Amendment: SEC Form SCHEDULE 13D/A filed by American Rebel Holdings Inc.
$AREB
Plastic Products
Industrials
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)
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American Rebel Holdings Inc. (Name of Issuer) |
Common Stock (Title of Class of Securities) |
02919L307 (CUSIP Number) |
Louis Taubman, Esq. 950 Third Avenue, 19th Floor, New York, NY, 10022 (917) 512-0827 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
01/10/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 02919L307 |
| 1 |
Name of reporting person
Kingdom Building, Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
CALIFORNIA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
187,384.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
3.13 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock |
| (b) | Name of Issuer:
American Rebel Holdings Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
5115 Maryland Way, Suite 303, Brentwood,
TENNESSEE
, 37027. |
| Item 2. | Identity and Background |
| (a) | Kingdom Building, Inc. |
| (b) | 572 Hidden Ridge Court, Encinitas, California, 92024 |
| (c) | Edward Haberfield and Danielle Haberfield, Trustees of The Haberfield Family Trust dated May 17, 2017, own 100% equity interest in KBI. As co-trustees, Edward Haberfield and Danielle Haberfield share voting control over the shares of the Issuer held by KBI. Edward Haberfield is the CEO and Chairman of the Reporting Person, 572 Hidden Ridge Court, Encinitas, California, 92024. The principal business of the Reporting Person is investments. |
| (d) | During the last five years, neither the Reporting Person nor its executive officers and directors named in subparagraph (c), above have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | During the last five years, neither the Reporting Person nor its executive officers and directors named in subparagraph (c), above have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (f) | Mr. Haberfield and Mrs. Haberfield are citizens of the United States. |
| Item 3. | Source and Amount of Funds or Other Consideration |
35,000 shares of Preferred Stock were issued pursuant to a Settlement Agreement on October 1, 2024, by and between the Reporting Person and the Issuer. 53,334 shares of Preferred Stock were issued pursuant to a Consulting Agreement dated May 24th, 2024, by and between the Reporting Person and the Issuer. On February 10, 2025, the Reporting Person converted the Preferred Stock into Common Stock of the Issuer. | |
| Item 4. | Purpose of Transaction |
Item 4 of this Schedule 13D is amended by adding the following: The Reporting Person is filing this Amendment No. 6 to include conversions of the Reporting Persons Preferred Stock holdings into Common Stock of the Issuer and acquisitions of Preferred Stock. Additionally, this Amendment No. 6 is amending a misstated figure in Amendment No. 5. In Amendment No. 5 the Reporting Person overstated his potential holdings under the OID Note; as disclosed in Amendment No. 5, the OID Note is not convertible into 43,000 shares of Preferred Stock and 215,000 shares of Common Stock. This figure is the reserve amount contained within the OID Note and should state 14,333 shares of Preferred Stock and 71,667 shares of Common Stock, respectively. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | As of April 22, 2025, the Reporting Person owned 100,104 shares of Common Stock and 17,456 shares of Preferred Stock, which can be converted into 87,280 shares of Common Stock. |
| (b) | See (a). |
| (c) | On February 10, 2025, the Reporting Person converted 88,334 shares of Series D Convertible Preferred Stock into 441,670 shares of Common Stock of the Issuer. |
| (d) | Not applicable. |
| (e) | April 15, 2025 |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
The Reporting Person received the Preferred Stock pursuant to a Settlement Agreement dated October 1, 2024, by and between the Reporting Person and the Issuer, and a Consulting Agreement dated May 24th, 2024, by and between the Reporting Person and the Issuer. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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