Arrive AI enters standstill with key investor

Arrive AI Inc. entered into a Standstill Agreement with Streeterville Capital LLC related to prior pre-paid purchase financing.

Rhea-AI Filing Summary

Arrive AI Inc. entered into a Standstill Agreement with Streeterville Capital LLC related to prior pre-paid purchase financing. The investor agreed not to deliver new purchase notices under any outstanding pre-paid purchases from May 14, 2026 through December 31, 2026, unless Arrive AI’s common stock trades at least 15% above the Nasdaq Minimum Price on a given trading day. The standstill ends if Arrive AI materially breaches the agreement or an event of default occurs under any transaction document, after which the investor may resume submitting purchase notices. No additional cash or property consideration was exchanged for this standstill.

Insights

Credit & structured financing analyst

Arrive AI temporarily limits a financing counterparty’s ability to call on existing pre-paid purchase commitments.

Arrive AI’s standstill with Streeterville Capital pauses the investor’s right to submit purchase notices under outstanding pre-paid purchases until December 31, 2026, except when the stock trades at least 15% above the Nasdaq Minimum Price. This ties potential issuance to stronger trading levels.

The agreement does not cancel any obligations; all pre-paid purchases remain in force, and rights fully revive if Arrive AI materially breaches the standstill or an event of default occurs. No new consideration was paid, indicating a negotiated adjustment rather than a fresh capital raise or cost.

Overall, this reshapes the timing and conditions under which existing financing can convert into equity or be drawn upon, with the actual impact depending on future share prices and whether any default or breach triggers early termination.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Standstill start date: May 14, 2026 Standstill end date: December 31, 2026 Price premium trigger: 15% above Nasdaq Minimum Price +1 more

4 metrics

Standstill start date May 14, 2026 Beginning of period when investor generally cannot deliver purchase notices

Standstill end date December 31, 2026 End of period restricting purchase notices under pre-paid purchases

Price premium trigger 15% above Nasdaq Minimum Price Threshold allowing purchase notices during standstill

Agreement date May 14, 2026 Date the Standstill Agreement with Streeterville Capital was signed

Key Terms

Standstill Agreement, Pre-Paid Purchases, Purchase Notices, Nasdaq Minimum Price, +1 more

5 terms

Standstill Agreement financial

"Arrive AI Inc. entered into a Standstill Agreement with Streeterville Capital, LLC"

A standstill agreement is a contract in which one party agrees to pause certain actions — such as making new claims, enforcing debt remedies, or pursuing a takeover bid — for a set period so both sides can negotiate or restructure. Think of it as a temporary pause button that reduces immediate pressure and uncertainty; investors care because it can protect value, buy time for a deal or restructuring to be completed, and signal the likelihood and timing of future corporate developments.

Pre-Paid Purchases financial

"the Company previously sold and issued to the Investor a series of Pre-Paid Purchases"

Purchase Notices financial

"the Investor has agreed ... to refrain from delivering Purchase Notices to the Company"

A purchase notice is a formal communication announcing an intended or completed buy of securities, assets or contractual rights — for example, a shareholder telling a company they will buy more shares or a seller notifying a buyer that an agreed purchase will proceed. Investors care because such notices signal changes in ownership, possible dilution, or shifts in control and can affect supply, demand and price expectations, much like someone publicly saying they plan to buy a large amount of a popular item.

Nasdaq Minimum Price financial

"trade at a price that is at least fifteen percent (15%) greater than the Nasdaq Minimum Price"

A Nasdaq minimum price is the lowest share price a company must maintain to meet listing rules on the Nasdaq stock market, similar to a height requirement that determines whether someone can stay on a ride. If a stock falls below that threshold for a sustained period, the company can be warned or removed from the exchange, which can reduce investor liquidity, increase trading costs and signal potential financial trouble.

event of default financial

"any event of default under any transaction document, at which time the Investor shall have the right"

An event of default is a specific breach of a loan or bond agreement—such as missed payments or breaking agreed rules—that gives lenders the legal right to act, for example by demanding immediate repayment, seizing collateral, or accelerating other obligations. For investors, it’s a red flag because it can sharply reduce a company’s ability to operate or raise money, like a car lender repossessing a vehicle after missed payments, and often leads to falling share or bond prices.

FAQ

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

What did Arrive AI Inc. (ARAI) announce in this Form 8-K?

Arrive AI announced a Standstill Agreement with Streeterville Capital. The investor agreed to pause purchase notices under outstanding pre-paid purchases until December 31, 2026, with limited price-based exceptions, without Arrive AI paying any additional cash or property consideration.

How long does the Arrive AI (ARAI) standstill period with Streeterville Capital last?

The standstill period runs from May 14, 2026 through December 31, 2026. During this time, Streeterville Capital generally cannot deliver purchase notices under pre-paid purchases, except on days when Arrive AI’s stock trades at least 15% above the Nasdaq Minimum Price.

Under what condition can Streeterville Capital send purchase notices during the Arrive AI standstill?

During the standstill, Streeterville Capital may submit purchase notices on any trading day when Arrive AI’s common stock price is at least 15% greater than the applicable Nasdaq Minimum Price. This creates a price-based exception to the general pause on purchase notices.

Does the standstill agreement change Arrive AI’s existing pre-paid purchase obligations?

The agreement does not cancel or amend existing pre-paid purchases; they remain in full force under their terms. It mainly restricts the timing of new purchase notices during the standstill period, subject to the specified price-based exception and termination triggers.

What events can terminate the standstill between Arrive AI and Streeterville Capital?

The standstill terminates if there is any material breach of the Standstill Agreement by Arrive AI or an event of default under any transaction document. After termination, Streeterville Capital can again submit purchase notices as allowed under the pre-paid purchases.

Did Arrive AI pay anything for the standstill agreement with Streeterville Capital?

Arrive AI did not exchange new cash or property for the standstill. The company states that no additional cash or other property consideration was provided in connection with the Standstill Agreement, indicating a negotiated change to existing financing terms.

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

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Accepted by SEC EDGAR 05/18/2026 - 04:10 PM EDT Learn about SEC filing dates

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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): May 14, 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 1.01. Entry into a Material Definitive Agreement.

On May 14, 2026, Arrive AI Inc. (the “Company”) entered into a Standstill Agreement (the “Standstill Agreement”) with Streeterville Capital, LLC, a Utah limited liability company (the “Investor”). The Standstill Agreement was entered into in connection with that certain Securities Purchase Agreement, dated March 21, 2025, by and between the Company and the Investor (the “Purchase Agreement” and, together with all other documents entered into in connection therewith, the “Transaction Documents”), pursuant to which the Company previously sold and issued to the Investor a series of Pre-Paid Purchases.

Pursuant to the Standstill Agreement, the Investor has agreed, subject to certain conditions, to refrain from delivering Purchase Notices to the Company under any outstanding Pre-Paid Purchases for the period beginning on May 14, 2026 and ending on December 31, 2026 (the “Standstill Period”). Notwithstanding the foregoing, the Investor may submit purchase notices during the Standstill Period on any trading day on which the Company’s shares of common stock trade at a price that is at least fifteen percent (15%) greater than the Nasdaq Minimum Price (as defined under Nasdaq Rule 5635(d)) for such trading day.

Except as set forth in the Standstill Agreement, each outstanding pre-paid purchase remains in full force and effect in accordance with its terms. The Standstill will terminate upon the occurrence of any material breach of the Standstill Agreement by the Company or any event of default under any transaction document, at which time the Investor shall have the right to submit Purchase Notices in accordance with the applicable outstanding Pre-Paid Purchases. No additional cash or other property consideration was exchanged in connection with the Standstill Agreement.

The foregoing description of the Standstill Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Standstill Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.		Description
10.1		Standstill Agreement, dated May 14, 2026, by and between Arrive AI Inc. and Streeterville Capital, LLC.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

2

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: May 18, 2026	By:	/s/ Daniel S. O’Toole
		Daniel S. O’Toole
		Chief Executive Officer

3

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 EX-10.1 37.3 KB

Other Documents

• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB