United States securities and exchange commission logo





                             December 8, 2023

       Doug Grau
       President
       AMERICAN REBEL HOLDINGS INC
       909 18th Avenue South, Suite A
       Nashville, Tennessee 37212

                                                        Re: AMERICAN REBEL
HOLDINGS INC
                                                            Offering Statement
on Form 1-A
                                                            File No. 024-12357
                                                            Filed on November
13, 2023

       Dear Doug Grau:

                                                        We have reviewed your
offering statement and have the following comment(s).

               Please respond to this letter by amending your offering
statement and providing the
       requested information. If you do not believe a comment applies to your
facts and circumstances
       or do not believe an amendment is appropriate, please tell us why in
your response. After
       reviewing any amendment to your offering statement and the information
you provide in
       response to this letter, we may have additional comments.

       Offering Statement on Form 1-A filed November 13, 2023

       General

   1.                                                   Revise your offering
circular, including the cover page, to clearly disclose that the
                                                        securities you are
offering and seeking to qualify under Regulation A to include the
                                                        Common Stock available
upon conversion of the Series C Redeemable
                                                        Convertible Preferred
Stock. State the maximum amount of securities issuable upon the
                                                        conversion of any
convertible securities and the fixed rate at which such conversion will
                                                        occur. Your revisions
should include updating the tabular disclosure on your cover page
                                                        showing the "Securities
Offered by the Company" and revising Item 4 of Part I of your
                                                        Form 1-A offering
statement.
   2.                                                   We note your Form 8-K
filed on October 27, 2023 concerning the notification of potential
                                                        delisting from the
Nasdaq Stock Market LLC. Please revise to include relevant disclosure
                                                        concerning the
notification.
 Doug Grau
FirstName LastNameDoug   Grau INC
AMERICAN     REBEL HOLDINGS
Comapany8,
December  NameAMERICAN
             2023           REBEL HOLDINGS INC
December
Page 2    8, 2023 Page 2
FirstName LastName
Plan of Distribution
Exchange Listing, page 81

3.       We note your disclosure here and on the cover page that you intend to
apply to have the
         Series C Preferred Stock listed on the Nasdaq Capital Market. We also
note on page 26
         your disclosure that you have no current plans to pursue a public
market for the Series C
         Preferred Stock. Please revise or advise.
Forum Selection Provision, page 87

4.       We note your disclosure that the subscription agreement contains an
exclusive forum
         provision. It does not appear Exhibit 4.1 contains an exclusive forum
provision. Please
         revise or advise. If the subscription agreement does contain an
exclusive forum provision,
         please revise to include appropriate risk factor disclosure.
Exhibits

5.       We note a number of exhibits that are not text-searchable. Please
refile your exhibits in
         the proper text-searchable format. Please refer to Section 5.2.3.6 of
the EDGAR Filer
         Manual (Volume II) and Item 301 of Regulation S-T.
        We will consider qualifying your offering statement at your request. If
a participant in
your offering is required to clear its compensation arrangements with FINRA,
please have
FINRA advise us that it has no objections to the compensation arrangements
prior to
qualification.

        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff. We also remind you that, following qualification of your
Form 1-A, Rule 257
of Regulation A requires you to file periodic and current reports, including a
Form 1-K which
will be due within 120 calendar days after the end of the fiscal year covered
by the report.

       Please contact Patrick Fullem at 202-551-8337 or Jay Ingram at
202-551-3397 with any
other questions.



                                                               Sincerely,

                                                               Division of
Corporation Finance
                                                               Office of
Manufacturing