IPO - Arrive AI Inc.

Form Type: 424B4

Filing Date: 2025-05-15

Corporate Action: Ipo

Type: New

Accession Number: 000164117225010892

Filing Summary: Arrive AI Inc.'s prospectus relates to the registration of the resale of up to 29,978,212 shares of common stock through its direct listing on the Nasdaq Global Market under the symbol 'ARAI'. The shares being registered may be freely sold in market transactions following the listing. This offering represents 100% of the company's currently issued and outstanding common stock. The company underwent a 1-for-4 reverse stock split approved by its board and stockholders, effective November 25, 2024. As of now, the company has no commercial operations and has not generated any revenue for the fiscal years 2022, 2023, or 2024. Since the offering will not be underwritten by any investment banks, the risk factors include fluctuations in pricing and trading volume on the open market. The board's CEO, Daniel S. O’Toole, will beneficially own approximately 78% of the voting power post-listing, categorizing the company as a 'controlled company', subject to certain exemptions from Nasdaq’s corporate governance rules. Additionally, Arrive is classified as an 'emerging growth company' and a 'smaller reporting company', taking advantage of reduced reporting requirements. Risks surrounding reliance on exclusive patent licenses, the viability of drone delivery services, and financial sustainability are highlighted throughout the document.

Form Type: S-1/A

Filing Date: 2025-05-13

Corporate Action: Ipo

Type: Update

Accession Number: 000164117225009841

Filing Summary: Arrive AI Inc. filed an amended registration statement for the resale of up to 29,978,212 shares of common stock by stockholders identified in the prospectus in connection with its direct listing on the Nasdaq Global Market. This registration aims to facilitate the sale of shares without a firm-commitment underwritten offering, accompanied by a reverse stock split of 1-for-4 approved by the board and stockholders. The filing indicates that prior to the Nasdaq listing, there has been no public market for the company's stock. The document highlights historical sale prices of shares, indicating a price range from $11.20 to $13.00 per share from May 1, 2024, to May 13, 2025. The company's principal shareholder, CEO Daniel S. O’Toole, will retain approximately 78% of the voting power, designating Arrive as a controlled company under Nasdaq rules. Major risks are associated with their reliance on intellectual property and the potential volatility of trading post-listing. The application for listing on Nasdaq is ongoing and remains a condition for the direct listing to proceed.

Form Type: 8-A12B

Filing Date: 2025-05-12

Corporate Action: Ipo

Type: New

Accession Number: 000164117225009616

Filing Summary: Arrive AI Inc., a Delaware corporation, has filed Form 8-A for the registration of its common stock, par value $0.0002 per share, effective pursuant to Section 12(b) of the Securities Exchange Act of 1934. This stock will be listed on the Nasdaq Global Market. The filing includes a reference to the Registration Statement on Form S-1 (File No. 333-284042), which outlines the description of the capital stock and was initially filed with the SEC on December 23, 2024. No other securities are being registered on the Nasdaq Global Market at this time, and no exhibits are required for this filing. The form was signed by Daniel S. O’Toole, the Chief Executive Officer, on May 12, 2025.

Form Type: S-1/A

Filing Date: 2025-05-08

Corporate Action: Ipo

Type: Update

Accession Number: 000164117225009095

Filing Summary: This document is Amendment No. 4 to the Registration Statement on Form S-1 for Arrive AI Inc., filed to update and amend Exhibit 5.1. The Registration Statement is associated with the securities registration under the Securities Act of 1933. The registrant, a Delaware corporation, is classified as a smaller reporting company and an emerging growth company. The proposed sale of securities is expected to commence as soon as practicable after the registration statement becomes effective. The filing includes signature pages and an explanatory note indicating that the rest of the Registration Statement remains unchanged and has been omitted for brevity. Key individuals associated with this filing include CEO Daniel S. O’Toole and CFO Todd Pepmeier. Legal counsel for the registration is provided by Lucosky Brookman LLP.

Form Type: S-1/A

Filing Date: 2025-03-24

Corporate Action: Ipo

Type: Update

Accession Number: 000164117225000350

Filing Summary: Arrive AI Inc. filed its second amendment to the Registration Statement under the Securities Act of 1933, relating to the proposed direct listing of up to 29,828,046 shares of common stock on the Nasdaq Global Market. This direct listing allows existing shareholders to sell their shares without underwriters or a firm-commitment offering. The company is emerging as a developmental technology firm specializing in smart mailbox systems and related technologies and has not commenced commercial operations, reporting no revenues during fiscal years 2022, 2023, or 2024. A significant 1-for-4 reverse stock split was also enacted, impacting the presentation of shares. Daniel S. O’Toole, the Founder and CEO, will retain about 78% of the voting power post-listing, establishing the company as a controlled entity under Nasdaq rules. The filing emphasizes their qualifications as an emerging growth company, signalling compliance with reduced reporting requirements under the JOBS Act, which may affect investor oversight.

Form Type: S-1/A

Filing Date: 2025-01-27

Corporate Action: Ipo

Type: Update

Accession Number: 000149315225003660

Filing Summary: Arrive AI Inc. is seeking to register the resale of up to 29,661,452 shares of common stock via a Direct Listing on the Nasdaq Global Market. This represents all of the company’s currently issued and outstanding common stock. Unlike traditional IPOs, this offering is not underwritten, allowing stockholders to sell shares individually at market prices with sales potentially being volatile due to the absence of an established public market and a full underwritten offering. A 1-for-4 reverse stock split of all classes of issued and outstanding capital stock was approved as part of this process and has been reflected in the share information provided in the document. The company is classified as an emerging growth company, allowing it to benefit from reduced disclosure obligations and to defer the adoption of certain accounting standards. If its Nasdaq application is unsuccessful, the Direct Listing will not proceed. The listing is critical as the company's founder will maintain approximately 78% of voting power after the offering, categorizing it as a controlled company and potentially allowing exemptions from specific corporate governance rules.

Form Type: DRS/A

Filing Date: 2024-11-08

Corporate Action: Ipo

Type: New

Accession Number: 000149315224044352

Filing Summary: Arrive AI Inc. is planning to conduct a Direct Listing of its common stock on the Nasdaq Global Market under the ticker symbol 'ARAI'. This follows the registration of the resale of up to 116,169,721 shares by stockholders. The registration is intended for facilitating trades post-listing without an underwritten offering. The company has not yet commenced commercial operations and reported no revenues for fiscal years 2022, 2023, or the current year, 2024. The Direct Listing will allow the shares to be freely traded, although the company will not receive proceeds from any sales made by Registered Stockholders. Daniel S. O’Toole, the founder and CEO, is expected to control about 88% of the voting power following the listing. The company identifies as an 'emerging growth company' and a 'smaller reporting company', allowing it to comply with fewer public company requirements. The document emphasizes the speculative nature of investing in Arrive AI due to its lack of operational history and the financial risks involved with engaging in product development and reliance on market conditions.

Form Type: DRS

Filing Date: 2024-10-01

Corporate Action: Ipo

Type: New

Accession Number: 000149315224038864

Filing Summary: Arrive AI Inc. plans to conduct a Direct Listing of up to 116,169,721 shares of common stock on the Nasdaq Global Market, with the trading symbol 'ARAI'. The offering involves registered stockholders selling their shares, with no underwriters involved. The company is a developmental technology firm focusing on smart mailboxes and platform systems involving drones and robotics for secure package delivery. As of September 25, 2024, Arrive AI had 910,189 outstanding warrants and 2,459,575 shares of common stock issuable upon options exercise. The company's founder, Daniel S. O’Toole, will retain approximately 88% voting power, categorizing Arrive as a controlled company. It is also an emerging growth company under U.S. Federal laws, subject to reduced public reporting requirements and intends to utilize certain exemptions from corporate governance rules due to its controlled status. As part of the Direct Listing, the application to Nasdaq is a crucial condition; failure to secure the listing will halt the offering altogether. The document discusses multiple regulatory considerations and risks associated with the business model and market acceptance of its technology, as well as the potential financial volatility and operational challenges faced by the company.

Form Type: DRS

Filing Date: 2024-08-09

Corporate Action: Ipo

Type: New

Accession Number: 000149315224031008

Filing Summary: Arrive Technology Inc., previously known as Dronedek Corporation, has filed a draft registration statement with the SEC for a direct listing of up to 115,962,215 shares of common stock on the Nasdaq Capital Market under the symbol 'ARRV'. This document is a preliminary prospectus detailing their transition to a publicly traded company, highlighting the differences from a traditional initial public offering (IPO). The company, which focuses on developing a smart mailbox and delivery platform, emphasizes the uncertainty surrounding its financial future due to its limited operating history and previous losses. Risks mentioned include reliance on third-party vendors, the necessity of compliance with federal regulations regarding drone operation, and the competitive landscape of technology and delivery solutions. It is noted that after the listing, CEO Daniel S. O’Toole will hold around 88% voting power, classifying the company as a controlled entity under Nasdaq rules. The prospectus includes a detailed description of the potential risks associated with investing in Arrive Technology's securities, along with future implications of being recognized as an emerging growth company and a smaller reporting company under federal securities laws.