SecProbe.io

December 5, 2024
Daniel S. O'Toole
Chief Executive Officer
Arrive AI Inc.
12175 Visionary Way
Fishers, Indiana 46038
Re:Arrive AI Inc.
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted November 8, 2024
CIK No. 0001818274
Dear Daniel S. O'Toole:
            We have reviewed your amended 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 October 28, 2024 letter.
Amendment No. 1 to Draft Registration Statement on Form S-1 Submitted November 8, 2024
Risk Factors
Our listing differs significantly...., page 24
1.You state that Maxim Partners LLC has entered into "contractual lock-up agreements
or other contractual restrictions on transfer that are applicable to the Direct Listing";
here and in the Plan of Distribution, please describe these agreements and restrictions.
You state that your "directors, named executive officers and certain other stockholders
are subject to restrictions as to the number of shares of common stock each may
dispose of in any given period"; here and in the Plan of Distribution, please describe
these restrictions.

December 5, 2024
Page 2
Business, page 31
2.We note your amended disclosure in response to prior comment 9, however the
current status of your operations remains unclear. Please further revise this section as
follows:
•State in the first paragraph that you are a development stage company with
no revenues to date.
•Where you name certain businesses, please state that you do not have contracts
with them and may never have contracts with them.
•State that there is no guarantee that you will meet your business and partnership
goals.
•Revise your statement that Arrive Points and Arrive Point Network "are the
foundation to a platform approach to support the ALM ecosystem" to state that
you anticipate they will be the foundation.
•Where you discuss the "first post-pilot MaaS production support," clarify that you
do not know whether customers currently on pilot programs will choose to
subscribe for your services after the pilot program ends.
•Clarify the difference between "active customer agreements" and "Statements of
Work." Where you identify the companies with customer agreements/SOW,
revise to describe the nature and material terms of such agreements, clarify
whether they are for your pilot programs or for revenue-generating activity, and
file them as exhibits.
•Where you discuss your "2025 prospect pipeline," revise to state that you do not
know if any of the assisted living communities and hospital chains that expressed
interest will enter into agreements with you for your services.
•You state that you "are installing AP3 units...for which we will provide MaaS in
2025." Please revise to state whether you have agreements in place to provide
such services for compensation, with whom, and under what terms.
•Where you discuss operational platform fees and state that these "capabilities will
be introduced through our AP5 development and pilot program," clarify whether
you have engaged participants for such a pilot program.
3.Please revise to provide sources for the following statements or revise to clarify that
they are management's beliefs:
•Arrive is pioneering the emerging market for the automated exchange of packages
and goods between people, robots, and drones with our autonomous last mile
(“ALM”) mailbox.
•The future of automated last-mile delivery, consumer services, and business
operations all need smart, secure, and seamless exchanges of packages, goods,
supplies, food, and medicine between people, robots, and drones.
4.We note your statement that ALM Access Point is designed to provide a "frictionless
exchange point." Please define "frictionless" and give an example of how ALM
Access Point is designed to work as a frictionless exchange point.

December 5, 2024
Page 3
5.We note your statement comparing your ALM mailboxes to "traditional smart
mailboxes and locker boxes." Please describe the differences in further detail.
6.We note your statement that "[n]ote that the rate of data accumulation could be
slowed if there are insufficient numbers of units deployed or if the units are under-
utilized, either of which would result in slower data accumulation and therefore would
delay the expected timeframe for likely AI improvements and monetization." Please
elaborate to disclose the metrics necessary to meet your data accumulation goals.
7.We note your statement that "Arrive AI’s MaaS subscription model is designed to
accelerate market adoption by making implementation simple and affordable while
enabling us to support an increasingly large ALM mailbox network. After 12-18
months of delivering MaaS, beginning in December 2024, Arrive AI should collect
sufficient data by 2026 to begin to better leverage the growing dataset with improved
AI and ML models for enhanced services and insights for customers and partners."
Please elaborate on each claim in this statement by providing support for the claims
made.
8.We note your amended disclosure in response to prior comment 11 and we reissue it
in part. Please revise as follows:
•Revise the statement "As Arrive operations scale, they will produce large amounts
of unique data that will become the foundation for monetization using ML and
AI” to clarify that it is aspirational.
•Revise the statements in bullets 7, 8, and 9, and the last statement in the comment
regarding pilots with Amazon, Google/Wing, Zipline, Walmart and others, to
clarify that you do not know whether you will be able to achieve such goals.
9.We note your amended disclosure in response to prior comment 12 and we reissue it
in part. On page 34 where you reference open-source software, revise to state, if true,
that all of your software is open-source/third-party and none of it is proprietary.
Additionally, please clarify the terms under which 12-18 months of operational data
will enable you to reach "critical mass," including whether that estimated time-frame
is based on a certain level of operations, number of customers, etc. Please also clarify
how machine learning and artificial intelligence will be used to generate additional
revenue, and not just further operational efficiencies. Finally, please update your risk
factors accordingly.
10.We note your amended disclosure in response to prior comment 13 in the risk factors
section; please also include this disclosure in the business section. Please revise this
section to disclose your 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.
Intellectual Property, page 32
We note your statement that your intellectual property position includes four
foundational patents. However, we note your list following this statement appears to
 11.

December 5, 2024
Page 4
include seven different patents. Please disclose which patents are the "foundational"
patents and explain the 170 granted claims associated with such patents.
Early Market Progress, page 37
12.We note your amended disclosure in response to prior comment 7. Please disclose the
businesses of the customers with whom you have active customer agreements.
Additionally, we note your added disclosure regarding Google Wing, Zipline, Serve
Robotics, and Starship Robotics, and large retailers and delivery services like
Walmart, DoorDash, and Uber Eats and the various pilots associated with those
companies. Please revise to make it clear that you and your operations are not
affiliated with such companies or their associated pilots and may never be.
Begin with a Beachhead, page 38
13.We note your revised disclosure in response to prior comment 16 that "[n]o definitive
agreements have been executed yet and technology development partnerships are in
progress at this moment." Please revise to elaborate on the number, terms, status and
anticipated completion date of the technology development partnerships, state with
whom you are negotiating, and state there is no guarantee you will actually enter into
such agreements.
Industry Overview and Opportunity
US Market Overview, page 40
14.We note your amended disclosure in response to prior comment 14. Please revise to
include as part of the narrative text the statements that these figures are based on
management's projections in the disclosure, instead of as a footnote to the disclosure,
as the footnote you included conflicts with another footnote already on this page.
Additionally, please revise to note the date of which management made such
projections and revise to include any assumptions or limitations associated with such
projections.
Regulatory Background, page 41
15.We note your amended disclosure in response to prior comment 18. We note that you
did not include any disclosure regarding the regulatory implications with respect to
medical operations and the transport/delivery of prescriptions, biologics, etc. To the
extent that you believe that you will not be subject to any regulations in these areas,
please revise to state as much and explain why not.
Patents, page 43
16.We note your amended disclosure in response to prior comment 19, including your
note that you are using the term "anticipated expiration" because maintenance fees are
required to assure the full 20 years. Please revise your risk factor on page 13 regarding
your reliance on intellectual property to reflect this. Additionally, please revise to
disclose whether the maintenance fees are due up-front, on a schedule, or otherwise.
Finally, please clarify which party is responsible for paying the maintenance fees
while you are licensing the IP from your CEO.

December 5, 2024
Page 5
17.We note your revised disclosure in response to prior comment 29. However, it appears
that your revised disclosure still does not align with the patent information in your
investor presentation. For example:
•Your revised disclosure states "Arrive has three (6) approved, registered, and
issued United States patents." Please clarify the number of patents that Arrive
holds.
•Your revised disclosure states that you have 43 international patents, whereas
your investor presentation states that you have 48 international patents.
•Your revised disclosure does not mention the 130+ filed feature claims that is
highlighted in the investor presentation.
Please revise for consistency.
Recent Developments and Current Licenses Held, page 44
18.We note your response to prior comment 30. Please revise your disclosure in this
section regarding the Bruush merger to include the date that the Merger Agreement
was terminated.
Legal Proceedings, page 45
19.We note your amended disclosure in response to prior comment 21. Please revise to
name the "neutral state court" in which the proceedings are currently pending and the
value of the unpaid salary and stock awards. Refer to Item 103 of Regulation S-K.
Employment Agreements, page 52
20.We note your amended disclosure in response to prior comment 10 and we reissue it.
Please revise to include a summary of the material terms of the Pargoe Agreement and
file it as an exhibit.
Executive and Director Compensation
Summary Compensation Table, page 52
21.We note your amended disclosure in response to prior comment 23. Please revise the
Summary Compensation Table to include a footnote to the Stock Awards column,
based on Instruction 1 to Item 402(n)(2)(v) of Regulation S-K. Please also amend the
compensation paid to your CEO to include the amounts paid under the consulting
agreement. If that amount is included here, please include appropriate narrative
description so that an investor can understand the breakdown of CEO compensation.
Please also revise your narrative disclosure to explain the stock awards. Finally, we
note the table titled Outstanding Equity Awards at September 25, 2024. However, this
table should reflect outstanding equity awards at fiscal year end. Please revise.
Director Compensation
Fiscal Year 2022 and 2021 Director Compensation, page 56
22.We note your statement that "[w]e have note yet paid any compensation to the
directors in connection with their directorship." We also note your statement that
"John Callan (former Director) 133,000 shares awarded 2021." Please explain.

December 5, 2024
Page 6
Certain Relationships and Related Person Transactions, page 57
23.We note your amended disclosure in response to prior comment 24 and we reissue it
in part. Please revise to state, if true, that there is no explicit provision of the
agreement that allows you to extend the contract by continuing to pay licensing fees.
State the current effective term of the agreement or termination date. 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. 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.
24.We note your amended disclosure in response to prior comment 25. Please revise to
include the dollar value that has been paid to the CEO to date under the exclusive
patent license agreement. Additionally, please elaborate on the $17 million valuation
of the license agreement, including the assumptions underlying the total number of
units to be installed and the sales projections. Please revise to state whether the
valuation, number of units, and sales projections were prepared by management, a
financial advisor, or another third party.
Report of Independent Registered Public Accounting Firm, page F-3
25.We note your response to our prior comment 26 and associated revised disclosure to
remove subsequent event information not reviewed by your auditors. It appears the
information removed is material and should be disclosed pursuant to paragraph b of
the definition of subsequent events in ASC 855-10-20 and 855-10-50-2. Please revise
your disclosure accordingly and have your auditors update the date of their audit
report pursuant to AS 3110.05.
Signatures, page II-6
26.We note your response to comment 27. Please confirm whether your principal
financial officer is also your principal accounting officer.
General
27.We note your amended disclosure in response to prior comment 32 and we reissue it
in part. Please identify the Registered Stockholders and provide the disclosure
required by Item 403 and Item 507 of Regulation S-K.
28.We note your response to prior comment 28, but you have not revised the risk factor
disclosure as requested. Please revise to discuss the risks associated with your ability
to meet such quantitative requirements and any related risks to your shareholders.
Prospectus Cover Page
Please move the following disclosure from the prospectus cover page to the
Prospectus Summary, as it may be confusing to investors to describe securities that
are not part of the direct listing on the cover page:  "As of September 25, 2024, we
had a total of 910,189 warrants outstanding. The shares issued upon the exercise of
the warrants may be freely sold upon e