Arrive AI Inc S-1/A, filed May 8, 2025
Arrive AI Inc. (ARAI)
As filed with the Securities and Exchange Commission on May 7, 2025.
Registration No. 333-284042
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1/A
AMENDMENT NO. 4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Arrive AI Inc.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 7340 | 85-0935006 | ||
(State or Other Jurisdiction of Incorporation or Organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
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.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | ||
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ | ||
| 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 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.
EXPLANATORY NOTE
This Amendment No. 4 to the Registration Statement on Form S-1 (File No. 333-284042) is filed solely to amend and update Exhibit 5.1 thereto. Accordingly, this Amendment No. 4 consists only of the facing page, this explanatory note, Item 16(a) of Part II of the Registration Statement, the signature page to the Registration Statement and Exhibit 5.1. The remainder of the Registration Statement is unchanged and has therefore been omitted.
EXHIBIT INDEX
* Filed herewith.
** Previously filed
| II-2 |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized on May 7, 2025.
| ARRIVE AI INC. | ||
| By: | /s/ Daniel S. O’Toole | |
| Name: | Daniel S. O’Toole | |
| Title: | Chief Executive Officer | |
| By: | /s/ Todd Pepmeier | |
| Name: | Todd Pepmeier | |
| Title: | Chief Financial Officer (Principal Financial and Accounting Officer) | |
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints John Ritchison, his true and lawful attorney-in-fact and agent with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, his, hers or their substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| Name | Title | Date | ||
| /s/ Daniel S. O’Toole | Chairman of the Board of Directors | May 7, 2025 | ||
| Daniel S. O’Toole | ||||
| /s/ Daniel S. O’Toole | Chief Executive Officer | May 7, 2025 | ||
| Daniel S. O’Toole | (Principal Executive Officer) | |||
| /s/ Todd Pepmeier | Chief Financial Officer | May 7, 2025 | ||
| Todd Pepmeier | (Principal Financial and Accounting Officer) | |||
| /s/ Mark Hamm | Chief Operating Officer, Director | May 7, 2025 | ||
| Mark Hamm | ||||
| /s/ Neerav Shah | Chief Strategy Officer, Director | May 7, 2025 | ||
| Neerav Shah | ||||
| /s/ John Ritchison | Director | May 7, 2025 | ||
| John Ritchison | ||||
| /s/ John Gallina | Director | May 7, 2025 | ||
| John Gallina | ||||
| /s/ Kevin McAdams | Director | May 7, 2025 | ||
| Kevin McAdams | ||||
| /s/ Bill Stafford | Director | May 7, 2025 | ||
| Bill Stafford |
| II-3 |
EXHIBIT 5.1
May 7, 2025
Arrive AI Inc.
12175 Visionary Way
Fishers, Indiana 46038
| Re: | Arrive AI Inc. |
| Registration Statement on Form S-1 |
Ladies and Gentlemen:
We have acted as counsel to Arrive AI Inc., a Delaware corporation (the “Company”), in connection with Company’s Registration Statement on Form S-1 (File No. 333-284042) filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”) on December 23, 2024, as amended (the “Registration Statement”) with respect to the registration of the proposed resale of up to an aggregate of 29,978,212 shares of common stock of the Company par value $0.0002 per share (the “Common Stock”) by the selling stockholders named in the Registration Statement.
We have reviewed the Registration Statement, including the prospectus (the “Prospectus”) that is part of the Registration Statement. The Registration Statement registers the shares of Common Stock held by the selling stockholders named in the Registration Statement (the “Shares”).
In rendering these opinions, we have examined the Company’s Certificate of Incorporation, as amended, and Bylaws, each as currently in effect, the Registration Statement, and the exhibits thereto, as well as such other records, instruments and documents as we have deemed advisable in order to render these opinions. In such examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed or photo static copies and the authenticity of the originals of such latter documents. In providing these opinions, we have further relied as to certain matters on information obtained from officers of the Company.
Based upon the foregoing, and in reliance thereon, we are of the opinion that, as of the date hereof the Shares, having previously been issued, have been duly authorized and are validly issued, fully paid and nonassessable.
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We are opining herein as to the General Corporation Law of the State of Delaware, and we express no opinion with respect to any other laws. This opinion letter is limited to the laws in effect as of the date the Registration Statement is declared effective by the Commission and is provided exclusively in connection with the proposed resale of the Shares as contemplated by the Registration Statement.
This opinion letter is furnished in connection with the filing of the Registration Statement and may not be relied upon for any other purpose without our prior written consent in each instance. Further, no portion of this letter may be quoted, circulated or referred to in any other document for any other purpose without our prior written consent.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm under the caption “Legal Matters” in the Prospectus forming a part of the Registration Statement. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission promulgated thereunder.
| Very truly yours, | |
| /s/ Lucosky Brookman LLP | |
| Lucosky Brookman LLP |
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