Business Context and Reporting Period
Company: Arrive AI Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: June 11, 2026
Reporting Period: Event-based (June 11, 2026)
Business Context: The Company, an emerging growth company incorporated in Delaware, entered into a material definitive agreement to establish an "at-the-market" equity distribution program.
Key Financial Metrics
This filing does not contain financial statements, revenue, profit, cash flow, or margin data. The only financial metric disclosed relates to the potential capital raise:
- Maximum Offering Size: Up to $14,967,247 in aggregate offering price.
- Underwriting Commission: 2.5% of the gross sales price paid to Maxim Group LLC.
- Debt and Liquidity: The filing text does not provide a clear value for current debt levels or liquidity positions.
Material Changes
The primary material change is the execution of an Equity Distribution Agreement (Sales Agreement) with Maxim Group LLC. This agreement authorizes the Company to sell shares of its common stock (Trading Symbol: ARAI) from time to time through an "at-the-market" offering. The shares are issued pursuant to a shelf registration statement on Form S-3 (File No. 333-296392) declared effective on June 11, 2026.
Guidance, Outlook, and Risks
Management Commentary: The Company is not obligated to sell any shares under the agreement and may suspend sales at any time. The agreement may be terminated by the Company with five days' notice after six months, or by Maxim at any time with five days' notice.
Forward-Looking Statements: The filing contains forward-looking statements subject to risks and uncertainties. Actual results may differ materially from expectations.
Risks: Investors are directed to the "Risk Factors" section of the Company's Annual Report on Form 10-K for the period ended December 31, 2025, for a detailed discussion of risks.
Investor Verification Checklist
- Verify the current share price and potential dilution impact of selling up to $14,967,247 in shares.
- Review the full text of the Equity Distribution Agreement (Exhibit 10.1) for specific conditions and termination clauses.
- Examine the Company's most recent Form 10-K (ended Dec 31, 2025) to assess current cash runway and liquidity needs necessitating this offering.
- Confirm the status of the Form S-3 shelf registration (File No. 333-296392) and any subsequent prospectus supplements.