Arrive AI warned over Nasdaq $15M MVPHS rule

Q: How long does Arrive AI (ARAI) have to regain Nasdaq MVPHS compliance?

Arrive AI has 180 calendar days, until January 19, 2027, to regain compliance with Nasdaq’s MVPHS rule. During this period, the company must achieve MVPHS of at least $15,000,000 for a minimum of 10 consecutive business days.

Q: What happens if Arrive AI (ARAI) does not regain MVPHS compliance by January 19, 2027?

If Arrive AI does not regain compliance by January 19, 2027, Nasdaq will notify the company that its securities are subject to delisting. Nasdaq could then begin the process that may lead to removal of the stock from the Nasdaq Global Select Market.

Arrive AI Inc. reported that Nasdaq notified the company on July 21, 2026 that it is not in compliance with the Nasdaq Global Select Market’s minimum Market Value of Publicly Held Shares requirement of $15,000,000 under Listing Rule 5450(b)(2)(C).

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Arrive AI Inc. reported that Nasdaq notified the company on July 21, 2026 that it is not in compliance with the Nasdaq Global Select Market’s minimum Market Value of Publicly Held Shares requirement of $15,000,000 under Listing Rule 5450(b)(2)(C).

The company’s market value of publicly held shares was below this threshold for 32 consecutive business days from June 3, 2026 to July 20, 2026. Arrive AI has 180 calendar days, until January 19, 2027, to have MVPHS of at least $15,000,000 for a minimum of 10 consecutive business days or its securities may become subject to delisting. The company may also consider applying to transfer its listing to the Nasdaq Capital Market and states it will monitor MVPHS and evaluate available options.

Positive

None.

Negative

Arrive AI faces Nasdaq delisting risk if MVPHS $15,000,000 is not regained by January 19, 2027.

Filing Explained

The July 21 Nasdaq notice is a listing deficiency, not an immediate delisting: the notice had no immediate effect, and ARAI common stock continued trading on Nasdaq when the filing was made.

8-K Event Classification

Item 3.01 — Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

1 item

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities

The company received a delisting notice, failed to satisfy a continued-listing rule or standard, or transferred its listing.

Key Figures

Minimum MVPHS requirement: $15,000,000 Non-compliance period: 32 consecutive business days Cure period length: 180 calendar days +2 more

5 metrics

Minimum MVPHS requirement $15,000,000 Nasdaq Listing Rule 5450(b)(2)(C) threshold for continued listing

Non-compliance period 32 consecutive business days MVPHS below $15,000,000 from June 3, 2026 to July 20, 2026

Cure period length 180 calendar days Time allowed under Nasdaq Listing Rule 5810(c)(3)(D) to regain compliance

Compliance deadline January 19, 2027 Last day for Arrive AI to regain MVPHS compliance

Required compliance streak 10 consecutive business days Minimum period MVPHS must be at or above $15,000,000 to regain compliance

Key Terms

Market Value of Publicly Held Shares, Nasdaq Listing Rule 5450(b)(2)(C), Nasdaq Listing Rule 5810(c)(3)(D), Nasdaq Capital Market

4 terms

Market Value of Publicly Held Shares financial

"not in compliance with the minimum Market Value of Publicly Held Shares"

The market value of publicly held shares is the total dollar worth of a company’s shares that are available to outside investors, calculated by multiplying the current market price by the number of shares held by the public (the “float”). It matters because it tells investors how much of the company is actually tradable and how the market is pricing that tradable portion—like a price tag on the items on a store shelf, it affects liquidity, volatility and how easy it is to buy or sell a meaningful stake.

Nasdaq Listing Rule 5450(b)(2)(C) regulatory

"set forth in Nasdaq Listing Rule 5450(b)(2)(C) for continued listing"

Nasdaq Listing Rule 5810(c)(3)(D) regulatory

"pursuant to Nasdaq Listing Rule 5810(c)(3)(D), the Company has 180 calendar days"

Nasdaq Capital Market market

"may consider applying for a transfer to The Nasdaq Capital Market"

The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What Nasdaq non-compliance notice did Arrive AI (ARAI) receive on July 21, 2026?

Nasdaq notified Arrive AI that it is not in compliance with the minimum $15,000,000 Market Value of Publicly Held Shares (MVPHS) requirement. The company’s MVPHS stayed below this threshold for 32 consecutive business days from June 3 to July 20, 2026.

What is the MVPHS requirement Arrive AI (ARAI) must meet to remain listed?

Arrive AI must maintain a Market Value of Publicly Held Shares of at least $15,000,000 under Nasdaq Listing Rule 5450(b)(2)(C). To regain compliance, MVPHS must be at or above this level for 10 consecutive business days within the cure period.

How long does Arrive AI (ARAI) have to regain Nasdaq MVPHS compliance?

Arrive AI has 180 calendar days, until January 19, 2027, to regain compliance with Nasdaq’s MVPHS rule. During this period, the company must achieve MVPHS of at least $15,000,000 for a minimum of 10 consecutive business days.

What happens if Arrive AI (ARAI) does not regain MVPHS compliance by January 19, 2027?

If Arrive AI does not regain compliance by January 19, 2027, Nasdaq will notify the company that its securities are subject to delisting. Nasdaq could then begin the process that may lead to removal of the stock from the Nasdaq Global Select Market.

What listing alternatives is Arrive AI (ARAI) considering after the Nasdaq notice?

Arrive AI states it will monitor its MVPHS and consider available options, including a possible transfer to the Nasdaq Capital Market. Any transfer would require submitting an online transfer application and meeting that market’s continued listing requirements.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 07/24/2026 - 04:31 PM Accepted by SEC EDGAR 07/24/2026 - 04:30 PM

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

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

3 documents