UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event Reported): ~~January~~March 2631, 2026

Arrive AI Inc.

(Exact Name of Registrant as Specified in Charter)

001-42645

(Commission File Number)

Delaware

85-0935006

(State or Other Jurisdiction

of Incorporation)

(I.R.S. Employer

Identification Number)

9100 Fall View Drive

Fishers, IN 46037

(Address of principal executive offices, with zip code)

(463) 270-0092

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock		ARAI		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 13.01. ~~Entry~~Notice ~~into~~of Delisting of Failure to Satisfy a ~~Material~~Continued ~~Definitive~~Listing ~~Agreement~~Rule or Standard; Transfer of Listing.

On ~~January~~March 2631, 2026, Arrive AI Inc. (the “Company”) ~~entered~~received ~~into~~ a ~~Pre-Paid~~notification ~~Purchase~~letter ~~No. 4~~ (the “~~Pre-Paid~~Notification ~~Purchase~~Letter ~~No.~~on 4MVPHS”) ~~with~~from ~~Streeterville~~The ~~Capital,~~Nasdaq ~~LLC,~~Stock aMarket ~~Utah~~LLC ~~limited liability company,~~ (“~~Streeterville~~Nasdaq”), ~~pursuant~~that to the ~~Streeterville Purchase~~Company ~~Agreement~~is ~~dated~~not ~~March~~in ~~21,~~compliance ~~2025~~with (the ~~“Streeterville~~minimum Market ~~Purchase~~Value ~~Agreement”).~~of ~~Under~~Publicly ~~the~~Held ~~Pre-Paid~~Shares ~~Purchase No. 4,~~ (the ~~Investor~~ ~~paid~~“MVPHS”) ~~$10,000,000~~set toforth ~~the~~in ~~Company,~~Nasdaq ~~representing~~Listing ~~the~~Rule ~~purchase~~5450(b)(2)(C) ~~price~~ for ancontinued ~~unsecured~~listing on ~~promissory~~Nasdaq, ~~note~~which ~~with~~requires ana ~~original~~minimum ~~principal balance~~MVPHS of $1015,~~800,~~000, ~~which included an $800,~~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~~MVPHS ~~Shares~~Requirement”), atsince the ~~lesser of (i) the initial listing reference price on the~~ Company’s ~~common~~failed ~~stock on~~to meet the ~~Nasdaq~~MVPHS ~~Global~~Requirement ~~Market,~~for ora ~~(ii)~~period ~~90%~~ of ~~the~~30 ~~lowest~~consecutive ~~VWAP~~business ~~over~~days ~~the~~from ~~ten~~February ~~trading~~11, ~~days~~2026 ~~prior~~ to aMarch ~~purchase~~31, ~~notice (but not below a $0~~2026.~~25 floor).~~ The ~~issuance~~Notification ofLetter on ~~Purchase~~MVPHS ~~Shares~~has isno ~~subject~~immediate toeffect aon ~~9.99%~~the ~~beneficial~~listing ~~ownership~~or ~~limitation and must be free-~~trading ~~under an effective registration statement or exemption. The Company may prepay amounts at 115%~~ of the ~~principal~~common ~~being repaid with five trading days’ notice~~stock, ~~subject~~par tovalue ~~restrictions, and is obligated to make monthly~~ $~~1,375,000 cash repayments (plus accrued interest) upon certain “trigger” events, including sustained price declines below the floor price of $~~0.250002 per share, orof the ~~share issuance nearing the threshold above which shareholders’ approval is required under the exchange rules. Streeterville may accelerate the~~ Company’s ~~obligation~~(“Common toStock”) ~~pay,~~on ~~with~~Nasdaq ~~default interest at 15%~~ and ~~all outstanding balance becoming immediately due and payable in cash~~, ~~upon~~as ~~the occurrence~~ of ~~certain~~ ~~events~~March ~~of default include nonpayment~~31, ~~insolvency~~2026, ~~covenant~~the ~~breaches,~~Common ~~and~~Stock ~~certain~~will ~~corporate~~continue ~~transactions.~~to ~~The~~trade ~~Company closed this Pre-Paid Purchase No. 4~~ on ~~December~~Nasdaq ~~26,~~under ~~2026,~~the ~~and~~symbol ~~received $10,000,000 in proceeds~~“ARAI.”

InThe ~~connection~~Notification ~~with~~Letter on MVPHS provides that pursuant to Nasdaq Listing Rule 5810(c)(3)(D), the ~~Pre-Paid~~Company ~~Purchase~~has ~~No.~~180 4calendar days, onor ~~January~~until September 2628, 2026, to regain compliance with Nasdaq Listing Rule 5450(b)(2)(C). To regain compliance, the ~~Company~~minimum ~~entered~~MVPHS ~~into~~must be at least $15,000,000 or more for a ~~Side~~minimum ~~Letter~~of ~~Agreement~~10 ~~with~~consecutive ~~Streeterville (the~~business ~~“Side~~days ~~Letter~~prior ~~Agreement”)~~to ~~whereby~~September 28, 2026. If the Company ~~agreed~~does tonot ~~file~~regain acompliance by ~~registration~~September ~~statement~~28, on2026, ~~Form~~the ~~S-1~~Company will receive written notification from Nasdaq that ~~registers~~its atsecurities ~~least 10~~are subject to delisting. Alternatively,~~000,000~~ the ~~Purchase~~Company ~~Shares~~may consider applying for a transfer to The Nasdaq Capital Market (asthe ~~defined~~“Capital inMarket”). In order to transfer, the ~~Streeterville~~Company ~~Purchase~~must ~~Agreement)~~submit byan ~~February~~on-line 9transfer application, ~~2026~~and meet the Capital Market’s continued listing requirements.

~~The~~Additionally, ~~foregoing~~on ~~description~~March of31, 2026, the ~~Pre-Paid~~Company ~~Purchase~~received ~~No.~~a 4separate ~~and~~notification ~~Side~~letter (the “Notification Letter ~~Agreement~~on isMVLS”) ~~not~~from ~~complete~~Nasdaq, indicating ~~and~~that ~~qualified~~the inCompany ~~its~~was ~~entirety~~no bylonger ~~reference to~~in compliance with the ~~text~~minimum Market Value of ~~each~~Listed ~~document~~Securities (“MVLS”) of $50,000,000 ~~which~~required ~~are~~for ~~filed~~continued listing on The Nasdaq Global Market, as ~~Exhibits~~set forth in Nasdaq Listing Rule 5450(b)(2)(A) (the “MVLS Requirement”) since the Company failed to meet the MVLS Requirement for a period of 30 consecutive business days from February 10, 2026 to March 30, 2026.1 The Notification Letter on MVLS has no immediate effect on the listing or trading of the Common Stock on Nasdaq and, ~~10.2~~as of March 31, ~~respectively~~2026, tothe ~~this~~Common ~~Current~~Stock ~~Report~~will continue to trade on ~~Form~~Nasdaq ~~8-K~~under the symbol “ARAI.”

~~Maxim~~In ~~Group~~accordance ~~LLC~~with Nasdaq Listing Rule 5810(~~“Maxim”~~c)(3)(C), ~~acted~~the asCompany ~~placement~~has ~~agent~~a ~~for~~period of 180 calendar days, or until September 28, 2026, to regain compliance with the ~~Pre-Paid~~MVLS ~~Purchase~~Requirement. NoTo regain compliance, the Company’s MVLS must close at $50,000,000 or more for a minimum of 10 consecutive business days prior to September 28, 2026. 4If ~~and~~the Company does not regain compliance by September 28, 2026, the Company will receive awritten ~~cash~~notification ~~fee~~from ~~equal~~Nasdaq that its securities are subject to 4delisting.0% Alternatively, the Company may consider applying offor a transfer to the ~~gross~~Capital ~~proceeds~~Market. ~~received~~In byorder usto intransfer, ~~connection~~the ~~with~~Company ~~this~~must ~~transaction~~submit an on-line transfer application, and meet the Capital Market’s continued listing requirements.

~~Item~~The ~~3.02~~Company ~~Unregistered~~intends ~~Sales~~to monitor the MVPHS Requirement and MVLS Requirement of ~~Equity~~its ~~Securities~~Common Stock and will consider implementing available options to regain compliance with the MVPHS Requirement and MVLS Requirement under the Nasdaq Listing Rules.

The information included in Item 1.01 of this Current Report is incorporated by reference into this Item 3.02 of this Current Report to the extent applicable. The shares of common stock issued or issuable pursuant to the Streeterville Purchase Agreement or the Pre-Paid Purchase No. 4, respectively, have been, or will be, offered and sold in reliance on exemptions from the registration requirements of the Securities Act of 1933, as amended, including Section 4(a)(2) thereof and Rule 506 of Regulation D promulgated thereunder, as transactions not involving a public offerings, or pursuant to Regulation S under the Securities Act.

Item 9.01. Financial Statements and Exhibits

Exhibit No.		Description
10.1		Pre-Paid Purchase No. 4, dated January 26, 2026, by and between Arrive AI Inc. and Streeterville Capital, LLC
10.2		Side Letter Agreement, dated January 26, 2026, by and between Arrive AI Inc. and Streeterville Capital, LLC
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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 hereunto duly authorized.

	ARRIVE AI, INC.
Date: January 30, 2026	By:	/s/ Daniel S. O’Toole
Date: April 3, 2026	By:	/s/ Daniel S. O’Toole
		Daniel S. O’Toole
		Chief Executive Officer

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