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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 27, 2026
Arrive
AI Inc.
(Exact
Name of Registrant as Specified in Charter)
001-42645
(Commission
File Number)
| Nevada |
|
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
3.03. Material Modification to Rights of Security Holders.
The
information set forth in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
Item
5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As
previously disclosed in the definitive information statement on Schedule 14C (the “Information Statement”) filed by Arrive
AI Inc. (the “Company”) with the Securities and Exchange Commission (the “SEC”) on September 30, 2026, on September
4, 2026, the Company’s Board of Directors (the “Board”), by unanimous written consent, and the holders of record of
an aggregate of 26,014,746 shares of the Company’s common stock, representing approximately 50.1% of the total voting power of
the Company as of that date (the “Majority Stockholders”), by written consent in lieu of a meeting of stockholders, approved
the conversion of the Company from a corporation organized under the laws of the State of Delaware into a corporation organized under
the laws of the State of Nevada (the “Redomestication”) pursuant to a Plan of Conversion adopted as of September 4, 2026
(the “Plan of Conversion”).
On
October 27, 2026 (the “Effective Time”), the Company effected the Redomestication pursuant to Section 266 of the Delaware
General Corporation Law (the “DGCL”) and Sections 92A.195 and 92A.205 of the Nevada Revised Statutes, as amended (the “NRS”).
At
the Effective Time, the Company became governed by the NRS, its Amended and Restated Articles of Incorporation filed with the Secretary
of State of the State of Nevada (the “Nevada Articles”) and its Amended and Restated Bylaws (the “Nevada Bylaws”),
in place of the DGCL, the Company’s Certificate of Incorporation, as amended, and its Bylaws.
The
Redomestication did not result in any change in the Company’s name, business, management, board of directors, assets, liabilities,
fiscal year or principal executive offices, and the Company continues to operate its business under the name “Arrive AI Inc.”
At the Effective Time, each outstanding share of common stock of the Delaware corporation automatically converted into one outstanding
share of common stock of the Nevada corporation, and each outstanding option, right and restricted stock unit converted into an equivalent
award for the same number of shares of common stock of the Nevada corporation on the same terms and conditions. Stockholders are not
required to exchange their existing stock certificates. The Company’s common stock will continue to trade on The Nasdaq Stock Market
LLC under the symbol “ARAI”.
The
Nevada Articles authorize 500,000,000 shares of common stock, par value $0.0001 per share, an increase from the 200,000,000 shares authorized
under the Company’s Delaware Certificate of Incorporation, as approved by the Majority Stockholders. The Majority Stockholders
also approved, subject to completion of the Redomestication, an amendment to the Nevada Articles to effect one or more reverse stock
splits of the common stock over the following year at a ratio ranging from 1:10 to 1:65, inclusive, as determined by the Board in its
sole discretion.
As
of the date of this Current Report on Form 8-K, the Company has not effected a reverse stock split.
The
rights of the Company’s stockholders are now governed by the NRS, the Nevada Articles and the Nevada Bylaws, which differ in certain
respects from the rights previously afforded under the DGCL and the Company’s Delaware charter documents. These differences are
described in the Information Statement under the caption “Comparison of Stockholder Rights under Delaware and Nevada Law,”
which description is incorporated herein by reference.
The
foregoing description does not purport to be complete and is qualified in its entirety by reference to the Plan of Conversion, the Nevada
Articles and the Nevada Bylaws, copies of which are filed as Exhibits 2.1, 3.1 and 3.2, respectively, to this Current Report on Form
8-K and incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits
| Exhibit
No. |
|
Description |
| 2.1 |
|
Plan of Conversion of Arrive AI Inc., adopted as of September 4, 2026 (incorporated by reference to Annex A to the Company’s Definitive Information Statement on Schedule 14C filed with the SEC on September 30, 2026) |
| 3.1 |
|
Amended and Restated Nevada Articles of Incorporation of Arrive AI Inc. |
| 3.2 |
|
Amended and Restated Nevada Bylaws of Arrive AI Inc. |
| 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:
November 2, 2026 |
By: |
/s/
Daniel S. O’Toole |
| |
|
Daniel
S. O’Toole |
| |
|
Chief
Executive Officer |
