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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): March 31, 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
March 31, 2026, Arrive AI Inc. (the “Company”) received a notification letter (the “Notification Letter on
MVPHS”) 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 30 consecutive business days from February 11, 2026 to March 31, 2026. The Notification Letter
on MVPHS 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 March 31, 2026, the Common Stock will continue to trade on Nasdaq under the symbol “ARAI.”
The
Notification Letter on MVPHS provides that pursuant to Nasdaq Listing Rule 5810(c)(3)(D), the Company has 180 calendar days, or until
September 28, 2026, 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 September 28, 2026. If the Company does not regain compliance
by September 28, 2026, 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.
Additionally,
on March 31, 2026, the Company received a separate notification letter (the “Notification Letter on MVLS”) from Nasdaq,
indicating that the Company was no longer in compliance with the minimum Market Value of Listed Securities (“MVLS”)
of $50,000,000 required for continued listing on The Nasdaq Global Market, as set forth in Nasdaq Listing Rule 5450(b)(2)(A) (the “MVLS
Requirement”) since the Company failed to meet the MVLS Requirement for a period of 30 consecutive business days from February
10, 2026 to March 30, 2026. The Notification Letter on MVLS has no immediate effect on the listing or trading of the Common Stock on
Nasdaq and, as of March 31, 2026, the Common Stock will continue to trade on Nasdaq under the symbol “ARAI.”
In
accordance with Nasdaq Listing Rule 5810(c)(3)(C), the Company has a period of 180 calendar days, or until September 28, 2026, to regain
compliance with the MVLS Requirement. To regain compliance, the Company’s MVLS must close at $50,000,000 or more for a minimum
of 10 consecutive business days prior to September 28, 2026. If the Company does not regain compliance by September 28, 2026, 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 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 Requirement and MVLS Requirement of its Common Stock and will consider implementing available options
to regain compliance with the MVPHS Requirement and MVLS 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:
April 3, 2026 |
By: |
/s/
Daniel S. O’Toole |
| |
|
Daniel
S. O’Toole |
| |
|
Chief
Executive Officer |
