SecProbe.io

September 5, 2024
Daniel S. O'Toole
Chief Executive Officer
Arrive Technology Inc.
12175 Visionary Way
Fishers, Indiana 46038
Re:Arrive Technology Inc.
Draft Registration Statement on Form S-1
Submitted August 9, 2024
CIK No. 0001818274
Dear Daniel S. O'Toole:
            We have reviewed your draft registration statement and have the following comment(s).
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on EDGAR.
If you do not believe a comment applies to your facts and circumstances or do not believe an
amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Draft Registration Statement on Form S-1 Submitted August 9, 2024
Cover Page
We note that you are registering the resale of up to 115,962,215 shares of common stock,
as well as your disclosure that "any of our stockholders, with the exception of Maxim
Partners LLC and our directors and officers who own our common stock, may sell any or
all of their common stock at any time (subject to any restrictions under applicable law),
including immediately upon listing." Please revise the cover page and each relevant
section throughout the prospectus to clarify the number of shares that are held by
registered holders, the portion of those shares that may be freely sold upon effectiveness
of the registration statement, and the number of shares that may be freely sold in reliance
on an exemption from registration such as Rule 144. Revise the statement quoted above to
clarify that the Registered Stockholders may sell their shares in connection with the listing
and in market transactions following the listing. In this light, we note that you will be a
controlled company following completion of the offering with your Chief Executive 1.

September 5, 2024
Page 2
Officer owning 88% of the voting shares. Please revise to clearly state the restrictions on
your directors, named executive officers, and any other stockholders that are subject to
restrictions. Additionally, if there are other restrictions placed on Maxim Partners LLC,
please revise to state as much. Tell us whether any of the holders under "Other
Stockholders" in the table on page 45 are insiders or affiliates of the company.
2.We note your discussion regarding the pricing. Please revise here, in your Risk
Factors, and in the Plan of Distribution sections to state whether you will be involved in
the price setting process and to disclose that the price of your shares in prior or private
transactions may have little or no relation to the opening price and subsequent public price
of your stock on Nasdaq. Also revise the Risk Factors to state that the Registered
Stockholders will not be involved in the price setting process.
Our insurance may not adequately cover our operating risk., page 5
3.Please revise to discuss the likelihood of your insurance coverage and costs increasing
when you commence operations and any related risks that such increases may have on
your business and financial position.
Risk Factors, page 5
4.Please revise your risk factors to adequately and accurately reflect the material factors that
may make an investment in your offering speculative or risky. Please ensure that you
explain how each risk affects you or the securities being offered. As examples, please
review and revise the following:
•Your statement on page 5 that "[c]ompetition for senior executives and skilled
personnel in the horticulture industry is intense ... ." If you are seeking senior
executives in the horticulture industry, please provide explain why that industry is
useful to your business.
•Your discussion on page 7 regarding breaches of security at your facilities. Please be
more specific about the types of breaches, including whether they are physical or
technical in nature, or both.
•Your discussion on page 8 regarding fuel hedging transactions and fuel surcharges.
Additionally, if your drones will be gas powered, please revise to state as much.
•Your statement on page 8 that "[w]e could incur significant costs to improve the
climate resiliency of its infrastructure and otherwise prepare for, respond to, and
mitigate such physical effects of climate change." Please provide additional detail and
make clear whether you are talking about potential risks to your physical mailboxes
or otherwise.
•Your discussion on page 8 regarding hazardous materials and waste products. Please
provide specific examples.
•Your statement on page 9 that AirBox is your direct competitor, despite your
statements on page 26 that you acquired AirBox in 2023.
Refer to Item 103 of Regulation S-K.

September 5, 2024
Page 3
Risks Related to our Business and Operations - General Risks
We have a limited history of operations ..., page 5
5.Please revise this risk factor or add a separate risk factor that discusses the fact that you
do not have commercial operations at this time and as a result, no revenues.
We had negative cash flow for the fiscal year ended December 31, 2023 ..., page 5
6.We note you have negative operating cash flow and note your statement that "[t]o the
extent that we have negative operating cash flow in future periods, we may need to
allocate a portion of our cash reserves to fund such negative cash flow." Please discuss the
sufficiency of your cash reserves as they relate to your negative operating cash flow and
any associated risks.
Risks Related to this Direct Listing and Ownership of Our Common Stock, page 19
7.Please revise this risk factor to acknowledge the uncertainty associated with the fact that
few companies have undertaken direct listings to date as well as any impact your brand
and consumer recognition may have on the demand for shares, if applicable. Additionally,
please revise to discuss here or in a separate risk factor the risks associated with
Regulation M as it relates to a direct listing.
Capitalization, page 22
8.Please clarify why you have a pro forma as adjusted basis column giving effect to the sale
by you of shares of common stock in this offering when the offering is for resale of
existing outstanding shares.
9.This capitalization table presents your capitalization at March 31, 2024. The table is
supposed to show capitalization for the latest period for which financial statements are
presented in the filing, which is December 31, 2023. Either revise the table for
capitalization at December 31, 2023, or present financial statements for the period ended
March 31, 2024.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Overview and History, page 23
10.We note your statement "[s]ince our inception, we have incurred operating losses." Please
revise this section to also note that you have not had any revenues in either of 2022 or
2023.
Results of Operations
Comparison of Year Ended December 31,2023 and ... 2022, page 24
11.Your current disclosure lists expense items for each period. Please revise to discuss and
analyze material changes in the material line items. Refer to Item 303(a) and (b) and
(b)(2)(i) and (ii) of Regulation S-K for further guidance.
Business, page 26
Please revise this section to make it clear that you are a development stage company with
no operations or revenues as of the date of the financial statements. Please clearly
highlight the status of your operations and differentiate which operations or plans are 12.

September 5, 2024
Page 4
currently underway and which are aspirational. If you have a timeline to roll-out any
services, please revise to state as much. Additionally, where you name certain businesses,
please make it clear whether you have contracts with such businesses, and if not, please
revise to make it clear that such partnerships are aspirational or have been provided as an
example only.
13.We note your statement that "[c]urrently, Arrive is finalizing its latest product, Arrive
Point 3 (AP3), which is undergoing manufacturing and design enhancements for its
expected launch during the summer of 2024. This release aims to fulfill Arrive’s
increasing pipeline of signed statements of work in the latter part of 2024 and throughout
2025, which may include an initial level of support for reverse logistics. Furthermore,
Arrive intends to intensify the development of Arrive’s fourth generation product Arrive
Point 4 (AP4) in the second half of 2024, in time for pilots with customers in 2025, and
expanded manufacturing in 2026." Please revise for timeliness and provide updates, as
appropriate, on any new timelines for product rollouts.
14.We note your statement that "Arrive leads in ALM Mailboxes, distinct from smart
mailboxes and smart locker boxes, which lack support for autonomous robot and drone
delivery, Arrive’s emerging competition stems from smart locker box and smart mailbox
companies who are recognizing the shift towards ALM." Please revise to clarify what you
mean by "leads," considering the current status of your operations.
15.We note that you acquired AirBox Technologies in December 2023. Please revise to
include a description of AirBox's business and any material patents that you acquired.
Additionally, please include a description of the material terms of the asset purchase
agreement, including the amount and value of Arrive common stock exchanged. Please
file the asset purchase agreement as an exhibit. Refer to Item 601(b)(10) of Regulation S-
K.
16.We note the following statements:
•Page 26: "By deploying numerous ALM mailboxes with partner customers, Arrive
aims to establish a large and efficient ALM mailbox network for its customers and
providers who will optimize operations and ALM activities through the Arrive ALM
Platform which will increasingly utilize a growing data set and AI to create insights
for enhanced services and performance in ALM operations, customer satisfaction."
•Page 27: "This allows Arrive’s partners to operate in environments with other
providers, and to make real-time value-based trade-offs like placing a premium on the
ability to deliver food during a major sports event or at dinner time, versus the ability
of a carrier to schedule and guarantee delivery at multiple mailboxes on a specific
route at a specific time for operational efficiency and margin."
Please revise to clarify or include definitions for terms such as "partner customers,"
"providers," "Arrive's partners," "other providers," so that investors can clearly understand
how you plan to conduct business operations.
Planned Progression, page 28
We note that you plan to begin operations on medical campuses and later expand into
food delivery. Please revise to disclose whether you currently have customers in these
areas. We note your statement that "Arrive will partner with leaders in automated delivery 17.

September 5, 2024
Page 5
of delivery of food, goods, and services." Please revise to make it clear, if true, that such
partnerships are aspirational at this time.
18.We note your statement that "[b]eing approved as a certified US Mailbox (application
formally submitted September 15, 2023) ... will allow for uniquely advantageous service,
deployment, and a secure treatment for Arrive's customers." Please clarify whether your
application has been approved as of the date of this filing.
Industry Overview and Opportunity, page 31
19.Please revise this section to include a citation or source for each claim that you make. In
any of these instances, if you have commissioned a report or study, please revise to state
as much and file a consent in accordance with Rule 436.
20.We note your statement that "[t]o understand the scale of Arrive’s opportunity and
market, one needs to understand that ultimately Arrive’s smart MaaS platform will serve
as a common, shared infrastructure for a large portion of the 160+ million US addresses
for businesses and consumers, which grows by over 4,000 addresses daily - and that is
before Arrive addresses its global aspirations and growth potential." Please revise to make
it clear, if true, that you do not currently have any US addresses associated with your
business. Revise to state that Arrive's smart MaaS platform may serve as a common,
shared infrastrucure" (emphasis added).
Early Market Activity, page 32
21.Please provide additional detail on the status of your operations. For example, where you
say "working on feasibility," "in discussion(s)," "in progress," please provide more
specific details so that potential investors can understand the current status of your
operations.
Regulatory Background, page 32
22.Please expand your discussion here and on page 37 to include the impact that such
regulations have on your business and include any relevant regulatory implications for the
areas that you expect to expand into, such as medical operations and the transport/delivery
of prescriptions, biologics, etc.
Recent Developments and Current Licenses Held, page 35
23.We note the various partnership agreements listed here. To the extent you have not
actually entered into a partnership agreement, such as with Hush Aerospace and Speedy
Eats, please recharacterize such headings and descriptions. To the extent that any of these
partnership agreements are material contracts, please revise to provide a description of the
material terms of such contracts and include the agreements as an exhibit. Additionally, at
the end of this section, we note your statement that "Arrive is hopeful as the leader in
ALM Mailboxes that it will have the opportunity to bring many, if not the majority, of
these relationships and discussions to fruition as sales for Arrive." Please provide
additional detail that supports your claim that you are "the leader in ALM Mailboxes" or
revise such language to state that this is management's belief.

September 5, 2024
Page 6
Legal Proceedings, page 36
24.With respect to the Byfield Management, Inc. case, please revise to include the date
instituted, a description of the factual basis alleged to underlie the proceedings and the
relief sought. In this light, we note that the relief sought includes two years of salary and
stock options. If material, please disclose such amounts. Refer to Item 103 of Regulation
S-K.
Management, page 38
25.Please revise to state each executive officer's term of office as officer and the period
during which he or she has served in such position. Refer to Item 401(b) of Regulation S-
K. Additionally, please confirm that you have described the business experience of each
executive officer during the past five years. For example, it appears that Todd Pepmeier's
experience may be current through 2021 and it appears that Neerav Shah's background
may not cover his experience over the past five years. Refer to Item 401(e). Additionally,
to the extent that there are family relationships between executive officers, directors, or
nominees, please revise to state as much. Refer to Item 401(d).
Executive Compensation, page 43
26.Please revise this section to include disclosure for fiscal year 2023. Also revise this
section to include narrative disclosure about your compensation program that complies
with Item 402(l) of Regulation S-K. In this light, please expand your Summary
Compensation Table disclosure and the disclosure relating to your employment
agreements, equity incentive awards, and any director compensation in fiscal year 2023.
Please file any employment agreements as exhibits. Refer to Item 601(b)(10)(iii).
Experts, page 55
27.You state that Assurance Dimensions has audited only the financial statements as of and
for the year ended December 31, 2023, but the firm's report states it has audited the
financial statements as of and for the year ended December 31, 2022, as well. Please
revise your disclosure here accordingly.
Index to Financi