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CORRESP Filing

Arrive AI Inc.
Date: May 7, 2025 · CIK: 0001818274 · Accession: 0001641172-25-009097

Regulatory Compliance Offering / Registration Process Related Party / Governance

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File numbers found in text: 333-284042

Referenced dates: May 6, 2025

Date
April 18, 2025
Author
Daniel S. O'Toole
Form
CORRESP
Company
Arrive AI Inc.

Letter

Re: Arrive AI Inc. Amendment No. 3 Registration Statement on Form S-1 Filed April 18, 2025 File No. 333-284042

Dear Ms. Wirth:

By letter dated May 6, 2025, 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 one comment to the Company's Form S-1 filed on April 18, 2025. We are in receipt of your letter and set forth below is the Company's response to the Staff's comment. For your convenience, the comment is listed below, followed by the Company's response in bold .

Amendment No. 3 to Form S-1 Filed April 18, 2025

Exhibit 5.1

1. It is inappropriate for counsel to assume that the "laws of the State of Delaware are identical to the laws of the State of New York" for purposes of giving a legality opinion; please revise accordingly. Further, please delete the statement that you are "attorneys licensed to practice in the States of New York and New Jersey." Refer to Section II.B.3.b of Staff Legal Bulletin No. 19 for further guidance.

RESPONSE: The Company has filed a revised opinion addressing the Staff comment as an exhibit only filing to include the updated revised opinion of the Company's counsel.

Thank you for your assistance in reviewing this filing.

Very
Truly Yours,
/s/
Daniel S. O'Toole

Show Raw Text
CORRESP
 1
 filename1.htm

 Arrive AI Inc.

 12175
Visionary Way

 Fishers,
Indiana 46038

 May
7, 2025

 Cara
Wirth

 U.S.
Securities & Exchange Commission

 100
F Street, N.E.

 Washington,
D.C. 20549

 Re:
 Arrive
 AI Inc.

 Amendment
 No. 3 Registration Statement on Form S-1

 Filed
 April 18, 2025

 File
 No. 333-284042

 Dear
Ms. Wirth:

 By
letter dated May 6, 2025, 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 one comment to the Company's Form S-1 filed
on April 18, 2025. We are in receipt of your letter and set forth below is the Company's response to the Staff's comment.
For your convenience, the comment is listed below, followed by the Company's response in bold .

 Amendment
No. 3 to Form S-1 Filed April 18, 2025

 Exhibit
5.1

 1. It
 is inappropriate for counsel to assume that the "laws of the State of Delaware are
 identical to the laws of the State of New York" for purposes of giving a legality opinion;
 please revise accordingly. Further, please delete the statement that you are "attorneys
 licensed to practice in the States of New York and New Jersey." Refer to Section II.B.3.b
 of Staff Legal Bulletin No. 19 for further guidance.

 RESPONSE:
 The Company has filed a revised opinion addressing the Staff comment as an exhibit only filing to include the updated revised opinion
of the Company's counsel.

 Thank
you for your assistance in reviewing this filing.

 Very
Truly Yours,

 /s/
 Daniel S. O'Toole

 Daniel S. O'Toole

 Chief Executive Officer

 Arrive
 AI Inc.