Arrive AI Inc美股招股说明书(2026-06-12版)

ARRIVE AI INC. $14,967,247 Common Stock We have entered into an At-The-Market Sales Agreement (the “Sales Agreement”) with Maxim Group LLC (“Maxim” or the “Agent”) relating to shares of our commonstock offered by this prospectus supplement and accompanying base prospectus. In accordance with the terms of the Sales Agreement, we may offer and sell shares ofour common stock, par value $0.0002 per share (the “Common Stock”), having an aggregate offering price of up to $14,967,247 from time to time through Maxim,acting as sales agent, at our discretion. Our common stock is listed on The Nasdaq Global Market under the symbol “ARAI.” On June 11, 2026, the last reported sale price of our Common Stock on TheNasdaq Global Market was $0.56 per share. As of June 1, 2026, the aggregate market value of our outstanding common stock held by non-affiliates, or the public float, was $44,901,742, which was calculatedbased on 27,213,177 shares of our outstanding common stock held by non-affiliates at a price of $1.65 per share, the closing price of our common stock on April 14,2026. Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sell shares pursuant to this prospectus supplement with a value of more than one-third ofthe aggregate market value of our common stock held by non-affiliates in any 12-month period, so long as the aggregate market value of our common stock held bynon-affiliates is less than $75,000,000. During the 12 calendar months prior to, and including, the date of this prospectus supplement, we have sold securities with anaggregate market value of $0 pursuant to General Instruction I.B.6 of Form S-3. Sales of our common stock, if any, under this prospectus supplement and accompanying prospectus may be made in sales deemed to be “at the market offerings” asdefined in Rule 415 promulgated under the Securities Act of 1933, as amended, or the Securities Act. Maxim is not required to sell any specific number or dollaramount of securities, but will act as a sales agent using commercially reasonable efforts consistent with its normal trading and sales practices, on terms mutually agreedto by Maxim and us. There is no arrangement for funds to be received in any escrow, trust or similar arrangement. The compensation to Maxim for sales of common stock sold pursuant to the Sales Agreement will be an amount equal to 2.5% of the gross proceeds of any shares ofcommon stock sold under the Sales Agreement. In connection with the sale of the common stock on our behalf, Maxim may be deemed to be an “underwriter” withinthe meaning of the Securities Act and the compensation of Maxim may be deemed to be underwriting commissions or discounts. We have also agreed to provideindemnification and contribution to Maxim with respect to certain liabilities, including liabilities under the Securities Act or the Securities Exchange Act of 1934, asamended. Investing in our securities involves a high degree of risk, including that the trading price of our common stock has been subject to volatility. See “RiskFactors” beginning on page S-16 of this prospectus supplement, page 3 of the accompanying base prospectus and under similar headings in the documentsincorporated by reference into this prospectus supplement and the accompanying base prospectus. We are an “emerging growth company” and a “smaller reporting company” as defined in the U.S. federal securities laws and, therefore, we will be subject toreduced public company reporting requirements for this prospectus supplement and future filings. See “Prospectus Supplement Summary – Implications ofBeing an Emerging Growth Company” and “Prospectus Supplement Summary – Implications of Being a Smaller Reporting Company”. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon theadequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. MAXIM GROUP LLC The date of this prospectus supplement is June 12, 2026 Prospectus Supplement ABOUT THIS PROSPECTUS SUPPLEMENTS-1PROSPECTUS SUPPLEMENT SUMMARYS-2RISK FACTORSS-16SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTSS-17USE OF PROCEEDSS-17MARKET PRICE OF OUR COMMON STOCKS-17DIVIDEND POLICYS-17DESCRIPTION OF SECURITIES WE ARE OFFERINGS-18PLAN OF DISTRIBUTIONS-19LEGAL MATTERSS-20EXPERTSS-20INCORPORATION BY REFERENCES-21 PageABOUT THIS PROSPECTUS1AVAILABLE INFORMATION2INCORPORATION OF CERTAIN INFORMATION BY REFERENCE2CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS3RISK FACTORS3BUSINESS4DESCRIPTION OF SECURITIES WE MAY OFFER16DESCRIPTION OF CAPITAL STOCK17DESCRIPTION DEBT SECURITIES19DESCRIPTION OF WARRANTS25DESCRIPTION OF RIGHTS26DESCRIPTION OF UNITS27USE OF PROCEEDS28PLAN OF DISTRIBUTION28LEGAL MATTERS30EXPERTS30WHERE YOU CAN FIND MORE INFORMATION31S-i ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying base prospectus are part of a registration statement tha