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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): July 21, 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
3.01. Notice of Delisting of Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On
July 21, 2026, Arrive AI Inc. (the “Company”) received a notification letter (the “Notification Letter”)
from The Nasdaq Stock Market LLC (“Nasdaq”) that the Company is not in compliance with the minimum Market Value of
Publicly Held Shares (the “MVPHS”) set forth in Nasdaq Listing Rule 5450(b)(2)(C) for continued listing on Nasdaq,
which requires a minimum MVPHS of $15,000,000 (the “MVPHS Requirement”), since the Company failed to meet the MVPHS
Requirement for a period of 32 consecutive business days from June 3, 2026 to July 20, 2026. The Notification Letter has no immediate
effect on the listing or trading of the common stock, par value $0.0002 per share, of the Company (“Common Stock”)
on Nasdaq and, as of the date hereof, the Common Stock will continue to trade on Nasdaq under the symbol “ARAI.”
The
Notification Letter provides that pursuant to Nasdaq Listing Rule 5810(c)(3)(D), the Company has 180 calendar days, or until January
19, 2027, to regain compliance with Nasdaq Listing Rule 5450(b)(2)(C). To regain compliance, the minimum MVPHS must be at least $15,000,000
or more for a minimum of 10 consecutive business days prior to January 19, 2027. If the Company does not regain compliance by January
19, 2027, the Company will receive written notification from Nasdaq that its securities are subject to delisting. Alternatively, the
Company may consider applying for a transfer to The Nasdaq Capital Market (the “Capital Market”). In order to transfer,
the Company must submit an on-line transfer application, and meet the Capital Market’s continued listing requirements.
The
Company intends to monitor the MVPHS of its Common Stock and will consider implementing available options to regain compliance with the
MVPHS Requirement under the Nasdaq Listing Rules.
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: July 24, 2026 |
By: |
/s/
Daniel S. O’Toole |
| |
|
Daniel S. O’Toole |
| |
|
Chief Executive Officer |
