SecProbe.io

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 July 8, 2025

Daniel S. O Toole
Chief Executive Officer
Arrive AI Inc.
12175 Visionary Way
Fishers, IN 46038

 Re: Arrive AI Inc.
 Registration Statement on Form S-1
 Filed May 14, 2025
 File No. 333-288112
Dear Daniel S. O Toole:

 We have conducted a limited review of your registration statement and
have the
following comment(s).

 Please respond to this letter by amending your registration statement
and providing
the requested information. 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 any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.

Registration Statement on Form S-1
Cover Page

1. We note your response to prior comment 1 and acknowledge the addition of
a recent
 Nasdaq sales price and the context that the $11.20 to $13.00 sales
prices are the result
 of private transactions. Upon further review, the continued inclusion on
the prospectus
 cover page of disclosure regarding such private sales transactions
remains confusing
 in light of your listing on Nasdaq. Therefore, please delete the third,
fourth and fifth
 sentences of the first paragraph entirely.
2. We note your response to prior comment 3 and reissue. Please amend your
disclosure
 on the prospectus cover page and page 67 to identify Streeterville
Capital, LLC as
 an underwriter. We note that your current disclosure that Streeterville
"may" be any
 underwriter and "it being understood that Streeterville Capital, LLC
shall not be
 deemed to be underwriters solely as a result of their participation in
this offering" is
 July 8, 2025
Page 2

 insufficient in this regard given that Streeterville Capital's inclusion
in this registration
 statement appears to be the result of an equity line agreement between
you and
 Streeterville Capital. Refer to Securities Act Compliance and Disclosure
Interpretation
 139.13.
Risk Factors
Risks Related to our Business and Operations - General Risks
Raising additional capital, including selling the Initial Pre-Paid Purchase or
the future Pre-
Paid Purchases, may directly or indirectly..., page 9

3. We note your response to prior comment 6 and reissue in part. We
acknowledge the
 new disclosure describing the dilution risks posed by the Streeterville
Purchase
 Agreement. Please also include disclosure that dilution could result in
a decrease of
 the share price for existing holders of your securities.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Recent Developments, page 29

4. You disclose the closing of an equity line of credit for $4 million on
May 15, 2025. If
 this equity line of credit is the agreement with Streeterville Capital
LLC, please
 amend your disclosure to align with the rest of the registration
statement such as
 transaction terms, date, and parties. Alternatively, if this is a new
transaction, please
 ensure that this "investor" is properly disclosed throughout the
registration statement
 as that would appear to be a material holding of your common stock.
Selling Stockholders, page 63

5. Please define Event of Default.
General

6. It appears that you have removed audited financial statements for the
year ended
 December 31, 2023, as well as related financial disclosures throughout
the prospectus.
 Please update your filing to present two years of audited financial
statements as of
 December 31, 2023 and December 31, 2024, as well as related financial
disclosures.
 Refer to Rules 3-01 and 3-02 of Regulation S-X and Item 303 of
Regulation S-K.
 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
 July 8, 2025
Page 3

 Please contact Nicholas Nalbantian at 202-551-7470 or Lilyanna Peyser at
202-551-
3222 with any questions.

 Sincerely,

 Division of Corporation
Finance
 Office of Trade &
Services
cc: Joseph Lucosky
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