Arrive AI Inc.

As filed with the Securities and Exchange Commission on June 17, 2025.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORMS-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Arrive AI Inc.

(Exact Name of Registrant as Specified in its Charter)

12175 Visionary Way

Fishers, Indiana 46038

Telephone:(463) 270-0092

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Daniel S. O’Toole

12175 Visionary Way

Fishers, Indiana 46038

Telephone:(463) 270-0092

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

Copies to:

Joseph M. Lucosky, Esq.

Lucosky Brookman LLP

101 Wood Avenue South, 5th Floor

Woodbridge, NJ 08830

Tel. No.: (732) 395-4400

Fax No.: (732) 395-4401

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.☐

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 7(a)(2)(B) of the Securities Act.☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion, dated JUNE 17, 2025

PROSPECTUS

8,125,779 Shares of

Common Stock

This prospectus relates to the registration of the resale of up to 8,125,779 shares of our common stock (the “Resale Shares”) by the selling stockholders identified in this prospectus, or its permitted transferees. The shares being registered herein may be freely sold in market transactions following the listing and upon the effectiveness of this registration statement. Shares of our common stock are listed on the Nasdaq Global Market. During the period from May 1, 2024, through May 13, 2025, we issued shares of common stock to investors, at a low price of $11.20 per share and a high price of $13.00 per share which was a result of private transactions, as opposed to public sales. This information, however, may have little or no relation to broader market demand for our shares of common stock. As a result, you should not place undue reliance on these historical sales prices as they may differ materially from the public prices of our shares of common stock on Nasdaq.

The selling stockholders may sell shares from time to time in the open market, through privately negotiated transactions or a combination of these methods, at market prices prevailing at the time of sale or at negotiated prices. The selling stockholders may offer shares to or through underwriters, dealers or other agents, directly to investors or through any other manner permitted by law, on a continued or delayed basis. Streeterville Capital, LLC (“Streeterville”) and any underwriters, broker-dealers or agents that participate in the sale of our common stock may be “underwriters” within the meaning of Section 2(a)(11) of the Securities Act (it being understood that Streeterville Capital, LLC shall not be deemed to be underwriters solely as a result of their participation in this offering). We will bear all costs, expenses and fees in connection with the registration of the shares offered by this prospectus, and the selling stockholders will bear all incremental selling expenses, including commissions and discounts, brokerage fees and other similar selling expenses they incur in the sale of the shares. See “Plan of Distribution”.

By a separate registration statement (File No, 333-284042, the “Direct Listing Registration Statement”), we have registered an aggregate of 29,978,212 shares of common stock which we offered for resale to the public through direct listing.

The 8,125,779 shares of common stock offered by the selling stockholders is defined herein as the “Resale Shares.” 8,000,000 of the Resale Shares are being registered for the benefit of a single selling stockholder, Streeterville Capital, LLC, pursuant to the Streeterville Purchase Agreement (defined below), 5,000,000 of which may be issued to satisfy amounts owed under Pre-Paid Purchases (defined below) outstanding as of, or arising after, the effective date of this registration statement. Please see “Selling Stockholders” for more details.

Our Common Stock is approved to be listed on the Nasdaq Global Market under the symbol “ARAI.” On June 16, 2025, the last reported sale price of our common stock on Nasdaq was $7.25 per share.

Our founder and Chief Executive Officer, Daniel S. O’Toole, beneficially owns approximately 70.2% of the voting power of our outstanding voting securities and we are and will continue to be a “controlled company” within the meaning of the listing rules of The Nasdaq Stock Market LLC. We may rely on the exemptions from the corporate governance requirements that are available to controlled companies.

We are an “emerging growth company” as defined under U.S. federal securities laws and, as such, have elected to comply with reduced public company reporting requirements.

Investing in our common stock involves risks. See the “Risk Factors” section beginning on page 6 for risks you should consider before investing in our common stock.

Neither the Securities and Exchange Commission nor any state securities commission has approved, or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2025

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