Arrive AI Inc. 10-Q/A

Item 5. Other Information 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. 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 10-Q. 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. Item 6. Exhibits The following exhibits are filed as part of this Report. EXHIBIT INDEX Exhibit No. Description 4.1 2023 Equity Incentive Plan (incorporated by reference to Exhibit 4.1 to our registration statement on Form S-8 filed on June 13, 2025) 10.1 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) 10.2* Pre-Paid Purchase No. 2, dated August 11, 2025, by and between Arrive AI Inc. and Streeterville Capital LLC 31.1* Section 302 Certification of Chief Executive Officer 31.2* Section 302 Certification of Chief Financial Officer 32.1* Section 906 Certifications of Chief Executive Officer 32.2* Section 906 Certifications of Chief Financial Officer 101 INS** INSTANCE DOCUMENT 101 SCH** SCHEMA DOCUMENT 101 CAL** CALCULATION LINKBASE DOCUMENT 101 LAB** LABELS LINKBASE DOCUMENT 101 PRE** PRESENTATION LINKBASE DOCUMENT 101 DEF** DEFINITION LINKBASE DOCUMENT 104** COVER PAGE INTERACTIVE DATA FILE - THE COVER PAGE XBRL TAGS ARE EMBEDDED WITHIN THE INLINE XBRL DOCUMENT * Filed herewith ** Submitted electronically herewith. 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; (ii) the Condensed Consolidated Statements of Operations; (iii) the Condensed Consolidated Statements of Equity; (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. - 36 - SIGNATURES Pursuant 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. Date: April 15, 2026 ARRIVE AI INC. /s/ Todd Pepmeier Todd Pepmeier Chief Financial Officer (On behalf of the Registrant and as principal financial officer) - 37 -