{"schema_version":"secwatch.filing_event.v1","accession":"0001493152-26-003143","form_type":"8-K","ticker":"AREB","cik":"0001648087","company_name":"AMERICAN REBEL HOLDINGS INC","filed_at":"2026-01-22T23:59:59+00:00","discovered_at":"2026-05-14T18:02:35.748235+00:00","generated_at":"2026-05-16T08:47:13.965536+00:00","sec_items":["1.01","2.03","3.02","3.03","5.03","7.01","9.01"],"event_type":"other_material","sentiment":"negative","materiality_score":0.7,"calibrated_materiality_score":0.7,"confidence":"high","headline":"American Rebel sets 1:20 reverse stock split for Feb 2, 2026; secures $181,700 debt","bullets":["Reverse split at 1-for-20 effective 12:00 AM ET on Feb 2, 2026; no fractional shares, round lot holders of 100+ shares retain minimum 100.","New $181,700 note from 1800 Diagonal yields $150,000 net; 15 monthly payments totaling $215,768, with 22% default interest and conversion at 25% discount.","Streeterville exchanges $115,000 note for 351,789 shares; Silverback amendment lowers conversion floor price to $0.31 per share.","Multiple debt-for-equity conversions in January: 133,333 shares (Jan 14), 100,000 (Jan 15), 132,031 and 157,330 (Jan 16), and 382,000 to SCC (Jan 20).","Split intended to regain Nasdaq $1.00 bid price compliance; company states no deficiency notice received or expected."],"urls":{"canonical":"https://secwatch.observer/filing/0001493152-26-003143","json":"https://secwatch.observer/filing/0001493152-26-003143.json","markdown":"https://secwatch.observer/filing/0001493152-26-003143.md","text":"https://secwatch.observer/filing/0001493152-26-003143.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1648087/000149315226003143/0001493152-26-003143-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1648087/000149315226003143/form8-k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-16T08:47:13.965536+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"c82c260edf35c4e8e955071c417efa67d79fb249","claim":"AMERICAN REBEL HOLDINGS INC incurred loan of $181,700 with 1800 Diagonal Lending, LLC.","evidence_excerpt":"the Lender made a loan to the Company, evidenced by a promissory note in the principal amount of $181,700","evidence_source":"SEC 8-K Item 2.03/2.04","evidence_url":"https://www.sec.gov/Archives/edgar/data/1648087/000149315226003143/0001493152-26-003143-index.htm","confidence":0.9},{"claim_id":"def6ec05d4136175d95f2b673011d83465f7968f","claim":"AMERICAN REBEL HOLDINGS INC: Approved a Certificate of Amendment to effect a 1-for-20 reverse stock split of common stock (effective 2026-02-02).","evidence_excerpt":"the Board set the Reverse Stock Split ratio at 1-for-20 and approved and authorized the filing of the Certificate of Amendment on January 13, 2026, with the Certificate of Amendment to become effective as of 12:00 a.m., Eastern Time, on February 2, 2026","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1648087/000149315226003143/0001493152-26-003143-index.htm","confidence":0.9},{"claim_id":"185345df68ee38a343193ab6876100ea0221e8bf","claim":"AMERICAN REBEL HOLDINGS INC amended Amendment with Silverback Capital Corporation (effective 2026-01-20).","evidence_excerpt":"On January 20, 2026, the Company entered into a second Amendment to Settlement Agreement and Stipulation (the “Amendment”) with Silverback Capital Corporation (“SCC”), which amended that certain Settlement Agreement and Stipulation dated as of October 28, 2025 (the “Settlement Agreement”).","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1648087/000149315226003143/0001493152-26-003143-index.htm","confidence":0.9},{"claim_id":"1c2a2c34b283a8c3a32e157fe884dc718c9f8972","claim":"AMERICAN REBEL HOLDINGS INC entered into Securities Purchase Agreement with 1800 Diagonal Lending, LLC valued at $181,700 (effective 2026-01-15).","evidence_excerpt":"On January 15, 2026, the Company entered into a Securities Purchase Agreement with 1800 Diagonal Lending, LLC, an accredited investor (the “Lender”), pursuant to which the Lender made a loan to the Company, evidenced by a promissory note in the principal amount of $181,700 (the “Note”).","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1648087/000149315226003143/0001493152-26-003143-index.htm","confidence":0.9},{"claim_id":"9bb9b76548987d52f3027f1ca63caf00ccec38c4","claim":"AMERICAN REBEL HOLDINGS INC entered into Exchange with Streeterville Capital, LLC valued at $115,000 (effective 2026-01-16).","evidence_excerpt":"On January 16, 2026, the Company entered into a third Exchange Agreement (the “Exchange”) with Streeterville Capital, LLC (“Streeterville”).","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1648087/000149315226003143/0001493152-26-003143-index.htm","confidence":0.9}],"comparable_filings":[{"accession":"0001104659-26-068595","ticker":"ZSPC","company_name":"zSpace, Inc.","filed_at":"2026-06-01T12:00:56+00:00","headline":"zSpace restructures $12M debt via equity conversion; creates Series P-2 preferred","event_type":"other_material","sec_items":["1.01","1.02","2.03","3.02","5.03","9.01"],"materiality_score":0.8,"calibrated_materiality_score":0.8,"match_reasons":["same fact type: debt_financing, governance_change","same SEC item: 1.01, 2.03, 3.02, 5.03, 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-26-068595","json":"https://secwatch.observer/filing/0001104659-26-068595.json","markdown":"https://secwatch.observer/filing/0001104659-26-068595.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1637147/000110465926068595/0001104659-26-068595-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1637147/000110465926068595/tm2616116d1_8k.htm"},"side_by_side_evidence":{"fact_type":"debt_financing","source_excerpt":"the Lender made a loan to the Company, evidenced by a promissory note in the principal amount of $181,700","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1648087/000149315226003143/0001493152-26-003143-index.htm","comparable_excerpt":"Simultaneously, the Second Note (as reduced by the converted amounts described above) was amended effective as of the Closing Date (as so amended, the “Amended Note”). Under the Amended Note, 3i will be subject to a nine (9)-month conversion moratorium during which it may not exercise any conversion right. Commencing on the date that is nine (9) months after the Closing Date, the Company will be obligated to repay the Amended Note in nine (9) equal consecutive monthly installments of combined principal, interest and Make-Whole Amounts (as defined in the Amended Note), with the final installment due eighteen (18) months after the Closing Date.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1637147/000110465926068595/0001104659-26-068595-index.htm"}},{"accession":"0001104659-26-068521","ticker":"FDXF","company_name":"FedEx Freight Holding Company, Inc.","filed_at":"2026-06-01T10:46:03+00:00","headline":"FedEx Freight completes spin-off from FedEx; $600M drawn, new board and executives appointed","event_type":"other_material","sec_items":["1.01","2.03","3.03","5.03","5.01","5.02","5.05","8.01","9.01"],"materiality_score":0.75,"calibrated_materiality_score":0.75,"match_reasons":["same fact type: debt_financing, governance_change","same SEC item: 1.01, 2.03, 3.03, 5.03, 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-26-068521","json":"https://secwatch.observer/filing/0001104659-26-068521.json","markdown":"https://secwatch.observer/filing/0001104659-26-068521.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/2082247/000110465926068521/0001104659-26-068521-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/2082247/000110465926068521/tm2615735d2_8k.htm"},"side_by_side_evidence":{"fact_type":"debt_financing","source_excerpt":"the Lender made a loan to the Company, evidenced by a promissory note in the principal amount of $181,700","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1648087/000149315226003143/0001493152-26-003143-index.htm","comparable_excerpt":"On May 27, 2026, the Company drew down the full $600 million available under the Term Loan Facility.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/2082247/000110465926068521/0001104659-26-068521-index.htm"}},{"accession":"0001104659-26-066610","ticker":"BNBX","company_name":"BNB PLUS CORP.","filed_at":"2026-05-27T12:15:32+00:00","headline":"BNB Plus Corp. raises up to $5M in convertible preferred equity private placement and warrant inducement","event_type":"other_material","sec_items":["1.01","5.03","3.02","3.03","7.01","9.01"],"materiality_score":0.75,"calibrated_materiality_score":0.75,"match_reasons":["same fact type: governance_change","same SEC item: 1.01, 3.02, 3.03, 5.03, 7.01, 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-26-066610","json":"https://secwatch.observer/filing/0001104659-26-066610.json","markdown":"https://secwatch.observer/filing/0001104659-26-066610.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/744452/000110465926066610/0001104659-26-066610-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/744452/000110465926066610/tm2615620d1_8k.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"the Board set the Reverse Stock Split ratio at 1-for-20 and approved and authorized the filing of the Certificate of Amendment on January 13, 2026, with the Certificate of Amendment to become effective as of 12:00 a.m., Eastern Time, on February 2, 2026","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1648087/000149315226003143/0001493152-26-003143-index.htm","comparable_excerpt":"In connection with the Offering, the Company’s Board of Directors (the “Board”) approved a certificate of designation (the “Series B-1 Certificate of Designation”) fixing the voting powers, designations, preferences and rights and the qualifications, limitations or restrictions of Series B-1 Convertible Preferred Stock, par value $0.001 per share (the “Series B-1 Preferred Stock”), a newly created series of preferred stock of the Company, which became effective upon its filing with the Secretary of State of the State of Delaware on May 26, 2026.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/744452/000110465926066610/0001104659-26-066610-index.htm"}},{"accession":"0001185185-26-002273","ticker":"DGAC","company_name":"DISCIPLINED GROWTH ACQUISITION Corp","filed_at":"2026-06-01T20:15:34+00:00","headline":"Disciplined Growth Acquisition Corp. closes $150M IPO on NYSE","event_type":"other_material","sec_items":["1.01","3.02","5.02","5.03","8.01","9.01"],"materiality_score":0.75,"calibrated_materiality_score":0.75,"match_reasons":["same fact type: governance_change, material_agreement","same SEC item: 1.01, 3.02, 5.03, 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001185185-26-002273","json":"https://secwatch.observer/filing/0001185185-26-002273.json","markdown":"https://secwatch.observer/filing/0001185185-26-002273.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/2111038/000118518526002273/0001185185-26-002273-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/2111038/000118518526002273/dgac8k052926.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"the Board set the Reverse Stock Split ratio at 1-for-20 and approved and authorized the filing of the Certificate of Amendment on January 13, 2026, with the Certificate of Amendment to become effective as of 12:00 a.m., Eastern Time, on February 2, 2026","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1648087/000149315226003143/0001493152-26-003143-index.htm","comparable_excerpt":"On May 26, 2026, in connection with the IPO, the Company filed its amended and restated memorandum and articles of association (the “Amended and Restated Memorandum and Articles of Association”) with the Cayman Islands Registrar of Companies, which was effective on May 26, 2026.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/2111038/000118518526002273/0001185185-26-002273-index.htm"}},{"accession":"0001213900-26-063832","ticker":"USAR","company_name":"USA Rare Earth, Inc.","filed_at":"2026-06-02T13:14:30+00:00","headline":"USA Rare Earth selects South Carolina for $1.2B magnet facility; 490 jobs, 6,400 tpa capacity","event_type":"other_material","sec_items":["1.01","2.03","7.01","9.01"],"materiality_score":0.8,"calibrated_materiality_score":0.8,"match_reasons":["same fact type: material_agreement","same SEC item: 1.01, 2.03, 7.01, 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001213900-26-063832","json":"https://secwatch.observer/filing/0001213900-26-063832.json","markdown":"https://secwatch.observer/filing/0001213900-26-063832.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1970622/000121390026063832/0001213900-26-063832-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1970622/000121390026063832/ea0293127-8k_usarare.htm"},"side_by_side_evidence":{"fact_type":"material_agreement","source_excerpt":"On January 20, 2026, the Company entered into a second Amendment to Settlement Agreement and Stipulation (the “Amendment”) with Silverback Capital Corporation (“SCC”), which amended that certain Settlement Agreement and Stipulation dated as of October 28, 2025 (the “Settlement Agreement”).","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1648087/000149315226003143/0001493152-26-003143-index.htm","comparable_excerpt":"On June 1, 2026, USA Rare Earth, Inc. (the “Company”) entered into a Lease Agreement (the “Lease”) with TC Liberty Development, LLC, a Delaware limited liability company (“Landlord”), for the lease of a to-be-constructed specialty rare earth magnet manufacturing facility located on Bear Den Road in Blacksburg, Cherokee County, South Carolina (the “Premises”).","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1970622/000121390026063832/0001213900-26-063832-index.htm"}},{"accession":"0001437749-26-018930","ticker":"CPSH","company_name":"CPS TECHNOLOGIES CORP/DE/","filed_at":"2026-06-01T13:35:50+00:00","headline":"CPS Technologies closes $9.6M registered direct offering of 1.2M shares at $8.00/share","event_type":"other_material","sec_items":["1.01","5.03","8.01","9.01"],"materiality_score":0.6,"calibrated_materiality_score":0.6,"match_reasons":["same fact type: governance_change, material_agreement","same SEC item: 1.01, 5.03, 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001437749-26-018930","json":"https://secwatch.observer/filing/0001437749-26-018930.json","markdown":"https://secwatch.observer/filing/0001437749-26-018930.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/814676/000143774926018930/0001437749-26-018930-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/814676/000143774926018930/cpsh20260528_8k.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"the Board set the Reverse Stock Split ratio at 1-for-20 and approved and authorized the filing of the Certificate of Amendment on January 13, 2026, with the Certificate of Amendment to become effective as of 12:00 a.m., Eastern Time, on February 2, 2026","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1648087/000149315226003143/0001493152-26-003143-index.htm","comparable_excerpt":"On May 27, 2026, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment (the “Amendment”) of the Company’s Restated Certificate of Incorporation, effective as of the same date. The Amendment increased the number of shares of common stock, $0.01 par value per share (the “Common Stock”), that the Company is authorized to issue from 20,000,000 to 25,000,000.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/814676/000143774926018930/0001437749-26-018930-index.htm"}},{"accession":"0001467623-26-000040","ticker":"DBX","company_name":"DROPBOX, INC.","filed_at":"2026-06-01T13:06:23+00:00","headline":"Dropbox secures $400M revolving credit facility, authorizes $900M share repurchase program","event_type":"other_material","sec_items":["1.01","2.03","7.01","8.01","9.01"],"materiality_score":0.7,"calibrated_materiality_score":0.7,"match_reasons":["same fact type: debt_financing","same SEC item: 1.01, 2.03, 7.01, 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001467623-26-000040","json":"https://secwatch.observer/filing/0001467623-26-000040.json","markdown":"https://secwatch.observer/filing/0001467623-26-000040.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1467623/000146762326000040/0001467623-26-000040-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1467623/000146762326000040/dbx-20260601.htm"},"side_by_side_evidence":{"fact_type":"debt_financing","source_excerpt":"the Lender made a loan to the Company, evidenced by a promissory note in the principal amount of $181,700","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1648087/000149315226003143/0001493152-26-003143-index.htm","comparable_excerpt":"Agent and Collateral Agent, the “Agent”) and Citizens Bank, N.A., Goldman Sachs Bank USA and RBC Capital Markets, each as Joint Lead Arranger, providing the Company with up to $400 million in borrowing capacity (the loans thereunder, the “Revolving Loans”), including a $65.0 million sublimit for the issuance of letters of credit and a $15.0 million sublimit for","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1467623/000146762326000040/0001467623-26-000040-index.htm"}},{"accession":"0001193125-26-249692","ticker":"ELOX","company_name":"Eloxx Pharmaceuticals, Inc.","filed_at":"2026-06-01T11:00:19+00:00","headline":"Eloxx Pharma: 1-for-11 reverse stock split effective May 29; appoints two independent directors","event_type":"other_material","sec_items":["3.02","3.03","5.03","5.02","9.01"],"materiality_score":0.75,"calibrated_materiality_score":0.75,"match_reasons":["same fact type: governance_change","same SEC item: 3.02, 3.03, 5.03, 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-249692","json":"https://secwatch.observer/filing/0001193125-26-249692.json","markdown":"https://secwatch.observer/filing/0001193125-26-249692.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1035354/000119312526249692/0001193125-26-249692-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1035354/000119312526249692/d261568d8k.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"the Board set the Reverse Stock Split ratio at 1-for-20 and approved and authorized the filing of the Certificate of Amendment on January 13, 2026, with the Certificate of Amendment to become effective as of 12:00 a.m., Eastern Time, on February 2, 2026","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1648087/000149315226003143/0001493152-26-003143-index.htm","comparable_excerpt":"On May 29, 2026, the Company filed with the Secretary of State of the State of Delaware (the \"Delaware Secretary of State\") a Certificate of Amendment to its Certificate of Incorporation (the \"Certificate of Amendment\") to effect the Reverse Stock Split and Authorized Share Reduction.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1035354/000119312526249692/0001193125-26-249692-index.htm"}}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}