Arrive AI Inc. 10-Q/A

Item 1. Financial Statements. ARRIVE AI INC. CONDENSED BALANCE SHEETS (Unaudited) June 30, 2025 December 31, 2024 (As Restated) ASSETS CURRENT ASSETS Cash $ 607,496 $ 129,318 Accounts receivable 89,075 - Prepaid expenses 197,298 55,867 Deferred offering costs - 427,898 Other current assets 3,208 4,179 Total current assets 897,077 617,262 LONG-TERM ASSETS Property and equipment, net 126,586 95,425 Patents, net 273,149 273,601 Deferred offering costs 7,172,455 - Security deposit 1,500 1,500 Long-term assets 7,573,690 370,526 TOTAL ASSETS $ 8,470,767 $ 987,788 LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) CURRENT LIABILITIES Accounts payable $ 965,083 $ 1,868,689 Accrued liabilities 52,311 79,556 Credit card payable 13,579 3,636 Convertible note payable, net of discount and debt issuance costs of $ 3,380,387 and $ 74,132 , respectively 875,482 - Derivative liabilities 2,060,000 - Current portion of note payable 8,827 8,524 Total current liabilities 3,975,282 1,960,405 NONCURRENT LIABILITIES Note payables, net of current portion 6,068 10,558 Total long term liabilities 6,068 10,558 Total liabilities 3,981,350 1,970,963 Commitments and Contingencies (See Note 12) - STOCKHOLDERS’ EQUITY (DEFICIT) Common stock, $ 0.0002 par value, 200,000,000 shares authorized, 33,023,385 shares and 29,120,905 issued and outstanding at June 30, 2025, and December 31, 2024, respectively 6,604 5,822 Additional paid-in capital, net of offering costs 26,075,771 14,984,561 Subscription receivable ( 5,167 ) ( 53,003 ) Accumulated deficit ( 21,587,791 ) ( 15,920,555 ) Total stockholders’ equity (deficit) 4,489,417 ( 983,175 ) TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) $ 8,470,767 $ 987,788 See accompanying condensed notes to unaudited financial statements. - 3 - ARRIVE AI INC. CONDENSED STATEMENTS OF OPERATIONS (Unaudited) 2025 2024 2025 2024 Three Months Six Months Ended June 30, Ended June 30, 2025 2024 2025 2024 (As Restated) (As Restated) REVENUE $ 90,725 $ - $ 90,725 $ - OPERATING EXPENSES General and administrative 3,474,059 803,311 5,369,038 1,604,242 Research and development 293,468 452,538 384,731 540,939 Sales and marketing 49,602 226,289 57,263 252,746 Total operating expenses 3,817,129 1,482,138 5,811,032 2,397,927 OTHER INCOME (EXPENSES) Other income 43,151 24,089 60,066 24,089 Interest expense and bank charges ( 168,080 ) ( 1,053 ) ( 169,257 ) ( 2,017 ) Change in fair value of derivative liabilities 190,000 - 190,000 - Amortization of debt discount ( 27,738 ) - ( 27,738 ) - Total other income (expenses) 37,333 23,036 53,071 22,072 NET LOSS BEFORE TAXES ( 3,689,071 ) ( 1,459,102 ) ( 5,667,236 ) ( 2,375,855 ) PROVISION FOR INCOME TAXES - - - - NET LOSS $ ( 3,689,071 ) $ ( 1,459,102 ) $ ( 5,667,236 ) $ ( 2,375,855 ) NET LOSS PER SHARE: Basic and diluted $ ( 0.12 ) $ ( 0.05 ) $ ( 0.18 ) $ ( 0.08 ) WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING: Basic and diluted 31,543,921 28,950,088 30,637,620 28,903,132 See accompanying condensed notes to unaudited financial statements. - 4 - ARRIVE AI INC. CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT) For the Six Months Ended June 30, 2025 and 2024 (Unaudited) Number of Common Shares Common Stock ($) Number of Treasury Shares Treasury Stock ($) Additional Paid-In Capital, Net of Offering Costs ($) Subscription Receivable ($) Accumulated Deficit ($) Total Stockholders’ Equity (Deficit) ($) BALANCE, JANUARY 1, 2025 29,120,905 $ 5,822 - $ - $ 14,984,561 $ ( 53,003 ) $ ( 15,920,555 ) $ ( 983,175 ) Issuance of common stock, net 33,846 6 - - 380,527 40,219 - 420,752 Issuance of common stock upon exercise of warrants 62,500 13 - - 296,863 - - 296,876 Issuance of common stock for deferred offering costs 532,913 107 - - 6,927,762 - - 6,927,869 Stock-based compensation 84,874 17 - - 1,348,228 - - 1,348,245 Net loss - - - - - - ( 1,978,165 ) ( 1,978,165 ) BALANCE, MARCH 31, 2025 29,835,038 $ 5,965 - $ - $ 23,937,941 $ ( 12,784 ) $ ( 17,898,720 ) $ 6,032,402 Issuance of common stock, net 2,941,039 589 - - 15,402 7,617 - 23,608 Issuance of common stock upon exercise of warrants 58,320 12 - - 277,008 - - 277,020 Issuance of common stock for options exercise 690 - - - 8,970 - - 8,970 Issuance of common stock for settlement of debt 92,673 19 - - 1,204,718 - - 1,204,737 Reclassification of deferred offering costs - - - - ( 871,882 ) - - ( 871,882 ) Issuance of common stock for commitment fee 62,500 12 - - 828,113 - - 828,125 Stock-based compensation 33,125 7 - - 675,501 - - 675,508 Net loss - - - - - - ( 3,689,071 ) ( 3,689,071 ) BALANCE, JUNE 30, 2025 (As Restated) 33,023,385 $ 6,604 - $ - $ 26,075,771 $ ( 5,167 ) $ ( 21,587,791 ) $ 4,489,417 BALANCE, JANUARY 1, 2024 28,844,643 $ 5,769 - $ - $ 10,924,624 $ ( 25,505 ) $ ( 11,382,654 ) $ ( 477,766 ) Issuance of common stock, net 75,343 15 - - 824,603 ( 50,260 ) - 774,358 Stock-based compensation - - - - 246,612 - - 246,612 Net loss - - - - - - ( 916,753 ) ( 916,753 ) BALANCE, MARCH 31, 2024 28,919,986 $ 5,784 - $ - $ 11,995,839 $ ( 75,765 ) $ ( 12,299,407 ) $ ( 373,549 ) Balance 28,919,986 $ 5,784 - $ - $ 11,995,839 $ ( 75,765 ) $ ( 12,299,407 ) $ ( 373,549 ) Issuance of common stock and warrants for cash, net 33,997 6 - - 356,650 70,219 - 426,875 Stock-based compensation 11,787 2 - - 359,001 - - 359,003 Net loss - - - - - - ( 1,459,102 ) ( 1,459,102 ) BALANCE, JUNE 30, 2024 28,965,770 $ 5,792 - $ - $ 12,711,490 $ ( 5,546 ) $ ( 13,758,509 ) $ ( 1,046,773 ) Balance 28,965,770 $ 5,792 - $ - $ 12,711,490 $ ( 5,546 ) $ ( 13,758,509 ) $ ( 1,046,773 ) See accompanying condensed notes to unaudited financial statements. - 5 - ARRIVE AI INC. CONDENSED STATEMENTS OF CASH FLOWS For the Six Months Ended June 30, 2025 and 2024 (Unaudited) 2025 2024 (As Restated) CASH FLOWS FROM OPERATING ACTIVITIES Net loss $ ( 5,667,236 ) $ ( 2,375,855 ) Adjustments to reconcile net loss to net cash used in operating activities Adjustments to reconcile net loss to net cash used in operating activities Stock-based compensation 2,032,723 605,615 Depreciation and amortization 17,118 14,469 Change in fair value of derivative liabilities ( 190,000 ) - Amortization of discount on convertible debt 27,738 - Amortization of debt issuance costs 165,869 - Changes in operating assets and liabilities (Increase) decrease in Accounts receivable ( 89,075 ) - Prepaid expenses ( 141,431 ) ( 3,381 ) Other current assets 971 - Increase (decrease) in Accounts payable 61,131 344,817 Accrued liabilities ( 27,245 ) 85,136 Credit card payable 9,943 ( 24,786 ) Net cash used in operating activities ( 3,799,494 ) ( 1,353,985 ) CASH FLOWS FROM INVESTING ACTIVITIES Construction in progress ( 47,827 ) - Net cash used in investing activities ( 47,827 ) - CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from sale of common stock, net 444,360 1,201,233 Proceeds from the exercise of warrants, net 573,896 - Repayments of note payables ( 4,187 ) ( 3,905 ) Proceeds from issuance of convertible debt 4,000,000 - Debt issuance costs - - Deferred offering costs ( 688,570 ) - Net cash provided by financing activities 4,325,499 1,197,328 NET INCREASE (DECREASE) IN CASH 478,178 ( 156,657 ) CASH, BEGINNING OF PERIOD 129,318 325,472 CASH, END OF PERIOD $ 607,496 $ 168,815 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION Cash paid for: Interest $ 1,939 $ 888 Income taxes $ - $ - SUPPLEMENTAL DISCLOSURE OF NONCASH INFORMATION Common stock issued as payment of offering costs $ 6,927,869 $ - Common stock issued as settlement of legal expenses $ 1,204,737 $ - Deferred offering costs recognized as additional paid-in capital $ 871,882 $ - Cashless exercise of stock options $ 8,970 $ - See accompanying condensed notes to unaudited financial statements. - 6 - ARRIVE AI INC. CONDENSED NOTES TO FINANCIAL STATEMENTS For the six months ended June 30, 2025 (Unaudited) 1. NATURE OF OPERATIONS (AS RESTATED) Business and nature of operations Arrive AI Inc. (the Company) was incorporated on April 30, 2020, in the State of Delaware as Dronedek Corporation. On July 27, 2023, Dronedek Corporation changed its name to Arrive Technology Inc. On September 27, 2024, Arrive Technology Inc. changed its name to Arrive AI Inc. The Company is a developmental technology company with a focus on designing and implementing a commercially viable smart mailbox for drone, robotic and human package receiving and storage. The Company is subject to a number of risk similar to those of other companies of similar size in its industry, including, but not limited to, the need for successful development of products, the need for additional capital (or financing) to fund operating losses, competition from substitute products and services from larger companies, protection of proprietary technology, patent litigation, dependence on key individuals, and risks associated with changes in information technology. Restatement of previously issued financial statements Subsequent to the filing of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, management, in consultation with the Company’s independent registered public accounting firm, identified errors in the accounting for certain hybrid financial instruments issued pursuant to the Securities Purchase Agreement, dated March 21, 2025, by and between the Company and Streeterville Capital, LLC. Specifically, management determined that certain embedded conversion features contained in the Pre-Paid Purchases issued under the Securities Purchase Agreement should have been bifurcated from the related host instruments and accounted for as derivative liabilities at fair value at inception in accordance with ASC 815. In addition, management determined that the original issue discount and debt issuance costs associated with the host instruments were not properly accreted using the effective interest method over the appropriate accretion period. Management also determined that Commitment Shares issued in connection with the Pre-Paid Purchases should have been reflected in the determination of the carrying value of the related host instruments, rather than recognized immediately as general and administrative expense. As a result of these errors, the Company understated derivative liabilities, misstated the carrying amount of the related host instruments, and incorrectly recorded certain related non-cash expenses in its previously issued unaudited condensed financial statements as of and for the quarter ended June 30, 2025. Accordingly, the Company has restated its unaudited condensed financial statements as of June 30, 2025 and for the three and six months then ended. The following tables summarize the effect of the restatement on the Company’s previously issued unaudited condensed financial statements for the periods presented. CONDENSED BALANCE SHEETS — Effect of Restatement as of June 30, 2025 SCHEDULE OF ERROR CORRECTION FOR FINANCIAL STATEMENTS As Reported Adjustments As Restated ASSETS Deferred offering costs $ 7,182,455 $ — $ — Total current assets 8,079,532 ( 7,182,455 ) 897,077 Deferred offering costs — 7,172,455 7,172,455 Long-term assets 401,235 7,172,455 7,573,690 Total assets 8,480,767 ( 10,000 ) 8,470,767 LIABILITIES Accounts payable 725,083 240,000 965,083 Convertible note payable, net of discount and debt issuance costs of $ 3,380,387 and $ 74,132 , respectively 4,202,000 ( 3,326,518 ) 875,482 Derivative liabilities — 2,060,000 2,060,000 Total current liabilities 5,001,800 ( 1,026,518 ) 3,975,282 Total liabilities 5,007,868 ( 1,026,518 ) 3,981,350 STOCKHOLDERS’ EQUITY (DEFICIT) Additional paid-in capital, net of offering costs 26,060,146 15,625 26,075,771 Accumulated deficit ( 22,588,684 ) 1,000,893 ( 21,587,791 ) Total stockholders’ equity (deficit) 3,472,899 1,016,518 4,489,417 Total liabilities and stockholders’ equity (deficit) 8,480,767 ( 10,000 ) 8,470,767 CONDENSED STATEMENTS OF OPERATIONS — Effect of Restatement For the Three Months Ended June 30, 2025 As Reported Adjustments As Restated General and administrative $ 4,286,558 $ ( 812,499 ) $ 3,474,059 Total operating expenses 4,629,628 ( 812,499 ) 3,817,129 Interest expense and bank charges ( 194,212 ) 26,132 ( 168,080 ) Change in fair value of derivative liabilities — 190,000 190,000 Amortization of debt discount — ( 27,738 ) ( 27,738 ) Total other income (expense), net ( 151,061 ) 188,394 37,333 Net loss before income taxes ( 4,689,964 ) 1,000,893 ( 3,689,071 ) Net loss ( 4,689,964 ) 1,000,893 ( 3,689,071 ) Net loss per share — basic and diluted ( 0.15 ) 0.03 ( 0.12 ) - 7 - ARRIVE AI INC. NOTES TO FINANCIAL STATEMENTS (Continued) 1. NATURE OF OPERATIONS (AS RESTATED) (Continued) CONDENSED STATEMENTS OF OPERATIONS — For the Six Months Ended June 30, 2025 As Reported Adjustments As Restated General and administrative $ 6,181,537 $ ( 812,499 ) $ 5,369,038 Total operating expenses 6,623,531 ( 812,499 ) 5,811,032 Interest expense and bank charges ( 195,389 ) 26,132 ( 169,257 ) Change in fair value of derivative liabilities — 190,000 190,000 Amortization of debt discount — ( 27,738 ) ( 27,738 ) Total other income (expense), net ( 135,323 ) 188,394 53,071 Net loss before income taxes ( 6,668,129 ) 1,000,893 ( 5,667,236 ) Net loss ( 6,668,129 ) 1,000,893 ( 5,667,236 ) Net loss per share — basic and diluted ( 0.22 ) 0.04 ( 0.18 ) CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT) — Effect of Restatement For the Three and Six Months Ended June 30, 2025 Additional paid-in capital, net of offering costs $ 26,060,146 $ 15,625 $ 26,075,771 Accumulated deficit ( 22,588,684 ) 1,000,893 ( 21,587,791 ) Total stockholders’ equity (deficit) 3,472,899 1,016,518 4,489,417 CONDENSED STATEMENTS OF CASH FLOWS — Effect of Restatement For the Six Months Ended June 30, 2025 As Reported Adjustments As Restated CASH FLOWS FROM OPERATING ACTIVITIES Net loss $ ( 6,668,129 ) $ 1,000,893 $ ( 5,667,236 ) Stock-based compensation 2,845,223 ( 812,500 ) 2,032,723 Change in fair value of derivative liabilities — ( 190,000 ) ( 190,000 ) Amortization of discount on convertible debt 192,000 ( 164,262 ) 27,738 Amortization of debt issuance costs — 165,869 165,869 Net cash used in operating activities ( 3,799,494 ) — ( 3,799,494 ) CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from issuance of convertible debt 4,010,000 ( 10,000 ) 4,000,000 Deferred offering costs ( 698,570 ) 10,000 ( 688,570 ) Net cash provided by financing activities 4,325,499 — 4,325,499 There was no impact to total cash and cash equivalents as of June 30, 2025 as a result of the restatement. The restatement had no effect on the Company’s revenue for any period presented. 2. SIGNIFICANT ACCOUNTING POLICIES Basis of Accounting The financial statements (unaudited) have been prepared in accordance with accounting principles generally accepted in the United States of America (US GAAP) and with the instructions to Form 10-Q of Regulation S-K. These unaudited financial statements should be read in conjunction with the Company’s audited financial statements and related notes thereto for the year ended December 31, 2024. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements that would substantially duplicate the disclosures contained in the audited financial statements for the fiscal year ended December 31, 2024, have been omitted. Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment and makes adjustments when facts and circumstances dictate. These estimates are based on information available as of the date of the financial statements; therefore, actual results could differ from those estimates. - 8 - ARRIVE AI INC. NOTES TO FINANCIAL STATEMENTS (Continued) 2. SIGNIFICANT ACCOUNTING POLICIES (Continued) Concentration of Credit Risk The Company maintains its cash balances at one financial institution. The account is insured by the Federal Deposit Insurance Corporation (FDIC) up to a specified limit. The Company’s balances at the financial institutions periodically exceed federally insured limits. At June 30, 2025 and December 31, 2024, the Company’s uninsured cash balances totalled approximately $ 357,500 and $ 0 , respectively. Management believes that the Company is not exposed to any significant risk concerning its cash balances. To date, the Company has not recognized any losses caused by uninsured balances. Accounts Receivable and Allowance for Credit Losses Accounts receivable are customer obligations due under normal trade terms, which are typically due upon receipt of the invoice. Credit is extended based on evaluation of a customer’s financial condition and collateral is not required. Accounts receivable are stated at amounts due from customers net of an allowance for credit losses. The Company recognizes an allowance for expected credit losses at each balance sheet date. This estimate is derived from a review of the Company’s historical losses based on the aging of receivables. Receivables with similar risk characteristics are pooled for the estimation of expected credits losses. Management adjusts its historical estimate based on its assessment of current conditions, reasonable and supportable forecasts regarding future events, and any other factors deemed relevant by the Company. At each reporting date, the Company updates its estimate of expected credit losses to reflect any changes in credit risk since the receivable was initially recorded. The Company writes off receivables when there is information that indicates the debtor is facing significant financial difficulty and there is no possibility of recovery. If any recoveries are made from any accounts previously written off, they will be recognized in earnings in the year of recovery, in accordance with the entity’s accounting policy election. The Company has not incurred material write-offs as a whole for the six months ended June 30, 2025. Based upon the information available, no allowances for credit losses has been recorded as the Company believes the balance is fully collectable. Property and Equipment The property and equipment is recorded at cost. The Company’s policy is to depreciate the cost of the property and equipment using the straight-line method over the estimated useful life of the asset. The costs of maintenance and repairs are charged to expense when incurred (none noted in the current or prior year as it relates to the vehicle). The useful life of the property and equipment for purposes of computing depreciation is: SCHEDULE OF PROPERTY AND EQUIPMENT USEFUL LIFE Useful Life Vehicle and Equipment 2 - 5 years - 9 - ARRIVE AI INC. NOTES TO FINANCIAL STATEMENTS (Continued) 2. SIGNIFICANT ACCOUNTING POLICIES (Continued) Intangible Assets – Patents The Company capitalizes external costs, such as filing fees, registration documentation, and attorney fees associated with the application and issuance of patents. The Company expenses costs associated with maintaining and defending patents subsequent to issuance in the period incurred. The Company amortizes capitalized patent costs for internally generated patents on a straight-line basis over 20 years or the period in which the goods associated with the patent will be revenue-generating, which represents the estimated useful lives of the patents. The estimated useful lives for internally generated patents are based on the assessment of the following factors: the integrated nature of the patent portfolios being licensed (including the ability of the patent to generate viable goods and revenues), the overall makeup of the patent portfolio over time, and the length of license agreements for such patents. The Company assesses the potential impairment of all capitalized patent costs when events or changes in circumstances indicate that the carrying amount of the Company’s patent portfolio may not be recoverable. Impairment of Long-Lived Assets Intangibles and other long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of any long-lived asset may not be fully recoverable. In the event that facts and circumstances indicate that the carrying amount of any long-lived assets may be impaired, an evaluation of recoverability is performed. If an evaluation was required, the estimated future undiscounted cash flows associated with the asset (or group of assets) would be compared to the assets’ (or group of assets’) carrying amount to determine if a write-down to fair value is required on the basis of the assets’ associated undiscounted cash flows. The Company has three types of long-lived assets: property and equipment, including a vehicle, aerial drones; construction-in-progress (CIP), and intangible patent assets including those acquired by the acquisition of Airbox Technology in 2023. The vehicle and drone hexacopter were evaluated for impairment, and no impairments were considered necessary as of June 30, 2025. The Company acquired three “Gen 3” (or “AP3”) Arrive Point units in December 2024, and four in April 2025. These units are recorded as construction in progress until they are placed into service. Six units have been delivered to customer sites, one of which has been placed into revenue service in April 2025 and is being depreciated on a straight-lined basis over two years. No impairment loss on these units was recognized as of June 30, 2025. - 10 - ARRIVE AI INC. NOTES TO FINANCIAL STATEMENTS (Continued) 2. SIGNIFICANT ACCOUNTING POLICIES (Continued) Revenue Recognition The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers . Revenue is derived from consulting and implementation services provided to clients and recurring subscription services for access to the Arrive Point network. Revenue is recognized over time as services are performed, based on the transfer of control to the customer. Contracts are typically short-term in nature and do not contain significant variable consideration or multiple performance obligations. Disaggregated revenue as of the three and six months ended June 30, 2025 is as follows: SCHEDULE OF DISAGGREGATED REVENUE Revenue source Consulting services $ 89,000 Installation services 1,500 Subscription fees 225 TOTAL REVENUE $ 90,725 Timing of Revenue Recognition Services transferred over time $ 89,225 Services transferred at a point in time 1,500 TOTAL REVENUE $ 90,725 Various economic factors affect the recognition of revenue and cash flows including availability of skilled labor and prompt payment by customers. The Company did not generate revenue during the three or six months ended June 30, 2024. As such, no comparative disaggregation is presented for that period. Contract Balances The timing of revenue recognition, billings and cash collections results in billed accounts receivable, unbilled receivables (contract assets), and customer advances and deposits (contract liabilities) on the balance sheet. The Company may request advances or deposits from customers before revenue is recognized, which results in contract liabilities. These contract liabilities are released as the performance obligations are satisfied. As of June 30, 2025, there were no such liabilities or contract assets included within the balance sheet. The beginning and ending contract balances were as follows: SCHEDULE OF CONTRACT ASSETS/LIABILITIES June 30, 2025 January 1, 2025 Accounts receivable $ 89,075 $ - - 11 - ARRIVE AI INC. NOTES TO FINANCIAL STATEMENTS (Continued) 2. SIGNIFICANT ACCOUNTING POLICIES (Continued) Significant Judgments and Estimates There are no significant judgments involved in the recognition of revenue from the services provided by the Company. Equity Financing The Company engages in equity financing transactions to obtain the funds necessary to continue operations and develop a commercially viable drone delivery system. These equity financing transactions involve the issuance of common stock and may include equity warrants. Equity warrants are instruments that bestow upon the holder of the instrument the right to buy a particular stock at a predetermined price within a stipulated time frame. Under Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 480, the Company classified the warrants as equity instruments. Depending on the terms and conditions of each equity financing transaction, the warrants are exercisable into additional common shares at an agreed-upon price, as defined in the Stock and Warrant Purchase Agreement (“the agreement”) prior to the expiration of the warrants as stipulated by the terms of the transaction in the agreement. The shares eligible for issuance under the outstanding warrants were registered under the Securities Act of 1933, on July 28, 2025. Loss per share The Company follows FASB ASC 260, “Earnings per Share,” resulting in the presentation of basic and diluted earnings per share. Because the Company reported a net loss in 2025 and 2024, common stock equivalents, including stock options and warrants were anti-dilutive; therefore, the amounts reported for basic and dilutive loss per share were the same. Comprehensive Loss The Company follows FASB ASC 220.10, “Reporting Comprehensive Income (Loss).” Comprehensive loss is a more inclusive financial reporting methodology that includes disclosure of certain financial information that historically has not been recognized in the calculation of net loss. Since the Company has no items of other comprehensive loss, comprehensive loss is equal to net loss. - 12 - ARRIVE AI INC. NOTES TO FINANCIAL STATEMENTS (Continued) 2. SIGNIFICANT ACCOUNTING POLICIES (Continued) Offering Costs The Company complies with the requirements of FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - Expenses of Offering . During the three and six months ended June 30, 2025, the Company recognized $ 698,570 and $ 7,626,439 , respectively, in deferred offering costs related to ongoing and anticipated capital raising activities. These costs primarily consisted of legal, advisory, and other professional service fees incurred in connection with financing efforts. During the six months ended June 30, 2025, the Company raised gross proceeds of $ 4,711,840 , which included $ 4,330,000 under a prepaid purchase agreement and $ 381,840 through a crowdfunding offering. Of the total deferred offering costs recognized, $ 871,882 were allocated and recognized as a reduction of proceeds raised under the prepaid purchase agreement, based on a pro-rata allocation of total expected funding (Note 8 and 11). In addition, $ 59,468 and $ 90,072 of offering costs were directly associated with the crowdfunding raise and were recognized as a reduction to the related proceeds for the three and six months ended June 30, 2025, respectively. The remaining deferred offering costs are included as current asset on the balance sheet and will be recognized as a reduction to additional paid-in capital upon completion of the related equity offerings. Research and Development Research and development (R&D) costs, that do not meet the criteria for capitalization are expensed as incurred. Research and development expenses include fees paid to outside consultants for the Company’s proprietary technology. For the three and six months ended June 30, 2025 and 2024, the Company had R&D costs totalling $ 293,468 and $ 384,731 and $ 452,538 and $ 540,939 , respectively. Marketing Expenses The Company uses various marketing methods to create brand awareness to promote and alert the public about future product and service offerings to generate future capital or revenue when a viable product is created. The Company’s policy is to charge marketing costs to expenses in the period they are incurred. Marketing expenses were $ 49,602 and $ 57,263 and $ 226,289 and $ 252,746 for the three and six months ended June 30, 2025 and 2024, respectively. Stock-Based Compensation The Company measures and records the expense related to stock-based payment awards based on the fair value of those awards as determined on the date of the grant. The Company recognizes stock-based compensation expense over the requisite service period of the individual grant, generally equal to the vesting period, and uses the straight-line method to recognize stock-based compensation, as applicable. For stock-based compensation with performance conditions, the Company records compensation expenses when the performance condition is met. The Company uses the Black-Scholes model to estimate the fair value of stock options and forfeitures are accounted for when incurred. - 13 - ARRIVE AI INC. NOTES TO FINANCIAL STATEMENTS (Continued) 2. SIGNIFICANT ACCOUNTING POLICIES (Continued) Stock-Based Compensation (Continued) The average fair value of one (1) share of the Company’s common stock was determined to be $ 13.00 for the period of January 1, 2025 to May 15, 2025 and $ 12.71 as of December 31, 2024. On May 15, 2025, the Company completed its initial public offering and its common stock began trading on the Nasdaq Stock Exchange. Subsequent to May 15, 2025, the price of the Company’s common stock was determined by the Nasdaq daily closing stock price. Prior to May 15, 2025, the fair value of common stock is based on the prior Company’s transaction method. The prior company transaction method utilizes actual transactions in the Company’s non-controlling, non-marketable private company equity interests. Therefore, the result is reflective of a non-controlling, non-marketable private company value and no discount for lack of control or marketability was considered necessary in the application of this methodology. As part of this methodology, there are a number of limiting assumptions, however, management believes it appropriately represents the fair market value indication for one (1) share of the Company’s common stock. Since, prior to May 15, 2025, the Company’s stock was not publicly traded, the expected volatility is based on the historical and implied volatility of similar companies whose stock or option prices are publicly available, after considering the industry, stage of the life cycle, size, market capitalization, and financial leverage of the other companies. Income Taxes There is no income tax benefit for the losses for the three and six months ended June 30, 2025 and 2024 since management has determined that the realization of the net deferred tax asset is not assured and has created a valuation allowance for the entire amount of such benefits. The Company’s policy is to record interest and penalties associated with unrecognized tax benefits as additional income taxes in the statement of operations. As of January 1, 2025, the Company had no unrecognized tax benefits, or any tax related interest or penalties, and it does not expect significant changes in the amount of unrecognized tax benefits to occur within the next twelve months. There were no changes in the Company’s unrecognized tax benefits during the three- and six-month period ended June 30, 2025. The Company did no t recognize any interest or penalties during 2025 related to unrecognized tax benefits. With few exceptions, the U.S. and state income tax returns filed for the tax years ending on December 31, 2021 and thereafter are subject to examination by the relevant taxing authorities. Net operating loss (NOL) carryforwards are subject to examination in the year they are utilized regardless of whether the tax year in which they are generated has been closed by the statute. The amount subject to disallowance is limited to the NOL utilized. Accordingly, the Company may be subject to examination for prior NOLs generated as such NOLs are utilized. - 14 - ARRIVE AI INC. NOTES TO FINANCIAL STATEMENTS (Continued) 2. SIGNIFICANT ACCOUNTING POLICIES (Continued) Convertible Note Payable and Derivative Liabilities (As Restated) The Company accounts for the convertible note in accordance with ASC 470, Debt , and ASC 815, Derivatives and Hedging . At issuance, the Company evaluates each convertible note to determine whether any embedded features must be bifurcated and accounted for separately as a derivative liability. If an embedded conversion feature fails the indexed-to-own-stock test under ASC 815-40-15, because the conversion price is determined by a path-dependent formula rather than a fixed price or a current observable price, the conversion feature is bifurcated from the host debt instrument and recognized as a derivative liability at fair value on the issuance date. The host debt instrument is then recorded at an initial carrying value equal to the cash proceeds received, reduced by (i) the original issue discount (“OID”), (ii) the fair value of the bifurcated derivative liability at issuance, and (iii) debt issuance costs allocable to the host instrument. When an embedded derivative is bifurcated from a convertible note at issuance, the Company initially records derivative liabilities at fair value, with the residual proceeds allocated to the host debt instrument, consistent with ASC 835-30 and ASC 815. Debt issuance costs are allocated consistently with this initial measurement approach. The portion of issuance costs allocated to derivative liabilities is expensed immediately in the period of issuance. The portion of issuance costs allocated to the host debt instrument is recorded as a contra-debt balance (debt issuance costs) and amortized to interest expense over the expected term of the note using the effective interest method (“EIM”). The combined discount on each host debt instrument consisting of OID, the fair value of the bifurcated derivative at issuance, and allocated debt issuance costs is accreted to the face amount of the note using the EIM over the expected term of each note in accordance with ASC 835-30. Where a convertible note has no stated maturity date, the Company estimates the expected term based on management’s best estimate of the period over which the debt is expected to remain outstanding, considering the economic substance of the instrument, the contractual terms, the expected timing and pattern of conversion or settlement, and other relevant facts and circumstances. The expected term used for accretion of the host debt instrument is applied consistently with the expected term used in valuing any bifurcated embedded derivative. This estimate is reassessed when facts and circumstances indicate a change may be warranted. Bifurcated derivative liabilities are recognized at fair value on the issuance date of the applicable convertible note and are subsequently remeasured at fair value at each reporting date and at each conversion date, in accordance with ASC 815. Changes in fair value are recognized in earnings as a gain or loss on change in fair value of derivative liabilities and are presented as a separate line item within other income (expense) in the statement of operations. When the conversion feature’s fair value cannot be estimated using a closed-form solution because the conversion price is based on a formula that incorporates path-dependent inputs, the Company estimates fair value using a Monte Carlo simulation model. The model simulates a large number of potential stock price paths and computes the expected present value of the conversion payoff under each path. The significant unobservable inputs used in the Monte Carlo simulation include the expected equity volatility, expected instrument term, risk-free rate, and debt discount rate. These instruments are classified within Level 3 of the fair value hierarchy established under ASC 820, Fair Value Measurement , because their valuation relies on significant unobservable inputs. See NOTE 5 for a description of the valuation methodology and significant assumptions. When a noteholder elects to convert a portion or all of a convertible note into shares of common stock, the Company accounts for the conversion as follows: The pro-rata portion of the carrying value of the host debt instrument, including the related pro-rata unamortized OID and pro-rata unamortized debt issuance costs, is derecognized upon conversion. If the carrying amount of the net host instrument differs from the consideration transferred, the difference is recognized as a gain or loss on conversion of debt in accordance with ASC 470-50. The pro-rata portion of the bifurcated derivative liabilities attributable to the converted principal is remeasured to fair value as of the conversion date. The change in fair value from the most recent prior remeasurement date to the conversion date is recognized in earnings as a gain or loss on change in fair value of derivative liability. Upon conversion of the convertible note payable, the pro-rata portion of the remeasured fair value of the derivative liability is then derecognized from the balance sheet with a credit to additional paid-in capital. - 15 - ARRIVE AI INC. NOTES TO FINANCIAL STATEMENTS (Continued) 2. SIGNIFICANT ACCOUNTING POLICIES (Continued) Fair Value of Financial Instruments (As Restated) The Company measures fair value in accordance with ASC 820, Fair Value Measurement , which defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The carrying values of the Company’s short-term financial instruments, including cash, accounts receivable, accounts payable, and accrued liabilities approximate their fair values due to their short-term nature. The host portion of convertible note payable, excluding the separately recognized bifurcated derivative liability, are carried at amortized cost using the effective interest method as disclosed in NOTE 5. The bifurcated derivative liability associated with the convertible note is carried at fair value on a recurring basis and classified within Level 3 of the fair value hierarchy. See NOTE 5 for a full description of the fair value measurement methodology, significant unobservable inputs, and the roll-forward of the derivative liabilities balance. The vehicle note payable is carried at amortized cost. The estimated fair value of this instrument approximates its carrying value due to the interest rate approximating current market rates for similar collateralized borrowings. Recently Adopted Accounting Standard In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which requires incremental disclosures about reportable segments but does not change the definition of a segment or the guidance for determining reportable segments. The requirements are effective for annual reporting periods beginning on January 1, 2024, and are required to be applied retrospectively. The Company has adopted the additional disclosure requirements under ASU 2023-07. The additional requirements did not have a material impact on the financial statements. Recently Issued Accounting Standard Not Yet Adopted In November 2024, the FASB issued ASU 2024-03, ASC Subtopic “Disaggregation of Income Statement Expenses (ASC 220-40): Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures”. The amendments require additional disclosure of the nature of expenses included in the income statement. The amendments in this update are effective for public business entities for fiscal years, beginning after December 15, 2026. Early adoption is permitted. The Company is currently assessing the impact of the adoption of this standard on its financial statements. 3. SEGMENT REPORTING The Company’s principal business is described in Note 1. The Company has determined that it operates in a 1 single operating and reportable segment. The Company’s Chief Financial Officer is designated as the chief operating decision maker (“CODM”). The CODM evaluates the business as a whole and does not receive discrete financial information for separate business units. The CODM is responsible for evaluating financial results and making resource allocation decisions. - 16 - ARRIVE AI INC. NOTES TO FINANCIAL STATEMENTS (Continued) 3. SEGMENT REPORTING (Continued) Significant Segment Expenses The Company considers the following as significant expenses in evaluating its segment performance: ● Research and Development: includes costs related to materials and supplies, prototype hardware development, and third-party consulting costs. ● General and Administrative: includes personnel costs, contractor expenses, and other overhead expenses. ● Legal and Professional Fees: includes the cost of legal services to expand and maintain the Company’s patent portfolio, fees associated with various business transactions, and compliance with regulatory requirements. Entity-Wide Disclosures ● Geographic Revenue Information: For both the three and six months ended June 30, 2025, 100 % of the Company’s net sales were generated in the United States. ● Major Customers: The Company has one customer that accounted for 10 % or more of total revenue. The Company did not generate revenue during the same periods in 2024. 4. GOING CONCERN (AS RESTATED) The Company’s financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The financial statements do not include any adjustment relating to recoverability and classification of recorded amounts of assets and liabilities that might be necessary if the Company is unable to continue as a going concern. The Company has a minimum cash balance available for payment of ongoing operating expenses. As of June 30, 2025, the Company has an accumulated deficit of $ 21,587,791 and a net loss for the current period of $ ( 5,667,236 ). These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of twelve months from the issuance date of this report. The Company’s continued existence is dependent upon its ability to continue to execute its operating plan and to obtain additional debt or equity financing. There can be no assurance that the necessary debt or equity financing will be available or will be available on terms acceptable to the Company. These financial statements do not include any adjustments that might result from the Company’s inability to continue as a going concern. - 17 - ARRIVE AI INC. NOTES TO FINANCIAL STATEMENTS (Continued) 5. FAIR VALUE MEASUREMENTS (AS RESTATED) The Company accounts for fair value measurements in accordance with ASC 820, which defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 establishes a three-level hierarchy for inputs used in measuring fair value: ● Level 1 — Quoted prices in active markets for identical assets or liabilities ● Level 2 — Observable inputs other than quoted prices included in Level 1 ● Level 3 — Unobservable inputs supported by little or no market activity The Company measures its bifurcated derivative liabilities associated with its convertible notes at fair value on a recurring basis, see NOTE 11. These instruments are classified within Level 3 of the fair value hierarchy because their valuation relies on significant unobservable inputs, including expected equity volatility, expected term, and debt discount rates. The following table presents the Company’s financial liabilities measured at fair value on a recurring basis: SCHEDULE OF FINANCIAL LIABILITY MEASURED AT FAIR VALUE Description Level June 30, 2025 Derivative liabilities 3 $ 2,060,000 The carrying amounts of cash, accounts receivable, accounts payable, and accrued liabilities approximate fair value due to their short-term nature. Derivative Liabilities In connection with the convertible notes issued under the Securities Purchase Agreement with Streeterville Capital, LLC, as described in NOTE 11, the Company bifurcated the embedded conversion feature from the note and recognized it as a derivative liability under ASC 815. The derivative liabilities are initially recognized at fair value on the issuance date of the convertible note and is subsequently remeasured at fair value at each reporting date and each conversion date. Changes in fair value are recognized in the statement of operations. The Company estimates the fair value of the derivative liability using a Monte Carlo simulation model, which simulates a large number of potential stock price paths and computes the expected present value of the conversion payoff under each path. Valuation Inputs and Basis of Significant Assumptions The following inputs were used in the Monte Carlo simulation to measure the instrument at inception: SCHEDULE OF VALUATION INPUTS AND BASIS OF SIGNIFICANT ASSUMPTIONS Input Convertible Note Inception Assumed instrument term 3.0 years Stock price $ 13.25 Selected equity volatility 135 % Risk-free rate (continuous compounded, 3 -year) 3.91 % Debt discount rate ( 3 -year) 25.72 % The following inputs were used in the Monte Carlo simulation to remeasure the derivative liability at each reporting date: Input 6/30/2025 Assumed instrument term 3.0 years Stock price $ 11.68 Selected equity volatility 135 % Risk-free rate (continuous compounded, 3 -year) 3.65 % Debt discount rate ( 3 -year) 28.93 % Derivative Liability Measurement Input 28.93 % As described in NOTE 11, the convertible note had no stated maturity. The Company estimated an expected term of three years based on the timing of expected draws from the SPA, the economic structure of the SPA, the conversion mechanics, and its assessment of expected noteholder conversion behavior. This estimate is reassessed at each remeasurement date. The Company estimated expected equity volatility using the historical volatility of a peer group of comparable-stage companies operating in the autonomous vehicle, robotics, and AI/logistics technology industries, supplemented by the Company’s own limited trading history. The risk-free rate was derived from the continuously compounded yield on U.S. Treasury securities with a remaining term approximately equal to the assumed instrument term, observed as of each measurement date. The debt discount rate represents the Company’s estimated cost of non-convertible debt with terms comparable to the convertible note. This rate was calibrated using observable market data for similarly situated issuers in the Company’s industry and credit profile, adjusted for the specific terms of the SPA. - 18 - ARRIVE AI INC. NOTES TO FINANCIAL STATEMENTS (Continued) 5. FAIR VALUE MEASUREMENTS (AS RESTATED) (Continued) Sensitivity of Level 3 Fair Value Measurements Because derivative liabilities are valued using significant unobservable inputs, their fair value measurements are classified within Level 3. Changes in those inputs can have a material effect on the reported fair value. The table below describes the directional sensitivity of the derivative liability fair value to changes in the most significant unobservable inputs, holding all other inputs constant: Input Direction of Change Effect on Fair Value Equity volatility Increase (decrease) Increase (decrease) Expected term Increase (decrease) Increase (decrease) Debt discount rate Increase (decrease) Decrease (increase) Stock price Increase (decrease) Increase (decrease) Equity volatility is the most significant unobservable input. The conversion feature has an asymmetric payoff structure (the noteholder benefits from lower stock prices that produce a lower conversion price under the Lookback Formula, subject to the $ 0.25 floor), and higher volatility generally increases the expected value of that optionality. A hypothetical 10 percentage point increase or decrease in assumed volatility, holding other inputs constant, would result in a directionally significant change in the fair value of the derivative liabilities; however, the magnitude of such change depends on the then-current stock price relative to the conversion price range and cannot be quantified without reference to the applicable simulation outputs. Management considers the volatility assumption to be the key source of estimation uncertainty in the Level 3 measurement. Expected term affects the number of simulated conversion opportunities and the present value weighting of simulated payoffs; a longer term increases the value of the conversion optionality. Debt discount rate affects the discount applied to the simulated payoffs; a higher rate reduces present value. The interrelationship between equity volatility and stock price should also be noted: at lower stock prices, the conversion discount embedded in the Lookback Formula produces larger absolute payoffs per share for the noteholder, and higher volatility amplifies this effect. The $ 0.25 floor price limits downside exposure in scenarios where the stock price falls significantly. Derivative Liabilities Roll-Forward The following table provides a reconciliation of derivative liabilities measured at fair value using Level 3 inputs for the six months ended June 30, 2025: SCHEDULE OF RECONCILIATION OF THE DERIVATIVE LIABILITY MEASURED AT FAIR VALUE Convertible Note Balance at January 1, 2025 $ — Derivative liabilities recognized upon issuance of convertible note payable at fair value 2,250,000 Change in fair value — period-end remeasurement (June 30, 2025) ( 190,000 ) BALANCE AT JUNE 30, 2025 $ 2,060,000 The total net change in fair value of the derivative liabilities recognized in the statement of operations for the three and six months ended June 30, 2025 was a gain of $ 190,000 , presented within “Change in fair value of derivative liabilities” in the accompanying statement of operations. There was no comparable activity during the year ended December 31, 2024. Amounts reclassified upon conversion represent the fair value of the pro-rata portion of the derivative liabilities, remeasured as of the applicable conversion date and derecognized in connection with the settlement of the related converted principal. The change in fair value through the conversion date is included in “Change in fair value of the derivative liabilities - conversion remeasurement”. For a description of the full conversion accounting policy, including the treatment of the host debt component upon conversion, see NOTE 11. 6. PROPERTY AND EQUIPMENT Property and equipment consist of the following: SCHEDULE OF PROPERTY AND EQUIPMENT June 30, 2025 December 31, 2024 Vehicle $ 58,443 $ 58,443 Equipment 69,905 50,000 Construction in progress 66,077 38,155 Total property and equipment 194,425 146,598 Less: accumulated depreciation ( 67,839 ) ( 51,173 ) TOTAL PROPERTY AND EQUIPMENT, NET $ 126,586 $ 95,425 For the three and six months ended June 30, 2025 and 2024, total depreciation expense was $ 9,576 and $ 16,666 and $ 7,030 and $ 14,126 , respectively. - 19 - ARRIVE AI INC. NOTES TO FINANCIAL STATEMENTS (Continued) 7. PREPAID EXPENSES Prepaid expenses and other current assets consist of the following: SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS June 30, 2025 December 31, 2024 Prepaid payroll wages $ 38,271 $ 38,271 Prepaid insurance 79,509 10,017 Prepaid software and other 79,518 7,579 TOTAL PREPAID EXPENSES $ 197,298 $ 55,867 8. DEFERRED OFFERING COSTS Pursuant to ASC 340-10-S99-1, costs directly attributable to an offering of equity securities are deferred and would be charged against the gross proceeds of the offering. Deferred offering costs consist of underwriting, legal, accounting, and other expenses incurred through the balance sheet date that are directly related to the proposed public offering. The Company’s registration statement was declared effective and the stock began trading on May 15, 2025. During the three months ended March 31, 2025, the Company issued 532,913 shares of common stock in exchange for investment banking advisory services with a fair value of $ 6,927,869 , which was recorded as deferred offering costs. During the six months ended June 30, 2025, the Company recorded an additional $ 698,570 for filing and legal fees related to the transaction. Upon completion of the public listing, $ 871,882 of the deferred offering costs were recorded as a reduction of the proceeds, in proportion to the funds received from the offering, which were recognized in additional paid-in capital. 9. PATENTS, NET Patents consist of the following: SCHEDULE OF PATENTS June 30, 2025 December 31, 2024 Patents $ 274,700 $ 274,700 Less: accumulated amortization ( 1,551 ) ( 1,099 ) TOTAL PATENTS $ 273,149 $ 273,601 As of June 30, 2025, six of the Company’s fifty-seven international patents were issued and began being amortized over twenty years . As of June 30, 2024, five of the Company’s forty-four patents were approved by the countries in which the patent applications were filed. Amortization expense was $ 150 and $ 452 and $ 184 and $ 343 for the three and six months ended June 30, 2025 and 2024, respectively. - 20 - ARRIVE AI INC. NOTES TO FINANCIAL STATEMENTS (Continued) 10. NOTE PAYABLE Note payable consists of the following: SCHEDULE OF NOTES PAYABLE June 30, 2025 December 31, 2024 Vehicle note payable for $ 40,248 with monthly installment payments of $ 799 , including interest at 6.99 % per annum. The loan is collateralized by the respective vehicle and is due in February 2027. $ 14,895 $ 19,082 Less current portion ( 8,827 ) ( 8,524 ) LONG-TERM PORTION $ 6,068 $ 10,558 The balance of the above debt matures as follows: SCHEDULE OF MATURITIES OF LONG-TERM DEBT Twelve Months Ending June 30, Amount 2026 $ 8,827 2027 6,068 TOTAL $ 14,895 Interest expense related to this note payable for the three and six months ended June 30, 2025 and 2024, was $ 285 and $ 607 and $ 427 and $ 888 , respectively. 11. CONVERTIBLE NOTE PAYABLE (AS RESTATED) Overview of the Purchase Agreement On March 21, 2025, the Company entered into a Securities Purchase Agreement with Streeterville Capital, LLC (“Streeterville”). The SPA closed on May 15, 2025, upon satisfaction of all condition precedents. The SPA provides for a maximum facility of $ 40,000,000 , under which one draw was completed during the six months ended June 30, 2025, resulting in aggregate cash proceeds of $ 4,000,000 and the issuance of a convertible note with an aggregate face amount of $ 4,330,000 . As of June 30, 2025, the remaining undrawn capacity under the facility is $ 36,000,000 ; however, any future draws remain subject to the satisfaction of conditions precedent set forth in the SPA. The convertible note payable includes limitations that may restrict additional borrowings, including (i) a limitation on total outstanding indebtedness, (ii) a minimum market capitalization requirement of $100 million, and (iii) a minimum book value of $4 million at the time of a draw. No assurance can be given that additional draws will be made. The convertible notes issued under the SPA bear interest at a rate of 8 % per annum and have no stated maturity date. In the event of a default under the SPA, the Company will be required to make monthly cash payments until the default is cured or the notes are repaid in full. Pre-Delivery Shares Pursuant to the SPA, Streeterville purchased 2,937,500 shares of common stock (the “Pre-Delivery Shares”) at par value ($ 0.0002 per share) in exchange for aggregate consideration of $ 588 . The Pre-Delivery Shares were issued as a condition of and concurrent with the closing of the SPA on May 15, 2025, and are contractually linked to the financing arrangement. The Company has evaluated the Pre-Delivery Shares under ASC 480-10-25 and ASC 505-10-45 and concluded that equity classification is appropriate on the following basis: (i) the shares represent issued and legally outstanding common stock with full voting rights; (ii) the Company holds a right, but not an obligation, to repurchase the Pre-Delivery Shares at par value, which is a unilateral call option and does not, by itself, require liability classification; and (iii) the shares are not mandatorily redeemable and do not embody an unconditional obligation requiring the Company to transfer assets. Accordingly, the Pre-Delivery Shares are presented within stockholders’ equity and are included as issued and outstanding shares as of June 30, 2025. The Pre-Delivery Shares are included in the weighted-average shares outstanding used in the computation of basic and diluted loss per share beginning on May 15, 2025, the date the SPA closed and the shares were issued, consistent with ASC 260-10-45. The Company considered whether the nominal issuance price and the Company’s repurchase right created any basis to exclude these shares from EPS and concluded that, because the shares are legally issued and outstanding with no outstanding contingency that would require their return, the Company’s inclusion is appropriate. Conversion Feature and Bifurcation Pursuant to ASC 815-40-15 and ASC 815-15-25, a conversion feature that fails the indexed-to-own-stock test must be bifurcated from the host instrument and accounted for separately as a derivative liability, measured at fair value at each reporting date, with changes in fair value recognized in earnings. Accordingly, the Company has bifurcated the conversion feature as a derivative liability at the inception of the note. Note Issuance Summary The convertible note issued was bifurcated as follows. The initial host carrying value for each note represents the cash proceeds received, reduced by (i) the original issue discount (“OID”) of approximately 8% of the principal proceeds, (ii) the fair value of the bifurcated derivative liabilities at issuance, (iii) the portion of debt issuance costs of 6% that are allocated to the host debt instrument, as described below, and (iv) the fair value of 62,500 shares of common stock issued by the company as a commitment fee. - 21 - ARRIVE AI INC. NOTES TO FINANCIAL STATEMENTS (Continued) 11. CONVERTIBLE NOTE PAYABLE (AS RESTATED) (Continued) In connection with the issuance of the note, the Company incurred debt issuance costs equal to 6 % of cash proceeds received, totaling $ 240,000 . In accordance with ASC 835.30 and ASC 815, the Company allocates debt issuance costs between the host debt instrument and the bifurcated derivative liability based on their relative fair values at the date of issuance. Specifically, the fair value of the bifurcated derivative liability as a percentage of total proceeds was used to determine the portion of issuance costs attributable to the derivative component. Accordingly, $ 164,013 of the total $ 240,000 in issuance costs was allocated to the derivative components and expensed immediately within the statement of operations, as such costs cannot be deferred against a liability measured at fair value through earnings under ASC 815-15. The remaining $ 75,987 was recorded as a contra-liability (direct reduction of the carrying value of the host debt instrument) and is being amortized to interest expense using the effective interest method over the estimated expected term of three years, consistent with the accretion of the OID and derivative discounts described below. The resulting discount is accreted to par using the effective interest method over the estimated term of the note. Although the note has no stated maturity date, the Company estimated an expected term of three years for purposes of both the EIM accretion schedule and the Monte Carlo valuation of the bifurcated derivative. This expected term was determined based on (i) the Company’s expected timing of draws under the SPA (ii) the economic terms and structure of the SPA, including the conversion mechanics and the absence of a mandatory redemption date, (iii) the Company’s assessment of the expected conversion behavior of the noteholder based on the Lookback Formula, and (iv) the provisions of the SPA governing the noteholder’s conversion rights. The use of an expected term rather than a contractual maturity is consistent with ASC 820-10-35-24C, which requires that fair value reflect market participant assumptions. Management applied the same three-year expected term in both the EIM accretion model and the Monte Carlo valuation model based on its estimate of the period over which the note is expected to remain outstanding. The three-year assumption will be reassessed each reporting period in connection with the fair value remeasurement of the derivative liability. SCHEDULE OF FAIR VALUE REMEASUREMENT OF THE DERIVATIVE LIABILITY Convertible Note Issuance date May 15, 2025 Face amount $ 4,330,000 Original issue discount ( 330,000 ) Cash proceeds 4,000,000 Debt issuance costs (contra-liability) ( 75,987 ) Derivative discount (initial fair value of bifurcated derivative) ( 2,250,000 ) Commitment shares (discount) ( 828,125 ) INITIAL HOST CARRYING VALUE $ 845,888 Host Convertible Note Roll-Forward The following table sets forth the activity in the carrying value of the host portion of the convertible note for the 6 months ended June 30, 2025. Discount accretion is computed using the EIM applied to the initial carrying value of the note over its estimated three-year expected term. Upon conversion, the face amount converted and the pro-rata unamortized discount and issuance costs attributable to the converted portion are removed from the carrying value. SCHEDULE OF HOST CONVERTIBLE NOTE Convertible Note Balance at January 1, 2025 $ — Note issuance — initial host carrying value 845,888 EIM accretion of debt discount and issuance costs 29,594 HOST CARRYING VALUE AT JUNE 30, 2025 $ 875,482 Conversion Accounting See NOTE 2, Convertible Notes Payable and Derivative Liabilities for details on accounting for the conversion of convertible notes payable. For a summary of derivative liability activity during the six months ended 2025, including amounts derecognized upon conversion, refer to NOTE 5. Other income and expenses related to convertible note Other income and expenses related to the convertible note recognized during the three and six months ended June 30, 2025 consisted of accretion of debt discount and accretion of debt issuance costs of $ 27,738 and $ 1,856 , respectively. The bifurcated derivative liabilities associated with the convertible notes is classified as a Level 3 instrument and remeasured at fair value at each reporting date using a Monte Carlo simulation model. For a full description of the valuation methodology, significant unobservable inputs (including the expected term, volatility, and risk-free rate assumptions), a roll-forward of the derivative liabilities balance, and the amounts of unrealized gains or losses recognized in earnings during 2025, refer to NOTE 5. - 22 - ARRIVE AI INC. NOTES TO FINANCIAL STATEMENTS (Continued) 12. COMMITMENTS AND CONTINGENCIES Lease Obligation Effective April 1, 2024, the Company expanded its leased office space. The new term is nine months , and thereafter a month-to-month lease which can be cancelled with a 90-day written notice and agreement to suitable terms by both parties. Under this lease, base rent is $ 3,600 per month. The Company is required to pay insurance, listing the property owner as an additional insured, and normal maintenance costs for certain of this leased property. Additionally, the Company rents a warehouse from an officer and shareholder for $ 2,250 per month on a month-to-month basis. FASB ASU No. 2016-02, Topic 842, Leases, allows companies to elect certain policies for short-term leases. The Company has elected not to recognize right-of-use assets and lease liabilities arising from short-term leases with an initial term of 12 months or less Litigation From time to time, the Company may become involved in various legal proceedings in the ordinary course of its business and may be subject to third-party infringement claims. In the normal course of business, the Company may agree to indemnify third parties with whom it enters into contractual relationships, including customers, lessors, and parties to other transactions with the Company, with respect to certain matters. The Company has agreed, under certain conditions, to hold these third parties harmless against specified losses, such as those arising from a breach of representations or covenants, other third-party claims that the Company’s products, when used for their intended purposes, infringe the intellectual property rights of such other third parties, or other claims made against certain parties. It is not possible to determine the maximum potential amount of liability under these indemnification obligations due to the Company’s limited history of prior indemnification claims and the unique facts and circumstances that are likely to be involved in each particular claim. - 23 - ARRIVE AI INC. NOTES TO FINANCIAL STATEMENTS (Continued) 13. RELATED-PARTY TRANSACTIONS On May 26, 2020, the Company entered into a 3-year agreement with a stockholder of the Company for the use of a patent. Beginning June 1, 2020, the Company began paying the stockholder a monthly license fee of $ 10,000 . Once revenue from sales, rentals, and leases begins, the Company is required to pay $ 25.00 per unit sold. If the Company does not sell 400 units per month (or $10,000), the original fixed $10,000 is paid. Accordingly, for the three and six months ended June 30, 2025 and 2024, the Company recorded licensing fee costs in the amount of $ 30,000 and $ 60,000 each period, respectively. On March 10, 2025, the Company entered into the second amendment to the Exclusive Patent License Agreement of May 26, 2020. The Second Amendment extends the license to perpetuity, covering the full term and life of the patents, and cures in the event of default. The Second Amendment also removes prior restrictions on the Company’s use, sale, or commercialization of the technology after termination, permitting the sale of remaining inventory for up to 90 days post-termination, provided all required reports and payments are made under the Agreement. 14. STOCKHOLDERS’ EQUITY (AS RESTATED) Common Stock As of April 30, 2020 (date of incorporation), the Company had 100,000,000 shares of common stock, with a par value of $ 0.0001 , authorized and available to issue for purposes of satisfying any future transactions. No other class of stock has been authorized or is available for issuance. Effective September 15, 2021, the Company authorized a 2-for-1 stock split, with 200,000,000 shares authorized and available, with a par value of $ 0.00005 , to issue for purposes of satisfying any future transactions. Effective November 25, 2024, the Company authorized a 1-for-4 reverse stock split, with 200,000,000 shares authorized and available to issue for purposes of satisfying any future transactions. The par value is now $ 0.0002 . During the six months ended June 30, 2025, the Company issued 3,902,480 shares of common stock as follows: a) 11,692 shares with accredited investors in exchange for cash of $ 152,000 at an average share price of $ 13.00 per share. 7,692 of the shares were issued with warrants and deemed as equity, as described in Note 15. b) 2,937,500 shares with an accredited investor in exchange for cash of $ 588 . The shares were issued at par value, subject to the securities purchase agreement, dated March 21, 2025, by and between Streeterville Capital, LLC and the Company (the “Streeterville Purchase Agreement”), as described in Note 11. c) 120,820 warrants exercised, for 120,820 shares in exchange for cash of $ 573,896 . d) 25,693 shares issued through a crowdfunding campaign with other investors in exchange for net cash of $ 291,773 , at an average share price of $ 11.36 per share after offering costs. - 24 - ARRIVE AI INC. NOTES TO FINANCIAL STATEMENTS (Continued) 14. STOCKHOLDERS’ EQUITY (Continued) Common Stock (Continued) e) 84,874 shares issued to employees and consultants, recognized as compensation expense, fair valued at $ 13.00 per share, for a total fair value of $ 1,103,362 , based on the price per stock issued to investors for cash during the period January 1, 2025 to May 15, 2025. f) 62,500 shares issued to Streeterville Capital, LLC as commitment shares pursuant to the SPA, fair valued at $ 828,125 . g) 33,815 shares issued in June 2025 to employees or consultants via stock awards, recognized as compensation expense, for a total of $ 439,595 , fair valued based on the Company’s closing stock price on the day the shares were issued. h) 532,913 shares issued to a consultant via stock awards, recognized as deferred offering costs, fair valued at $ 13.00 per share, for a total of $ 6,927,869 , based on the price per stock issued to investors for cash. i) 92,673 shares issued with a consultant as settlement of legal expenses incurred in prior periods, fair valued at $ 13.00 per share, for a total of $ 1,204,737 , based on the price per stock issued to investors for cash. 15. WARRANTS The following table summarizes the warrants outstanding for the six months ended June 30, 2025: SCHEDULE OF WARRANTS OUTSTANDING Warrants Outstanding Weighted Average Exercise Price Weighted Average Grant Date Fair Value Weighted Average Remaining Contractual Term (years) Aggregate Intrinsic Value BALANCE, DECEMBER 31, 2024 227,549 $ 10.08 $ 4.76 0.97 $ 598,996 Granted 7,692 11.00 8.55 3.70 5,231 Exercised ( 120,820 ) 9.52 3.87 - - Cancelled/Expired ( 6,680 ) 9.52 3.90 - - BALANCE, JUNE 30, 2025 107,741 $ 10.80 $ 6.09 1.52 $ 102,511 The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying warrants and the closing stock price of $ 11.68 for the Company’s common shares on June 30, 2025 and the closing stock price of $ 12.71 for the Company’s common shares on December 31, 2024. - 25 - ARRIVE AI INC. NOTES TO FINANCIAL STATEMENTS (Continued) 16. EQUITY INCENTIVE PLAN The Company created the 2023 Equity Incentive Plan (the Plan) on April 27, 2023, under which shares of common stock became available for issuance not to exceed 1,500,000 . The Stock Plan is designed to attract, retain, and motivate key employees. Currently, the fair value is recognized as an expense over the vesting period of the award. Option awards are generally granted with an exercise price equal to the fair market value of the Company’s stock at the date of grant, vest over a four-year period, and expire after ten years. There are certain situations that may accelerate the vesting or termination of all outstanding options, such as a change in control. As of June 30, 2025, 886,799 shares were available for grant. The compensation expenses related to incentive units is included in general and administrative expenses with a corresponding increased to additional paid-in-capital. The following table summarizes the options outstanding for the six months ended June 30, 2025: SCHEDULE OF SHARE OPTIONS OUTSTANDING Share Options Outstanding Weighted Average Exercise Price Weighted Average Grant Date Fair Value Weighted Average Remaining Contractual Term (years) Aggregate Intrinsic Value BALANCE, DECEMBER 31, 2024 614,704 $ 0.80 $ 10.88 8.87 $ 7,322,656 Exercised ( 1,094 ) 0.76 10.30 - - Canceled/Expired ( 1,503 ) 0.76 11.26 - - BALANCE, JUNE 30, 2025 612,107 $ 0.80 $ 10.88 8.38 $ 6,661,152 EXERCISABLE, JUNE 30, 2025 205,213 $ 0.80 $ 10.86 8.37 $ 2,232,276 The following table summarizes the nonvested share options for the six months ended June 30, 2025: SCHEDULE OF NONVESTED SHARE OPTION Nonvested Share Options Weighted Average Exercise Price Weighted Average Grant Date Fair Value Weighted Average Remaining Contractual Term (years) Aggregate Intrinsic Value BALANCE, DECEMBER 31, 2024 452,875 $ 0.80 $ 10.89 8.88 $ 5,396,007 Vested ( 44,821 ) 0.79 10.93 8.41 488,000 Canceled/Expired ( 1,160 ) 0.76 11.36 - - BALANCE, JUNE 30, 2025 406,894 $ 0.80 $ 10.88 8.38 $ 4,428,876 - 26 - ARRIVE AI INC. NOTES TO FINANCIAL STATEMENTS (Continued) 16. EQUITY INCENTIVE PLAN (Continued) The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying share options and the closing stock price of $ 11.68 for the Company’s common shares on June 30, 2025 and the closing stock price of $ 12.71 for the Company’s common shares on December 31, 2024. There were no options granted during the six months ended June 30, 2025. As of June 30, 2025, there was $ 4,427,738 unrecognized compensation expense related to nonvested stock options to be recognized over the remaining vesting period. Total compensation expense related to stock options during the three and six months ended June 30, 2025 and June 30, 2024 was $ 244,883 and $ 489,766 and $ 246,612 and $ 462,282 , respectively. During the six months ended June 30, 2025 there were 1,094 options exercised in a cashless exchange for 690 shares. 17. RESEARCH AND DEVELOPMENT TAX CREDITS The Company qualifies as a small business under Internal Revenue Code Section 41(h) and has elected to apply a portion of its federal research and development (R&D) credit against the employer portion of Social Security payroll taxes, in accordance with IRS Form 6765. As of June 30, 2025, the Company had $ 166,499 of unused payroll tax credits. These credits are being applied as an offset to the Company’s payroll tax liability and are recognized as a reduction of payroll tax expense in the period the benefit is realized. 18. SUBSEQUENT EVENTS On July 2, 2025, subsequent to the end of the reporting period, Congress enacted the Taxpayer Fairness and Growth Act of 2025, which includes significant amendments to the Internal Revenue Code. Key provisions include: ● A reduction in the federal corporate income tax rate from 21 % to 19 %, effective for tax years beginning after January 1, 2026; ● Limitations on the deductibility of certain interest and R&D expenses; ● Modifications to the foreign-derived intangible income (“FDII “) and global intangible low-taxed income (“GILTI”) regimes. The Company is currently evaluating the impact of the legislation on its consolidated financial statements, including deferred tax assets and liabilities. Because the enactment occurred after the end of the reporting period and before issuance of these financial statements, the effects have not been recognized in the accompanying condensed consolidated financial statements as of and for the period ended June 30, 2025, consistent with ASC 740 and ASC 855. The Company expects the corporate rate reduction to have no material impact on its effective tax rate beginning in fiscal 2026. However, remeasurement of deferred tax balances and the application of new limitations may result in non-cash tax charges in future periods. The Company will continue evaluating the impact and recognize any required adjustments in the period of enactment. On July 28, 2025 the Company’s resale registration statement on Form S-1 was declared effective by the SEC registering up to 8,125,779 shares of common stock for resale by selling shareholders. This includes 8,000,000 shares issuable under the Steeterville Purchase Agreement, 114,421 shares issuable upon exercise of warrants ( 6,680 of which have since expired), and 11,358 shares issued after the initial registration. On August 11, 2025, the Company entered into a Pre-Paid Purchase No. 2 with Streeterville (the “Pre-Paid Purchase No. 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. - 27 -