UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-K
☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the fiscal year ended December 31, 2025
☐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 name of registrant as specified in its charter)
(Address of principal executive offices) (Zip Code)
Registrant’s
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 Stock AREB The Nasdaq Stock Market LLC
Common Stock Purchase Warrants AREBW The Nasdaq Stock Market LLC
Securities
registered pursuant to Section 12(g) of the Act: None
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
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 emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller
reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ Accelerated filer ☐
Non-accelerated filer ☒ Smaller reporting company ☒
Emerging growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate
by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report. ☐
If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate
by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate
by check mark whether the registrant is a shell company (as defined in rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The
aggregate market value of the voting and non-voting common equity held by non-affiliates was approximately $8,647,718.94 on June 30,
2025 based on the closing price per common share of $504.00 on that date.
The
number of shares of the registrant’s common stock issued and outstanding as of March 30, 2026, was 233,366shares.
Documents
incorporated by reference: None
AMERICAN
REBEL HOLDINGS, INC.
TABLE
OF CONTENTS
PART I
ITEM 1. Business 4
ITEM 1A. Risk Factors 15
ITEM 1B. Unresolved Staff Comments 36
ITEM 2. Properties 37
ITEM 3. Legal Proceedings 38
ITEM 4. Mine Safety Disclosures 38
PART II
ITEM 6. [Reserved] 44
ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk 51
ITEM 8. Financial Statements and Supplementary Data 52
ITEM 9A. Controls and Procedures 53
ITEM 9B. Other Information 54
ITEM 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 54
PART III
ITEM 10. Directors, Executive Officers and Corporate Governance 55
ITEM 11. Executive Compensation 60
ITEM 14. Principal Accountant Fees and Services 67
PART IV
ITEM 15. Exhibits and Financial Statement Schedules 68
SIGNATURES 72
CERTIFICATIONS
FORWARD-LOOKING
STATEMENTS
This
Annual Report on Form 10-K (“Annual Report” or “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
the following:
● our ability to efficiently manage and repay our debt obligations;
● the effect of new tariffs on our business and financial condition;
● the outcome of current litigation;
● significant dilution resulting from our financing activities:
● actions and initiatives taken by both current and potential competitors;
● our future operating results;
● our ability to diversify our operations;
● our inability to effectively meet our short- and long-term obligations;
● deterioration in general or global economic, market and political conditions;
● inability to efficiently manage our operations;
● inability to achieve future operating results;
● the unavailability of funds for capital expenditures;
● our ability to recruit and hire key employees;
● our business prospects;
● any contractual arrangements and relationships with third parties;
● the dependence of our future success on the general economy;
● any possible financings; and
● the adequacy of our cash resources and working capital.
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
Annual 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 Annual Report are made as of the date of this Annual Report and should be evaluated
with consideration of any changes occurring after the date of this Annual 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 Annual 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 Beverages, LLC, American Rebel, Inc., Champion Safe Co., Inc.,
Superior Safe, LLC, Safe Guard Security Products, LLC, Champion Safe De Mexico, S.A. de C.V. and American Rebel Licensing NIL I,
Inc. All references to “USD” or United States Dollar refer to the legal currency of the United States of
America.
AVAILABLE
INFORMATION
We
file annual, quarterly and special reports and other information with the SEC. You can read these SEC filings and reports over the Internet
at the SEC’s website at www.sec.gov. You can also obtain copies of the documents at prescribed rates by writing to the Public Reference
Section of the SEC at 100 F Street, NE, Washington, DC 20549 on official business days between the hours of 10:00 am and 3:00 pm. Please
call the SEC at (800) SEC-0330 for further information on the operations of the public reference facilities. We will provide a copy of
our Annual Report to security holders, including audited financial statements, at no charge, upon receipt of a written request to us
at American Rebel Holdings, Inc., 218 3rdAvenue North, #400, Nashville, Tennessee 37201.
PART
I
ITEM
1. BUSINESS
Recent
Development and Events
Minority
Interest Agreements
During
the year ended December 31, 2025, we entered into multiple agreements to acquire minority ownership interests and other assets from certain entities.
Sydona Enterprises, LLC, d/b/a Schmitty’s
On
September 2, 2025, we executed a Membership Interest Purchase Agreement with Sydona Enterprises, LLC, d/b/a Schmitty’s, acquiring
a 19.01% ownership interest in Schmitty’s. The consideration for this acquisition included the issuance of 11 shares of common
stock and prefunded warrants to purchase an additional 30 shares of common stock at $0.01 per share. The total value of the transaction
was approximately $1.99 million. This strategic investment positions American Rebel to leverage Schmitty’s established presence
in the smokeless market, aligning with the Company’s expansion into the $10 billion smokeless category. The partnership aims to
enhance Schmitty’s retail distribution and explore licensing opportunities under the “America’s Patriotic Brand”
umbrella.
RAEK
Data, LLC.
On
September 30, 2025, we entered into a Membership Interest Purchase Agreement with RAEK Data, LLC to acquire a minority membership interest
in the entity. Pursuant to the agreement, we issued 200,000 shares of Series D Convertible Preferred Stock to RAEK Data, LLC in exchange
for its ownership interest. The shares were issued at a stated value of $7.50 per share, resulting in an aggregate transaction value
of $1,500,000. This transaction was accounted for as an equity acquisition, with the acquired interest recorded at fair
value on the acquisition date. The acquisition provides the Company with additional operational influence.
On
December 26, 2025, the Company exercised its option to purchase additional membership interests of RAEK pursuant to Section 1.06 of that
certain Minority Membership Interest Purchase Agreement. The Company purchased from RAEK additional membership interests in RAEK equal
to a fully diluted ownership interest percentage of two percent 2.0% (the “Additional Interests”). The purchase price for
the Additional Interests was $1,000,000 (the “Option Purchase Price”). The Company paid the Option Purchase Price in shares
of its Series D Convertible Preferred Stock, with a stated value of $7.50 per share. Based on such stated value, the Company delivered
133,334 shares of Series D Preferred (aggregate stated value $1,000,005), the additional $5.00 shall be documented as an administrative
fee for the transaction.
218
3rd Avenue Asset Acquisition
On
August 19, 2025, we entered into a Purchase and Sale Agreement with 218 LLC (the “Seller”) for the sale of an approximately
20,829 square foot four story commercial retail building located at 218 3rd Avenue North, Nashville, Tennessee 37201 (“218 3rd
Avenue”) for a sale price of $14.1 million. On September 15, 2025, we entered into a mutual termination agreement of the Purchase
Agreement. On the same day, we entered into a membership interest purchase agreement (the “MIPA”) to purchase all of the
outstanding membership interests in 218 3rd Avenue.
We
have agreed to pay Seller $14,100,000, the appraised value of 218 3rd Avenue, for all of the ownership interests in the Seller
in tranches over twelve months. Upon execution of the MIPA, we authorized the issuance of 280,000 shares of Series D Convertible Preferred
Stock, valued at $7.50 per share ($2,100,000 in value), for the purchase of 30% of the outstanding membership interests in the
Seller.
Further,
we shall pay the Seller $300,000 of the purchase price in three non-refundable $100,000 installments; the first installment shall be
payable 15 days following execution of the MIPA and shall purchase an additional 1% of the outstanding membership interests in the Seller;
the second installment shall be payable 45 days following execution of the Agreement and shall purchase an additional 1% of the outstanding
membership interests in the Seller; and the third installment shall be payable 75 days following execution of the Agreement and shall
purchase an additional 1% of the outstanding membership interests in the Seller.
In
addition, we executed a 12-month, 6% per annum promissory note in the amount of the $11,700,000 payable to the Seller. Seller may, from
time to time, convert a portion of principal and interest under the Note into tranches of 200,000 shares of the Company’s Series
D Convertible Preferred Stock (valued at $1,500,000) and simultaneously convert such preferred stock into 1,000,000 shares of Common
Stock and then sell such shares, or in other amounts that do not exceed a 4.99% beneficial ownership, and apply the proceeds towards
the principal and interest of the Note. Each conversion shall purchase an additional 1% ownership interest in Seller. We agreed to issue
to Seller an additional 18,800 shares of Series D Convertible Preferred Stock, valued at $141,000, as a convenience fee.
Damon
Note Purchase Agreement
On
August 22, 2025, the Company entered into a note purchase agreement (the “NPA”) with Streeterville Capital, LLC, a Utah limited
liability company (“Streeterville”), for the purchase by the Company of a portion of a certain $6,470,000 secured promissory
note dated June 26, 2024 (the “Damon Note”) in Damon, Inc., a British Columbia corporation (“Damon”) held by
Streeterville. Damon is a public company, registered as a foreign private issuer with the SEC, with its common shares traded on the OTCID
Basic Market under the symbol “DMNIF”.
Upon
the terms and conditions set forth in the NPA, Streeterville sold, transferred and assigned to the Company, and the Company agreed to
purchase from Streeterville, $2,000,000 of the Damon Note in consideration for the issuance to Streeterville of 2,000 shares of the Company’s
newly authorized Series E Preferred Stock, par value $0.001 per share. In the event the Company’s common stock is ever delisted
from Nasdaq, Streeterville will have the right to repurchase the portion of the purchased Damon Note from the Company in exchange for
cancellation of the shares of Series E Preferred Stock.
The
Damon Note is secured by certain collateral of Damon as set forth in the transaction documents between Streeterville and Damon. The Company
and Streeterville agreed that the security interest held in the collateral by Streeterville will be held pari passu for benefit of both
parties. Any and all rights, benefits and proceeds of the collateral will be shared pro rata by the Company and Streeterville (based
on the then-outstanding balances of the Damon Note and the portion of the Damon Note purchased by the Company). Any decision regarding
when, how and whether to pursue collections or other actions against Damon will be determined by Streeterville in consultation with the
Company. The Company covenanted and agreed that it will not pursue any collections or other action against Damon without Streeterville’s
consent.
Expansion
into New Business Categories
Expanding
Scope of Operations Activities by Brand Licensing
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. Along these lines, in February of 2026 we formed a new wholly-owned subsidiary, American
Rebel Licensing NIL I, Inc., to pursue licensing opportunities in fiscal 2026. 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.
Corporate
Summary
American
Rebel Holdings, Inc. was incorporated on December 15, 2014, in the State of Nevada and is authorized to issue 600,000,000 shares of $0.001
par value common stock (“Common Stock”) and 10,000,000 shares of $0.001 par value preferred stock (“Preferred Stock”).
The Company is setting out to establish itself as
“America’s Patriotic Brand.” American Rebel is a lifestyle brand that we believe presents our customers the opportunity
to express their values with the products they buy. We currently operate primarily as a designer, manufacturer and marketer of branded
safes and personal security and self-defense products. American Rebel acquired Champion Safe Company, Inc., a Utah corporation (“Champion
Safe”), and its associated entities on July 29, 2022. This acquisition dramatically grew the Company’s revenues and built
a solid base to position the Company for future growth. Additionally, the Company designs and produces branded apparel and accessories.
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 American Rebel Light Beer (“American Rebel Light”). The
beer industry in the United States is a more than $110 billion dollar market. American Rebel Light is America’s Patriotic,
God-Fearing, Constitution Loving, National Anthem Signing, Stand Your Ground Beer. Since its launch in September 2024, American Rebel
Light has rolled out in Tennessee, Connecticut, Kansas, Kentucky, Ohio, Iowa, Missouri, North Carolina, Florida, Indiana, Virginia and
Mississippi. American Rebel Light is a Premium Domestic Light Lager Beer – all-natural, crisp, clean and bold with a lighter feel.
At approximately 100 calories, 3.2 carbohydrates, and 4.3% alcoholic content per 12 oz serving, it delivers a lighter option for those
who love great beer but prefer a more balanced lifestyle. It’s brewed without added supplements and doesn’t contain corn,
rice, or other sweeteners typically found in mass-produced beers.
We believe 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.
The typical American Rebel customer loves their family, their country and their community. We believe the time is right for American Rebel
Light, we believe we have the right expertise, and we believe we have the right brand. We believe recent trends have revealed that beer
consumers want to express their values through their choice of beer. We believe that American Rebel Light will have a receptive target
audience for our product. American Rebel Light was the first product introduced on a regional basis. Consumers have been registering
their email addresses at www.AmericanRebelBeer.com to be notified when American Rebel Light is available in their local market.
In February of 2025, we began offering American Rebel Light online in 40 US States through our website.
Our safes have an established legacy of quality and
craftsmanship since Champion Safe was founded in 1999. 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.
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 in the United States. 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 our Chief Executive Officer, Charles
A. “Andy” Ross, Jr., 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 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 our customers
concealed and safe both inside and outside the home. American Rebel Safes protect our customers’ 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 our customers’
firearms utilizing American Rebel’s Proprietary Protection Pocket in its backpacks and apparel outside the home. Our concealed carry
product releases embrace the “concealed carry lifestyle” with a focus on personal security and defense.
The Company’s “concealed carry lifestyle”
motto refers to a set of products and a set of ideas around the emotional decision to carry a gun everywhere a customer goes. 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, we believe Harley-Davidson Motorcycle has come to symbolize freedom, rugged
individualism, excitement and a sense of “bad boy rebellion.” We believe American Rebel has significant potential for branded
products as a lifestyle brand. We believe our 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 of these opportunities is American
Rebel Beer, offering beer consumers a chance to celebrate life and celebrate freedom.
Material Business Operations
American Rebel Beer
On August 9, 2023, the Company 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 was launched regionally in September 2024 and is available in 40 US States through our website, www.americanrebelbeer.com.
Acquisition of Champion Entities
On June 29, 2022, the Company entered into a stock
and membership interest purchase agreement with Champion Safe, Superior Safe, LLC (“Superior Safe”), Safe Guard Security Products,
LLC (“Safe Guard”), Champion Safe De Mexico, S.A. de C.V. (“Champion Safe Mexico” and, together with Champion
Safe, Superior Safe, Safe Guard, and Champion Safe Mexico, collectively, the “Champion Entities”) and Mr. Ray Crosby (“Seller”)
(the “Champion Purchase Agreement”), pursuant to which the Company agreed to acquire all of the issued and outstanding capital
stock and membership interests of the Champion Entities from the Seller. This transaction was completed on July 29, 2022. We have included
the Champion Entities assets and liabilities as of that date and the subsequent financial activity through the date of this offering circular
in our consolidated financial statements which consist of the consolidated balance sheets, consolidated statement of operations, consolidated
statement of stockholders’ equity (deficit) and consolidated statement of cash flows (the “Consolidated Financial Statements”).
The Champion Entities have been integrated with our existing operations and are under the control of our management team.
The
closing contemplated by the Champion Purchase Agreement occurred on July 29, 2022. Under the terms of the Champion Purchase Agreement,
the Company paid the Seller (i) cash consideration in the amount of $9,150,000, along with (ii) cash deposits previously paid of $350,000,
and (iii) reimbursement to the Seller for $397,420 of agreed upon acquisitions and equipment purchases completed by the Seller and the
Champion Entities since June 30, 2021.
Our
Competition
Safes
– The North American safe industry is concentrated among a limited number of manufacturers. We compete on several key factors,
including product quality, safety, reliability, performance, features, brand awareness, and pricing. Our primary competitors include
Liberty Safe, Fort Knox Security Products, American Security, Sturdy Safe Company, Homeland Security Safes, and SentrySafe, in addition
to other domestic and international manufacturers.
We
also face competition from safes produced in China, including brands such as Steelwater and Alpha-Guardian. These imported safes were
subject to tariffs implemented under the previous administration of then-President Donald J. Trump and remained in place during the early
part of the Biden administration. With President Trump now re-elected for a second term as the 47th President of the United States, there
is renewed discussion surrounding enhanced tariff enforcement and additional trade protections, particularly against goods manufactured
in China and other non-USMCA nations.
We
believe that ongoing uncertainty surrounding global trade policy and the potential expansion of tariffs gives us a competitive advantage.
Unlike many of our competitors, we do not rely on the importation of safes from China. Our higher-end safes and vault doors are
made in the United States, at our Provo, Utah manufacturing facility, using USA-made steel, which we believe strongly appeals
to our customer base.
Our
middle and value-line safes are manufactured in Nogales, Mexico, under the Maquiladora Program. While the status of the
U.S.–Mexico–Canada Agreement (USMCA) and associated tariff exemptions remains under review by the current administration,
we continue to operate in compliance with established Maquiladora protocols and believe our nearshore production strategy mitigates exposure
to potential trade disruption.
We
view the use of American steel in all of our safe lines—regardless of whether final assembly occurs in the U.S. or Mexico—as
a key differentiator. American steel is widely recognized for its superior strength and durability, and rising material and labor costs
in Asia further erode the appeal of lower-cost Chinese imports. We believe this commitment to sourcing and manufacturing with domestic
materials positions American Rebel as a strong and patriotic alternative to imported safes.
Beer
- Strategic Growth Opportunity in a Crowded Beer Landscape
The
U.S. beer industry remains intensely competitive, dominated by large domestic and global brewers such as AB InBev and Molson Coors, along
with an ever-expanding roster of craft brewers. These players are continuously innovating across traditional and specialty categories—from
hard seltzers and flavored malt beverages to spirit-based RTDs and global import brands like Corona®, Heineken®, Modelo Especial®,
and Stella Artois®.
Despite
their scale and resources, American Rebel Light Beer is carving out a distinct and powerful space in the market by doing what others
can’t: pairing bold patriotic branding with an authentic “better-for-you” beer experience. Brewed with all-natural
ingredients—free of added corn, rice, and synthetic sweeteners—American Rebel Light Beer aligns with a growing consumer demand
trend. Several leading U.S. consumer product companies have recently announced new SKUs aimed at clean-label lifestyles, and our existing
formula already meets this demand head-on.
We
believe American Rebel’s value proposition extends well beyond shelf space:
American Rebel won’t be all things to all people,
and that’s by design. But in an industry saturated with sameness, we’re offering something bold, clear, and timely—and
we believe that’s the kind of differentiated message that will win in today’s market.
Our Competitive Strengths
We believe we are progressing toward long-term, sustainable
growth, and our business has — and our future success will be driven by — the following competitive strengths:
● Distinctive Patriotic
Brand Identity
American Rebel has cultivated
a bold, recognizable brand rooted in patriotism, personal security, and quintessential American values. Whether through advanced, American-made
safes or apparel and accessories, we deliver products that reflect the beliefs of our customers — protecting loved ones, standing
firm for the Constitution, and celebrating freedom. Our safes are equipped with improved designs, modern features, and accessory integration
that offer peace of mind and performance.
● Beer That Reflects
Values — and Consumer Demand
In the beverage space,
our American Rebel Light Beer was created to serve a massive yet underserved market segment: consumers seeking a clean, high-quality beer
that also reflects their values. Our can boldly proclaims what others don’t: God-Fearing, Constitution-Loving, National Anthem Singing,
and ‘Stand Your Ground’ Strong. At the same time, our formula gives us a competitive edge. Brewed with all-natural ingredients
— and none of the additives commonly found in mass-market beers like corn, rice, or sweeteners — it aligns perfectly with
the trend sweeping consumer packaged goods, where legacy brands are now introducing SKUs that eliminate these ingredients. We’re
already there.
● Fast-Growing Distribution
and Market Relevance
We’re accelerating
reach through a growing network of independent retailers and strategic chain rollouts, driven by patriotic brand appeal and grassroots
consumer enthusiasm. Our momentum is strengthened by national media campaigns, motorsport and music activations, and retailer enthusiasm
for a differentiated offering. While we won’t be all things to all people, we believe our product speaks powerfully to millions
— and that makes us highly competitive in an otherwise saturated industry.
● Expanding Loyalty and
Strategic Partner Network
By staying true to our
values and our community, we’re deepening engagement with customers and aligning with distributors, retailers, and business partners
who share our mission. We are building not just a consumer base, but a movement — and our brand sits at the center of that momentum.
●
Beverage Operations & Scalable Execution
We
believe our agreement with Associated Brewing gives American Rebel Beer a vital operational advantage, allowing us to enter the beer
market with speed, efficiency, and scale. Associated Brewing is a premier beverage partner providing turn-key production, logistics,
and operational expertise tailored to emerging and disruptive beverage brands. Their infrastructure and experience immediately positioned
American Rebel Beer for scalable growth, reducing barriers to market entry and allowing our team to focus on brand-building, distribution,
and strategic expansion. This foundational partnership enables us to maintain product quality, ensure operational consistency, and pursue
rapid market capture without traditional startup constraints.
●
Safe Product Design & Engineering Excellence
American
Rebel safes integrate time-tested, high-performance design features, such as Four-Way Active Boltworks that pin the door shut on all
four sides—surpassing the more common three-way systems found in competitor units. We also deliver category-leading value by offering
premium features like 12-gauge and heavier U.S.-made steel, often absent at similar price points. Our exterior aesthetic—sleek,
bold, and rugged—has earned our safes the nickname “safe with an attitude” from dealers nationwide. Champion and Superior
safes reflect decades of American craftsmanship. As we often say: Champion Safe — Built Up to a Standard, Not Down to a Price.
●
Safe Performance Designed for Real-World Threats
From
core construction to industry-grade reinforcements, our safes are engineered to withstand intrusion attempts and extreme conditions.
Key security specifications include:
● Double Plate Steel Door – 41⁄2” Thick
● Reinforced Door Edge – 7/16” Thick
● Double-Steel Door Casement
● Steel Walls – 11-Gauge
● Door Bolts – 11⁄4” Diameter
● Four-Way Active Boltworks (AR-50 to AR-12 models)
● Diamond-Embedded Armor Plate
These
features aren’t just specs—they’re the result of rigorous industry-standard testing and real-world functionality:
●
Our Brands Have Established Trust with Dealers & Consumers
Our
reputation for high-quality, dependable safe solutions is reinforced by consistent delivery performance, regulatory compliance, and proactive
merchandising support. Retailers trust our product to move. Consumers trust our product to protect.
●
Customer Satisfaction Built on Lifestyle Alignment
We’ve
created more than just a product line—we’ve cultivated an emotional connection to the brand. American Rebel symbolizes freedom,
individualism, and bold self-expression. That connection drives loyalty. It’s not just about selling safes. It’s about equipping
people with tools that reflect their beliefs and values
●
Proven Management Team & Seasoned Public Company Leadership
American
Rebel is led by a deeply experienced executive team with proven track records in public company governance, brand development, and operational
scale. Our founder and Chief Executive Officer, Charles A. “Andy” Ross, Jr., continues to be a driving force behind our brand’s
expansion and product focus—fusing patriotism, personal freedom, and bold identity into every corner of the Company. His vision
for American Rebel has shaped a product suite that resonates with customers nationwide.
Our
President and Chief Operating Officer, Corey Lambrecht, brings extensive public company leadership, financial strategy, and operational
acumen to the team. His success spans uplisting companies to major exchanges, negotiating complex financial and legal agreements, and
scaling businesses into national brands with nine-figure revenue. Corey’s oversight ensures that American Rebel maintains fiscal
discipline, retail alignment, and strategic velocity across all divisions—from safes to beverages.
To
fortify our financial oversight and compliance, Darin Fielding adds deep public accounting expertise and audit experience. His background
in regulatory standards and financial controls strengthens our commitment to transparency and governance, aligning with institutional
investor expectations.
Supporting
our safes division, Thomas Mihalek, CEO of Champion Safe Co., brings decades of operational and marketing success in the outdoor sporting
goods industry. His leadership reinforces our manufacturing excellence, dealer relationships, and market positioning in personal security
and sporting sectors.
On
the beverage side, we’ve welcomed James “Todd” Porter, a seasoned alcohol beverage executive with extensive experience
across the Midwestern and Southern U.S.—our priority regions for rollout. Todd’s hands-on knowledge of market dynamics, distributor
partnerships, and retail activation in core territories strengthens our go-to-market strategy and consumer engagement around American
Rebel Light Beer.
This
team blends visionary thinking with operational depth, positioning American Rebel for long-term scalability, category leadership, and
durable brand relevance. In partnership with Associated Brewing, our launch into beverages is supported by turnkey production and national
supply capabilities, allowing us to accelerate reach without compromising quality or brand integrity.
Growth
Strategy
American
Rebel Holdings, Inc. is focused on becoming a leading American brand at the intersection of personal security, patriotic lifestyle, and
consumer products. Our growth strategy leverages the renewed wave of American Patriotism, increased consumer preference for USA-made
goods, and the demand for brands that authentically reflect traditional values.
While
our legacy business in premium safes and personal security products remains a foundational component of our company, we have strategically
repositioned this business to improve scalability, market share, and operational efficiency. Concurrently, we are advancing aggressively
into the domestic beverage industry through the introduction of American Rebel Light Beer—a high-potential, lifestyle-driven brand
poised to disrupt the U.S. light beer market.
We have structured our growth strategy around three
core pillars:
1. Organic Growth in Core Markets – Scaling
Our Safe Business
Safes and secure storage solutions remain our anchor
business, contributing the majority of our current revenue. We have recently completed a comprehensive strategic repositioning of our
safe business—streamlining operations, refining our product lines, and introducing an optimized value-tier offering alongside our
premium Champion Safe series. These improvements, combined with enhanced manufacturing capabilities, are designed to enable us to meet
increased demand efficiently and at scale.
We believe our safe business is well-positioned to
grow revenues by 3x to 5x over the next few years. This outlook is supported by several tailwinds:
We are committed to growing our footprint through
both brick-and-mortar retail expansion and e-commerce, supported by our trusted distributor and dealer networks. Additionally, demand
for American Rebel branded lifestyle merchandise—including hats, T-shirts, hoodies, and other apparel—has significantly exceeded
our initial projections. We intend to expand these offerings and explore strategic licensing opportunities to meet increasing consumer
demand for products that reflect their lifestyle and values.
2. Strategic Acquisitions – Expanding Capabilities
and Reach
We continue to actively evaluate acquisition opportunities
that align with our long-term growth goals and offer synergies with our core competencies. This includes businesses that can:
● Expand our product offerings or entry into complementary verticals.
● Strengthen our retail and distribution network.
● Enhance our manufacturing capabilities and production scalability.
Each acquisition target is measured against our core
principles: value creation, operational integration, and enhancement of shareholder returns. These acquisitions may include both safe-related
operations and new strategic categories.
3. Expanding into High-Growth Consumer Categories
– American Rebel Light Beer
Our most transformative growth opportunity lies in
our expansion into the U.S. light beer market through the launch of American Rebel Light Beer. This entry is more than just a product
extension—it is a brand-defining initiative built to meet the growing demand for patriotic, “Better For You,” authentically
American-made consumer products.
The U.S. beer market in 2023–2024 was estimated
at $118 to $122 billion annually (Source: Beer Institute, Brewers Association, Statista), with non-craft light, regular, and import beers
accounting for more than $93 billion. Light beer alone represents between 43% to 50% of total U.S. beer consumption, equivalent to approximately
2.6 to 3.0 billion gallons annually.
Key light beer brands currently include:
● Busch Light®
● Michelob Ultra®
● Miller Lite®
● Coors Light®
● Bud Light®
However,
recent consumer sentiment has created a clear void in the domestic light beer market. Consumers are increasingly seeking alternatives—brands
that reflect their values, support U.S. manufacturing, and are positioned as “healthier” or “Better For You”
without compromising on taste or authenticity. American Rebel Light Beer directly addresses this underserved segment with:
● A strong Patriotic identity
● All-natural ingredients sourced from the USA
● A lifestyle-focused brand message
● A lighter, “Better For You” profile
This
product is positioned similarly to other recent beverage market disruptors such as Black Rifle Coffee Company®, Poppi®, and Liquid
Death®, which successfully scaled by targeting emotionally connected consumers underserved by legacy brands.
We
believe American Rebel Light Beer is on a pathway to become a major national brand. Achieving even a modest 2% to 3% market share of
the U.S. light beer segment would translate to an estimated $500 million to $700 million in annual revenue. This opportunity is supported
by:
Out
multi-faceted growth strategy positions American Rebel for long-term success by:
● Executing disciplined acquisitions that build enterprise value.
We
believe we are building more than a product portfolio—we are building a platform for American consumers who want quality, authenticity,
and patriotism reflected in the brands they support. Our approach is rooted in strategic execution, operational excellence, and delivering
long-term shareholder value.
Our
Risks and Challenges
Our
prospects should be considered in light of the risks, uncertainties, expenses and difficulties frequently encountered by similar companies.
Our ability to realize our business objectives and execute our strategies is subject to risks and uncertainties, including, among others,
the following:
● our inability to effectively meet our short- and long-term obligations;
● our inability to raise additional financing for working capital;
● significant dilution resulting from our financing activities;
● the actions and initiatives taken by both current and potential competitors;
● our ability to diversify our operations;
● the inability to efficiently manage our operations;
● the inability to achieve future operating results;
● the unavailability of funds for capital expenditures;
In
addition, we face other risks and uncertainties that may materially affect our business prospects, financial condition, and results of
operations. You should consider the risks discussed in “Risk Factors” and elsewhere in this offering circular before investing
in our securities.
Legal
Proceedings
Various
claims and lawsuits, incidental to the ordinary course of our business, may be brought against the Company from time-to-time. Litigation is subject to inherent uncertainties, and an adverse result in the matters below or other matters may arise from time to time
that may harm our business.
Corporate
History
The
Company was incorporated on December 15, 2014, under the laws of the State of Nevada, as CubeScape, Inc. Effective January 5, 2017, the