Arrive AI Inc美股招股说明书(2025-07-29版)

8,125,779 Shares ofCommon Stock This prospectus relates to the registration of the resale of up to 8,125,779 shares of our common stock (the “Resale Shares”) by the sellingstockholders identified in this prospectus, or its permitted transferees. The shares being registered herein may be freely sold in markettransactions following the listing and upon the effectiveness of this registration statement. Shares of our common stock are listed on the NasdaqGlobal Market. The selling stockholders may sell shares from time to time in the open market, through privately negotiated transactions or a combination ofthese methods, at market prices prevailing at the time of sale or at negotiated prices. The selling stockholders may offer shares to or throughunderwriters, dealers or other agents, directly to investors or through any other manner permitted by law, on a continued or delayed basis.Streeterville Capital, LLC (“Streeterville”) and any underwriters, broker-dealers or agents that participate in the sale of our common stock maybe “underwriters” within the meaning of Section 2(a)(11) of the Securities Act. In addition, Streeterville Capital, LLC is an “underwriter”within the meaning of Section 2(a)(11) of the Securities Act with respect to shares of common stock issued and issuable to it in connection withthe Streeterville Purchase Agreement (defined below). We will bear all costs, expenses and fees in connection with the registration of the sharesoffered by this prospectus, and the selling stockholders will bear all incremental selling expenses, including commissions and discounts,brokerage fees and other similar selling expenses they incur in the sale of the shares. See “Plan of Distribution”. By a separate registration statement (File No, 333-284042, the “Direct Listing Registration Statement”), we have registered an aggregate of29,978,212 shares of common stock which we offered for resale to the public through direct listing. The 8,125,779 shares of common stock offered by the selling stockholders is defined herein as the “Resale Shares.” 8,000,000 of the ResaleShares are being registered for the benefit of a single selling stockholder, Streeterville Capital, LLC, pursuant to the Streeterville PurchaseAgreement (defined below), 5,000,000 of which may be issued to satisfy amounts owed under Pre-Paid Purchases (defined below) outstandingas of, or arising after, the effective date of this registration statement. Please see “Selling Stockholders” for more details. Our Common Stock is approved to be listed on the Nasdaq Global Market under the symbol “ARAI.” On July 11, 2025, the last reported saleprice of our common stock on Nasdaq was $9.35 per share. Our founder and Chief Executive Officer, Daniel S. O’Toole, beneficially owns approximately 70.1% of the voting power of ouroutstanding voting securities and we are and will continue to be a “controlled company” within the meaning of the listing rules of TheNasdaq Stock Market LLC. We may rely on the exemptions from the corporate governance requirements that are available tocontrolled companies. We are an “emerging growth company” as defined under U.S. federal securities laws and, as such, have elected to comply with reducedpublic company reporting requirements. Investing in our common stock involves risks. See the “Risk Factors” section beginning on page 6 for risks you should consider beforeinvesting in our common stock. Neither the Securities and Exchange Commission nor any state securities commission has approved, or disapproved of these securitiesor determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The date of this prospectus is July 28, 2025 TABLE OF CONTENTS CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSiiABOUT THIS PROSPECTUS1PROSPECTUS SUMMARY2IMPLICATIONS OF BEING AN EMERGING GROWTH COMPANY AND A SMALLER REPORTING COMPANY3SUMMARY OF RISK FACTORS4CORPORATE INFORMATION5SUMMARY HISTORICAL FINANCIAL AND OTHER DATA5RISK FACTORS6USE OF PROCEEDS27DIVIDEND POLICY27MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS28BUSINESS32MANAGEMENT51EXECUTIVE AND DIRECTOR COMPENSATION56CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS61PRINCIPAL AND REGISTERED STOCKHOLDERS61SELLING STOCKHOLDERS63DESCRIPTION OF CAPITAL STOCK65PLAN OF DISTRIBUTION67SHARES ELIGIBLE FOR FUTURE SALE68SALE PRICE HISTORY OF COMMON STOCK69MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS69LEGAL MATTERS73INTERESTS OF NAMED EXPERTS AND COUNSEL73EXPERTS73WHERE YOU CAN FIND MORE INFORMATION73INDEX TO FINANCIAL STATEMENTSF-1i CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This prospectus includes statements that express our opinions, expectations, beliefs, plans, objectives, assumptions or projections regardingfuture events or future results and therefore are, or may be deemed to be, “forward-looking statements.” All statements other than statements ofhistorical fact