Other Information
−Removed: Trading Arrangements
−Removed: September 22, 2025, Mark Hamm , the Company’s Chief Operating Officer , entered into a trading plan intended to satisfy the affirmative
−Removed: defense conditions of Rule 10b5 -1(c) under the Exchange Act.
−Removed: The plan provides for the sale, subject to certain price limits, of 144,102
−Removed: shares vesting between September 22, 2025 and September 21, 2026, pursuant to certain equity awards granted to Mr.
−Removed: Hamm, excluding any
−Removed: shares withheld by the Company to satisfy income tax withholding and remittance obligations.
−Removed: Hamm’s plan will expire on September
−Removed: 21, 2026 , subject to early termination in accordance with the terms of the plan.
+Added: On August 11, 2025, the Company entered into a Pre-Paid Purchase No.
+Added: 2 with Streeterville (the “Pre-Paid Purchase
+Added: 2”) pursuant to the Streeterville Purchase Agreement dated March 21, 2025.
+Added: Under the Pre-Paid Purchase No.
+Added: 2, the Investor paid
+Added: $4,000,000 to the Company, representing the purchase price for an unsecured promissory note with an original principal balance of $4,320,000,
+Added: which included a $320,000 original issue discount.
+Added: The instrument bears interest at 8% per annum, compounded daily, and permits the Investor,
+Added: at its discretion, to apply amounts outstanding toward the purchase of shares of common shares of the Company (“Purchase Shares”)
+Added: at the lesser of (i) the initial listing reference price on the Company’s common stock on the Nasdaq Global Market, or (ii) 90%
+Added: of the lowest VWAP over the ten trading days prior to a purchase notice (but not below a $0.25 floor).
+Added: The issuance of Purchase Shares
+Added: is subject to a 9.99% beneficial ownership limitation and must be free-trading under an effective registration statement or exemption.
+Added: The Company may prepay amounts at 115% of the principal being repaid with five trading days’ notice, subject to restrictions, and
+Added: is obligated to make monthly $550,000 cash repayments (plus accrued interest) upon certain “trigger” events, including sustained
+Added: price declines below the floor price of $0.25 per share or the share issuance nearing the threshold above which shareholders’ approval
+Added: is required under the exchange rules.
+Added: Streeterville may accelerate the Company’s obligation to pay, with default interest at 15%
+Added: and all outstanding balance becoming immediately due and payable in cash, upon the occurrence of certain events of default include nonpayment,
+Added: insolvency, covenant breaches, and certain corporate transactions.
+Added: The Company closed this Pre-Paid Purchase No.
+Added: 2 on August 11, 2025, and
+Added: received $4,000,000 in proceeds.
+Added: The foregoing description of the Pre-Paid Purchase No.
+Added: 2 is not complete
+Added: 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
+Added: Maxim Group LLC (“Maxim”) acted as placement
+Added: agent for the Pre-Paid Purchase No.
+Added: 2 and will receive a cash fee equal to 6.0% of the gross proceeds received by us in connection with
+Added: this transaction.
+Added: Maxim will also receive a cash fee equal to 6.0% of the gross proceeds from any future pre-paid purchases made pursuant
+Added: to the Streeterville Purchase Agreement.
following exhibits are filed as part of this Report.
+Added: 2023 Equity Incentive Plan (incorporated by reference to Exhibit 4.1 to our registration statement on Form S-8 filed on June 13, 2025)
+Added: Securities Purchase Agreement between Arrive AI Inc.
+Added: and Streeterville Capital LLC (incorporated by reference to Exhibit 10.11 to our registration statement on Form S-1 filed on June 17, 2025)
+Added: Pre-Paid Purchase No.
+Added: 2, dated August 11, 2025, by and between Arrive AI Inc.
+Added: and Streeterville Capital LLC
Section 302 Certification of Chief Executive Officer
2 unchanged sentences
Section 906 Certifications of Chief Financial Officer
−Removed: LINKBASE DOCUMENT
−Removed: LINKBASE DOCUMENT
−Removed: LINKBASE DOCUMENT
−Removed: LINKBASE DOCUMENT
−Removed: PAGE INTERACTIVE DATA FILE - THE COVER PAGE XBRL TAGS ARE EMBEDDED WITHIN THE INLINE XBRL DOCUMENT
−Removed: electronically herewith.
−Removed: Attached as Exhibit 101 are the following materials from Quarterly Report on Form 10-Q for the quarter ended
−Removed: September 30, 2025, formatted in Inline eXtensible Business Reporting Language (“iXBRL”):
−Removed: (i) the Condensed Consolidated
−Removed: Balance Sheets;
+Added: INSTANCE DOCUMENT
+Added: SCHEMA DOCUMENT
+Added: CALCULATION LINKBASE DOCUMENT
+Added: LABELS LINKBASE DOCUMENT
+Added: PRESENTATION LINKBASE DOCUMENT
+Added: DEFINITION LINKBASE DOCUMENT
+Added: COVER PAGE INTERACTIVE DATA FILE - THE COVER PAGE XBRL
+Added: TAGS ARE EMBEDDED WITHIN THE INLINE XBRL DOCUMENT
+Added: Filed herewith
+Added: Submitted electronically
+Added: Attached as Exhibit 101 are the following materials from Quarterly Report on Form 10-Q for the quarter ended June 30, 2025,
+Added: formatted in Inline eXtensible Business Reporting Language (“iXBRL”):
+Added: (i) the Condensed Consolidated Balance Sheets;
(ii) the Condensed Consolidated Statements of Operations;
(iii) the Condensed Consolidated Statements of Equity;
−Removed: (iv) the Condensed Consolidated Statements of Cash Flows;
+Added: (iv) the Condensed
+Added: Consolidated Statements of Cash Flows;
(v) notes to these Condensed Consolidated Financial Statements;
−Removed: the Cover Page to Quarterly Report on our Form 10-Q.
+Added: and (vi) the Cover Page to
+Added: 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
1 unchanged sentence
April 15, 2026
+Added: ARRIVE AI INC.
Todd Pepmeier
−Removed: Financial Officer
−Removed: behalf of the Registrant and as principal financial officer)
+Added: Chief Financial Officer
+Added: (On behalf of the Registrant and as principal financial
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.