EF Hutton,
Division of Benchmark Investments, LLC
590 Madison Avenue, 39th Floor
New York, NY 10022
February 3, 2022
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
| Re: | American Rebel Holdings, Inc. Registration Statement on Form S-1, as amended Initially Filed November 1, 2021 File No. 333-260646 |
Ladies and Gentlemen:
In accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), EF Hutton, division of Benchmark Investments, LLC, as representative of the several underwriters, hereby joins American Rebel Holdings, Inc. (the “Company”) in requesting that the Securities and Exchange Commission take appropriate action to cause the Registration Statement on Form S-1, as amended (File No. 333-260646) (the “Registration Statement”), to become effective on Friday, February 4, 2022, at 5:00 p.m., Eastern Time, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Lucosky Brookman LLP, request by telephone that such Registration Statement be declared effective.
Pursuant to Rule 460 of the General Rules and Regulations of the Securities and Exchange Commission under the Act, we wish to advise you that copies of the Company’s Preliminary Prospectus, dated February 3, 2022, were furnished to the prospective underwriter and distributed by the underwriter approximately as follows through the date hereof: 400+ copies to prospective underwriters, institutional investors, dealers and others.
The undersigned advises that it has complied and will continue to comply, and that it has been informed by the participating underwriters and dealers that they have complied with and will continue to comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
| Very truly yours, | ||
| EF HUTTON, | ||
| division of Benchmark Investments, LLC | ||
| By: | /s/ Sam Fleischman | |
| Name: | Sam Fleischman | |
| Title: | Supervisory Principal | |
