SEC FORM 5

SEC FORM 5 SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Kingdom Building, Inc.

(Last)

(First)

(Middle)

572 HIDDEN RIDGE COURT

(Street)

ENCINITAS,

92024

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
AMERICAN REBEL HOLDINGS INC [ AREB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/10/2024		C4	2,232,143	A	$0.448	0	D
Common Stock	08/23/2024		S4	86,023	D	$0.5094	0	D
Common Stock	08/23/2024		S4	56,598	D	$0.5013	0	D
Common Stock	08/23/2024		S4	13,977	D	$0.4934	0	D
Common Stock	08/26/2024		S4	121,599	D	$0.5009	0	D
Common Stock	08/27/2024		S4	20,963	D	$0.5	0	D
Common Stock	08/28/2024		S4	9,043	D	$0.5003	0	D
Common Stock	08/29/2024		S4	109,757	D	$0.4829	0	D
Common Stock	08/30/2024		S4	10,080	D	$0.48	0	D
Common Stock	09/03/2024		S4	71,658	D	$0.4801	0	D
Common Stock	09/04/2024		S4	90,512	D	$0.4802	0	D
Common Stock	09/05/2024		S4	139,002	D	$0.4801	0	D
Common Stock	09/06/2024		S4	47,489	D	$0.4801	0	D
Common Stock	09/09/2024		S4	279	D	$0.4801	0	D
Common Stock	09/12/2024		S4	170,180	D	$0.5001	0	D
Common Stock	09/13/2024		S4	115,800	D	$0.5003	0	D
Common Stock	09/16/2024		S4	9,665	D	$0.5	0	D
Common Stock	09/17/2024		S4	142,033	D	$0.4902	0	D
Common Stock	09/18/2024		S4	59,164	D	$0.4901	0	D
Common Stock	09/19/2024		S4	33,674	D	$0.4907	0	D
Common Stock	09/20/2024		S4	7,290	D	$0.49	0	D
Common Stock	09/23/2024		S4	3,763	D	$0.49	0	D
Common Stock	09/24/2024		S4	140,824	D	$0.4914	0	D
Common Stock	09/25/2024		S4	56,097	D	$0.4907	0	D
Common Stock	09/26/2024		S4	19,874	D	$0.49	0	D
Common Stock	09/30/2024		S4	696,799	D	$0.5295	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series D Convertible Preferred Stock	$1.5	05/24/2024		4P	35,000		05/24/2024	⁽¹⁾	Common Stock	175,000	⁽³⁾	88,834	D
Series D Convertible Preferred Stock	$1.5	10/01/2024		4P	53,334		10/01/2024	⁽¹⁾	Common Stock	266,670	⁽²⁾	88,834	D

Explanation of Responses:

1. The Series D Convertible Preferred Stock did not have an expiration date but did have a Forced Conversion Clause where if the closing sale price of Common Shares during the ten consecutive trading day period ending and including the applicable Forced Conversion Notice Date (as defined in the Certificate of Designation to the Series D Convertible Preferred Stock) has been at or above $2.25 per share, then American Rebel Holdings Inc. shall have the right to require the Reporting Persons to convert all, or any portion of, the Series D Convertible Preferred Stock held by such Holder for Common Shares in accordance with this Section 3(b) of the Certificate of Designation to the Series D Convertible Preferred Stock on the Forced Conversion Date.

2. Issued pursuant to a Settlement Agreement on October 1, 2024, by and between the Reporting Person and the Issuer.

3. Issued pursuant to a Consulting Agreement dated May 24th, 2024, by and between the Reporting Person and the Issuer.

Remarks:

The Reporting Person is filing this Form 5 to properly disclose all transactions that occurred during 2024, but that the Reporting Person did not report earlier on a Form 4; this Form 5 provides the proper disclosure of the Reporting Person's changes in ownership of the Issuer's securities during 2024.

	/S/ Edward Haberfield, CEO	02/10/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

SEC Form 5 filed by Kingdom Building, Inc.