Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. _____________)
American Rebel Holdings Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
02919L307
(CUSIP Number)
Keith A. Rosenbaum
ONSIDE ADVISORY LLC
9272 Jeronimo Road, #114
Irvine, California 92618
949-215-0070
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
24 July 2024
(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 Rule 13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
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
CUSIP No. 02919L307
| 1 |
Name of Reporting Person: I.R.S. Identification Nos. of Above Person (entities only):
Kingdom Building Inc. 26-1631644 |
| 2 |
Check the Appropriate Box if a Member of a Group (See Instructions): (a) — (b) — |
| 3 |
SEC Use Only:
|
| 4 |
Source of Funds (See Instruction):
OO |
| 5 |
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):
|
| 6 |
Citizenship or Place of Organization:
California, USA |
|
Number of Shares Beneficially Owned by Each Reporting Person With
|
7
|
Sole Voting Power: 2,232,143
|
|
8
|
Shared Voting Power: —
| |
|
9
|
Sole Dispositive Power: 2,232,143
| |
|
10
|
Shared Dispositive Power —
|
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person:
2,232,143 |
| 12 |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
— |
| 13 |
Percent of Class Represented by Amount in Row (11):
27.3%1 |
| 14 |
Type of Reporting Person (See Instructions):
CO |
1 Based on 8,179,786 shares of Common Stock outstanding as of 24 July 2024, as reported by the Issuer and confirmed by the Issuer’s transfer agent.
| 2 |
SCHEDULE 13D
Item 1. Security and Issuer.
This Schedule 13D relates to the common stock, $0.001 par value (the “Common Stock”), of American Rebel Holdings Inc., a Nevada corporation (the “Issuer”). The Issuer’s principal executive offices are located at 5115 Maryland Way, Suite 303, Brentwood, Tennessee, 37027. Its telephone number is (833) 267-3235.
Item 2. Identity and Background.
(a) This Schedule 13D is being filed on behalf of KINGDOM BUILDING INC., a California corporation (the “Reporting Person”).
(b) The principal business address for the Reporting Person is 572 Hidden Ridge Court, Encinitas, California, 92024.
(c) The name, business address, and present principal occupation or employment of each of the executive officers and directors of the Reporting Person is as follows:
Edward Haberfield; CEO and Chairman of the Reporting Person
572 Hidden Ridge Court, Encinitas, California, 92024
Mr. Haberfield is a citizen of the United States.
(d) The principal business of the Reporting Person is investments.
(e) During the last five years, neither the Reporting Person nor its executive officers and directors named in subparagraph (c), above: (i) have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) 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) The Reporting Person is a California corporation.
Item 3. Source and Amount of Funds or Other Consideration.
The Reporting Person used, and exchanged, 133,334 shares of Series D Convertible Preferred Stock previously issued to it by the Issuer (for which the Reporting Person paid cash) to make the purchase of the Common Stock listed in Item 1, above.
Item 4. Purpose of Transaction.
On 10 July 2024, the Reporting Person entered into a Conversion Agreement (the “Conversion Agreement”) with the Issuer, pursuant to which the Reporting Person agreed to convert the 133,334 shares of Series D Convertible Preferred Stock it held into the 2,232,143 shares of Common Stock for which this Schedule 13D is being filed. The shares of Common Stock were priced at $0.448 per share, which price represented the closing price for the Issuer’s Common Stock on NASDAQ for the day immediately preceding the date of the Conversion Agreement. The foregoing summary of the Conversion Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Conversion Agreement, which is filed as Exhibit A and incorporated herein by reference.
| 3 |
The Reporting Person holds the Common Stock of the Issuer for investment purposes. The Reporting Person may, from time-to-time, acquire additional shares of Common Stock and/or retain and/or sell all or a portion of the shares of Common Stock held by the Reporting Person in the open market or in privately negotiated transactions, and/or may distribute the Common Stock held by the Reporting Person to other entities. Any actions the Reporting Person might undertake will be dependent upon the Reporting Person’s review of numerous factors, including, among other things, the price levels of the Common Stock, general market and economic conditions, ongoing evaluation of the Issuer’s business, financial condition, operations and prospects, the relative attractiveness of alternative business and investment opportunities, investor’s need for liquidity, and other future developments. Any future acquisitions of Common Stock will be subject to the Issuer’s policies, including its insider trading policy, as applicable.
Except as otherwise described in this Item 4, the Reporting Person has no present plans, proposals, or intentions which would result in or relate to any of the matters or transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D (although the Reporting Person reserves the right to formulate specific plans and proposals with respect to, or change its intentions regarding, any or all of the foregoing).
Item 5. Interests in Securities of the Issuer
The information contained in Item 3, above, is incorporated herein by this reference.
(a,b) As of the date of this Schedule 13D, the Reporting Person owns 2,232,143 shares of Common Stock, which constitutes 27.3% of the outstanding Common Stock.
(c) Except as set forth in this Schedule 13D, neither the Reporting Person, nor any of its executive officers and directors named in subparagraph (c) of Item 2, above, has effected any transactions with respect to the shares of the Common Stock during the past 60-days.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
On 10 July 2024, the Reporting Person and the Issuer entered into the Conversion Agreement described in Item 4, above, The Conversion Agreement is filed as Exhibit A hereto and incorporated by herein reference.
Item 7. Exhibits
| 4 |
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.
| Date: 19 August 2024 | KINGDOM BUILDING INC. | |
| BY: | /s/ Edward Haberfield | |
| NAME: | Edward Haberfield | |
| TITLE: | CEO | |
| 5 |