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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): October 13, 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
4.01. Changes in Registrant’s Certifying Accountant.
Resignation
of Independent Registered Public Accounting Firm
On
October 13, 2026, Stephano Slack LLC (“Stephano Slack”) resigned as the independent registered public accounting firm of
Arrive AI Inc. (the “Company”), effective October 13, 2026. The separation was amicable, and the Company and Stephano Slack
intend to cooperate in facilitating an orderly transition to the Company’s successor independent registered public accounting firm.
The
Audit Committee (the “Committee”) of the Board of Directors of the Company acknowledged Stephano Slack’s
resignation and approved the change in the Company’s independent registered public accounting firm.
The
audit report of Stephano Slack on the Company’s financial statements as of and for the fiscal year ended December 31, 2025 did
not contain an adverse opinion or a disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope or accounting
principles, except that Stephano Slack’s reports for the fiscal year ended December 31, 2025 included an explanatory paragraph
regarding substantial doubt about the Company’s ability to continue as a going concern.
During
the fiscal year ended December 31, 2025 and the subsequent interim period through October 13, 2026:
| (i) |
there
were no disagreements, as defined in Item 304(a)(1)(iv) of Regulation S-K, between the Company and Stephano Slack on any matter of
accounting principles or practices, financial statement disclosure, or auditing scope or procedure that, if not resolved to the satisfaction
of Stephano Slack, would have caused Stephano Slack to make reference to the subject matter of the disagreement in connection with
its report on the Company’s financial statements; and |
| (ii) |
there
were the following reportable events, as that term is defined in Item 304(a)(1)(v) of Regulation S-K: as disclosed in Item 9A of
the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and in the Company’s Quarterly Reports
on Form 10-Q for the quarters ended March 31, 2026 and June 30, 2026, the Company identified a material weakness in its internal
control over financial reporting relating to the Company’s failure to maintain sufficient controls to ensure the proper identification,
bifurcation and fair value measurement of embedded derivatives in hybrid financial instruments, or to ensure that the effective interest
method was applied over the accretion period for host debt instruments containing a discount. As a result of this material weakness,
on April 15, 2026, the Company filed amended Quarterly Reports on Form 10-Q/A for the quarters ended June 30, 2025 and September
30, 2025 to restate the financial statements included therein. As of June 30, 2026, the material weakness had not been fully remediated.
The Committee discussed the subject matter of this reportable event with Stephano Slack, and the Company has authorized Stephano
Slack to respond fully to the inquiries of M&K CPAS, PLLC (“M&K”) concerning the subject matter of this reportable
event. |
The
Company provided Stephano Slack with a copy of the disclosures contained in this Current Report on Form 8-K and requested that Stephano
Slack furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statements
made herein. A copy of Stephano Slack’s letter, dated October 16, 2026, is filed as Exhibit 16.1 to this Current Report on Form
8-K.
Appointment
of Independent Registered Public Accounting Firm
On
October 13, 2026, the Committee approved, and the Company engaged, M&K as the Company’s independent registered public accounting
firm, effective as of such date, to review the Company’s interim financial statements for the quarter ending September 30, 2026
and to audit the Company’s financial statements for the fiscal year ending December 31, 2026.
During
the Company’s two most recent fiscal years and the subsequent interim period through the date of M&K’s engagement, neither
the Company nor anyone acting on its behalf consulted with M&K regarding:
| (i) |
the
application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that
might be rendered on the Company’s financial statements, and neither a written report nor oral advice was provided to the Company
that M&K concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or
financial reporting issue; |
| (ii) |
any
matter that was the subject of a disagreement, as defined in Item 304(a)(1)(iv) of Regulation S-K; or |
| (iii) |
any
reportable event, as defined in Item 304(a)(1)(v) of Regulation S-K. |
Item
9.01. Financial Statements and Exhibits
| Exhibit
No. |
|
Description |
| 16.1 |
|
Letter from Stephano Slack LLC to the Securities and Exchange Commission |
| 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:
October 16, 2026 |
By: |
/s/
Daniel S. O’Toole |
| |
|
Daniel
S. O’Toole |
| |
|
Chief
Executive Officer |
