What changed in this filing

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Item 5. Other Information

2025-11-14 compared with 2025-08-14 · 24 added, 59 removed, 12 unchanged (87% of the section changed)

Other Information

On August 11, 2025, the Company entered into a Pre-Paid Purchase No.

2 with Streeterville (the “Pre-Paid Purchase

2”) pursuant to the Streeterville Purchase Agreement dated March 21, 2025.

Under the Pre-Paid Purchase No.

2, the Investor paid

$4,000,000 to the Company, representing the purchase price for an unsecured promissory note with an original principal balance of $4,320,000,

which included a $320,000 original issue discount.

The instrument bears interest at 8% per annum, compounded daily, and permits the Investor,

at its discretion, to apply amounts outstanding toward the purchase of shares of common shares of the Company (“Purchase Shares”)

at the lesser of (i) the initial listing reference price on the Company’s common stock on the Nasdaq Global Market, or (ii) 90%

of the lowest VWAP over the ten trading days prior to a purchase notice (but not below a $0.25 floor).

The issuance of Purchase Shares

is subject to a 9.99% beneficial ownership limitation and must be free-trading under an effective registration statement or exemption.

The Company may prepay amounts at 115% of the principal being repaid with five trading days’ notice, subject to restrictions, and

is obligated to make monthly $550,000 cash repayments (plus accrued interest) upon certain “trigger” events, including sustained

price declines below the floor price of $0.25 per share or the share issuance nearing the threshold above which shareholders’ approval

is required under the exchange rules.

Streeterville may accelerate the Company’s obligation to pay, with default interest at 15%

and all outstanding balance becoming immediately due and payable in cash, upon the occurrence of certain events of default include nonpayment,

insolvency, covenant breaches, and certain corporate transactions.

The Company closed this Pre-Paid Purchase No.

2 on August 11, 2025, and

received $4,000,000 in proceeds.

The foregoing description of the Pre-Paid Purchase No.

2 is not complete

and is qualified in its entirety by reference to the text of such document, which is filed as an exhibit to this quarterly report on Form

Maxim Group LLC (“Maxim”) acted as placement

agent for the Pre-Paid Purchase No.

2 and will receive a cash fee equal to 6.0% of the gross proceeds received by us in connection with

this transaction.

Maxim will also receive a cash fee equal to 6.0% of the gross proceeds from any future pre-paid purchases made pursuant

to the Streeterville Purchase Agreement.

Trading Arrangements

September 22, 2025, Mark Hamm , the Company’s Chief Operating Officer , entered into a trading plan intended to satisfy the affirmative

defense conditions of Rule 10b5 -1(c) under the Exchange Act.

The plan provides for the sale, subject to certain price limits, of 144,102

shares vesting between September 22, 2025 and September 21, 2026, pursuant to certain equity awards granted to Mr.

Hamm, excluding any

shares withheld by the Company to satisfy income tax withholding and remittance obligations.

Hamm’s plan will expire on September

21, 2026 , subject to early termination in accordance with the terms of the plan.

following exhibits are filed as part of this Report.

2023 Equity Incentive Plan (incorporated by reference to Exhibit 4.1 to our registration statement on Form S-8 filed on June 13, 2025)

Securities Purchase Agreement between Arrive AI Inc.

and Streeterville Capital LLC (incorporated by reference to Exhibit 10.11 to our registration statement on Form S-1 filed on June 17, 2025)

Pre-Paid Purchase No.

2, dated August 11, 2025, by and between Arrive AI Inc.

and Streeterville Capital LLC

Section 302 Certification of Chief Executive Officer

2 unchanged sentences

Section 906 Certifications of Chief Financial Officer

INSTANCE DOCUMENT

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DEFINITION LINKBASE DOCUMENT

COVER PAGE INTERACTIVE DATA FILE - THE COVER PAGE XBRL

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Filed herewith

Submitted electronically

Attached as Exhibit 101 are the following materials from Quarterly Report on Form 10-Q for the quarter ended June 30, 2025,

formatted in Inline eXtensible Business Reporting Language (“iXBRL”):

(i) the Condensed Consolidated Balance Sheets;

LINKBASE DOCUMENT

PAGE INTERACTIVE DATA FILE - THE COVER PAGE XBRL TAGS ARE EMBEDDED WITHIN THE INLINE XBRL DOCUMENT

electronically herewith.

Attached as Exhibit 101 are the following materials from Quarterly Report on Form 10-Q for the quarter ended

September 30, 2025, formatted in Inline eXtensible Business Reporting Language (“iXBRL”):

(i) the Condensed Consolidated

Balance Sheets;

(ii) the Condensed Consolidated Statements of Operations;

(iii) the Condensed Consolidated Statements of Equity;

(iv) the Condensed

Consolidated Statements of Cash Flows;

(iv) the Condensed Consolidated Statements of Cash Flows;

(v) notes to these Condensed Consolidated Financial Statements;

and (vi) the Cover Page to

Quarterly Report on our Form 10-Q.

the Cover Page to Quarterly Report on our Form 10-Q.

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned, thereunto duly authorized.

August 14, 2025

ARRIVE AI INC.

November 14, 2025

Todd Pepmeier

Chief Financial Officer

(On behalf of the Registrant and as principal financial

Financial Officer

behalf of the Registrant and as principal financial officer)

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 5. Other Information