SecProbe.io

October 28, 2024
Daniel S. O'Toole
Chief Executive Officer
Arrive AI Inc.
12175 Visionary Way
Fishers, Indiana 46038
Re:Arrive AI Inc.
Draft Registration Statement on Form S-1
Submitted October 1, 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. Unless we note otherwise, any references to prior comments are to comments in
our September 5, 2024 letter.
Draft Registration Statement on Form S-1 Submitted October 1, 2024
Prospectus Summary, page 2
1.Please state that you do not currently have commercial operations, and did not have
revenues in 2022, 2023 or thus far in 2024. Revise your statement on page 28
regarding not having revenues in 2022 or 2023 to address revenues in 2024, as well.
Risk Factors, page 5
We note your amended disclosure in response to prior comment 4, including that your
revised disclosure did not appear to amend risk factor disclosure beyond the few
points highlighted in the comment. Please review each of your risk factors, including 2.

October 28, 2024
Page 2
the new risk factors added in most recent submission, to tailor the risks to your
company's current business and operations. Concisely explain how each risk affects
you, your operations and results, your investors, and/or the securities being offered.
The presentation of risks that could apply generically to any registrant or any offering
is discouraged. Please refer to Item 105 of Regulation S-K.
We had negative cash flow for the fiscal year ended December 31, 2023 . . . , page 5
3.We note your revised disclosure in response to prior comment 6. Please revise to
quantify the amounts raised through equity sales and the crowdfunding campaign, as
well as your cash burn rate and current cash on hand.
Risks Related to this Direct Listing and Ownership of Our Common Stock, page 24
4.We note your revised disclosure in response to comment 7 and re-issue it in part.
Please revise this section to acknowledge the uncertainty associated with the fact that
few companies have undertaken direct listings to date. Also discuss the risks
associated with Regulation M as it relates to a direct listing.
Capitalization, page 27
5.The amount presented in the table as "Total capitalization" appears to be "Total
Liabilities and Stockholders' Deficit." Please revise as appropriate.
Use of Proceeds, page 27
6.We note your Form C and amendments thereto and statements in your investor
presentation regarding capital raises via crowdfunding. If any material amounts of
funds outside of this direct listing are necessary to accomplish the specified purposes
for which the proceeds are to be obtained, state the amounts of such other funds
needed for each specified purpose and the sources thereof. Please refer to Instruction 3
to Item 504 of Regulation S-K.
Planned Progression, page 28
7.We note your amended disclosure in response to prior comment 17. Please revise to
clarify the nature of the current pilots being conducted and the nature of the
statements of work that you have entered into with each company. Additionally,
please disclose whether any of the companies with which you have a statement of
work are in the areas of your initial focus.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations, page 29
8.Please revise to also include a discussion and analysis of the results of operations for
the year ended December 31, 2023, compared to the year ended December 31, 2022.
Business, page 31
We note your amended disclosure in response to prior comment 12, however the
current status of your operations remains unclear. 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, if true. Please clearly highlight the status of your 9.

October 28, 2024
Page 3
operations and differentiate which operations or plans are currently underway and
which are aspirational; in this regard, state, if true, that the pilots and trials in which
you are engaged do not represent revenue-generating operations. If you have a
timeline to roll-out any services, please revise to state as much; in this regard, it
appears that you describe the past and anticipated future development of your patented
products but not your services, the latter of which seems to be the sole source of any
future revenue. 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. Highlight that there is no guarantee that you meet your business and partnership
goals. Additionally, with respect to your active Statements of Work, please clarify the
material terms in each statement and if applicable, file such agreements as exhibits.
Refer to Item 601(b)(10) of Regulation S-K.
10.We note your amended disclosure in response to prior comment 15 and the Asset
Purchase Agreement that you filed as Exhibit 10.14. The Asset Purchase Agreement
acknowledges a stand alone consulting contract with Brandon Pargoe. Please advise
with respect to the consulting agreement. We note that Brandon Pargoe is your Vice
President of Product Operations.
11.Revise the following and similar statements to make it clear that they do not reflect
your current level of operations or certainty of outcome:
•"Arrive’s automated delivery marketplace (“ADM”) platform schedules arrival
and departure times . . . optimizes utilization of mailbox space, delivers important
real-time location and transaction data and smart notifications . . . ."
•"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 . . . ."
•"As Arrive operations scale, they will produce large amounts of unique data that
will become the foundation for monetization using ML and AI."
•"Since we generate unique transactional, performance, logistical, and locational
data not available from any other source . . . ."
•"Arrive’s ALM Mailboxes, are offered as a Mailbox-as-a-Service subscription . . .
."
•"Since Arrive is bringing a complex mix of hardware, software, and machine
learning to market within Arrive’s smart MaaS Platform . . . ."
•"Arrive will also be working closely with drone and robotic technology providers
and operators . . . ."
•"Arrive’s initial emerging market will consist of . . . ."
•"Leading the market in IP and pioneering development of the first ALM
mailboxes for automated delivery and pickup with advanced capabilities to reduce
the friction of exchanges between people, robots, and drones."
We note your statement that "Pilot programs have begun in 2022, including Amazon,
Google/Wing, Walmart and others." Please revise to clarify, if true, that you are not
part of these pilot programs.

October 28, 2024
Page 4
12.We note your statement that as your business scales, you plan to generate revenue
from data monetization insights generated by machine learning and artificial
intelligence. As it relates to use in your business operations, please clarify whether
you are using the terms “machine learning” and “artificial intelligence”
interchangeably. To the extent that they have different definitions, please revise to
provide each definition. Additionally, if known, please disclose whether you plan to
develop your own software or purchase software or a product from third parties. If
you plan to develop your own software, please disclose the current stage of product
development. Please clarify what level of scale your operations need to reach and the
anticipated timeline in order to employ such machine learning and artificial
intelligence models. In this light, we note your statement on page 28, that “it takes
time to collect large enough data sets to build state of the art AI models.” Finally,
please clarify how such machine learning and artificial intelligence will be used to
generate additional revenue, as the examples on page 32 seem to highlight operational
efficiencies that you may achieve with such technology. Please also update your risk
factor disclosure in the section titled “Artificial intelligence (‘AI’) related risks” to
address the material risks to your business, operations, and financial condition in
connection with your specific intended use and development of products using
machine learning and artificial intelligence technology, as appropriate.
13.We note that you may plan to use machine learning and artificial intelligence by
employing algorithms as they relate to delivery, pickup, users, environment, and
autonomous logistics. In each example, please provide a more detailed discussion of
the specific data points or types of data that would be collected/used in each category
and revise to include appropriate risk factor disclosure that addresses the material
risks associated with collecting, storing, and using such data in an algorithm.
Industry Overview and Opportunity, page 36
14.We note your amended disclosure in response to prior comment 19. Please revise to
provide sources for the following claims:
•"The first 1% of US addresses (1.6 million) is estimated to be worth
approximately $3.5 billion in recurring revenue across our three planned revenue
streams of: MaaS recurring revenue subscriptions, data monetization via ML/AI
generated growth insights, and operational platform fees as described earlier."
•"The company has identified additional revenue streams, such as the mailbox
financing exchange, monetization of data insights through artificial intelligence
and machine learning, and the automated delivery marketplace which comprises
the remaining $2.4B annual revenue."
US Market Overview, page 36
We note your statement that "[t]he first 1% of US addresses (1.6 million) is estimated
to be worth $3.5 billion in recurring revenue across our three planned revenue streams
of: MaaS recurring revenue subscriptions, data monetization via ML/AI generated
growth insights, and operational platform fees as described earlier." Please revise to
describe the assumptions used to arrive at a 1% market share and clarify who is
estimating the $3.5 billion valuation, for example management, a financial advisor, or 15.

October 28, 2024
Page 5
other third party. Please also revise to acknowledge that your business model is
currently untested in the market.
Early Market Activity, page 37
16.Where you say that you are in discussions with hospital networks and assisted living
communities, as well as where you say that technology development partnerships are
in progress, please state that no agreements have resulted or may ever result, if true.
Market Growth or US Market Overview, page 37
17.We note your statement that "[y]ou could save $1B every 11 days for autonomous vs
traditional deliveries." Please identify who would realize savings and clarify what this
statement means in the context of your business. Also provide the basis for such
statement.
Regulatory Background, page 37
18.We note your amended disclosure in response to prior comment 22 and we reissue our
comment. Your revised disclosure does not address the specific impacts of the
regulatory measures. Please elaborate, in detail, how these regulations will affect
operations. Please also 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. These revisions should include the actual regulations that
you will be subject to.
Patents, page 39
19.Please revise to provide the expiration date or expected expiration date for each
granted and pending patent. Additionally, we note that you have provided the
anticipated expiration dates for granted patents, please explain why a firm expiration
date is not available.
Recent Developments and Current Licenses Held, page 40
20.We note your response to prior comment 23, including that you intend to file a
number of partnership agreements as exhibits. We may have further comments once
we review such partnership agreements.
Legal Proceedings, page 41
21.We note your amended disclosure in response to prior comment 24. With respect
to Byfield Management, Inc. and Ohrn II, Richard B v. Dronedek Corporation, please
revise to include the name of the "neutral court" in which the proceedings are
currently pending and disclose the value of the unpaid salary and stock awards.
Management, page 43
22.We note your amended disclosure in response to prior comment 25 and we reissue in
part. Please confirm that you have described the business experience of each
executive officer during  the past five years  (emphasis added). Refer to Item 401(e) of
Regulation S-K.

October 28, 2024
Page 6
Executive Compensation, page 48
23.We note your amended disclosure in response to prior comment 26 and we reissue it
in part. Please provide narrative disclosure about your compensation program that
complies with Item 402(l) of Regulation S-K. Additionally, please revise to
summarize the material terms of the employment agreements with Mark Hamm and
Todd Pepmeier. Please also provide director compensation information for the fiscal
year ended 2023.
Certain Relationships and Related Person Transactions, page 53
24.We note your statement that "[t]he agreement also includes a provision where the
Arrive must commence development and marketing of the products within 36 months
of the execution of the agreement, for the agreement to remain in force, otherwise, the
agreement has a term of seven years, a period which may be extended upon mutual
consent and in the best interest for both parties." Please revise your disclosure to state
whether Arrive commenced development and marketing of the products within such
time frame. Additionally, please revise your description of this agreement to include
all of the material terms of the agreement, including a description of the intellectual
property being licensed and any applicable termination provisions. We note that in the
financial statements you state that "[a]lthough the contract expired in 2023, no new
agreement has been executed as of the date of this report. The Company has
constructively extended the contract by continuing to pay licensing fees in accordance
with the agreement dated May 26, 2020." Please revise to state the provision of the
agreement that allows you to extend the contract by continuing to pay licensing fees
and the current effective term of the agreement or termination date. Finally, please
clarify what will happen after the seventh year under the agreement, including what
would happen to the company in the event that the agreement is terminated. Please
also clarify what will happen to the company if Mr. O'Toole attempts to terminate for
any reason. Please update your risk factors to describe the related risks to the
company and investors.
25.Please revise to provide the approximate dollar value of the amount involved in the
transaction. Refer to Item 404(a) and (d) of Regulation S-K.
Report of Independent Registered Public Accounting Firm, page F-3
26.Given the revisions to note 16 "Subsequent Events" of the audited annual financial
statements, please discuss with the accounting firm the need to