of Amendment to the Second Amended and Restated Articles of Incorporation effectuating 1-for-9 Reverse Stock Split effective October<br> 2, 2024 (Incorporated by references to Exhibit 3.1 to Form 8-K filed on September 27, 2024)
3.5	Certificate of Amendment to Second Amended and Restated Articles of Incorporation effective on March 31, 2025 (Incorporated by reference to Exhibit 3.1 to Form 8-K filed on March 28, 2025)
4.1	Certificate<br> of Designation of Series A Preferred Stock (Incorporated by reference to Exhibit 4.1 to Form 8-K filed on February 24, 2020)
4.2	Certificate<br> of Designation of Series B Preferred Stock (Incorporated by reference to Exhibit 4.1 to Form 8-K filed on June 3, 2021)
4.3	Amended<br> Certificate of Designation of Series B Preferred Stock ((Incorporated by reference to Exhibit 4.1 to Form 8-K filed on July 28, 2021)
4.5	Warrant<br> Agency Agreement with Action Stock Transfer dated February 9, 2022 (Incorporated by reference to Exhibit 4.2 to Form 8-K, filed February<br> 10, 2022)
4.6	Form<br> of Pre-funded Warrant (Incorporated by reference to Exhibit 4.1 to Form 8-K, filed February 15, 2022)
4.7	Line<br> of Credit Agreement dated February 10, 2023 (Incorporated by reference to Exhibit 4.6 to Form 10-Q filed May 15, 2023)
4.8	Financing<br> Agreement dated April 14, 2023 (Incorporated by reference to Exhibit 4.1 to Form 8-K, filed May 1, 2023)
4.9	Armistice<br> Form of New Warrant A (Incorporated by reference to Exhibit 4.1 to Form 8-K/A, filed on September 8, 2023)
4.10	Armistice<br> Form of New Warrant B (Incorporated by reference to Exhibit 4.2 to Form 8-K/A, filed on September 8, 2023)
4.11	Amended<br> and Restated Certificate of Designation of Series A Preferred Stock (Incorporated by reference to Exhibit 4.1 to Form 8-K, filed<br> on November 6, 2023)
4.12	Certificate<br> of Designation of Series C Preferred Stock (Incorporated by reference to Exhibit 4.2 to Form 8-K, filed on November 6, 2023)
4.13	Alt<br> Banq Financing Agreement dated December 28, 2023 (Incorporated by reference to Exhibit 4.1 to Form 8-K filed on January 3, 2024)
4.14	Certificate<br> of Designation of Series D Convertible Preferred Stock dated May 10, 2024 (Incorporated by reference to Exhibit 4.1 to Form 8-K filed<br> on May 16, 2024)
4.15	April 2025 Private Placement Form of Pre-Funded Warrant (Incorporated by reference to Exhibit 4.1 to Form 8-K filed on April 10, 2025)
4.16	April 2025 Private Placement Form of Series A Warrant (Incorporated by reference to Exhibit 4.2 to Form 8-K filed on April 10, 2025)
4.17	April 2025 Private Placement Form of Series B Warrant (Incorporated by reference to Exhibit 4.3 to Form 8-K filed on April 10, 2025)
4.18	April 2025 Private Placement Form of Placement Agent Warrant (Incorporated by reference to Exhibit 4.4 to Form 8-K filed on April 10, 2025)
10.1†	Ross<br> Employment Agreement dated January 1, 2021 (Incorporated by reference to Exhibit 10.1 to Form 8-K, filed March 5, 2021)
10.2†	Grau<br> Employment Agreement dated January 1, 2021 (Incorporated by reference to Exhibit 10. 2 to Form 8-K, filed March 5, 2021)
10.3†	2021<br> Long-Term Incentive Plan (Incorporated by reference to Exhibit 10.3 to Form 8-K, filed March 5, 2021)
10.4†	Ross<br> Amendment to Employment Agreement dated April 9, 2021 (Incorporated by reference to Exhibit 10.42 to Form 10-K, filed May 17, 2021)
10.5†	Grau<br> Amendment to Employment Agreement dated April 9, 2021 (Incorporated by reference to Exhibit 10.43 to Form 10-K, filed May 17, 2021)
10.6	Armistice<br> Form of Warrant (Incorporated by reference to Exhibit 10.2 to Form 8-K filed on June 28, 2023)
10.7	Armistice<br> Form of Prefunded Warrant (Incorporated by reference to Exhibit 10.3 to Form 8-K filed on June 28, 2023)
10.8	Armistice<br> Form of Registration Rights Agreement (Incorporated by reference to Exhibit 10.4 to Form 8-K filed on June 28, 2023)
10.9	Tony<br> Stewart Racing Nitro Sponsorship Agreement dated July 1, 2023 (Incorporated by reference to Exhibit 10.1 to Form 8-K filed on August<br> 7, 2023)
10.10	Master<br> Brewing Agreement dated August 9, 2023 (Incorporated by reference to Exhibit 10.16 to Form 10-Q filed on August 14, 2023)

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| --- | | 10.11 | Loan<br> Agreement dated July 1, 2023 (Incorporated by reference to Exhibit 10.17 to Form 10-Q filed on August 14, 2023) | | --- | --- | | 10.12 | Form<br> of Inducement Letter dated September 8, 2023 (Incorporated by reference to Exhibit 10.1 to Form 8-K filed on September 8, 2023) | | 10.13† | Lambrecht<br> Employment Agreement dated November 20, 2023 (Incorporated by reference to Exhibit 10.2 to Form 8-K filed on November 24, 2023) | | 10.14† | Ross<br> Amendment No. 2 to Employment Agreement dated November 20, 2023 (Incorporated by reference to Exhibit 10.3 to Form 8-K filed on November<br> 24, 2023) | | 10.15† | Grau<br> Amendment No. 2 to Employment Agreement dated November 20, 2023 (Incorporated by reference to Exhibit 10.4 to Form 8-K filed on November<br> 24, 2023) | | 10.16 | $500,000<br> Revenue Interest Purchase Agreement dated December 19, 2023 (Incorporated by reference to Exhibit 10.1 to Form 8-K filed on December<br> 22, 2023) | | 10.17 | New<br> Loan Agreement dated January 1, 2024 (Incorporated by reference to Exhibit 10.1 to Form 8-K filed on January 5, 2024) | | 10.18 | 1800<br> Diagonal Note dated March 21, 2024 (Incorporated by reference to Exhibit 10.1 to Form 8-K filed on March 22, 2024) | | 10.19 | 1800<br> Diagonal Securities Purchase Agreement dated March 21, 2024 (Incorporated by reference to Exhibit 10.2 to Form 8-K filed on March<br> 22, 2024) | | 10.20 | $100,000<br> Revenue Interest Purchase Agreement dated March 22, 2024 (Incorporated by reference to Exhibit 10.1 to Form 8-K filed on March 27,<br> 2024) | | 10.21 | $100,000<br> Revenue Interest Purchase Agreement dated April 1, 2024 (Incorporated by reference to Exhibit 10.1 to Form 8-K filed on April 3,<br> 2024) | | 10.22 | $100,000<br> Revenue Interest Purchase Agreement dated April 9, 2024 (Incorporated by reference to Exhibit 10.22 to Form 10-K filed on April 12,<br> 2024) | | 10.23 | $300,000<br> Revenue Interest Purchase Agreement dated April 9, 2024 (Incorporated by reference to Exhibit 10.23 to Form 10-K filed on April 12,<br> 2024) | | 10.24 | $75,000<br> Revenue Interest Purchase Agreement dated April 9, 2024 (Incorporated by reference to Exhibit 10.24 to Form 10-K filed on April 12,<br> 2024) | | 10.25 | $500,000<br> Revenue Interest Purchase Agreement dated April 19, 2024 (Incorporated by reference to Exhibit 10.1 to Form 8-K/A filed on April<br> 25, 2024) | | 10.26 | KBI<br> Securities Exchange Agreement dated May 13, 2024 (Incorporated by reference to Exhibit 10.1 to Form 8-K filed on May 16, 2024) | | 10.27 | 1800<br> Diagonal Note dated May 28, 2024 (Incorporated by reference to Exhibit 10.1 to Form 8-K filed on June 4, 2024) | | 10.28 | 1800<br> Diagonal Securities Purchase Agreement dated May 28, 2024 (Incorporated by reference to Exhibit 10.2 to Form 8-K filed on June 4,<br> 2024) | | 10.29 | Coventry<br> Enterprises, LLC Note dated June 14, 2024 (Incorporated by reference to Exhibit 10.29 to Form 10-Q filed on June 14, 2024) | | 10.30 | Coventry Enterprises, LLC Securities Purchase Agreement dated June 14, 2024 (Incorporated by reference to Exhibit 10.30 to Form 10-Q filed on June 14, 2024) | | 10.31 | Sinks<br> Promissory Note dated June 28, 2024 (Incorporated by reference to Exhibit 10.1 to Form 8-K dated July 2, 2024) | | 10.32 | Parkview<br> Advance Futures Receivables Sale and Purchase Agreement dated July 2, 2024 (Incorporated by reference to Exhibit 10.1 to Form 8-K<br> dated July 11, 2024) | | 10.33 | Agile<br> Lending Subordinated Business Loan and Security Agreement dated July 8, 2024 (Incorporated by reference to Exhibit 10.2 to Form 8-K<br> dated July 11, 2024) | | 10.34 | KBI<br> Conversion Agreement dated July 10, 2024 (Incorporated by reference to Exhibit 10.3 to Form 8-K dated July 11, 2024) | | 10.35 | Securities<br> Exchange and Amendment Agreement No. 1 effective August 5, 2024 (Incorporated by reference to Exhibit 10.1 to Form 8-K dated August<br> 7, 2024) | | 10.36 | Securities<br> Exchange and Amendment Agreement No. 2 effective August 5, 2024 (Incorporated by reference to Exhibit 10.2 to Form 8-K dated August<br> 7, 2024) | | 10.37 | $100,000<br> Amended RIP Agreement No. 1 effective August 5, 2024 (Incorporated by reference to Exhibit 10.3 to Form 8-K dated August 7, 2024) | | 10.38 | $100,000<br> Amended RIP Agreement No. 2 effective August 5, 2024 (Incorporated by reference to Exhibit 10.4 to Form 8-K dated August 7, 2024) |

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| --- | | 10.39 | $300,000<br> Amended RIP Agreement No. 3 effective August 5, 2024 (Incorporated by reference to Exhibit 10.5 to Form 8-K dated August 7, 2024) | | --- | --- | | 10.40 | 1800<br> Diagonal Note dated August 8, 2024 (Incorporated by reference to Exhibit 10.1 to Form 8-K dated August 13, 2024) | | 10.41 | 1800<br> Diagonal Securities Purchase Agreement dated August 8, 2024 (Incorporated by reference to Exhibit 10.2 to Form 8-K dated August 13,<br> 2024) | | 10.42 | Coventry<br> Enterprises Note dated September 4, 2024 (Incorporated by reference to Exhibit 10.1 to Form 8-K dated September 9, 2024) | | 10.43 | Coventry<br> Enterprises Securities Purchase Agreement dated September 4, 2024 (Incorporated by reference to Exhibit 10.2 to Form 8-K dated September<br> 9, 2024) | | 10.44 | Coventry<br> Enterprises Conversion Agreement dated September 4, 2024 (Incorporated by reference to Exhibit 10.3 to Form 8-K dated September 9,<br> 2024) | | 10.45 | 1800<br> Diagonal Note dated October 4, 2024 (Incorporated by reference to Exhibit 10.1 to Form 8-K dated October 8, 2024) | | 10.46 | 1800<br> Diagonal Securities Purchase Agreement dated October 4, 2024 (Incorporated by reference to Exhibit 10.2 to Form 8-K dated October<br> 8, 2024) | | 10.47 | Investor<br> Securities Exchange Agreement dated October 23, 2024 (Incorporated by reference to Exhibit 10.1 to Form 8-K dated October 30, 2024) | | 10.48 | Alumni<br> Capital Note dated October 30, 2024 (Incorporated by reference to Exhibit 10.1 to Form 8-K dated November 1, 2024) | | 10.49 | Alumni<br> Capital Securities Purchase Agreement dated October 30, 2024 (Incorporated by reference to Exhibit 10.2 to Form 8-K dated November<br> 1, 2024) | | 10.50 | Alumni<br> Capital Warrant dated October 30, 2024 (Incorporated by reference to Exhibit 10.3 to Form 8-K dated November 1, 2024) | | 10.51 | 1800<br> Diagonal Note dated November 6, 2024 (Incorporated by reference to Exhibit 10.1 to Form 8-K dated November 8, 2024) | | 10.52 | 1800<br> Diagonal Securities Purchase Agreement dated November 6, 2024 (Incorporated by reference to Exhibit 10.2 to Form 8-K dated November<br> 8, 2024) | | 10.53 | Purchase<br> and Exchange Agreement dated November 11, 2024 (Incorporated by reference to Exhibit 10.1 to Form 8-K dated November 13, 2024) | | 10.54 | $400,000<br> OID Note dated November 11, 2024 (Incorporated by reference to Exhibit 10.2 to Form 8-K dated November 13, 2024) | | 10.55 | $213,715<br> OID Note dated November 11, 2024 (Incorporated by reference to Exhibit 10.1 to Form 8-K dated January 6, 2025) | | 10.56 | AgileLending Subordinated Business Loan and Security Agreement (Incorporated by reference to Exhibit 10.56 to Form 10-K filed on April 9, 2025) | | 10.57 | Alumni<br> Capital Amendment to Securities Purchase Agreement dated December 31, 2024 (Incorporated by reference to Exhibit 10.2 to Form 8-K<br> dated January 6, 2025) | | 10.58 | Silverback<br> Capital Settlement Agreement and Stipulation dated December 26, 2024 (Incorporated by reference to Exhibit 10.1 to Form 8-K dated<br> January 13, 2025) | | 10.59 | $617,100<br> OID Note 1 dated January 10, 2025 (Incorporated by reference to Exhibit 10.2 to Form 8-K dated January 13, 2025) | | 10.60 | $123,420<br> OID Note 2 dated January 10, 2025 (Incorporated by reference to Exhibit 10.3 to Form 8-K dated January 13, 2025) | | 10.61 | 1800 Diagonal Note dated February 10, 2025 (Incorporated by reference to Exhibit 10.1 to Form 8-K dated February 14, 2025) | | 10.62 | 1800 Diagonal Securities Purchase Agreement dated February 10, 2025 (Incorporated by reference to Exhibit 10.2 to Form 8-K dated February 14, 2025) | | 10.63 | Amendment to Purchase and Exchange Agreement dated February 19, 2025 (Incorporated by reference to Exhibit 10.1 to Form 8-K dated February 21, 2025) | | 10.64 | 1800 Diagonal Note dated March 3, 2025 (Incorporated by reference to Exhibit 10.1 to Form 8-K dated March 5, 2025) | | 10.65 | 1800 Diagonal Securities Purchase Agreement dated March 3, 2025 (Incorporated by reference to Exhibit 10.2 to Form 8-K dated March 5, 2025) | | 10.66 | April 2025 Form of Securities Purchase Agreement (Incorporated by reference to Exhibit 10.1 to Form 8-K filed on April 10, 2025) | | 10.67 | April 2025 Form of Registration Rights Agreement (Incorporated by reference to Exhibit 10.2 to Form 8-K filed on April 10, 2025) | | 10.68 | 1800 Diagonal Note dated April 10, 2025 (Incorporated by reference to Exhibit 10.1 to Form 8-K filed April 14, 2025) | | 10.69 | 1800 Diagonal Securities Purchase Agreement dated April 10, 2025 (Incorporated by reference to Exhibit 10.2 to Form 8-K filed April 14, 2025) | | 31.1# | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | | 31.2#** | Certification of Interim Principal Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | | 32.1#** | Certification of Chief Executive Officer and Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | | 99.1 | American Rebel Light Placements of Multi-Case Product Displays press release dated December 16, 2024 (Incorporated by reference to Exhibit 99.1 to Form 8-K filed January 6, 2025) | | 99.2 | Kid Rock’s Launch Party Press Release dated January 7, 2025 (Incorporated by reference to Exhibit 99.1 to Form 8-K filed January 13, 2025) | | 99.3 | Kentucky Distributor Press Release dated January 10, 2025 (Incorporated by reference to Exhibit 99.2 to Form 8-K filed January 13, 2025) | | 99.4 | Whiskey Jam Press Release dated January 13, 2025 (Incorporated by reference to Exhibit 99.1 to Form 8-K filed January 15, 2025) | | 99.5 | Champion Safe 2025 Estate Series Safes Press Release dated January 15, 2025 (Incorporated by reference to Exhibit 99.2 to Form 8-K filed January 15, 2025) | | 99.6 | Pro Superstar Shootout Press Release dated January 16, 2025 (Incorporated by reference to Exhibit 99.1 to Form 8-K filed January 16, 2025) | | 99.7 | Tramont Distributing Press Release dated January 17, 2025 (Incorporated by reference to Exhibit 99.1 to Form 8-K filed January 17, 2025) |

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| --- | | 99.7 | American Rebel Light Available at Tootsie’s Press Release dated January 23, 2025 (Incorporated by reference to Exhibit 99.16 to Form 10-Q filed February 7, 2025) | | --- | --- | | 99.8 | Andy Ross ABC Morning Show Appearance Press Release dated February 5, 2025 (Incorporated by reference to Exhibit 99.17 to Form 10-K filed February 7, 2025) | | 99.9 | Nasdaq Compliance Press Release dated February 11, 2025 (Incorporated by reference to Exhibit 99.1 to Form 8-K filed February 11, 2025) | | 99.10 | American Rebel Light Available in 40 States Online Press Release dated February 13, 2025 (Incorporated by reference to Exhibit 99.1 to Form 8-K filed February 14, 2025) | | 99.11 | Champion Safe Surpasses Sales Goals Press Release dated February 18, 2025 (Incorporated by reference to Exhibit 99.1 to Form 8-K filed February 21, 2025) | | 99.12 | Mahaska Bottling Company Press Release dated February 19, 2025 (Incorporated by reference to Exhibit 99.2 to Form 8-K filed February 21, 2025) | | 99.13 | Andy Ross on NBC KSHB 41 Kansas Press Release dated February 21, 2025 (Incorporated by reference to Exhibit 99.3 to Form 8-K filed February 21, 2025) | | 99.14 | Champion Safe – NetWize Partnership Press Release dated February 25, 2025 (Incorporated by reference to Exhibit 99.1 to Form 8-K filed March 5, 2025) | | 99.15 | Ball Food Stores Press Release dated March 6, 2025 (Incorporated by reference to Exhibit 99.1 to Form 8-K filed March 20, 2025) | | 99.16 | Champion Safe 2025 Triumph Series Press Release dated March 14, 2025 (Incorporated by reference to Exhibit 99.2 to Form 8-K filed March 20, 2025) | | 99.17 | Reverse Stock Split Press Release dated March 24, 2025 (Incorporated by reference to Exhibit 99.1 to Form 8-K filed March 28, 2025) | | 99.18 | MAPS Air Museum Press Release dated March 26, 2025 (Incorporated by reference to Exhibit 99.2 to Form 8-K filed March 28, 2025) | | 99.19 | Second Reverse Stock Split Press Release dated March 27, 2025 (Incorporated by reference to Exhibit 99.3 to Form 8-K filed March 28, 2025) | | 99.20 | Tony Stewart Sponsorship Expansion Press Release dated March 27, 2025 (Incorporated by reference to Exhibit 99.1 to Form 10-K filed April 9, 2025) | | 99.21 | Nationwide Ad Campaign Press Release dated March 28, 2025 (Incorporated by reference to Exhibit 99.2 to Form 10-K filed April 9, 2025) | | 99.22 | Andy Ross on South Florida Television Morning Shows Press Release dated April 2, 2025 (Incorporated by reference to Exhibit 99.3 to Form 10-K filed April 9, 2025) | | 99.23 | American Rebel Story Press Release dated April 3, 2025 (Incorporated by reference to Exhibit 99.4 to Form 10-K filed April 9, 2025) | | 99.24 | Up to $11 million Private Placement Press Release dated April 4, 2025 (Incorporated by reference to Exhibit 99.5 to Form 10-K filed April 9, 2025) | | 99.25 | Corporate Update Press Release dated April 7, 2025 (Incorporated by reference to Exhibit 99.6 to Form 10-K filed April 9, 2025) | | 99.26 | April 2025 Offering Closing Press Release, dated April 9, 2025 (Incorporated by reference to Exhibit 99.1 to Form 8-K filed April 10, 2025) | | 99.27 | Andy Ross on Miami TV Press Release dated April 10, 2025 (Incorporated by reference to Exhibit 99.1 to Form 8-K filed April 14, 2025) | | 99.28# | American Rebel Beer 4-Wide Nationals Press Release dated April 14, 2025 | | 99.29# | American Rebel Beer Launch Event in Bowling Green Kentucky Press Release dated April 15, 2025 | | 99.30# | Tony Stewart Las Vegas Win Press Release dated April 17, 2025 | | 99.31# | American Rebel Light Title Sponsor at Charlotte Motor Speedway Press Release dated April 21, 2025 | | 99.32# | American Rebel Beer North Carolina Distributor Press Release dated April 22, 2025 | | 99.33# | Andy Ross on NBC-TV West Palm Beach Press Release dated April 25, 2025 | | 99.34# | Champion Safe NRA Annual Meeting Press Release dated April 28, 2025 | | 99.35# | Mar-a-Lago Board Meeting Press Release dated April 29, 2025 | | 99.36# | Key Strategic Expansion Initiatives Press Release dated May 1, 2025 | | 99.37# | North Florida Distributor Agreement Press Release dated May 6, 2025 | | 99.38# | Indiana Distributor Agreement Press Release dated May 7, 2025 | | 99.39# | 4-Wide Nationals Replay Press Release dated May 8, 2025 | | 101.INS | Inline<br> XBRL Instance Document* | | 101.SCH | Inline<br> XBRL Taxonomy Extension Schema** | | 101.CAL | Inline<br> XBRL Taxonomy Extension Calculation Linkbase* | | 101.DEF | Inline<br> XBRL Taxonomy Extension Definition Linkbase* | | 101.LAB | Inline<br> XBRL Taxonomy Extension Labels Linkbase* | | 101.PRE | Inline<br> XBRL Taxonomy Extension Presentation Linkbase* | | 104 | Cover<br> Page Interactive Data File (embedded within the Inline XBRL document) |

Filed herewith.

‡ Furnished herewith.

† Indicates management contract or compensatory plan or arrangement.

** The XBRL related information in Exhibit 101 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability of that section and shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.

| 50 |

| --- |

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: May 15, 2025

AMERICAN<br> REBEL HOLDINGS, INC.
(Registrant)
By:	/s/ Charles A. Ross, Jr.	By:	/s/ Doug E. Grau
	Charles<br> A. Ross, Jr., CEO		Doug<br> E. Grau
	(Principal<br> Executive Officer)		President<br> (Interim Principal Accounting Officer)

| 51 |

| --- |

EXHIBIT31.1

CERTIFICATION

I, Charles A. Ross, Jr., certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of American Rebel Holdings, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

5. The registrant’s other certifying officer(s) and I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 15, 2025

/s/ Charles A. Ross, Jr.
Charles<br> A. Ross, Jr.
Chief<br> Executive Officer and Principal Executive Officer

EXHIBIT31.2

CERTIFICATION

I, Doug E. Grau, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of American Rebel Holdings, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 15, 2025

/s/ Doug E. Grau
Doug<br> E. Grau
President<br> and Interim Principal Accounting Officer

EXHIBIT32.1

CERTIFICATIONPURSUANT TO

18U.S.C. SECTION 1350,

ASADOPTED PURSUANT TO

SECTION906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of American Rebel Holdings, Inc. (the “Company”) on Form 10-Q for the period ended March 31, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Charles A. Ross, Jr.
Charles<br> A. Ross, Jr.<br><br> <br>Chief<br> Executive Officer and Principal Executive Officer
/s/ Doug E. Grau
Doug E. Grau
President<br> and Interim Principal Accounting Officer

May 15, 2025

Exhibit99.28

AmericanRebel Beer Named Entitlement Sponsor For the American Rebel Light NHRA 4-Wide Nationals

●	Ahead of zMAX Dragway’s April showcase of speed, American Rebel Beer has been named entitlement sponsor for the American Rebel Light NHRA 4-Wide Nationals
●	Tickets for the April 25-27 spectacle are on sale at www.charlottemotorspeedway.com

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CONCORD,N.C., April 14, 2025 (GLOBE NEWSWIRE) -- Ahead of zMAX Dragway’s thrilling 44,000-horsepower, four-wide spectacle of speed, American Rebel Beer has partnered with zMAX Dragway as the entitlement sponsor for the April 25-27 American Rebel Light NHRA 4-Wide Nationals.

This year’s American Rebel Light 4-Wide Nationals will showcase the fastest accelerating machines on the planet rocketing down the legendary 1,000-foot Bellagio of drag strips, all battling for the coveted Wally trophy. This year’s event will also mark a historic milestone as the NHRA celebrates its 1,000th Top Fuel event in the sports history.

“We are thrilled to welcome American Rebel Beer to the zMAX Dragway family,” said Charlotte Motor Speedway President and General Manager Greg Walter. “With monumental moments sure to happen at this year’s four-wide event, there’s no better time to introduce such a dynamic partner sure to bring some high-speed excitement.”

As part of the partnership, American Rebel Beer will have a presence around zMAX Dragway, including trackside signage and brand integrations throughout Charlotte Motor Speedway properties. Additionally, fans aged 21 and older will have the chance to enjoy American Rebel Light – America’s Patriotic, God Fearing, Constitution Loving, National Anthem Singing, Stand Your Ground Beer around property, including Charlotte Motor Speedway, zMAX Dragway, The Dirt Track at Charlotte and The Speedway Club.

“American Rebel is honored to be named entitlement sponsor for the American Rebel Light NHRA 4-Wide Nationals at zMAX Dragway on the Charlotte Motor Speedway property,” said American Rebel CEO Andy Ross. “It’s also an honor to be the entitlement sponsor for the 1,000 ^th^Top Fuel event and celebrate that milestone with the NHRA. We’ve been sponsoring Tony Stewart Racing and the Matt Hagan Funny Car for three seasons now and the relationship with Tony, Leah, Matt and everyone in the wider NHRA family has been extraordinary. The only thing better than having a cold Rebel Light and being in victory lane at an NHRA event is bringing the party. I’ll be performing a concert bringing my brand of patriotic rock ‘n’ roll immediately following the racing action on Saturday night.”

The American Rebel Light NHRA 4-Wide Nationals will roar into zMAX Dragway on Friday, April 25, with an adrenaline-pumping opening round of qualifying under the lights. The action intensifies throughout the weekend with 330 mph passes from sunup to sundown, building up to the heart-pounding eliminations on Sunday, April 27. With every ticket serving as a pit pass, fans will get unrivaled access to drivers, teams and pits throughout the weekend.

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TICKETS:

Fans can purchase tickets to the American Rebel Light NHRA 4-Wide Nationals online at www.charlottemotorspeedway.com or by calling 1-800-455-FANS (3267). Weekend packages start at just $125. Every ticket is a pit pass, giving fans unmatched access to their favorite cars and drivers.

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MOREINFO:

Fans can connect with Charlotte Motor Speedway and get the latest news by following on X and Instagram or becoming a Facebook fan. Keep up with all the latest news and information with the Charlotte Motor Speedway mobile app.

ABOUTAMERICAN REBEL BEVERAGES

Produced in partnership with AlcSource, American Rebel Light Beer ( americanrebelbeer.com ) is a domestic premium light lager celebrated for its exceptional quality and patriotic values. American Rebel Light is a Premium Domestic Light Lager Beer – All Natural, Crisp, Clean and Bold Taste with a Lighter Feel. With approximately 100 calories, 3.2 carbohydrates, and 4.3% alcoholic content per 12 oz serving, American Rebel Light Beer delivers a lighter option for those who love great beer but prefer a more balanced lifestyle. It’s all natural with no added supplements and importantly does not use corn, rice, or other sweeteners typically found in mass produced beers. American Rebel Beverages is a wholly owned subsidiary of American Rebel Holdings (NASDAQ: AREB). For more information, go to americanrebelbeer.com.

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MEDIAINQUIRIES: CMSpr@CharlotteMotorSpeedway.com

Exhibit99.29

AmericanRebel Beer Announces Launch Event in Bowling Green Kentucky with Distribution Partner - Clark Distributing Company

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Nashville,TN, April 15, 2025 (GLOBE NEWSWIRE) -- American Rebel Holdings, Inc. (NASDAQ: AREB) (“American Rebel” or the “Company”), creator of American Rebel Beer ( americanrebelbeer.com ), and a designer, manufacturer, and marketer of branded safes, personal security, self-defense products and apparel, is proud to announce a Tax Day Launch Event for southern Kentucky at the Spillway Bar & Grill, 2195 River Street in Bowling Green, Kentucky with its distribution partner, Clark Distributing Company ( ccclark.com ). This morning American Rebel CEO Andy Ross appeared live on air at D93 WDNS Classic Rock Radio in Bowling Green to celebrate the launch party.

Kentucky is a key strategic state as American Rebel Light Beer continues to rapidly grow its distribution partnerships throughout the Southeastern United States. Clark Distributing Company, a premier distributor serving more than 5,000 retail and restaurant customers throughout Kentucky, covers 97 counties out of 120 total, representing 81% of Kentucky’s counties and serving 67% of the state’s population. Kentucky residentscan now enjoy American Rebel Premium Light Lager Beer that not only is great tasting but unapologetically celebrates true fundamentalAmerican values.

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“Kentuckyis an important state for us as we expand American Rebel Light Beer across this great, God-fearing nation,” said Andy Ross, CEO of American Rebel. “We are thrilled to see American Rebel Light Beer reach patriotic customers throughout the Commonwealth, and we couldn’t have asked for a better partner than Clark Distributing Company to help us serve customers looking for AmericanRebel Light – America’s Patriotic, God Fearing, Constitution Loving, National Anthem Singing, Stand Your Ground Beer .”

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AmericanRebel Light Beer is growing rapidly due to its great taste and drinkability , with a smooth and crisp finish that appeals to light beer enthusiasts. It continues to receive overwhelmingly positive feedback, leading to increasing and repeat customer demand due to its balance of flavor and drinkability. It is the light beer of choice for consumers looking for a great tasting light beer that is aligned with traditional American patriotic values, liberty, and freedom.

“Between the on-air appearance at D93 and the launch event this evening, I want to head over to the Corvette Museum here in Bowling Green,” said Andy Ross. “Danny built me the Second Amendment Muscle Car, a ‘69 Corvette, on the “Rocked and Loaded” episode of Counting Cars on the History Channel. I get people coming up to me all the time asking me about the car and saying they just saw the episode air again. Millions of people have seen that episode over the years and that car has become known as the Batmobile of the Second Amendment.”

For more information about American Rebel Light Beer, visit americanrebelbeer.com.

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AboutAmerican Rebel Light Beer

Produced in partnership with AlcSource, American Rebel Light Beer ( americanrebelbeer.com ) is a domestic premium light lager celebrated for its exceptional quality and patriotic values. It stands out as America’s Patriotic, God-Fearing, Constitution-Loving, National Anthem-Singing, Stand Your Ground Beer.

American Rebel Light is a Premium Domestic Light Lager Beer. All Natural, Crisp, Clean, Bold Taste, Lighter Feel. With approximately 100 calories, 3.2 carbohydrates, and 4.3% alcoholic content per 12 oz serving, American Rebel Light Beer delivers a lighter option for those who love great beer but prefer a more balanced lifestyle. It’s all natural with no added supplements and importantly does not use corn, rice, or other sweeteners typically found in mass production

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AboutAmerican Rebel Holdings, Inc.

American Rebel Holdings, Inc. (NASDAQ: AREB) has operated primarily as a designer, manufacturer and marketer of branded safes and personal security and self-defense products and has recently transitioned into the beverage industry through the introduction of American Rebel Light Beer. The Company also designs and produces branded apparel and accessories. To learn more, visit americanrebel.com and americanrebelbeer.com. For investor information, visit americanrebelbeer.com/investor-relations.

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AboutClark Distributing Company

Clark Distributing Company ( ccclark.com ) is a premier beverage distributor serving over 5,000 customers across the Commonwealth of Kentucky. With a focus on quality, service, and customer satisfaction, Clark Distributing is proud to bring premium brands to Kentucky’s diverse market.

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AmericanRebel Holdings, Inc.

info@americanrebel.com

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AmericanRebel Beverages, LLC

Todd Porter, President

tporter@americanrebelbeer.com

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Forward-LookingStatements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. American Rebel Holdings, Inc. (NASDAQ: AREB; AREBW) (the “Company,” “American Rebel,” “we,” “our” or “us”) desires to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and is including this cautionary statement in connection with this safe harbor legislation. The words “forecasts,” “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “could,” “target,” “potential,” “is likely,” “expect” and similar expressions, as they relate to us, are intended to identify forward-looking statements. We have based these forward-looking statements primarily on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, and financial needs. Important factors that could cause actual results to differ from those in the forward-looking statements include benefits of the launch party, actual launch timing and availability of American Rebel Beer, our ability to effectively execute our business plan, and the Risk Factors contained within our filings with the SEC, including our Annual Report on Form 10-K for the year ended December 31, 2024. Any forward-looking statement made by us herein speaks only as of the date on which it is made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future developments or otherwise, except as may be required by law.

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CompanyContact:

tporter@americanrebelbeer.com

info@americanrebel.com

Exhibit99.30

AmericanRebel (NASDAQ:AREB) Congratulates Tony Stewart on History-Making Victory in NHRA Top Fuel Event at Las Vegas Motor Speedway

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FirstDriver to Win NASCAR Cup Race, IndyCar Race, USAC Triple Crown Championship and NHRA Pro Event

AmericanRebel Light Beer Sponsorship of Tony Stewart Racing Drivers Tony Stewart and Matt Hagan Celebrate Stewart Win and Head to Charlotte forAmerican Rebel Light NHRA 4-Wide Nationals April 25 – 27 at zMAX Dragway at Charlotte Motor Speedway

Nashville, TN, April 17, 2025 (GLOBE NEWSWIRE) -- American Rebel Holdings, Inc. (NASDAQ: AREB) (“American Rebel” or the “Company”), creator of American Rebel Beer ( americanrebelbeer.com ) and a designer, manufacturer, and marketer of branded safes, personal security and self-defense products and apparel ( americanrebel.com ), would like to congratulate Tony Stewart on his history-making victory in the NHRA Top Fuel Dragster ( nhra.com ) this past weekend at The Strip at Las Vegas Motor Speedway. Tony is the first driver to win a NASCAR Cup Series race, an IndyCar race, a USAC Triple Crown Championship and an NHRA Pro Event. The American Rebel Light Beer sponsorship of Tony Stewart Racing ( tsrnitro.com ) drivers Tony Stewart and Matt Hagan proudly celebrate the Stewart win as this history-making victory draws tremendous attention to the American Rebel Light sponsorship. The Stewart victory is also veryemotional for the American Rebel team as we know how much this victory means to Tony and Leah personally.

“I haven’t been around the NHRA Mission Foods Drag Racing Series very long, but I realized it takes a lot to win one of these Top Fuel races,” said Tony Stewart. “In my career, I’ve never had to wait over a year to win a race. We always figured it out pretty quickly and we won. We needed this win. It’s been so stressful for everyone since Leah (Pruett - Stewart’s wife) nearly won the World Top Fuel Championship in 2023 when it came down to the final round of the whole season.”

Tony Stewart replaced Leah Pruett as the driver of the Tony Stewart Racing NHRA Top Fuel Dragster at the beginning of the 2024 season. Tony and Leah were married in 2021 and Leah asked Tony to drive her car in the Top Fuel series as the couple set out to start a family. Tony drove in the Top Alcohol series, a tier below Top Fuel, in 2023.

“When your wife wants to try to start a family and wants you to driver her car, what are you going to say?” continued Stewart. “We had a lot of changes for the team because my body weight is different. Car tubing is different, and it just takes time. It was frustrating as we just couldn’t get on a path to make consistent gains last year. Two years ago, I won my first NHRA national event in the Top Alcohol Dragster here at Las Vegas with McPhillips Racing, and now I win my first Top Fuel national event at the Strip. It’s pretty damn cool. I’ve been a motorsports fan my whole life, and I think we made racing history with the Top Fuel win. I’m not sure if there has ever been a driver to win a NASCAR Cup race, an IndyCar race, the USAC Triple Crown championship and an NHRA Pro event (Top Fuel). To do it with our team and our family was very emotional. When Leah brought Dom (their newborn son) up on stage in victory lane, my heart stopped. I got so emotional there. That is a feeling I have never had in my life before. The Four Wide setup is the equalizer for me. I’m used to racing with many cars around me. It’s tough for the guys who are not used to four cars racing at once. We can’t get to Charlotte fast enough with the next four-wide setup. I love the format.”

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Thenext event on the NHRA Misson Foods Drag Racing Series schedule is the American Rebel Light NHRA 4-Wide Nationals April 25 – 27at the Charlotte Motor Speedway.

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“Icouldn’t be happier for Tony and Leah as I know how much the victory in Las Vegas means to them both,” said American RebelCEO Andy Ross. “Our relationship started out as a sponsorship, turned into a friendship and now it’s family. Tony, Matt andLeah have been a big part of our incredible success opening up distributors for American Rebel Light Beer across the country. Variousconsultants told me opening up distributors was next to impossible, but American Rebel has proven them wrong because we have a real 12-yearorganic story of how we got here, and Tony, Matt and Leah’s support have poured patriotic fuel all over the fire we had alreadystarted. I can’t thank them enough for everything they’ve done.”

American Rebel is an associate sponsor on the Tony Stewart driven Top Fuel Dragster and the Matt Hagan driven Funny Car for all 20 races of the NHRA Mission Foods 2025 season as well as the primary sponsor of the Matt Hagan Funny Car for five races, including the American Rebel Light NHRA 4-Wide Nationals at Charlotte Motor Speedway, and the primary sponsor of the Tony Stewart Top Fuel Dragster for one race during the 2025 season. Being a sponsor provides opportunities for vast exposure during the race broadcasts on Fox Sports, Fox Sports 1 (FS1) and Fox Sports 2 (FS2). Ratings for NHRA telecasts are very strong and visibility continues to expand through additional streaming options through NHRA.tv.

In addition to the strong television viewership of NHRA racing, NHRA has unveiled exciting opportunities for digital media and content creators for the 2025 NHRA Mission Foods Drag Racing Series season. Aiming to change the way influencers, content creators and digital media members experience drag racing, NHRA is working to expand its reach across social media platforms with its Cornwell Tools Burnout Box Content Creator Zone. This expansion and emphasis in the digital media space will significantly benefit American Rebel.

American Rebel has also benefitted from the relationship with Tony Stewart Racing through the social media reach of Tony Stewart, Matt Hagan and Leah Pruett. Tony Stewart has nearly 750,000 followers on X (@TonyStewart) and over 250,000 followers on Instagram (@tsrsmoke). Matt Hagan has nearly 150,000 followers on Instagram (@matthagan_fc) and Leah Pruett has nearly 400,000 followers on Instagram (@leah.pruett).

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“Tony,Matt and Leah are such an important part of our story,” said Andy Ross. “Tony is a legendary NASCAR driver who may be the most versatile race car driver in history, having also driven in NASCAR, IndyCar, USAC, NHRA and just about anything with wheels. And Matt has 52 NHRA national event wins and is one of only four legendary Funny Car drivers to win four championships (John Force, Don Prudhomme and Kenny Bernstein are the others) and Leah has kicked in doors as a Top Fuel driver and she continues to provide unparalleled support for American Rebel at the track and on social media. Our distributors love our connection with Tony Stewart Racing as American RebelLight Beer connects with our customers through this sponsorship.”

It’s been said that Andy Ross wrote the most on-brand drag racing song ever with his “Nitro Lightning” that he wrote for Matt Hagan. The song gets played at the track nearly every race weekend and even has been referenced on the Fox broadcasts. Andy has performed concerts at the Texas Motorplex and the Bradenton Motorsports Park after race events and is scheduled to perform this year at the American Rebel Light NHRA 4-Wide Nationals in Concord, NC.

“What’s more American Rebel than rock ‘n’ roll and drag racing? I love victory lane and bringing the party,” said Andy Ross. “Drag racing fans are the perfect demo for American Rebel Beer and we’re looking forward to continuing this relationship a long time.”

Primary sponsorship dates for American Rebel Beer on the Matt Hagan Funny Car are April 25 – 27 at the American Rebel Light NHRA 4-Wide Nationals in Concord, NC; June 20 – 22 at the Virginia NHRA Nationals at North Dinwiddle, VA; August 14 – 17 at the Lucas Oil NHRA Nationals in Brainerd, MN; September 26 – 28 at the NHRA Midwest Nationals near St. Louis, MO; and October 30 – November 2 at the NHRA Nevada Nationals in Las Vegas, NV. American Rebel Beer will also be a primary sponsor for the Tony Stewart Top Fuel Dragster on September 26 – 28 at the NHRA Midwest Nationals near St. Louis, MO.

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AboutAmerican Rebel Light Beer

Produced in partnership with AlcSource, American Rebel Light Beer ( americanrebelbeer.com ) is a domestic premium light lager celebrated for its exceptional quality and patriotic values. It stands out as America’s Patriotic, God-Fearing, Constitution-Loving, National Anthem-Singing, Stand Your Ground Beer.

American Rebel Light is a Premium Domestic Light Lager Beer – All Natural, Crisp, Clean and Bold Taste with a Lighter Feel. With approximately 100 calories, 3.2 carbohydrates, and 4.3% alcoholic content per 12 oz serving, American Rebel Light Beer delivers a lighter option for those who love great beer but prefer a more balanced lifestyle. It’s all natural with no added supplements and importantly does not use corn, rice, or other sweeteners typically found in mass produced beers.

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AboutTony Stewart Racing

Headquartered in Brownsburg, Indiana, Tony Stewart Racing (TSR) Nitro fields two entries in the NHRA Mission Foods Drag Racing Series. After more than four decades of racing around in circles, Tony Stewart embarked on a straight and narrow path, albeit more than 300 mph. The championship-winning racecar driver who has successfully transitioned to being a championship-winner team owner, formed the TSR nitro team in 2021, with 2022 marking the team’s first season in competition. Matt Hagan pilots the Funny Car and Tony Stewart took over driving duties in 2024 for wife Leah Pruett in the Top Fuel dragster as they started a family. Hagan is a four-time Funny Car champion (2011, 2014, 2020 and 2023) from Christiansburg, Virginia. Stewart hails from Columbus, Indiana and earned his first Top Fuel victory at the 2025 NHRA Four-Wide Nationals in Las Vegas. He also won the 2024 NHRA Rookie of the Year title. Stewart finished second in the 2023 Top Alcohol Dragster championship standings.

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AboutAmerican Rebel Holdings, Inc.

American Rebel Holdings, Inc. (NASDAQ: AREB) has operated primarily as a designer, manufacturer and marketer of branded safes and personal security and self-defense products and has recently transitioned into the beverage industry through the introduction of American Rebel Beer. The Company also designs and produces branded apparel and accessories. To learn more, visit americanrebelbeer.com or americanrebel.com. For investor information, visit americanrebelbeer.com/investor-relations.

AmericanRebel Holdings, Inc.

info@americanrebel.com

---

AmericanRebel Beverages, LLC

Todd Porter, President

tporter@americanrebelbeer.com

Forward-LookingStatements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. American Rebel Holdings, Inc., (NASDAQ: AREB; AREBW) (the “Company,” “American Rebel,” “we,” “our” or “us”) desires to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and is including this cautionary statement in connection with this safe harbor legislation. The words “forecasts” “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “could,” “target,” “potential,” “is likely,” “expect” and similar expressions, as they relate to us, are intended to identify forward-looking statements. We have based these forward-looking statements primarily on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, and financial needs. Important factors that could cause actual results to differ from those in the forward-looking statements include benefits of a launch party, actual launch timing and availability of American Rebel Beer, success and availability of the promotional activities, our ability to effectively execute our business plan, and the Risk Factors contained within our filings with the SEC, including our Annual Report on Form 10-K for the year ended December 31, 2024. Any forward-looking statement made by us herein speaks only as of the date on which it is made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future developments or otherwise, except as may be required by law.

CompanyContact:

---

tporter@americanrebelbeer.com

info@americanrebel.com

Exhibit99.31

AmericanRebel Light Beer Partners with Charlotte Motor Speedway to be Title Sponsor of American Rebel Light NHRA 4-Wide Nationals

Nashville, TN, April 21, 2025 (GLOBE NEWSWIRE) -- American Rebel Holdings, Inc. (NASDAQ: AREB) (“American Rebel” or the “Company”), creator of American Rebel Beer ( americanrebelbeer.com ) and a designer, manufacturer, and marketer of branded safes, personal security and self-defense products and apparel ( americanrebel.com ), is thrilled to announce its title sponsorship of the American Rebel Light NHRA 4-Wide Nationals at Charlotte Motor Speedway. This exciting collaboration marks a milestone in the brand’s journey to connect with motorsports enthusiasts across the nation.

The American Rebel Light NHRA 4-Wide Nationals is one of the most anticipated events in drag racing, showcasing the thrill and intensity of the sport as racers go 4 wide at over 300 miles an hour. With American Rebel Light as the title sponsor, fans can expect a weekend packed with adrenaline-pumping action and patriotic punch.

“As a brand dedicated to celebrating the American spirit, we couldn’t be more excited to sponsor such an iconic event,” said Todd Porter, President of American Rebel Beverage. “The American Rebel Light NHRA 4-Wide Nationals represents the perfect platform for us to engage with our audience, support motorsports, and share our exceptional beer with racing fans everywhere.”

“American Rebel is honored to be named entitlement sponsor for the American Rebel Light NHRA 4-Wide Nationals at zMAX Dragway on the Charlotte Motor Speedway property,” said American Rebel CEO Andy Ross. “It’s also an honor to be the entitlement sponsor for the 1,000th Top Fuel event and celebrate that milestone with the NHRA. We’ve been sponsoring Tony Stewart Racing and the Matt Hagan Funny Car for three seasons now and the relationship with Tony, Leah, Matt and everyone in the wider NHRA family has been extraordinary. Our racing marketing program has opened many doors and helped establish numerous critical associations that have advanced American Rebel Beer. Being the title sponsor at Charlotte Motor Speedway will roll out American Rebel Beer in North Carolina in a big way. The only thing better than a weekend at the track and celebrating in victory lane with a cold Rebel Light is bringing the party. I’ll be performing a concert on the midway at the track between Nitro Qualifying Sessions #3 & #4.”

American Rebel Light will be featured prominently at the event with branded signage all throughout the track, a promotional party tent, and opportunities for fans to sample the beer. In addition, the company plans to host exclusive promotions and giveaways that highlight its commitment to quality and connection.

The American Rebel Light NHRA 4-Wide Nationals will take place April 25 - 27 at the Charlotte Motor Speedway, promising three days of unforgettable racing action. Tickets are available now at American Rebel Light NHRA 4-Wide Nationals Tickets | Events | Charlotte Motor Speedway.

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AboutAmerican Rebel Light:

American Rebel Light is more than just a beer—it’s a celebration of freedom, passion, and quality. Brewed with care and precision, our light beer delivers a refreshing taste that’s perfect for every occasion.

For more information about American Rebel Light and its sponsorship of the American Rebel Light NHRA 4-Wide Nationals, visit American Rebel Light NHRA 4-Wide Nationals | Events | Charlotte Motor Speedway or follow us on social media @AmericanRebelBeer.

Since its launch in September 2024, American Rebel Light Beer has rolled out in Tennessee, Connecticut, Kansas, Kentucky, Ohio, Iowa, Missouri and North Carolina and is adding new distributors and territories regularly. For more information about the launch events and the availability of American Rebel Beer, please visit americanrebelbeer.com or follow us on our social media platforms.

Produced in partnership with AlcSource, American Rebel Light Beer ( americanrebelbeer.com ) is a domestic premium light lager celebrated for its exceptional quality and patriotic values. It stands out as America’s Patriotic, God-Fearing, Constitution-Loving, National Anthem-Singing, Stand Your Ground Beer.

American Rebel Light is a Premium Domestic Light Lager Beer – All Natural, Crisp, Clean and Bold Taste with a Lighter Feel. With approximately 100 calories, 3.2 carbohydrates, and 4.3% alcoholic content per 12 oz serving, American Rebel Light Beer delivers a lighter option for those who love great beer but prefer a more balanced lifestyle. It’s all natural with no added supplements and importantly does not use corn, rice, or other sweeteners typically found in mass produced beers.

---

AboutAmerican Rebel Holdings, Inc.

American Rebel Holdings, Inc. (NASDAQ: AREB) has operated primarily as a designer, manufacturer and marketer of branded safes and personal security and self-defense products and has recently transitioned into the beverage industry through the introduction of American Rebel Light Beer. The Company also designs and produces branded apparel and accessories. To learn more, visit americanrebel.com and americanrebelbeer.com. For investor information, visit americanrebelbeer.com/investor-relations .

American Rebel Holdings, Inc.

info@americanrebel.com

American Rebel Beverages, LLC

Todd Porter, President

tporter@americanrebelbeer.com

---

Forward-LookingStatements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. American Rebel Holdings, Inc., (NASDAQ: AREB; AREBW) (the “Company,” “American Rebel,” “we,” “our” or “us”) desires to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and is including this cautionary statement in connection with this safe harbor legislation. The words “forecasts” “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “could,” “target,” “potential,” “is likely,” “expect” and similar expressions, as they relate to us, are intended to identify forward-looking statements. We have based these forward-looking statements primarily on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, and financial needs. Important factors that could cause actual results to differ from those in the forward-looking statements include benefits of a launch party, actual launch timing and availability of American Rebel Beer, success and availability of the promotional activities, our ability to effectively execute our business plan, and the Risk Factors contained within our filings with the SEC, including our Annual Report on Form 10-K for the year ended December 31, 2024. Any forward-looking statement made by us herein speaks only as of the date on which it is made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future developments or otherwise, except as may be required by law.

Company Contact:

tporter@americanrebelbeer.com

info@americanrebel.com

Media Contact:

Matt Sheldon

Matt@PrecisionPR.co

Exhibit99.32

AmericanRebel Light Beer Continues Rapid Expansion of National Distribution Footprint adding North Carolina’s Adams Beverages

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StrategicGrowth Fuels American Rebel Beer as it Reaches 10 States with Several More to be Announced Soon

Nashville,TN, April 22, 2025 (GLOBE NEWSWIRE) -- American Rebel Holdings, Inc. (NASDAQ: AREB) (“American Rebel” or the “Company”), creator of American Rebel Beer ( americanrebelbeer.com ) and a designer, manufacturer, and marketer of branded safes, personal security and self-defense products and apparel ( americanrebel.com ), proudly announces its strategic expansion into North Carolina through a distribution agreement with Adams Beverages ( adamsbev.com ). This move is a significant milestone in the Company’s broader Southeast growth strategy.

“I am thrilled to see how fast our American Rebel Light Beer distribution is growing across this great country,” said American Rebel CEO Andy Ross. “North Carolina is a great market and has strong tie-ins with our relationship with Tony Stewart Racing ( tsrnitro.com ) and Matt Hagan and the Charlotte Motor Speedway ( charlottemotorspeedway.com ). We have been able to establish distribution with some high-volume distributors in ten states and growing. It’s fair to say that American Rebel is burning patriotic fuel.”

“We are very excited to partner with Adams Beverages to bring American Rebel Light Beer to 28 North Carolina counties,” said Todd Porter, President of American Rebel Beverages. “This collaboration allows us to serve the wonderful people of North Carolina who are looking for a clean, natural, and great-tasting light beer that embodies the values of our great nation.”

American Rebel Beer will host a series of exciting events, including beer tastings, live music performances, and promotional giveaways, kicking off this weekend at the Charlotte Motor Speedway. The festivities will run through the Fall, offering a perfect opportunity for the community to come together and enjoy America’s Patriotic, God-Fearing, Constitution-Loving, National Anthem-Singing, STAND YOUR GROUND BEER!

The first shipment of American Rebel Light Beer arrives in North Carolina this week and in just a few short days, several locations have placed orders and brought in Rebel Light. In addition to the Charlotte Motor Speedway, American Rebel Light Beer will be available at multiple locations across North Carolina, including these on-premise and off-premise locations:

IRON<br> THUNDER SALOON - CONCORD	10023<br> WEDDINGTON ROAD, CONCORD, NC 28027	MOTORSPORTS-THEMED<br> SPORTS BAR
CANNON<br> CROSSROADS BP	9960<br> POPLAR TENT ROAD, CONCORD, NC 28027	CONVENIENCE<br> STORE
CITY<br> FOOD MART - CONCORD MAIN	873<br> OLD CHARLOTTE ROAD, CONCORD, NC 28027	CONVENIENCE<br> STORE
COMPARE<br> FOODS - CONCORD	840<br> CONCORD PKWAY NORTH, CONCORD, NC 28027	CONVENIENCE<br> STORE
DANNYS	300<br> NORTH CHURCH STREET, CONCORD, NC 28025	CONVENIENCE<br> STORE
FAST<br> AND FRIENDLY MART 2	7340<br> POPLAR TENT ROAD, CONCORD, NC 28027	CONVENIENCE<br> STORE
SPEEDWAY<br> XPRESS MART - SATYA	4521<br> MOREHEAD ROAD, CONCORD, NC 28027	CONVENIENCE<br> STORE
CONCORD<br> SHOPS	450<br> PITTS SCHOOL ROAD NW, CONCORD, NC 28027	CONVENIENCE<br> STORE
TOTAL<br> WINE	8054<br> CONCORD MILLS RD, CONCORD, NC 28027	LARGE<br> WINE BEER RETAILER
D<br> AND D EXPRESS	5501<br> POPLAR TENT ROAD, CONCORD, NC 28027	CONVENIENCE<br> STORE
CAROLINA<br> ALE HOUSE - CONCORD MILLS	8695<br> CONCORD MILLS BOULEVARD, CONCORD, NC 28027	CASUAL<br> RESTAURANT/SPORTS BAR

For more information about the launch events and American Rebel Beer, please visit ( americanrebelbeer.com ) or follow us on our social media platforms.

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AboutAdams Beverages

Founded in Dothan, Alabama in 1937, Adams Beverages has since expanded into North Carolina under the management of Bill Adams, Clay Adams and Amy Adams Dupree. Adams Beverages now employs over 750 team members, currently providing service to 44 counties in Alabama and 28 counties in North Carolina. For more information on Adams Beverages, go to adamsbev.com.

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AboutAmerican Rebel Light Beer

Produced in partnership with AlcSource, American Rebel Light Beer ( americanrebelbeer.com ) is a premium domestic light lager celebrated for its exceptional quality and patriotic values. It stands out as America’s Patriotic, God-Fearing, Constitution-Loving, National Anthem-Singing, Stand Your Ground Beer.

American Rebel Light is a Premium Domestic Light Lager Beer – All Natural, Crisp, Clean and Bold Taste with a Lighter Feel. With approximately 100 calories, 3.2 carbohydrates, and 4.3% alcoholic content per 12 oz serving, American Rebel Light Beer delivers a lighter option for those who love great beer but prefer a more balanced lifestyle. It’s all natural with no added supplements and importantly does not use corn, rice, or other sweeteners typically found in mass produced beers.

---

AboutAmerican Rebel Holdings, Inc.

American Rebel Holdings, Inc. (NASDAQ: AREB) has operated primarily as a designer, manufacturer and marketer of branded safes and personal security and self-defense products and has recently transitioned into the beverage industry through the introduction of American Rebel Light Beer. The Company also designs and produces branded apparel and accessories. To learn more, visit www.americanrebel.com and www.americanrebelbeer.com. For investor information, visit www.americanrebelbeer.com/investor-relations.

---

MediaInquiries:

Matt Sheldon

Matt@Precisionpr.co

917-280-7329

American Rebel Holdings, Inc.

info@americanrebel.com

---

AmericanRebel Beverages, LLC

Todd Porter, President

tporter@americanrebelbeer.com

---

Forward-LookingStatements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. American Rebel Holdings, Inc., (NASDAQ: AREB; AREBW) (the “Company,” “American Rebel,” “we,” “our” or “us”) desires to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and is including this cautionary statement in connection with this safe harbor legislation. The words “forecasts” “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “could,” “target,” “potential,” “is likely,” “expect” and similar expressions, as they relate to us, are intended to identify forward-looking statements. We have based these forward-looking statements primarily on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, and financial needs. Important factors that could cause actual results to differ from those in the forward-looking statements include benefits of marketing outreach efforts, actual placement timing and availability of American Rebel Beer, success and availability of the promotional activities, our ability to effectively execute our business plan, and the Risk Factors contained within our filings with the SEC, including our Annual Report on Form 10-K for the year ended December 31, 2024. Any forward-looking statement made by us herein speaks only as of the date on which it is made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future developments or otherwise, except as may be required by law.

---

CompanyContact:

tporter@americanrebelbeer.com

info@americanrebel.com

Exhibit99.33

AmericanRebel CEO Andy Ross Harnesses Media Appearance on NBC-TV West Palm Beach Affiliate to Amplify Growth Strategy, Propel Brand Expansionand Launch American Rebel Light Beer in Florida

FromSong to Strategy: American Rebel’s CEO Andy Ross Shares the Brand’s Journey with Sunshine Spotlight Host Fiona Daghir Detailing the Journeyof America’s Patriotic Brand to Becoming the Next Great American Success Story.

West Palm Beach, FL, April 25, 2025 (GLOBE NEWSWIRE) -- American Rebel Holdings, Inc. (NASDAQ: AREB) (“American Rebel” or the “Company”), creator of American Rebel Beer ( americanrebelbeer.com ) and a designer, manufacturer, and marketer of branded safes, personal security and self-defense products and apparel ( americanrebel.com ), is pleased to share its CEO Andy Ross’ TV interview on the NBC-TV affiliate in West Palm Beach, Florida – WPTV. Sunshine Spotlight host Fiona Daghir ( instagram.com/fionadaghir ) and Andy share the American Rebel origin story of how Andy’s song “American Rebel,” which appeared on Andy’s 2013 album Time to Fight, became the blueprint for the creation of American Rebel – America’s Patriotic Brand.

“I had incorporated music into my TV show Maximum Archery World Tour as early as 2010 and the song ‘American Rebel’ was my way of summing up my core values and way of life. When I shared the song and video cut with entrepreneur and businessman Corey Lambrecht, Corey said ‘that’s your brand. You need to build your brand around American Rebel and use this patriotic anthem as your mission and values statement.’ I had just had a similar conversation with my record producer Doug Grau. Doug had said that music artists needed to find other ways to monetize their music due to the file sharing phenomenon of the early 2000s. Corey and Doug both helped me start American Rebel in 2015 and we haven’t looked back. I wanted to see American Rebel beer, American Rebel motor oil, American Rebel grills, American Rebel tools. I want Susie to go up to mom and say ‘Mom, what’s Dad want for Father’s Day and she says honey, anything with American Rebel on it.’ We’re a lifestyle brand. Our first products were concealed carry backpacks and jackets, and then we launched American Rebel safes. In February 2022 we uplisted to NASDAQ under the AREB symbol and then we acquired our OEM safe manufacturer Champion Safe ( championsafe.com ). Champion has been around since 1999, and they manufacture and market our American Rebel safes in addition to their Champion and Superior brands. When an opportunity in the beer market presented itself, we decided to launch America’s Patriotic, God Fearing, Constitution Loving, National Anthem Singing, Stand Your Ground Beer, and the response has been amazing. Customers love what we stand for and they love the beer. American Rebel Light Beer is a premium domestic light lager with no corn syrup or rice extract to sweeten the beer like our competition. We use all natural ingredients. This produces a fuller flavored beer while still hitting the light beer profile – 100 calories and 3.2 carbs. People will gravitate to the marketing; but they’ll only continue as customers if they love the liquid.”

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NBCWPTV interview can be found here: click here for interview

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AboutAmerican Rebel Light Beer

Produced in partnership with AlcSource, American Rebel Light Beer ( americanrebelbeer.com ) is a premium domestic light lager celebrated for its exceptional quality and patriotic values. It stands out as America’s Patriotic, God-Fearing, Constitution-Loving, National Anthem-Singing, Stand Your Ground Beer.

American Rebel Light is a Premium Domestic Light Lager Beer – All Natural, Crisp, Clean and Bold Taste with a Lighter Feel. With approximately 100 calories, 3.2 carbohydrates, and 4.3% alcoholic content per 12 oz serving, American Rebel Light Beer delivers a lighter option for those who love great beer but prefer a more balanced lifestyle. It’s all natural with no added supplements and importantly does not use corn, rice, or other sweeteners typically found in mass produced beers.

---

AboutAmerican Rebel Holdings, Inc.

American Rebel Holdings, Inc. (NASDAQ: AREB) has operated primarily as a designer, manufacturer and marketer of branded safes and personal security and self-defense products and has recently transitioned into the beverage industry through the introduction of American Rebel Light Beer. The Company also designs and produces branded apparel and accessories. To learn more, visit americanrebel.com and americanrebelbeer.com. For investor information, visit americanrebelbeer.com/investor-relations.

American Rebel Holdings, Inc.

info@americanrebel.com

American Rebel Beverages, LLC

Todd Porter, President

tporter@americanrebelbeer.com

---

Forward-LookingStatements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. American Rebel Holdings, Inc., (NASDAQ: AREB; AREBW) (the “Company,” “American Rebel,” “we,” “our” or “us”) desires to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and is including this cautionary statement in connection with this safe harbor legislation. The words “forecasts” “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “could,” “target,” “potential,” “is likely,” “expect” and similar expressions, as they relate to us, are intended to identify forward-looking statements. We have based these forward-looking statements primarily on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, and financial needs. Important factors that could cause actual results to differ from those in the forward-looking statements include benefits of marketing outreach efforts, actual placement timing and availability of American Rebel Beer, success and availability of the promotional activities, our ability to effectively execute our business plan, and the Risk Factors contained within our filings with the SEC, including our Annual Report on Form 10-K for the year ended December 31, 2024. Any forward-looking statement made by us herein speaks only as of the date on which it is made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future developments or otherwise, except as may be required by law.

Company Contact:

tporter@americanrebelbeer.com

info@americanrebel.com

Media Contact:

Matt Sheldon

Matt@PrecisionPR.co

Exhibit99.34

ChampionSafe Company Wraps Up a Strong Showing at the 154th NRA Annual Meeting

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PROVO,UT, April 28, 2025 (GLOBE NEWSWIRE) -- Champion Safe Company, a leading manufacturer of premium safes and wholly-owned subsidiary of American Rebel Holdings, Inc. (NASDAQ: AREB), America’s Patriotic Brand ( americanrebel.com ), is proud to announce a strong and successful presence at the 154th NRA Annual Meetings & Exhibits held this past weekend in Atlanta, Georgia. Champion’s booth saw steady traffic and enthusiastic interest from NRA members passionate about protecting their firearms, their families, and their Second Amendment rights.

“Our team was energized by the incredible passion and patriotism of the NRA members we met in Atlanta,” said Tom Mihalek, CEO of Champion Safe Company. “It’s clear that Champion’s commitment to building safes with American-made steel and uncompromising strength really resonates with people who care deeply about freedom and security.”

Throughout the event, attendees explored Champion’s full lineup of gun safes and vault doors, drawn to the company’s reputation for superior strength, fire protection, and craftsmanship. Many took advantage of show specials, and the strong interest in Champion products led to a significant boost to the brand during the weekend.

“The NRA Annual Meeting is a reminder of why we do what we do,” Mihalek added. “Champion safes are built to protect the rights, values, and possessions that matter most to Americans.”

Champion Safe Company extends its thanks to the NRA, the City of Atlanta, The Atlanta Safe House and the thousands of attendees who made the 154th Annual Meeting a tremendous success.

For more information about Champion Safe, visit championsafe.com.

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AboutChampion Safe Company

Champion Safe Company has been at the forefront of safe manufacturing for over 25 years, offering a range of high-quality safes designed for ultimate security and fire protection. With a commitment to craftsmanship and innovation, Champion Safes are trusted by homeowners, gun owners, and businesses across the nation.

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AboutAmerican Rebel Holdings, Inc.

American Rebel Holdings, Inc. (NASDAQ: AREB) has operated primarily as a designer, manufacturer and marketer of branded safes and personal security and self-defense products and has recently transitioned into the beverage industry through the introduction of American Rebel Beer. The Company also designs and produces branded apparel and accessories. To learn more, visit americanrebel.com and americanrebelbeer.com. For investor information, visit americanrebel.com/investor-relations.

---

Forward-LookingStatements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. American Rebel Holdings, Inc., (NASDAQ: AREB; AREBW) (the “Company,” “American Rebel,” “we,” “our” or “us”) desires to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and is including this cautionary statement in connection with this safe harbor legislation. The words “forecasts” “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “could,” “target,” “potential,” “is likely,” “expect” and similar expressions, as they relate to us, are intended to identify forward-looking statements. We have based these forward-looking statements primarily on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, and financial needs. Important factors that could cause actual results to differ from those in the forward-looking statements include benefits of the meeting, actual effect of the meeting on sales, margin and profit growth, our ability to effectively execute our business plan, and the Risk Factors contained within AREB’s filings with the SEC, including its Annual Report on Form 10-K for the year ended December 31, 2023 and Form 10-Q for the nine months ended September 30, 2024. Any forward-looking statement made by us herein speaks only as of the date on which it is made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future developments or otherwise, except as may be required by law.

---

Contact:

---

ir@americanrebel.com

Exhibit99.35

AmericanRebel (NASDAQ: AREB) to Host Strategic Board Meeting and Exclusive Dinner for Investors at Mar-A-Lago Following Unprecedented SuccessfulSponsorship at the American Rebel Light NHRA 4-Wide Nationals at Charlotte Motor Speedway

AmericanRebel Light Beer was featured at the NHRA event, where thousands of attendees and a national television audience were exposed to America’sFastest Growing Beer.

Nashville, TN, April 29, 2025 (GLOBE NEWSWIRE) -- American Rebel Holdings, Inc. (NASDAQ: AREB) (“American Rebel” or the “Company”), creator of American Rebel Light Beer ( americanrebelbeer.com ) and a designer, manufacturer, and marketer of branded safes, personal security and self-defense products and apparel ( americanrebel.com ), will be holding an exclusive dinner at Mar-A-Lago tonight for its board of directors and a major investor group. This will be the second round of meetings this month at Mar-a-Lago, aka the “Winter White House,” where America’s Patriotic Beer brand has established a strong footprint among supporters of President Trump and those who love our great nation.

Quote from CEO Andy Ross:

“Hosting our esteemed Board of Directors, investment bankers, and key strategic investors at Mar-A-Lago in Florida is an honor and a pivotal opportunity for American Rebel Holdings, Inc. As we convene at the Winter White House, we are eager to discuss the strategic growth of American Rebel Light Beer. This event, following several preliminary planning meetings, presents a unique chance to accelerate and enhance our existing strategic plan to expand our distribution footprint and target customer base, particularly among NHRA fans. Our distribution expansion in 2025 continues to surpass expectations, setting the stage for sustained revenue growth and market share gains over the coming months and years.”

This weekend’s American Rebel Light NHRA 4-Wide Nationals at zMAX Dragway at the Charlotte Motor Speedway ( charlottemotorspeedway.com ) was broadcast nationally through FOX Broadcasting’s FS1. The event provided viewers with the experience of drag racing and additional exposure for American Rebel Light Beer. The NHRA’s partnership with FOX Sports ensures expanded coverage, bringing drag racing, and this weekend American Rebel Light Beer, to homes across the U.S., Canada, and the Caribbean.

American Rebel Light Beer – America’s Patriotic, God Fearing, Constitution Loving, National Anthem Singing, Stand Your Ground Beer was proud to be featured at this iconic event. Fans attending the race enjoyed cold American Rebel Light Beer while experiencing the unique four-lane racing format and pit access included with every ticket. For those watching from home, the FS1 broadcast showcased the adrenaline-pumping action, making it a weekend to remember.

Continued Quote from CEO Andy Ross:

“We are honored to have Tony Stewart Racing’s ( tsrnitro.com ) Matt Hagan, driver of the American Rebel Light Funny Car, give his insights to the group in Florida to continue to capture the momentum of American Rebel Light Beer within the NHRA ( nhra.com ). TSR Racing with Tony, Matt, and Leah combined with American Rebel Light Beer is a winning combination with the fans that we believe is creating long-term customers. We are thoroughly evaluating additional sponsorship and growth opportunities for American Rebel Light Beer, ensuring its continued success as America’s Patriotic Beer.”

---

---

AboutAmerican Rebel Light Beer

Produced in partnership with AlcSource, American Rebel Light Beer ( americanrebelbeer.com ) is a premium domestic light lager celebrated for its exceptional quality and patriotic values. It stands out as America’s Patriotic, God Fearing, Constitution Loving, National Anthem Singing, Stand Your Ground Beer.

American Rebel Light is a Premium Domestic Light Lager Beer – All Natural, Crisp, Clean and Bold Taste with a Lighter Feel. With approximately 100 calories, 3.2 carbohydrates, and 4.3% alcoholic content per 12 oz serving, American Rebel Light Beer delivers a lighter option for those who love great beer but prefer a more balanced lifestyle. It’s all natural with no added supplements and importantly does not use corn, rice, or other sweeteners typically found in mass produced beers. For more information follow American Rebel Beer on all social media platforms (@americanrebelbeer).

---

AboutAmerican Rebel Holdings, Inc.

American Rebel Holdings, Inc. (NASDAQ: AREB) has operated primarily as a designer, manufacturer and marketer of branded safes and personal security and self-defense products and has recently transitioned into the beverage industry through the introduction of American Rebel Light Beer. The Company also designs and produces branded apparel and accessories. To learn more, visit americanrebel.com and americanrebelbeer.com. For investor information, visit americanrebelbeer.com/investor-relations.

---

AmericanRebel Holdings, Inc.

info@americanrebel.com

ir@americanrebel.com

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AmericanRebel Beverages, LLC

Todd Porter, President

tporter@americanrebelbeer.com

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MediaContact:

---

Matt Sheldon

Matt@PrecisionPR.co

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Forward-LookingStatements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. American Rebel Holdings, Inc., (NASDAQ: AREB; AREBW) (the “Company,” “American Rebel,” “we,” “our” or “us”) desires to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and is including this cautionary statement in connection with this safe harbor legislation. The words “forecasts” “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “could,” “target,” “potential,” “is likely,” “expect” and similar expressions, as they relate to us, are intended to identify forward-looking statements. We have based these forward-looking statements primarily on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, and financial needs. Important factors that could cause actual results to differ from those in the forward-looking statements include benefits of our strategic planning, marketing outreach efforts, actual placement timing and availability of American Rebel Beer, success and availability of the promotional activities, our ability to effectively execute our business plan, and the Risk Factors contained within our filings with the SEC, including our Annual Report on Form 10-K for the year ended December 31, 2024. Any forward-looking statement made by us herein speaks only as of the date on which it is made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future developments or otherwise, except as may be required by law.

Exhibit33.36

AmericanRebel Holdings, Inc. (NASDAQ: AREB) Highlights Key Strategic Expansion Initiatives Following Successful Board Meeting and Investor Engagementat Mar-a-Lago

Nashville, TN, May 01, 2025 (GLOBE NEWSWIRE) -- American Rebel Holdings, Inc. (NASDAQ: AREB) (“American Rebel” or the “Company”), creator of American Rebel Light Beer ( americanrebelbeer.com ) and a designer, manufacturer, and marketer of branded safes, personal security and self-defense products and apparel ( americanrebel.com ), highlights key strategic decisions reaffirmed and ratified during its board meeting and investor dinner held April 29, 2025, at Mar-a-Lago in West Palm Beach, FL.

The gathering followed the Company’s unprecedented success as the title sponsor of the American Rebel Light NHRA 4-Wide Nationals April 25 – 27 at the Charlotte Motor Speedway; and brought together senior company management, board members, potential investors, and strategic partners; including Matt Hagan, 4-time World Champion NHRA Funny Car driver and American Rebel Light Beer brand ambassador, and Mark Elenowitz, Managing Director of Digital Offering, a pioneer in Regulation A+ IPOs and offerings.

“The Mar-a-Lago event brought together our leadership, potential investors and key partners for a forward-looking conversation on how to best scale our vision,” said Andy Ross. “With the guidance of capital market and investment banking industry leaders like Mark Elenowitz and the passion of brand ambassadors and true American Rebels like Matt Hagan, we are more confident than ever in our ability to grow American Rebel into a household name among patriotic Americans.”

Reflecting on the Mar-a-Lago event, Ross added, “The setting at Mar-a-Lago was the perfect venue for these types of strategic business discussions. Surrounded by esteemed investors and partners, the atmosphere was both inspiring and conducive to aligning our vision for American Rebel Holdings as America’s next big success story.”

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AmericanRebel Light Beer: Acceleration of National Expansion

American Rebel management reported to the board that American Rebel Light Beer is expanding its distribution footprint at a rapid pace and that management was seeking guidance from the board to further accelerate its nation-wide rollout, seizing on market momentum and opportunity. The board endorsed accelerating the nation-wide rollout as a priority to establish American Rebel Light as the next national premium domestic light lager beer. American Rebel management expects to have several announcements of the addition of new states to its distribution network over the next few weeks.

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StrategicGrowth and Market Positioning of America’s Fastest Growing Beer

American Rebel Light Beer is rapidly expanding its distribution, and management is seeking to accelerate its nationwide rollout. The board fully supports this expansion as a priority to position the beer as a national premium brand. Additionally, the board reaffirmed the company’s targeted distributor expansion plan for the remainder of 2025 and discussed allocating additional resources to fully capitalize on relationships and opportunities within motor sports.

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MotorSports: A High-Impact Opportunity for American Rebel

Motor sports present a significant opportunity for American Rebel Beverages and American Rebel Light Beer to increase brand visibility and consumer engagement. With a passionate fan base and high-profile events, motor sports provide an ideal platform for marketing and sponsorship initiatives. Leveraging strategic partnerships within the industry, American Rebel Light Beer can establish itself as a preferred beverage among racing enthusiasts, teams, and event attendees.

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PortfolioExpansion of America’s Patriotic Brand: Acquisition and Licensing Opportunities

American Rebel’s board encouraged management to continue evaluating potential acquisitions that could enhance the company’s enterprise value and expand the reach of America’s Patriotic Brand. CEO Andy Ross has frequently expressed his vision of broadening the American Rebel product line beyond beverages, envisioning a future where the brand encompasses grills, knives, tools, motor oil, and other complementary products. His goal is to create a household name synonymous with rugged American spirit, where consumers instinctively choose American Rebel-branded products for everyday needs.

As America’s Patriotic Brand, we are actively evaluating several licensing categories and acquisition opportunities that align with our brand, mission, and strategic growth plans. By identifying partnerships that reinforce our core values and extend our product offerings, we aim to build a portfolio of trusted American Rebel products that resonate with our customers. “I want Susie to go up to mom and say ‘Mom, what’s Dad want for Father’s Day’ and she says, ‘Honey, anything with American Rebel on it,” said Andy Ross.

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AboutAmerican Rebel Light Beer

Produced in partnership with AlcSource, American Rebel Light Beer ( americanrebelbeer.com ) is a premium domestic light lager celebrated for its exceptional quality and patriotic values. It stands out as America’s Patriotic, God Fearing, Constitution Loving, National Anthem Singing, Stand Your Ground Beer.

American Rebel Light is a Premium Domestic Light Lager Beer – All Natural, Crisp, Clean and Bold Taste with a Lighter Feel. With approximately 100 calories, 3.2 carbohydrates, and 4.3% alcoholic content per 12 oz serving, American Rebel Light Beer delivers a lighter option for those who love great beer but prefer a more balanced lifestyle. It’s all natural with no added supplements and importantly does not use corn, rice, or other sweeteners typically found in mass produced beers. For more information follow American Rebel Beer on all social media platforms (@americanrebelbeer).

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AboutAmerican Rebel Holdings, Inc.

American Rebel Holdings, Inc. (NASDAQ: AREB) has operated primarily as a designer, manufacturer and marketer of branded safes and personal security and self-defense products and has recently transitioned into the beverage industry through the introduction of American Rebel Light Beer. The Company also designs and produces branded apparel and accessories. To learn more, visit americanrebel.com and americanrebelbeer.com. For investor information, visit americanrebelbeer.com/investor-relations.

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AmericanRebel Holdings, Inc.

info@americanrebel.com

ir@americanrebel.com

---

MediaContact:

---

Matt Sheldon

Matt@PrecisionPR.co

---

Forward-LookingStatements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. American Rebel Holdings, Inc., (NASDAQ: AREB; AREBW) (the “Company,” “American Rebel,” “we,” “our” or “us”) desires to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and is including this cautionary statement in connection with this safe harbor legislation. The words “forecasts” “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “could,” “target,” “potential,” “is likely,” “expect” and similar expressions, as they relate to us, are intended to identify forward-looking statements. We have based these forward-looking statements primarily on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, and financial needs. Important factors that could cause actual results to differ from those in the forward-looking statements include benefits of our strategic planning, marketing outreach efforts, actual placement timing and availability of American Rebel Beer, success and availability of the promotional activities, our ability to effectively execute our business plan, and the Risk Factors contained within our filings with the SEC, including our Annual Report on Form 10-K for the year ended December 31, 2024. Any forward-looking statement made by us herein speaks only as of the date on which it is made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future developments or otherwise, except as may be required by law.

Exhibit99.37

AmericanRebel Light Beer Expands into Florida with North Florida Sales Distribution Agreement

Nashville, TN, May 06, 2025 (GLOBE NEWSWIRE) -- American Rebel Holdings, Inc. (NASDAQ: AREB) (“American Rebel” or the “Company”), creator of American Rebel Light Beer ( americanrebelbeer.com ) and a designer, manufacturer, and marketer of branded safes, personal security and self-defense products and apparel ( americanrebel.com ), is proud to announce its newest distribution agreement with North Florida Sales ( nfsinfo.com ), a premier beverage distributor serving the Northeast Florida market. This collaboration and expansion into Florida is another bold step in American Rebel’s mission to bring high-quality, American-made beer to hardworking, freedom-loving patriots across the Sunshine State.

“We believe in the American dream – hard work, perseverance, and celebrating the freedoms that make this country great,” said Todd Porter, President of American Rebel Beverage. “Partnering with North Florida Sales allows us to share that spirit with more people in Florida. Their commitment to excellence, combined with their deep-rooted relationships in the market, makes them the perfect ally in our mission to expand American Rebel’s presence nationwide.”

Gentry Pelham, President and Owner of North Florida Sales, echoed that enthusiasm, stating: “North Florida Sales is extremely excitedfor the opportunity to partner up with American Rebel. We can’t wait to introduce this amazing product to the Jacksonville, St.Augustine, and Lake City markets.”

North Florida Sales has long been recognized for its dedication to delivering quality beverages while building lasting partnerships with retailers and consumers. With an extensive network and a passion for serving their communities, they will help bring American Rebel Light Beer to even more bars, restaurants, and stores across Florida.

“We’re very excited to be expanding into Florda,” said American Rebel CEO Andy Ross. “American Rebel Beer sponsored the Scag Pro Superstar Shootout this past February at the Bradenton Motorsports Park and I’ve done television interviews in Tampa, West Palm Beach and Miami and performed in Florida several times. Look out Florida, America’s Patriotic, God Fearing, Constitution Loving, National Anthem Singing, Stand Your Ground Beer is coming. Florida is going to be a strong state for us and I couldn’t be more proud to get to work with the great team at North Florida Sales.”

As American Rebel Beverage continues its rapid growth, the brand remains steadfast in its commitment to supporting patriotic values and celebrating the American spirit. Since its launch in September 2024, American Rebel Light Beer has earned loyal consumers across Tennessee, Connecticut, Kansas, Kentucky, Ohio, Iowa, Missouri, North Carolina, Indiana, Mississippi and now Florida – proving that there’s nothing more American than great beer and a good time.

American Rebel Light is a proudly American-made premium domestic light lager , delivering a crisp, clean, and bold taste with a lighter feel. Crafted with all-natural ingredients and NO added sweeteners like corn or rice, it offers a refreshing balance of flavor with 100calories, 3.2 carbohydrates, and 4.3% ABV per 12 oz serving . Whether it’s a backyard barbecue, a tailgate, or a weekend at the racetrack, American Rebel Light is brewed for the bold, the free, and the proud .

For more information about American Rebel Light and its new distribution agreement with North Florida Sales, follow us on social media @AmericanRebelBeer or on the web at americanrebelbeer.com.

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AboutAmerican Rebel Light

American Rebel Light isn’t just a beer – it’s a statement. A toast to freedom, a salute to hard-working Americans, and abold declaration of our patriotic values. As America’s Patriotic, God Fearing, Constitution Loving, National Anthem Singing,Stand Your Ground Beer , Produced in partnership with AlcSource, American Rebel Light Beer ( americanrebelbeer.com ) is a premium domestic light lager celebrated for its exceptional quality and patriotic values. It stands out as America’s Patriotic, God Fearing, Constitution Loving, National Anthem Singing, Stand Your Ground Beer.

American Rebel Light is a Premium Domestic Light Lager Beer – All Natural, Crisp, Clean and Bold Taste with a Lighter Feel. With approximately 100 calories, 3.2 carbohydrates, and 4.3% alcoholic content per 12 oz serving, American Rebel Light Beer delivers a lighter option for those who love great beer but prefer a more balanced lifestyle. It’s all natural with no added supplements and importantly does not use corn, rice, or other sweeteners typically found in mass produced beers. For more information follow American Rebel Beer on all social media platforms (@americanrebelbeer).

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AboutNorth Florida Sales

North Florida Sales (NFS) is a locally owned and operated company and covers all or part of 11 counties in Florida. These counties include Duval, Nassau, St. John’s, Putnam, Clay, Bradford, Union, Baker, Columbia, Hamilton and Suwannee. Started in 1995, NFS strives to be a leader in sales and service in the beverage industry in Jacksonville and Lake City, FL. NFS’s mission is to provide the highest quality customer service on a consistent basis, while ensuring the availability of the freshest and cleanest product possible. For more information on North Florida Sales, go to nfsinfo.com.

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AboutAmerican Rebel Holdings, Inc.

American Rebel Holdings, Inc. (NASDAQ: AREB) has operated primarily as a designer, manufacturer and marketer of branded safes and personal security and self-defense products and has recently transitioned into the beverage industry through the introduction of American Rebel Light Beer. The Company also designs and produces branded apparel and accessories. To learn more, visit americanrebel.com and americanrebelbeer.com. For investor information, visit americanrebelbeer.com/investor-relations.

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AmericanRebel Holdings, Inc.

---

info@americanrebel.com

ir@americanrebel.com

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MediaContact:

---

Matt Sheldon

Matt@PrecisionPR.co

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Forward-LookingStatements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. American Rebel Holdings, Inc., (NASDAQ: AREB; AREBW) (the “Company,” “American Rebel,” “we,” “our” or “us”) desires to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and is including this cautionary statement in connection with this safe harbor legislation. The words “forecasts” “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “could,” “target,” “potential,” “is likely,” “expect” and similar expressions, as they relate to us, are intended to identify forward-looking statements. We have based these forward-looking statements primarily on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, and financial needs. Important factors that could cause actual results to differ from those in the forward-looking statements include benefits of our strategic planning, marketing outreach efforts, actual placement timing and availability of American Rebel Beer, success and availability of the promotional activities, our ability to effectively execute our business plan, and the Risk Factors contained within our filings with the SEC, including our Annual Report on Form 10-K for the year ended December 31, 2024. Any forward-looking statement made by us herein speaks only as of the date on which it is made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future developments or otherwise, except as may be required by law.

Exhibit99.38

AmericanRebel Light Beer Strategic Expansion Continues Full Throttle and Expands into Indiana with Premier Beverage Distributor Zink Distributing

NewIndiana Distribution Deal Supercharges Midwest Reach – Strengthening Footprint in Key Border States and ReinforcingGrowth Trajectory for 2025

Nashville, TN, May 07, 2025 (GLOBE NEWSWIRE) -- American Rebel Holdings, Inc. (NASDAQ: AREB) (“American Rebel” or the “Company”), creator of American Rebel Light Beer ( americanrebelbeer.com ) and a designer, manufacturer, and marketer of branded safes, personal security and self-defense products and apparel ( americanrebel.com ), is expanding into Indiana through its newest distribution agreement with Zink Distributing ( zinkdistributing.com ), a premier beverage distributor serving 14 central Indiana countiesin their entirety and the northern parts of two additional counties, including Indianapolis. This collaboration is yet another step in expanding American Rebel’s rapidly growing distribution network and its mission to fuel hard-working, freedom-loving Hoosiers with great American-made beer.

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“Webelieve in America – we believe in faith, family, and freedom. That’s what American Rebel Light stands for,” said Todd Porter, President of American Rebel Beverage. “Bringing our beer to Indiana with Zink Distributing means more Americanscan raise a glass to our shared values. With their expertise, infrastructure and extensive network, we’re confident that AmericanRebel Light will thrive in Indiana as we continue expanding across this great nation.”

Jim Zink, Jr., President of Zink Distributing Company, echoed that enthusiasm, stating: “Zink Distributing is proud of its portfolioof great-tasting, high-quality products, and we are thrilled to partner with American Rebel Beverage. We look forward to introducingHoosiers to American Rebel Light, a perfect addition to our offerings in Indiana.”

ZinkDistributing has built a reputation for excellence, representing some of the most well-respected beverage brands in the industry. Their dedication to quality, strong retail partnerships, and deep understanding of the market makes them the ideal distributor to bring America’s Patriotic Beer to the heartland. Zink Distributing’s state-of-the-art 136,000 square foot facility and upgraded fleet of tractor trailers ensures availability and product freshness for its customers.

“ Adding Indiana to our list of states that distribute American Rebel Light is great for many reasons ,” said American Rebel CEO Andy Ross. “#1, it’s a great motorsports state; #2, Indiana borders Ohio and Kentucky, two states we’re alreadyenjoying tremendous success in and success in Indiana should be no different and #3, there will be numerous opportunities for promotionalevents in Indiana to support the Rebel Light rollout. I’m looking forward to working with Jim Zink, Jr. and the Zink Distributingteam to introduce America’s Patriotic, God Fearing, Constitution Loving, National Anthem Singing, Stand Your Ground Beer.”

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RapidTop Tier Distribution Growth Continues for America’s Fastest Growing Beer

Since its launch in September 2024, American Rebel Light Beer has been growing at a rapid pace, establishing a presence in Tennessee,Connecticut, Kansas, Kentucky, Ohio, Iowa, Missouri, North Carolina, Mississippi, Florida and now Indiana! This latest partnership with Zink Distributing further solidifies American Rebel’s commitment to bringing high-quality, patriotic beer to thepeople who live and breathe the American dream .

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RebelLight: All Natural, Crisp, Clean, Bold, “Better for me” Beer for a Balanced Lifestyle

American Rebel Light is a proudly American-made premium domestic light lager , delivering a crisp, clean, and bold tastewith a lighter feel. Created with all-natural ingredients and NO added sweeteners like corn or rice , it offers a refreshing balance of flavor with 110 calories, 3.2 carbohydrates, and 4.3% ABV per 12 oz serving . Whether it’s backyard barbecues,tailgates, or saluting our great nation , American Rebel Light is brewed for the bold, the free, and the proud .

For more information about American Rebel Light and its new partnership with Zink Distributing , visit americanrebelbeer.com or follow us on social media (@AmericanRebelBeer).

AboutAmerican Rebel Light

American Rebel Light isn’t just a beer – it’s a statement. A toast to freedom, a salute to hard-working Americans, and abold declaration of our patriotic values – America’s Patriotic, God Fearing, Constitution Loving, National Anthem Singing,Stand Your Ground Beer . Produced in partnership with AlcSource, American Rebel Light Beer ( americanrebelbeer.com ) is a premium domestic light lager celebrated for its exceptional quality and patriotic appeal.

American Rebel Light is a Premium Domestic Light Lager Beer – All Natural, Crisp, Clean and Bold Taste with a Lighter Feel. With approximately 100 calories, 3.2 carbohydrates, and 4.3% alcoholic content per 12 oz serving, American Rebel Light Beer delivers a lighter option for those who love great beer but prefer a more balanced lifestyle. It’s all natural with no added supplements and importantly does not use corn, rice, or other sweeteners typically found in mass produced beers. For more information follow American Rebel Beer on all social media platforms (@americanrebelbeer).

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AboutZink Distributing

Zink Distributing, established in 2001, is the exclusive distributor of great-tasting, high-quality products in all or part of 16 counties in Indiana, including Indianapolis. These counties include Marion, Fayette, Hancock, Rush, Hendricks, Morgan, Montgomery, Vermillion, Parke, Putnam, Vigo, Clay, Sullivan, Greene and northern Johnson and Owen. The mission of the company is to exceed the expectations of its customers through excellent service and attention to detail. For more information on Zink Distributing, go to zinkdistributing.com.

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AboutAmerican Rebel Holdings, Inc.

American Rebel Holdings, Inc. (NASDAQ: AREB) has operated primarily as a designer, manufacturer and marketer of branded safes and personal security and self-defense products and has recently transitioned into the beverage industry through the introduction of American Rebel Light Beer. The Company also designs and produces branded apparel and accessories. To learn more, visit americanrebel.com and americanrebelbeer.com. For investor information, visit americanrebelbeer.com/investor-relations.

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AmericanRebel Holdings, Inc.

info@americanrebel.com

ir@americanrebel.com

MediaContact:

Matt Sheldon

Matt@PrecisionPR.co

---

Forward-LookingStatements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. American Rebel Holdings, Inc., (NASDAQ: AREB; AREBW) (the “Company,” “American Rebel,” “we,” “our” or “us”) desires to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and is including this cautionary statement in connection with this safe harbor legislation. The words “forecasts” “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “could,” “target,” “potential,” “is likely,” “expect” and similar expressions, as they relate to us, are intended to identify forward-looking statements. We have based these forward-looking statements primarily on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, and financial needs. Important factors that could cause actual results to differ from those in the forward-looking statements include benefits of our strategic planning, marketing outreach efforts, actual placement timing and availability of American Rebel Beer, success and availability of the promotional activities, our ability to effectively execute our business plan, and the Risk Factors contained within our filings with the SEC, including our Annual Report on Form 10-K for the year ended December 31, 2024. Any forward-looking statement made by us herein speaks only as of the date on which it is made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future developments or otherwise, except as may be required by law.

Exhibit99.39

Catchthe High-Speed Action Again! American Rebel Light Beer NHRA 4-Wide Nationals Replay on FS1 - May 8, 2025

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Buckleup, crack open a cold American Rebel Light Beer, and get ready for pure NHRA excitement on the FS1 telecast!

Nashville, TN, May 08, 2025 (GLOBE NEWSWIRE) -- American Rebel Holdings, Inc. (NASDAQ: AREB) (“American Rebel” or the “Company”), creator of American Rebel Light Beer ( americanrebelbeer.com ) and a designer, manufacturer, and marketer of branded safes, personal security and self-defense products and apparel ( americanrebel.com ), is excited to announce that racing fans get another chance to witness the adrenaline-pumping excitement of NHRA’s 4-Wide Nationals , presented by American Rebel Light Beer , airing Thursday, May 8, 2025 , on FS1’s NHRA Sportsman Series (check your local listings) . Total combined television audience viewership was over 700,000 on the original broadcasts and is expected to exceed 900,000 viewers once the audience totals are finalized.

Following a record-breaking weekend at Charlotte Motor Speedway’s zMAX Dragway (April 25–27, 2025) , viewers can relive the historic 1,000th Top Fuel race , featuring four-wide drag racing at speeds over 300 mph – the fastest accelerating machines on the planet! American Rebel Light Beer , America’s fastest growing beer was featured prominently as the title sponsor and is a perfect match with the NHRA and our sponsorship with TSR Nitro Racing ( tsrnitro.com ).

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Whatto Expect on FS1 NHRA Sportsman Series Replay:

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●	Date: Thursday, May 8, 2025
●	Network: FS1
●	Featured Racing: Super Stock, Stock Eliminator, Super Comp, Super Gas, and Top Sportsman

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AmericanRebel Light Beer: A Bold and Growing Presence in Motorsports

The official title sponsorship of the NHRA 4-Wide Nationals marked a major milestone for American Rebel Light Beer , reinforcing its event-driven, patriotic brand identity . The beer’s trackside activations, promotional tents, and samplingstations helped expand its presence in North Carolina , fueling racing fans with America’s Patriotic, God Fearing,Constitution Loving, National Anthem Singing, Stand Your Ground Beer .

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MarketingHighlights:

●	Original Broadcast Audience: Nearly 700,000 viewers
●	Expected Final Viewership : Up to 1 million, including FS1 Sportsman Series replays
●	NHRA Social Media Reach : Over 9.2 million impressions
●	Live Concert Experience : American Rebel CEO Andy Ross performed a patriotic rock ‘n’<br> roll show between Nitro Qualifying Sessions

Don’tMiss the Replay and look for the American Rebel Light Funny Car driven by Matt Hagan and the American Rebel Light Pro Stock Motorcycledriven by John Hall. Tune in Thursday, May 8, 2025 , on FS1 , and experience the raw horsepower, side-by-side battles,and all-American racing energy of NHRA’s Sportsman Series , powered by American Rebel Light Beer .

AmericanRebel Light Funny Car

The American Rebel Light Funny Car , driven by four-time NHRA Funny Car champion Matt Hagan , is a high-horsepower, American-madebeast that embodies the bold, patriotic spirit of American Rebel Light Beer .

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CarSpecs & Performance:

●	Supercharged<br> Hemi engine , pushing over 11,000 horsepower
●	Capable<br> of 330+ MPH in under 4 seconds
●	Patriotic design wrap , featuring American Rebel Light Beer’s bold branding
●	Drew<br> massive fan engagement with trackside meet & greets, beer promotions, and live music from American Rebel CEO Andy Ross

With Matt Hagan behind the wheel , the American Rebel Light Funny Car isn’t just a race car—it’s a high-speedsymbol of freedom, power, and unapologetic American pride just like American Rebel Light Beer.

Fast,fearless, and fueled by the spirit of American Rebel Light Beer—this Funny Car is built to win!

AmericanRebel Light Pro Stock Motorcycle

TheAmerican Rebel Pro Stock Motorcycle, piloted by John Hall, is a high-performance, all-American machine built for speed,power, and precision on the NHRA drag racing circuit.

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BikeSpecs & Performance:

●	V-Twin engine, delivering high-horsepower acceleration
●	Capable of 6-second quarter-mile runs at speeds exceeding 200 mph
●	Wrapped in the American Rebel Light Beer brand symbolizing bold, stand-your-ground energy

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NHRASportsman Series

●	The<br> NHRA Sportsman Series on FS1 features Lucas Oil Drag Racing Series events,<br> showcasing amateur and semi-professional racers competing in various sportsman-level categories . These races include Super Stock, Stock Eliminator, Super Comp, Super Gas, and Top Sportsman , among others.
●	FS1<br> and FS2 air NHRA Sportsman Series events throughout the season, often as part of NHRA national event weekends . The broadcasts highlight grassroots drag racing , giving<br> fans a look at up-and-coming drivers and regional competitors .
●	For<br> the 2025 season , FS1 is scheduled to air multiple NHRA Sportsman Series events.

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AboutAmerican Rebel Light:

American Rebel Light is more than just a beer—it’s a celebration of freedom, passion, and quality. Brewed with care and precision, our light beer delivers a refreshing taste that’s perfect for every occasion.

For more information about American Rebel Light and its sponsorship of the NHRA 4-Wide Nationals, visit American Rebel Light NHRA 4-Wide Nationals | Events | Charlotte Motor Speedway or follow us on social media @AmericanRebelBeer

Since its launch in September 2024, American Rebel Light Beer has rolled out in Tennessee, Connecticut, Kansas, Kentucky, Ohio, Iowa, Missouri, North Carolina, Florida and Indiana and is adding new distributors and territories regularly. For more information about the launch events and the availability of American Rebel Beer, please visit americanrebelbeer.com or follow us on our social media platforms.

Produced in partnership with AlcSource, American Rebel Light Beer ( americanrebelbeer.com ) is a domestic premium light lager celebrated for its exceptional quality and patriotic values. It stands out as America’s Patriotic, God-Fearing, Constitution-Loving, National Anthem-Singing, Stand Your Ground Beer.

American Rebel Light is a Premium Domestic Light Lager Beer – All Natural, Crisp, Clean and Bold Taste with a Lighter Feel. With approximately 100 calories, 3.2 carbohydrates, and 4.3% alcoholic content per 12 oz serving, American Rebel Light Beer delivers a lighter option for those who love great beer but prefer a more balanced lifestyle. It’s all natural with no added supplements and importantly does not use corn, rice, or other sweeteners typically found in mass produced beers.

---

AboutAmerican Rebel Holdings, Inc.

American Rebel Holdings, Inc. (NASDAQ: AREB) has operated primarily as a designer, manufacturer and marketer of branded safes and personal security and self-defense products and has recently transitioned into the beverage industry through the introduction of American Rebel Light Beer. The Company also designs and produces branded apparel and accessories. To learn more, visit americanrebel.com and americanrebelbeer.com. For investor information, visit americanrebelbeer.com/investor-relations .

American Rebel Holdings, Inc.

info@americanrebel.com

American Rebel Beverages, LLC

Todd Porter, President

tporter@americanrebelbeer.com

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Forward-LookingStatements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. American Rebel Holdings, Inc., (NASDAQ: AREB; AREBW) (the “Company,” “American Rebel,” “we,” “our” or “us”) desires to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and is including this cautionary statement in connection with this safe harbor legislation. The words “forecasts” “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “could,” “target,” “potential,” “is likely,” “expect” and similar expressions, as they relate to us, are intended to identify forward-looking statements. We have based these forward-looking statements primarily on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, and financial needs. Important factors that could cause actual results to differ from those in the forward-looking statements include benefits of a launch party, actual launch timing and availability of American Rebel Beer, success and availability of the promotional activities, our ability to effectively execute our business plan, and the Risk Factors contained within our filings with the SEC, including our Annual Report on Form 10-K for the year ended December 31, 2024. Any forward-looking statement made by us herein speaks only as of the date on which it is made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future developments or otherwise, except as may be required by law.

Company Contact:

tporter@americanrebelbeer.com

info@americanrebel.com

For more details on American Rebel Light Beer and upcoming events, visit www.AmericanRebelBeer.com or follow @AmericanRebelBeeron social media.