Arrive AI Inc 2026年季度报告

Form 10-Q/A(Amendment No. 1) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 or TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to ____________ Commission File Number 001-42645 Arrive AI Inc. (Exact name of registrant as specified in its charter) 85-0935006(I.R.S. EmployerIdentification No.) (463) 270-0092(Registrant’s telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities ExchangeAct of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has beensubject to the filing requirements for at least the past 90 days. Yes☒ No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant toRule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant wasrequired to submit and post such files). Yes☒ No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, a smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and“emerging growth company” in Rule 12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). No☒ Yes☐ Securities registered pursuant to Section 12(b) of the Exchange Act: Title of each classTrading Symbol(s)Name of each exchange on which registeredCommon stock, par value $0.0002 per shareARAIThe Nasdaq Stock Market LLC The number of shares of the registrant’s common stock, par value $0.0002 per share, outstanding as of November 14, 2025, was 34,213,387. EXPLANATORY NOTE Arrive AI, Inc. (“we,” “us,” “our,” “Arrive” and “the Company”) is filing this Amendment No. 1 to the Quarterly Report on Form 10-Q/A(“Form 10-Q/A”), to amend and restate the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2025, asoriginally filed with the Securities and Exchange Commission (“SEC”) on November, 14 2025 (the “Original Form 10-Q”). Background of Restatement Subsequent to the filing of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, management, inconsultation with the Company’s independent registered public accounting firm, identified errors in the accounting for certain hybrid financialinstruments issued pursuant to the Securities Purchase Agreement, dated March 21, 2025, with Streeterville Capital, LLC. Specifically, the Company determined that certain embedded conversion features should have been bifurcated from the related host instrumentsand accounted for as derivative liabilities at fair value in accordance with ASC 815. In addition, the Company determined that the original issuediscount and debt issuance costs associated with the host instruments were not properly accreted using the effective interest method over theappropriate accretion period. Accordingly, the Company is filing this Amendment No. 1 on Form 10-Q/A to restate its unaudited condensed financial statements as of and forthe quarter ended September 30, 2025. The Company’s Audit Committee, in consultation with management, concluded that the previouslyissued financial statements included in the Original Form 10-Q should no longer be relied upon. See Note 1 to the unaudited condensedfinancial statements for additional information regarding the restatement and its impact on the Company’s financial statements. See Part I, Item 4, Controls and Procedures, for information regarding management’s conclusions on disclosure controls and procedures andinternal control over financial reporting. Items Amended in this Quarterly Report on Form 10-Q/A This Form 10-Q/A amends and restates the following items of the Original Form 10-Q: ●Part I, Item 1 – Financial Statements: The condensed balance sheet as of September 30, 2025, the condensed statements of operationsand comprehensive loss, the condensed statements of stockholders’ equity (deficit), and the condensed statements of cash flows for thethree and nine months ended September 30, 2025, and the related notes to the condensed financial statements, have each been restatedto reflect the corrections described above.●Part I, Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operati