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Arrive AI Inc. 美股招股说明书(2026年6月12日版)

2026-06-12 美股招股说明书 福肺尖
报告封面

$14,967,247 Common Stock We have entered into an At-The-Market Sales Agreement (the “Sales Agreement”) with Maxim Group LLC (“Maxim” or the “Agent”) relating to shares of our commonstock offered by this prospectus supplement and accompanying base prospectus. In accordance with the terms of the Sales Agreement, we may offer and sell shares ofour common stock, par value $0.0002 per share (the “Common Stock”), having an aggregate offering price of up to $14,967,247 from time to time through Maxim, Our common stock is listed on The Nasdaq Global Market under the symbol “ARAI.” On June 11, 2026, the last reported sale price of our Common Stock on TheNasdaq Global Market was $0.56 per share. As of June 1, 2026, the aggregate market value of our outstanding common stock held by non-affiliates, or the public float, was $44,901,742, which was calculatedbased on 27,213,177 shares of our outstanding common stock held by non-affiliates at a price of $1.65 per share, the closing price of our common stock on April 14,2026. Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sell shares pursuant to this prospectus supplement with a value of more than one-third ofthe aggregate market value of our common stock held by non-affiliates in any 12-month period, so long as the aggregate market value of our common stock held by Sales of our common stock, if any, under this prospectus supplement and accompanying prospectus may be made in sales deemed to be “at the market offerings” asdefined in Rule 415 promulgated under the Securities Act of 1933, as amended, or the Securities Act. Maxim is not required to sell any specific number or dollaramount of securities, but will act as a sales agent using commercially reasonable efforts consistent with its normal trading and sales practices, on terms mutually agreed The compensation to Maxim for sales of common stock sold pursuant to the Sales Agreement will be an amount equal to 2.5% of the gross proceeds of any shares ofcommon stock sold under the Sales Agreement. In connection with the sale of the common stock on our behalf, Maxim may be deemed to be an “underwriter” within Investing in our securities involves a high degree of risk, including that the trading price of our common stock has been subject to volatility. See “RiskFactors” beginning on page S-16 of this prospectus supplement, page 3 of the accompanying base prospectus and under similar headings in the documentsincorporated by reference into this prospectus supplement and the accompanying base prospectus. We are an “emerging growth company” and a “smaller reporting company” as defined in the U.S. federal securities laws and, therefore, we will be subject toreduced public company reporting requirements for this prospectus supplement and future filings. See “Prospectus Supplement Summary – Implications ofBeing an Emerging Growth Company” and “Prospectus Supplement Summary – Implications of Being a Smaller Reporting Company”. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon theadequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. MAXIM GROUP LLC The date of this prospectus supplement is June 12, 2026 ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying base prospectus are part of a registration statement that we filed with the U.S. Securities and Exchange Commission,or SEC, utilizing a “shelf” registration process. This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of thisoffering and also adds to and updates information contained in the accompanying base prospectus and the documents incorporated by reference herein. The second part,the accompanying base prospectus, provides more general information. Generally, when we refer to this prospectus, we are referring to both parts of this documentcombined. To the extent there is a conflict between the information contained in this prospectus supplement and the information contained in the accompanying base We further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any document that is incorporated byreference herein were made solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties to suchagreements, and should not be deemed to be a representation, warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only You should rely only on the information contained in this prospectus supplement or the accompanying base prospectus or incorporated by reference herein. We have notauthorized anyone to provide you with information that is different. The information contained in this prospectus supplement or the accompanying base prospectus, orincorporat