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CORRESP
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filename1.htm

Arrive
AI Inc.

12175
Visionary Way

Fishers,
Indiana 46038

December
23, 2024

Cara
Wirth

U.S.
Securities & Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Arrive
    Technology Inc.

    Draft
    Registration Statement on Form S-1

    Submitted
    October 1, 2024

    CIK
    No. 001818274

Dear
Ms. Wirth:

By
letter dated December 5, 2024, the staff (the “Staff,” “you” or “your”) of the
U.S. Securities & Exchange Commission (the “Commission”) provided Arrive AI Inc. (the “Company,”
“we,” “us” or “our”) with its comments to the Company’s Form S-1 filed
on November 8, 2024. We are in receipt of your letter and set forth below are the Company’s responses to the Staff’s comments.
For your convenience, the comments are listed below, followed by the Company’s responses in bold.

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.

    RESPONSE:
    The Company has revised its disclosure on page 24 and the plan of distribution and the relevant sections of the prospectus
    to clarify that currently there are no lock-up agreements or restrictions on transfer in place.

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.

    RESPONSE:
    The Company has made the revisions in all relevant sections of its amended registration statement to address the Staff’s
    comment in connection with the status of the Company’s operations.

    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.

RESPONSE:
The Company has made all revisions to the management’s statements to address among other clarifications per the Staff’s
request, that Arrive is pioneering the emerging market for the automated exchange of packages and goods between people, robots, and
drones with its autonomous last mile mailbox. However, Arrive is a development stage company with no revenues to date. While the Company
has several pilots in place, as described elsewhere in the prospectus, these pilots are not revenue-generating activities and there is
no guarantee that customers currently in pilot programs will choose to subscribe to our services after the pilot programs conclude. The
Company continues to develop its product and the technology inherent to its planned services, but there is no assurance that the Company
will meet its business and partnership goals.

    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.

    RESPONSE:
    The Company has revised the statement to address the Staff’s comment on its amended registration statement to define
    that the term “frictionless,” refers to an efficient, seamless exchange process with minimal barriers or delays for
    users. In the context of the autonomous last mile access point, this means creating a streamlined environment where stakeholders
    can access and exchange information, data, or services without encountering unnecessary complexities, such as cumbersome processes,
    excessive manual intervention, or technical incompatibilities. For example, an autonomous last mile access point might integrate
    automated delivery data validation and synchronization features, ensuring that users can share and retrieve up-to-date information
    effortlessly about a delivery, even across different platforms. Such features are designed to eliminate redundant steps and reduce
    the risk of errors, thereby fostering a smooth and uninterrupted exchange experience that is frictionless.

    5.
    We
    note your statement comparing your ALM mailboxes to “traditional smart mailboxes and locker boxes.” Please describe the
    differences in further detail.

    RESPONSE:
    The Company has revised its disclosure on the amended registration statement to address the Staff comment by explaining the
    differences of traditional smart mailboxes and locker boxes from the ALM mailboxes or ALM Access Points.

    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 underutilized, 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.

    RESPONSE:
    The Company has revised its disclosure on the amended registration statement to reflect among other updates that to meet the
    Company’s data accumulation goals and maximize the effectiveness of its proprietary ALM models, the Company believes a minimum
    of 200 deployed and actively utilized ALM Access Points, with an average daily volume of 3 deliveries, will be necessary to generate
    sufficient data over 18 months of operations. If fewer units are deployed or the average utilization rate per unit falls below 50%,
    the rate of data accumulation will slow, delaying both the expected timeframe for likely AI improvements and the monetization of
    the resulting insights. These metrics—deployment scale and utilization rate—are critical to achieving the desired scale
    for AI/ML and network-wide operational improvements.

    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.

    RESPONSE:
    The Company has revised its disclosure on the amended registration statement to reflect that Arrive AI’s MaaS subscription
    model is designed to accelerate market adoption by reducing upfront costs and operational complexity, making implementation more
    accessible and affordable for customers. The subscription model eliminates the need for significant capital expenditures by offering
    a service-based approach where customers pay recurring fees for access to ALM infrastructure, ongoing support, and software updates.
    This model allows Arrive AI to scale efficiently while expanding and maintaining an increasingly large ALM mailbox network. Beginning
    in early 2025, The Company plans to launch MaaS services with pilot customers, transitioning into full production over time. Based
    on the Company’s management internal projections and assuming sufficient deployment and utilization rates (a minimum of 200
    deployed and actively utilized at three or more deliveries per day), management estimates that in 18 months of operational data collection,
    by 2026 the Company will likely have obtained the critical deployments mass and utilization rates needed to improve its initial AI
    and ML models. These enhanced models are expected to deliver improved customer experiences by optimizing delivery routes, predicting
    maintenance needs, and generating actionable insights for operational improvements. However, these outcomes depend on meeting deployment
    scale and utilization targets, and there is no guarantee that such adoption or data accumulation will occur as projected by the Company’s
    management.

    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.

    RESPONSE:
    The Company has made all revisions to address the Staff’s comment on its amended registration statement.

    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.

    RESPONSE:
    The Company has revised its disclosure on the amended registration statement to address the Staff’s comment.

    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.

    RESPONSE:
    The Company has revised its disclosure on the amended registration statement to include the disclosure in the business section
    in addition to the appropriate risk factor disclosure that addresses the material risks associated with collecting, storing, and
    using such data in an algorithm.

Intellectual
Property, page 32

    11.
    We
    note your statement that your intellectual property position includes four foundational patents. However, we note your list following
    this statement appears to include seven different patents. Please disclose which patents are the “foundational” patents
    and explain the 170 granted claims associated with such patents.

    RESPONSE:
    The Company has revised its disclosure on the amended registration statement to address the Staff’s comment.

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.

    RESPONSE:
    The Company has revised its disclosure on the amended registration statement to address the Staff’s comment.

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.

    RESPONSE:
    The Company has revised its disclosure on the amended registration statement to explain that establishing a beachhead is a proven
    strategy, first described in Geoffrey Moore’s Crossing the Chasm, to approach early markets by focusing on niche markets that
    can be well-served before expanding to adjacent ones. Arrive AI has begun its go-to-market strategy by targeting the ALM needs of
    two synergistic markets: medical operations and large assisted living communities. While no definitive agreements have been drawn
    up yet, the Company is currently engaged in multiple active discussions regarding technology development partnerships with organizations
    in these sectors. These discussions cover terms related to joint development timelines, pilot program goals, and technology integratio