SecProbe.io

CORRESP
 1
 filename1.htm

 Arrive
AI Inc.

 12175
Visionary Way

 Fishers,
Indiana 46038

 July
24, 2025

 Via
EDGAR

 Securities
and Exchange Commission

 Division
of Corporation Finance

 Office
of Trade and Services

 100
F Street, N.E.

 Washington,
D.C. 20549

 Re:
 Arrive
 AI Inc.
 Registration
 Statement on Form S-1
 File
 No. 333-288112

 Ladies
and Gentlemen:

 In
accordance with Rule 461 under the Securities Act of 1933, as amended, Arrive AI Inc. (the " Registrant ") hereby requests
that the U.S. Securities and Exchange Commission (the " Commission ") take appropriate action to cause the above-referenced
Registration Statement on Form S-1 (the " Registration Statement ") to become effective on Monday, July 28, 2025 at
5:00 p.m. Eastern Time, or as soon thereafter as is practicable or at such later time as the Registrant's counsel may orally request
via telephone call to the staff of the Commission. The Registrant hereby authorizes Lucosky Brookman LLP, counsel to the Registrant (" Counsel "),
to make such request on its behalf.

 Once
the Registration Statement has been declared effective, please orally confirm that event with Counsel at (732) 395-4402.

 If
you have any questions regarding this request, please contact Counsel at (732) 395-4402.

 Very
 truly yours,

 ARRIVE
 AI INC.

 /s/
 Daniel S. O'Toole

 Daniel
 S. O'Toole

CORRESP
 1
 filename1.htm

 Arrive
AI Inc.

 12175
Visionary Way

 Fishers,
Indiana 46038

 July
14, 2025

 Nicholas
Nalbantian U.S. Securities & Exchange Commission

 100
F Street, N.E.

 Washington,
D.C. 20549

 Re:
 Arrive
 AI Inc.

 Registration
 Statement on Form S-1

 Submitted
 June 17, 2025

 CIK
 No. 0001818274

 Dear
Mr. Nalbantian:

 By
letter dated July 8, 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 its comments to the Company's Form S-1 filed
on June 17, 2025. 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

 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.

 RESPONSE:
 The Company has deleted the third, fourth and fifth sentences of the first paragraph entirely on the cover page.

 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 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.

 RESPONSE:
 The Company has revised the prospectus cover page and page 67 to affirmatively identify Streeterville Capital LLC as an underwriter
 within the meaning of Section 2(a)(11) of the Securities Act, in accordance with the Securities Act Sections Compliance and Disclosure
 Interpretation 139.13

 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.

 RESPONSE:
 The Company has added a statement on page 9 to caution 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.

 RESPONSE:
 The Company has revised its disclosure on page 29 to align this recent development with the rest of the Registration Statement
 and cross-referenced to the "Selling Stockholders" section where the Streeterville transaction is discussed in details.

 Selling
Stockholders, page 63

 5.
 Please
 define Event of Default.

 RESPONSE:
 The Company has added definition of "Event of Default" on page 63.

 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.

 RESPONSE:
 The Company has added back the audited financial statements for the year ended December 31, 2023 as well as related financial disclosures
in the Financial Statements and Notes, the "Management's Discussion and Analysis of Financial Condition and Results of Operations"
section and elsewhere in the Registration Statement.

 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.

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 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
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Arrive
AI Inc.

 12175
Visionary Way

 Fishers,
Indiana 46038

 June
17, 2025

 Nicholas
Nalbantian U.S. Securities & Exchange Commission

 100
F Street, N.E.

 Washington,
D.C. 20549

 Re:
 Arrive
 AI Inc.

 Draft
 Registration Statement on Form S-1

 Submitted
 May 14, 2025

 CIK
 No. 0001818274

 Dear
Mr. Nalbantian:

 By
letter dated June 3, 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 its comments to the Company's Form S-1 filed
on May 14, 2025. 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

 Cover
Page

 1.
 Please
 provide a recent Nasdaq sale price. In addition, revise the third sentence to clarify that such sale prices are a result of private
 transactions, as opposed to public sales.

 RESPONSE:
 The Company has revised its disclosure to provide a recent Nasdaq sale price and to clarify that such sale prices are a result
 of private transactions, as opposed to public sales on the cover page.

 2.
 We
 note that you refer to a resale of up to 8,125,779 shares by "the selling stockholder." Please amend the cover page, and
 elsewhere, to reflect that there are multiple selling stockholders. In addition, please amend the cover page to highlight that 8,000,000
 of the 8,125,779 shares are being registered for a single selling stockholder, Streeterville Capital, LLC, pursuant to an equity
 line agreement.

 RESPONSE:
 The Company has revised its disclosure to reflect that there are multiple selling stockholders. Additionally, the Company has
 amended the cover page to highlight that 8,000,000 of the 8,125,779 shares are being registered for a single selling stockholder,
 Streeterville Capital, LLC, pursuant to an equity line agreement.

 3.
 Please
 revise the prospectus cover page and page 62 to identify Streeterville Capital LLC as an underwriter. For guidance, refer to Securities
 Act Sections Compliance and Disclosure Interpretation 139.13.

 RESPONSE:
 The Company has revised the prospectus cover page and page 67 to identify Streeterville Capital LLC as an underwriter, in
accordance with the Securities Act Sections Compliance and Disclosure Interpretation 139.13.

 Table
of Contents, page i

 4.
 Please
 include a line item for the section titled "Selling Stockholders" starting on page 58. Refer to Item 502(a) of Regulation
 S-K.

 RESPONSE:
 The Company has included a line item for the section titled "Selling Stockholders" starting on page 63, in
 accordance with Item 502(a) of Regulation S-K.

 Risk
Factors, page 5

 5.
 Please
 disclose, in a new or existing risk factor, if true, the possibility that the company may not have access to the full amount available
 to it pursuant to the Streeterville Purchase Agreement, that Streeterville may engage in short-selling activities, and, if so, how
 any sales activities after announcement of a put may negatively affect the company's share price. Also disclose any short selling
 of the company's securities or other hedging activities that Streeterville has or may engage in.

 RESPONSE:
 The Company has revised its risk factor disclosure on pages 4 and 26 that the Company may not have access to the
 full amount available to it pursuant to the Streeterville Purchase Agreement and that Streeterville may engage in short-selling activities
 or other hedging activities. The Company also disclosed that Streeterville has informed the Company that it had not engaged, and
 would not engage, in any short selling of our securities or other hedging activities on page 26.

 Risks
Related to our Business and Operations - General Risks

 Raising
additional capital may cause dilution to our existing stockholders or restrict our commercial operations., page 8

 6.
 Please
 revise your risk factor disclosure, or add new risk factor disclosure, to state that this offering will cause dilution and has the
 potential to cause price drops for existing holders of your securities. Also describe the dilutive effect of the pricing mechanism
 under the Streeterville Purchase Agreement on the company's share price, so that investors understand the dilutive impact of future
 puts, as well.

 RESPONSE:
 The Company has revised its risk factor disclosure to state that this offering will cause dilution and has the potential to cause
 price drops for existing holders of the Company's securities on page 9. Additionally, the risk factor disclosure describes
 the dilutive effect of the pricing mechanism under the Streeterville Purchase Agreement on the company's share price on the
 same page.

 Business
Intellectual Property

 Securities
Purchase Agreement between Arrive AI Inc. and Streeterville Capital LLC, page 43

 7.
 We
 note your disclosure that the Company agrees to restrict its executive officers from selling their shares until the later of 90 days
 from the agreement date "or 45 days after the effective date of this registration statement." We note that your initial
 offering registration statement had largely identical language. Please revise to clarify if the 45 day count begins from the effective
 date of your initial registration statement, or this current registration statement.

 RESPONSE:
 The Company has revised its disclosure on page 47 to clarify that the 45-day count begins from the effective date of the
 Company's current registration statement covering the Resale Shares.

 Potential
Partnership collaboration between Arrive AI Inc., formerly Arrive Technology Inc., formerly Dronedek Corporation, and Hush..., page 43

 8. On
 page 43 you disclose that you were due to begin negotiations for a "potential partnership"
 with Hush Aerospace following the "completion of this offering." As it appears
 this disclosure is unchanged from your initial offering registration statement, please update
 to reflect the current state of negotiations with Hush Aerospace. Please ensure that any
 other references in the filing to "this offering" refer to the current secondary
 offering and not your initial direct listing.

 RESPONSE:
 The Company respectfully advises the Staff that it has not resumed any active negotiations to resume the partnership with Hush Aerospace
and has hence removed that paragraph on page 48.

 Principal
and Registered Stockholders, page 56

 9. Please
 revise the statement that the table contains "the number of shares of our common stock
 held by and registered for resale by means of this prospectus for the selling stockholders,"
 as this prospectus does not cover the shares identified in the table on page 57. Also revise
 the following statement, as it does not appear to be accurate with respect to the current
 prospectus: "All outstanding shares as of the date of this prospectus represent one
 hundred percent (100%) of the company's currently issued and outstanding common stock,
 all of such outstanding shares as of the date of this prospectus may be freely sold upon
 the effective date of this registration statement." Further revise the tables in this
 and the following section to state the number of shares currently issued and outstanding.

 RESPONSE:
 The Company has removed the sentences "the number of shares … for the selling stockholders" and "All outstanding
shares … effective date of this registration statement" from page 61. The Company also revised the number of shares
held by certain stockholder and the total shares outstanding in the Beneficial Ownership Table on page 62 and the "Selling
Stockholder" section to state the correct number of shares currently issued and outstanding.

 Selling
Stockholders, page 58

 10. You
 disclose on page 59 that the second column of the chart on the same page "lists the
 number of shares of common stock beneficially owned by each selling stockholder, based on
 its ownership of Resale Shares as of the date of this prospectus." This description
 is inconsistent with the second column heading of "Number of Shares of Common Stock
 Beneficially Owned Prior to this Offering," which appears to include both Resale Shares
 and shares that were registered under the direct listing. Please revise for consistency and
 accuracy.

 RESPONSE:
 The Company has revised the disclosure on page 64 to be consistent with the second column heading of "Number of Shares
of Common Stock Beneficially Owned Prior to this Offering."

 11. Please
 revise your description of the Streeterville Purchase Agreement to disclose the material
 terms of the agreement with Streeterville including without limitation: (i) the term of the
 agreement, and (ii) the full discounted price (or formula for determining it) at which Streeterville
 will receive the shares. For guidance, refer to Securities Act Sections Compliance and Disclosure
 Interpretation 139.13. If you use defined terms when describing the method by which the price
 of the shares will be determined, define such terms. Also clarify whether shares have been
 issued pursuant to the Initial Pre-Paid Purchase of $4,330,000 and, if so, whether they are
 the 2,937,500 Pre-Delivery Shares. Explain whether $587 is the purchase price for the Pre-Delivery
 Shares and, if so, how such price was determined. Assuming that the Initial Pre-Paid Purchase
 has occurred, please state the Purchase Share Purchase Price and the manner in which it was
 determined (e.g., initial listing reference price, relevant VWAP). Revise to clarify the
 manner in which the purchase price of subsequent Pre-Paid Purchases will be determined.

 RESPONSE:
 The Company has supplemented its original disclosure about the material terms of the Streeterville Purchase Agreement with more details
on page 63, including the formula for determining the price at which Streeterville will receive the shares. The Company has also
revised the disclosures on page 63 to clarify that (1) there have been no Purchase Shares issued under the Initial Pre-Paid Purchase
of $4,330,000 (so there was no Purchase Share Purchase Price determined whatsoever), (2) $587.50 is the purchase price for the Pre-Delivery
Shares and how such price was determined, and (3) the manner in which the purchase price of subsequent Pre-Paid Purchases will be determined.

 Plan
of Distribution, page 62

 12. Please
 revise to further clarify how the provisions of Regulation M may prohibit Streeterville and
 any other distribution participants that are participating in the distribution of the company's
 securities from (i) engaging in market making activities (e.g., placing bids or making purchases
 to stabilize the price of the common stock) while the equity line is in effect; and (ii)
 purchasing shares in the open market while the equity line is in effect.

 RESPONSE:
 The Company has revised its disclosures on page 67 to further clarify how the provisions of Regulation M may prohibit Streeterville
and any other distribution participants that are participating in the distribution of the company's securities from (i) engaging
in market making activities (e.g., placing bids or making purchases to stabilize the price of the common stock) while the equity line
is in effect; and (ii) purchasing shares in the open market while the equity line is in effect.

 Exhibits

 13. Please
 revise Exhibit 10.11 to include all material portions of the agreement, including Exhibits
 A through E. For guidance, refer to Securities Act Sections Compliance and Disclosure Interpretation
 139.13 and Item 601(b)(2) of Regulation S-K.

 RESPONSE:
The Company has revised Exhibit 10.11 to include all material portions of the agreement, including Exhibits A through E, in accordance with the Securities Act Sections Compliance and Disclosure Interpretation
139.13 and Item 601(b)(2) of Regulation S-K.

 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.

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 3, 2025

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

 Re: Arrive AI Inc.
 Draft Registration Statement on Form S-1
 Submitted May 14, 2025
 CIK No. 0001818274
Dear Daniel S. O Toole:

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

 Please respond to this letter by providing any requested information
and by publicly
filing your registration statement and non-public draft submission 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 filed
registration statement, we may have additional comments.

Draft Registration Statement on Form S-1
Cover Page

1. Please provide a recent Nasdaq sale price. In addition, revise the third
sentence to
 clarify that such sale prices are a result of private transactions, as
opposed to public
 sales.
2. We note that you refer to a resale of up to 8,125,779 shares by "the
selling
 stockholder." Please amend the cover page, and elsewhere, to reflect
that there are
 multiple selling stockholders. In addition, please amend the cover page
to highlight
 that 8,000,000 of the 8,125,779 shares are being registered for a single
selling
 stockholder, Streeterville Capital, LLC, pursuant to an equity line
agreement.
3. Please revise the prospectus cover page and page 62 to identify
Streeterville Capital
 LLC as an underwriter. For guidance, refer to Securities Act Sections
Compliance and
 Disclosure Interpretation 139.13.
 June 3, 2025
Page 2

Table of Contents, page i

4. Please include a line item for the section titled "Selling Stockholders"
starting on page
 58. Refer to Item 502(a) of Regulation S-K.
Risk Factors, page 5

5. Please disclose, in a new or existing risk factor, if true, the
possibility that the
 company may not have access to the full amount available to it pursuant
to the
 Streeterville Purchase Agreement, that Streeterville may engage in
short-selling
 activities, and, if so, how any sales activities after announcement of a
put may
 negatively affect the company s share price. Also disclose any short
selling of the
 company's securities or other hedging activities that Streeterville has
or may engage
 in.
Risks Related to our Business and Operations - General Risks
Raising additional capital may cause dilution to our existing stockholders or
restrict our
commercial operations., page 8

6. Please revise your risk factor disclosure, or add new risk factor
disclosure, to state that
 this offering will cause dilution and has the potential to cause price
drops for existing
 holders of your securities. Also describe the dilutive effect of the
pricing mechanism
 under the Streeterville Purchase Agreement on the company's share price,
so that
 investors understand the dilutive impact of future puts, as well.
Business
Intellectual Property
Securities Purchase Agreement between Arrive AI Inc. and Streeterville Capital
LLC, page
43

7. We note your disclosure that the Company agrees to restrict its
executive officers
 from selling their shares until the later of 90 days from the agreement
date "or 45 days
 after the effective date of this registration statement." We note that
your initial
 offering registration statement had largely identical language. Please
revise to clarify
 if the 45 day count begins from the effective date of your initial
registration statement,
 or this current registration statement.
Potential Partnership collaboration between Arrive AI Inc., formerly Arrive
Technology Inc.,
formerly Dronedek Corporation, and Hush..., page 43

8. On page 43 you disclose that you were due to begin negotiations for a
"potential
 partnership" with Hush Aerospace following the "completion of this
offering." As it
 appears this disclosure is unchanged from your initial offering
registration statement,
 please update to reflect the current state of negotiations with Hush
Aerospace. Please
 ensure that any other references in the filing to "this offering" refer
to the current
 secondary offering and not your initial direct listing.
Principal and Registered Stockholders, page 56

9. Please revise the statement that the table contains "the number of
shares of our
 common stock held by and registered for resale by means of this
prospectus for the
 June 3, 2025
Page 3

 selling stockholders," as this prospectus does not cover the shares
identified in the
 table on page 57. Also revise the following statement, as it does not
appear to be
 accurate with respect to the current prospectus: "All outstanding shares
as of the date
 of this prospectus represent one hundred percent (100%) of the company
s currently
 issued and outstanding common stock, all of such outstanding shares as
of the date of
 this prospectus may be freely sold upon the effective date of this
registration
 statement." Further revise the tables in this and the following section
to state the
 number of shares currently issued and outstanding.
Selling Stockholders, page 58

10. You disclose on page 59 that the second column of the chart on the same
page "lists
 the number of shares of common stock beneficially owned by each selling
 stockholder, based on its ownership of Resale Shares as of the date of
this
 prospectus." This description is inconsistent with the second column
heading of
 "Number of Shares of Common Stock Beneficially Owned Prior to this
Offering,"
 which appears to include both Resale Shares and shares that were
registered under the
 direct listing. Please revise for consistency and accuracy.
11. Please revise your description of the Streeterville Purchase Agreement
to disclose the
 material terms of the agreement with Streeterville including without
limitation: (i) the
 term of the agreement, and (ii) the full discounted price (or formula
for determining it)
 at which Streeterville will receive the shares. For guidance, refer to
Securities Act
 Sections Compliance and Disclosure Interpretation 139.13. If you use
defined terms
 when describing the method by which the price of the shares will be
determined,
 define such terms. Also clarify whether shares have been issued pursuant
to the Initial
 Pre-Paid Purchase of $4,330,000 and, if so, whether they are the
2,937,500 Pre-
 Delivery Shares. Explain whether $587 is the purchase price for the
Pre-Delivery
 Shares and, if so, how such price was determined. Assuming that the
Initial Pre-Paid
 Purchase has occurred, please state the Purchase Share Purchase Price
and the manner
 in which it was determined (e.g., initial listing reference price,
relevant VWAP).
 Revise to clarify the manner in which the purchase price of subsequent
Pre-Paid
 Purchases will be determined.
Plan of Distribution, page 62

12. Please revise to further clarify how the provisions of Regulation M may
prohibit
 Streeterville and any other distribution participants that are
participating in the
 distribution of the company s securities from (i) engaging in market
making
 activities (e.g., placing bids or making purchases to stabilize the
price of the common
 stock) while the equity line is in effect; and (ii) purchasing shares in
the open market
 while the equity line is in effect.
Exhibits

13. Please revise Exhibit 10.11 to include all material portions of the
agreement, including
 Exhibits A through E. For guidance, refer to Securities Act Sections
Compliance and
 Disclosure Interpretation 139.13 and Item 601(b)(2) of Regulation S-K.
 June 3, 2025
Page 4

 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.

 We also remind you that your registration statement must be on file at
least two
business days prior to the requested effective date and time. 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.

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

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: Joseph Lucosky
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 May
12, 2025

 Via
EDGAR

 Securities
and Exchange Commission

 Division
of Corporation Finance

 Office
of Trade and Services

 100
F Street, N.E.

 Washington,
D.C. 20549

 Re:
 Arrive
 AI Inc.
 Registration
 Statement on Form S-1
 File
 No. 333-284042

 Ladies
and Gentlemen:

 In
accordance with Rule 461 under the Securities Act of 1933, as amended, Arrive AI Inc. (the " Registrant ") hereby requests
that the U.S. Securities and Exchange Commission (the " Commission ") take appropriate action to cause the above-referenced
Registration Statement on Form S-1 (the " Registration Statement ") to become effective on Monday, May 12, 2025 at 5:00
p.m. Eastern Time, or as soon thereafter as is practicable or at such later time as the Registrant's counsel may orally request
via telephone call to the staff of the Commission. The Registrant hereby authorizes Lucosky Brookman LLP, counsel to the Registrant (" Counsel "),
to make such request on its behalf.

 Once
the Registration Statement has been declared effective, please orally confirm that event with Counsel at (732) 395-4402.

 If
you have any questions regarding this request, please contact Counsel at (732) 395-4402.

 Very
 truly yours,

 ARRIVE
 AI INC.

 /s/
 Daniel S. O'Toole

 Daniel
 S. O'Toole

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.

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 6, 2025

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

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

 We have reviewed your amended 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. Unless
we note
otherwise, any references to prior comments are to comments in our April 8,
2025 letter.

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.
 May 6, 2025
Page 2

 Please contact Aamira Chaudhry at 202-551-3389 or Doug Jones at
202-551-3309 if
you have questions regarding comments on the financial statements and related
matters. Please contact Cara Wirth at 202-551-7127 or Lilyanna Peyser at
202-551-3222 with
any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: Joseph Lucosky
</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 8, 2025

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

 Re: Arrive AI Inc.
 Amendment No. 2 to Registration Statement on Form S-1
 Filed March 24, 2025
 File No. 333-284042
Dear Daniel S. O'Toole:

 We have reviewed your amended 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. Unless
we note
otherwise, any references to prior comments are to comments in our February 20,
2025 letter.

Amendment No. 2 to Registration Statement on Form S-1 Filed March 24, 2025
General

1. We note your statement that you amended the exclusive patent license
agreement in
 March 2025. Please file the amended agreement as an exhibit. Refer to
Item
 601(b)(10) of Regulation S-K.
 April 8, 2025
Page 2

 Please contact Aamira Chaudhry at 202-551-3389 or Doug Jones at
202-551-3309 if
you have questions regarding comments on the financial statements and related
matters. Please contact Cara Wirth at 202-551-7127 or Lilyanna Peyser at
202-551-3222 with
any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: Joseph Lucosky
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Arrive
AI Inc.

 12175
Visionary Way

 Fishers,
Indiana 46038

 March
21, 2025

 Cara
Wirth

 U.S.
Securities & Exchange Commission

 100
F Street, N.E.

 Washington,
D.C. 20549

 Re:
 Arrive AI Inc.

 Amendment No. 1 to Registration
 Statement on Form S-1

 Submitted January 27,
 2025

 File
 No. 333-284042
 CIK
 No. 001818274

 Dear
Ms. Wirth:

 By
letter dated February 20, 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 its comments to the Company's Form S-1 filed
on January 27, 2025. 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 .

 Amendment
No. 1 to Registration Statement on Form S-1 Filed January 27, 2025

 Risk
Factors

 If
we materially breach the Exclusive Patent License Agreement..., page 13

 1.
 We
 note that you added this risk factor in response to prior comment 7. Please revise to remove the mitigating language "[a]lthough
 unlikely to happen" as it mitigates the risk presented here. Additionally, please appropriately state the risk to investors
 if Mr. O'Toole terminates the Exclusive Patent License Agreement.

 RESPONSE: The Company
 has revised its disclosure by removing all mitigating language in the risk factor section and expanded the explanation regarding
 the risk to investors if Mr. O'Toole terminates the Exclusive Patent License Agreement.

 Business,
page 31

 2.
 We
 note your amended disclosure in response to prior comment 3 and we reissue in part. With respect to your customer agreements/SOWs
 and your agreements for installing AP3 units that you plan to provide to MaaS in 2025, please revise to disclose the material terms
 of such agreements. To the extent that you believe certain portions of the agreements are confidential, please consider using Rule
 83 to request confidential treatment of information or Item 601(b)(10)(iv) to make certain redactions.

 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 Company's Statements of Work ("SOW"). Per our counsel's discussions with the Staff, since the Company
 has agreed not to disclose the identity of the parties to the SOWs, we have submitted the relevant SOWs confidentially. Additionally,
 we have updated the exhibit index on page II-5 to remove agreements that are no longer applicable or material. We have also eliminated
 references to these agreements in the disclosure within the Registration Statement to reflect these changes.

 3.
 We
 note your amended disclosure in response to prior comment 2. To the extent material, please revise to describe the various types
 of software that you anticipate using in your business. Make it clear, if true, that you do not currently and may never use such
 software because its use is aspirational in nature.

 RESPONSE:
 The Company has revised its disclosure to describe the various types of software that the Company anticipates using in its business
and made it clear, that the Company does not currently and may never use such software because its use is aspirational in nature.

 Executive
and Director Compensation, page 52

 4.
 Please
 revise to include the disclosure required for the most recently completed fiscal year. Refer to Item 402 of Regulation S-K.

 RESPONSE: The Company
 has revised its disclosure to include the most recently completed fiscal year in compliance with Item 402 of Regulation S-K.

 5.
 We
 note your amended disclosure in response to prior comment 8. Please individually identify
 and provide the holdings of the "affiliates to the Company or considered insiders"
 that hold in the aggregate 552,484 of the shares included in the "All Other Stockholders"
 group.

 Principal
 and Registered Stockholders, page 57

 RESPONSE: The Company
 has revised its disclosure to address the Staff's comment.

 6.
 We
 note your amended disclosure in response to prior comment 1, however you did not update your
 Plan of Distribution disclosure as requested. In this section, please revise to state that
 the shares you are registering represent 100% of the company's currently issued and
 outstanding common stock and that all such shares may be freely sold upon effectiveness of
 the registration statement. State that none of your outstanding shares may be freely sold
 in reliance on an exemption from registration such as Rule 144 at this time.

 Plan of Distribution,
 page 61

 RESPONSE:
 The Company has revised the Plan of Distribution disclosure on the amended registration statement to clarify that the shares
 the company is registering represent 100% of the company's currently issued and outstanding common stock and that all such
 shares may be freely sold upon the effectiveness of the registration statement. The company has also stated that none of its outstanding
 shares may be freely sold in reliance on an exemption from registration such as Rule 144 at this time.

 Exhibit
 Index
 Exhibit
 23.1, page II-5

 7.
 Please
 have the consent revised to refer to the correct registration form being filed.

 RESPONSE: The Company
 has provided the consent corresponding to the registration form being filed.

 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.

February 20, 2025
Daniel S. O'Toole
Chief Executive Officer
Arrive AI Inc.
12175 Visionary Way
Fishers, Indiana 46038
Re:Arrive AI Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed January 27, 2025
File No. 333-284042
Dear Daniel S. O'Toole:
            We have reviewed your amended 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. Unless we note
otherwise, any references to prior comments are to comments in our January 22, 2025 letter.
Amendment No. 1 to Registration Statement on Form S-1 Filed January 27, 2025
Risk Factors
If we materially breach the Exclusive Patent License Agreement..., page 13
1.We note that you added this risk factor in response to prior comment 7. Please revise
to remove the mitigating language "[a]lthough unlikely to happen" as it mitigates the
risk presented here. Additionally, please appropriately state the risk to investors if Mr.
O'Toole terminates the Exclusive Patent License Agreement.
Business, page 31
We note your amended disclosure in response to prior comment 3 and we reissue in
part. With respect to your customer agreements/SOWs and your agreements for
installing AP3 units that you plan to provide to MaaS in 2025, please revise to 2.

February 20, 2025
Page 2
disclose the material terms of such agreements. To the extent that you believe certain
portions of the agreements are confidential, please consider using Rule 83 to request
confidential treatment of information or Item 601(b)(10)(iv) to make certain
redactions.
3.We note your amended disclosure in response to prior comment 2. To the extent
material, please revise to describe the various types of software that you anticipate
using in your business. Make it clear, if true, that you do not currently and may never
use such software because its use is aspirational in nature.
Executive and Director Compensation, page 52
4.Please revise to include the disclosure required for the most recently completed fiscal
year. Refer to Item 402 of Regulation S-K.
Principal and Registered Stockholders, page 57
5.We note your amended disclosure in response to prior comment 8. Please individually
identify and provide the holdings of the "affiliates to the Company or considered
insiders" that hold in the aggregate 552,484 of the shares included in the "All Other
Stockholders" group.
Plan of Distribution, page 61
6.We note your amended disclosure in response to prior comment 1, however you did
not update your Plan of Distribution disclosure as requested. In this section, please
revise to state that the shares you are registering represent 100% of the company's
currently issued and outstanding common stock and that all such shares may be freely
sold upon effectiveness of the registration statement. State that none of your
outstanding shares may be freely sold in reliance on an exemption from registration
such as Rule 144 at this time.
Exhibit Index
Exhibit 23.1, page II-5
7.Please have the consent revised to refer to the correct registration form being filed.
            Please contact Aamira Chaudhry at 202-551-3389 or Doug Jones at 202-551-3309 if
you have questions regarding comments on the financial statements and related
matters. Please contact Cara Wirth at 202-551-7127 or Lilyanna Peyser at 202-551-3222 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Joseph Lucosky

CORRESP
1
filename1.htm

Arrive
AI Inc.

12175
Visionary Way

Fishers,
Indiana 46038

  January 24, 2025

Cara
Wirth

U.S.
Securities & Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Arrive
    AI Inc.

    Registration Statement on Form S-1 Filed

                                                         December 23, 2024

    File
    No. 333-284042

Dear
Ms. Wirth:

By
letter dated January 22, 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.

Registration
Statement on Form S-1 Filed December 23, 2024 Cover Page

 1. We
                                            note that you are registering the resale of up to 29,109,979 shares of common stock. Please
                                            revise the cover page, Prospectus Summary, Principal Stockholders and Plan of Distribution
                                            to state that such shares represent 100% of the company’s currently issued and outstanding
                                            common stock and that all such shares may be freely sold upon effectiveness of the registration
                                            statement. State that none of your outstanding shares may be freely sold in reliance on an
                                            exemption from registration such as Rule 144 at this time.

RESPONSE:
The Company has revised the cover page, the Prospectus Summary, Principal Stockholders and Plan of Distribution to state that such
shares represent 100% of the Company’s currently issued and outstanding common stock, that all such shares may be
freely sold upon effectiveness of the registration statement, and that none of the outstanding shares registered therein
may be freely sold in reliance on an exemption from registration such as Rule 144 at this time.

Risk
Factors

Our
technology may contain third-party open-source software components.      , page 19

 2. We
                                            note you your “technology may contain software modules licensed to us by third-party
                                            authors under “‘open source’ licenses” (emphasis added). As it appears
                                            that currently you exclusively use open source software, please revise this risk factor accordingly.

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

    January
                                            24, 2025
 Page 2

Business,
page 31

 3. We
                                            note your revised disclosure in response to prior comment 2 and we reissue it in part. Please
                                            revise as follows:

 ● Where
                                            you identify the companies with customer agreements/SOWs, revise to describe the material
                                            terms of such agreements, clarify whether they are for your pilot programs (in this light
                                            we note references to “explore use cases” and “testing”) and tell
                                            us which exhibits correspond to such agreements/SOWs.

 ● Where
                                            you discuss your “2025 prospect pipeline” on page 32, 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 revised its disclosure to address the Staff’s comment.

4. We
                                            note your revised disclosure in response to prior comment 8 and reissue in part. Please revise
                                            the following statements, as applicable:

 ● On
                                            page 28, where you say that “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,” revise to state that this is management’s
                                            belief, as you do on page 31. In both instances, please revise to clarify that you do not
                                            know whether you will be able to achieve such goals.

 ● On
                                            page 40, where you say that you expect “to lead 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,” revise to clarify
                                            that you do not know whether you will be able to achieve such goals.

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

Patents,
page 43

5. We
                                            note your amended disclosure in response to prior comment 17, but do not see any amended
                                            disclosure regarding the 130+ filed feature claims that is highlighted in the investor presentation.
                                            Please advise.

RESPONSE:
The Company has revised its disclosure in consistency with the investor presentation to reflect that these additional business
acquisitions and technology developments focused on receiving multiple packages and multiple users. These foundational patents as well
as the newly acquired technology listed in the Form S-1 consisted of over 130+ filed featured claims for tracking packages as
well as for collecting data from multiple shipping companies and the commercial and residential customers.

    January
                                            24, 2025
 Page 3

Legal
Proceedings, page 45

 6. We
                                            note your revised disclosure in response to prior comment 19, including that you did not
                                            include the value of the unpaid salary and stock award. However, Item 103 of Regulation S-K
                                            requires that you state the relief sought by the plaintiffs. If the plaintiffs quantified
                                            the relief they are seeking, please state such amount; if they did not, please state as much.
                                            If you do not believe you are required to provide further

RESPONSE:
The Company has revised its disclosure to include that even though plaintiff’s allegations amount to approximately
$29 million in total damages, plaintiff’s allegations have no merit, it is not possible at this time to ascertain an exact figure
upon the outcome of this litigation through a court’s final decision, or if any damages may be granted at all, in the opinion
of the company’s management and litigation counsel, such allegations are unlikely to proceed given the facts presented before the
court, such as the breach of the plaintiff’s obligations under the agreement and the termination of the agreement by the Company
for cause.

Certain
Relationships and Related Person Transactions, page 57

 7. We
                                            note your amended disclosure in response to prior comment 24. Please add a risk factor that
                                            addresses the fact that if you materially default in performing any terms of the agreement
                                            and do not timely cure to Mr. O’Toole’s satisfaction, Mr. O’Toole may terminate
                                            the Exclusive Patent License Agreement, as amended. And that subsequent to the termination
                                            of the agreement, you have agreed to not engage in the use, sale, or other commercialization
                                            of the intellectual properties and not sell related products. Please address the fact that
                                            under these circumstances, company’s business would essentially terminate operations.
                                            Please include the notice timelines involved so that an investor can understand the shortest
                                            possible scenario under which you may cease operations. Please also add disclosure regarding
                                            this agreement in the Prospectus Summary, with a cross-reference to the appropriate risk
                                            factor.

RESPONSE:
The Company has revised its disclosure to reflect that if the Company materially breaches the Exclusive Patent License Agreement
and fails to cure such breach timely and to Mr. O’Toole’s satisfaction, such license agreement will terminate, and our business
operation may be adversely affected or even essentially terminated.

Principal
Stockholders, page 57

 8. Please
                                            revise the heading of this section (currently “Principal Stockholders”) to refer
                                            to both principal stockholders and registered stockholders, as the table includes both groups
                                            of holders. In addition, we note your statement that the table “includes the common
                                            stock issuable pursuant to options and warrants that are exercisable or settled within 60
                                            days”; however, this does not appear to be the case given that such issuable common
                                            stock is not covered by this registration statement and the table appears to cover only the
                                            shares covered by this registration statement. Please revise the table to include footnote
                                            disclosure clarifying the number of shares of common stock currently issued to each stockholder
                                            or group of stockholders identified in the table, as well as the number of shares of common
                                            stock that underly currently outstanding warrants or options and that are issuable to each
                                            stockholder or group of stockholders within 60 days (making it clear that such issuable shares
                                            are not covered by this registration statement). Finally, we note footnote 1 to the table;
                                            please revise to specifically identify any Registered Stockholders that are insiders or affiliates.

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

Exhibit
Index

Exhibit
23.1, page II-5

 9. Please
                                            revise your consent to state you consent to the inclusion of your audit report in the Registration
                                            Statement and that you also consent to the reference to you as “Experts.”

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

    January
                                            24, 2025
 Page 4

Signatures,
page II-6

 10. We
                                            note your response to prior comment 26. Please revise Mr. Pepmeier’s first signature
                                            block in the manner that you already have revised his second signature block to reflect that
                                            he is signing in his capacity as principal accounting officer in addition to his capacity
                                            as principal financial officer. Refer to Instructions 1 and 2 to the Signatures section of
                                            Form S-1.

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

General

 11. We
                                            note your revised disclosure in response to prior comment 28. Please include in this risk
                                            factor a discussion of the risks associated with not being able to maintain the continued
                                            listing requirements. Also advise regarding the last paragraph of the risk factor, which
                                            speaks to blank check companies.

RESPONSE:
The Company has revised its disclosure to address the Staff’s comment adding the corresponding risk factor and revising
the last paragraph of the risk factor, which speaks to blank check companies.

 12. We
                                            note that you refer to “Registered Stockholders and other existing stockholders.”
                                            Given that the registration statement appears to cover all currently issued and outstanding
                                            common stock, please explain who you mean when you refer to “other existing stockholders.”

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

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.

January 22, 2025
Daniel S. O'Toole
Chief Executive Officer
Arrive AI Inc.
12175 Visionary Way
Fishers, Indiana 46038
Re:Arrive AI Inc.
Registration Statement on Form S-1
Filed December 23, 2024
File No. 333-284042
Dear Daniel S. O'Toole:
            We have reviewed 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 Filed December 23, 2024
Cover Page
1.We note that you are registering the resale of up to 29,109,979 shares of common
stock. Please revise the cover page, Prospectus Summary, Principal Stockholders and
Plan of Distribution to state that such shares represent 100% of the company's
currently issued and outstanding common stock and that all such shares may be freely
sold upon effectiveness of the registration statement. State that none of your
outstanding shares may be freely sold in reliance on an exemption from registration
such as Rule 144 at this time.
Risk Factors
Our technology may contain third-party open-source software components...., page 19
We note you your "technology may contain software modules licensed to us by third-
party authors under "'open source' licenses" (emphasis added). As it appears that 2.

January 22, 2025
Page 2
currently you exclusively use open source software, please revise this risk factor
accordingly.
Business, page 31
3.We note your revised disclosure in response to prior comment 2 and we reissue it in
part. Please revise as follows:
•Where you identify the companies with customer agreements/SOWs, revise to
describe the material terms of such agreements, clarify whether they are for your
pilot programs (in this light we note references to "explore use cases" and
"testing") and tell us which exhibits correspond to such agreements/SOWs.
•Where you discuss your "2025 prospect pipeline" on page 32, 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.
4.We note your revised disclosure in response to prior comment 8 and reissue in part.
Please revise the following statements, as applicable:
•On page 28, where you say that "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," revise to state that this is
management's belief, as you do on page 31. In both instances, please revise to
clarify that you do not know whether you will be able to achieve such goals.
•On page 40, where you say that you expect "to lead 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," revise to clarify that you do not know whether you
will be able to achieve such goals.
Patents, page 43
5.We note your amended disclosure in response to prior comment 17, but do not see any
amended disclosure regarding the 130+ filed feature claims that is highlighted in the
investor presentation. Please advise.
Legal Proceedings, page 45
We note your revised disclosure in response to prior comment 19, including that you
did not include the value of the unpaid salary and stock award. However, Item 103 of
Regulation S-K requires that you state the relief sought by the plaintiffs. If the
plaintiffs quantified the relief they are seeking, please state such amount; if they did
not, please state as much. If you do not believe you are required to provide further
 6.

January 22, 2025
Page 3
disclosure per Item 103, for example per Item 103(b)(2), please supplementally
confirm that is the case.
Certain Relationships and Related Person Transactions, page 57
7.We note your amended disclosure in response to prior comment 24. Please add a risk
factor that addresses the fact that if you materially default in performing any terms of
the agreement and do not timely cure to Mr. O’Toole’s satisfaction, Mr. O’Toole may
terminate the Exclusive Patent License Agreement, as amended. And that subsequent
to the termination of the agreement, you have agreed to not engage in the use, sale, or
other commercialization of the intellectual properties and not sell related products.
Please address the fact that under these circumstances, company's business would
essentially terminate operations. Please include the notice timelines involved so that
an investor can understand the shortest possible scenario under which you may cease
operations. Please also add disclosure regarding this agreement in the Prospectus
Summary, with a cross-reference to the appropriate risk factor.
Principal Stockholders, page 57
8.Please revise the heading of this section (currently "Principal Stockholders") to refer
to both principal stockholders and registered stockholders, as the table includes both
groups of holders. In addition, we note your statement that the table "includes the
common stock issuable pursuant to options and warrants that are exercisable or settled
within 60 days"; however, this does not appear to be the case given that such issuable
common stock is not covered by this registration statement and the table appears to
cover only the shares covered by this registration statement. Please revise the table to
include footnote disclosure clarifying the number of shares of common stock currently
issued to each stockholder or group of stockholders identified in the table, as well as
the number of shares of common stock that underly currently outstanding warrants or
options and that are issuable to each stockholder or group of stockholders within 60
days (making it clear that such issuable shares are not covered by this registration
statement). Finally, we note footnote 1 to the table; please revise to specifically
identify any Registered Stockholders that are insiders or affiliates.
Exhibit Index
Exhibit 23.1, page II-5
9.Please revise your consent to state you consent to the inclusion of your audit report in
the Registration Statement and that you also consent to the reference to you
as “Experts.”
Signatures, page II-6
10.We note your response to prior comment 26. Please revise Mr. Pepmeier's first
signature block in the manner that you already have revised his second signature
block to reflect that he is signing in his capacity as principal accounting officer in
addition to his capacity as principal financial officer. Refer to Instructions 1 and 2 to
the Signatures section of Form S-1.

January 22, 2025
Page 4
General
11.We note your revised disclosure in response to prior comment 28. Please include in
this risk factor a discussion of the risks associated with not being able to maintain the
continued listing requirements. Also advise regarding the last paragraph of the risk
factor, which speaks to blank check companies.
12.We note that you refer to "Registered Stockholders and other existing stockholders."
Given that the registration statement appears to cover all currently issued and
outstanding common stock, please explain who you mean when you refer to "other
existing stockholders."
            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.
            Please contact Aamira Chaudhry at 202-551-3389 or Doug Jones at 202-551-3309 if
you have questions regarding comments on the financial statements and related
matters. Please contact Cara Wirth at 202-551-7127 or Lilyanna Peyser at 202-551-3222 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Joseph Lucosky

CORRESP
1
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

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

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

September 5, 2024
Daniel S. O'Toole
Chief Executive Officer
Arrive Technology Inc.
12175 Visionary Way
Fishers, Indiana 46038
Re:Arrive Technology Inc.
Draft Registration Statement on Form S-1
Submitted August 9, 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.
Draft Registration Statement on Form S-1 Submitted August 9, 2024
Cover Page
We note that you are registering the resale of up to 115,962,215 shares of common stock,
as well as your disclosure that "any of our stockholders, with the exception of Maxim
Partners LLC and our directors and officers who own our common stock, may sell any or
all of their common stock at any time (subject to any restrictions under applicable law),
including immediately upon listing." Please revise the cover page and each relevant
section throughout the prospectus to clarify the number of shares that are held by
registered holders, the portion of those shares that may be freely sold upon effectiveness
of the registration statement, and the number of shares that may be freely sold in reliance
on an exemption from registration such as Rule 144. Revise the statement quoted above to
clarify that the Registered Stockholders may sell their shares in connection with the listing
and in market transactions following the listing. In this light, we note that you will be a
controlled company following completion of the offering with your Chief Executive 1.

September 5, 2024
Page 2
Officer owning 88% of the voting shares. Please revise to clearly state the restrictions on
your directors, named executive officers, and any other stockholders that are subject to
restrictions. Additionally, if there are other restrictions placed on Maxim Partners LLC,
please revise to state as much. Tell us whether any of the holders under "Other
Stockholders" in the table on page 45 are insiders or affiliates of the company.
2.We note your discussion regarding the pricing. Please revise here, in your Risk
Factors, and in the Plan of Distribution sections to state whether you will be involved in
the price setting process and to disclose that the price of your shares in prior or private
transactions may have little or no relation to the opening price and subsequent public price
of your stock on Nasdaq. Also revise the Risk Factors to state that the Registered
Stockholders will not be involved in the price setting process.
Our insurance may not adequately cover our operating risk., page 5
3.Please revise to discuss the likelihood of your insurance coverage and costs increasing
when you commence operations and any related risks that such increases may have on
your business and financial position.
Risk Factors, page 5
4.Please revise your risk factors to adequately and accurately reflect the material factors that
may make an investment in your offering speculative or risky. Please ensure that you
explain how each risk affects you or the securities being offered. As examples, please
review and revise the following:
•Your statement on page 5 that "[c]ompetition for senior executives and skilled
personnel in the horticulture industry is intense ... ." If you are seeking senior
executives in the horticulture industry, please provide explain why that industry is
useful to your business.
•Your discussion on page 7 regarding breaches of security at your facilities. Please be
more specific about the types of breaches, including whether they are physical or
technical in nature, or both.
•Your discussion on page 8 regarding fuel hedging transactions and fuel surcharges.
Additionally, if your drones will be gas powered, please revise to state as much.
•Your statement on page 8 that "[w]e could incur significant costs to improve the
climate resiliency of its infrastructure and otherwise prepare for, respond to, and
mitigate such physical effects of climate change." Please provide additional detail and
make clear whether you are talking about potential risks to your physical mailboxes
or otherwise.
•Your discussion on page 8 regarding hazardous materials and waste products. Please
provide specific examples.
•Your statement on page 9 that AirBox is your direct competitor, despite your
statements on page 26 that you acquired AirBox in 2023.
Refer to Item 103 of Regulation S-K.

September 5, 2024
Page 3
Risks Related to our Business and Operations - General Risks
We have a limited history of operations ..., page 5
5.Please revise this risk factor or add a separate risk factor that discusses the fact that you
do not have commercial operations at this time and as a result, no revenues.
We had negative cash flow for the fiscal year ended December 31, 2023 ..., page 5
6.We note you have negative operating cash flow and note your statement that "[t]o the
extent that we have negative operating cash flow in future periods, we may need to
allocate a portion of our cash reserves to fund such negative cash flow." Please discuss the
sufficiency of your cash reserves as they relate to your negative operating cash flow and
any associated risks.
Risks Related to this Direct Listing and Ownership of Our Common Stock, page 19
7.Please revise this risk factor to acknowledge the uncertainty associated with the fact that
few companies have undertaken direct listings to date as well as any impact your brand
and consumer recognition may have on the demand for shares, if applicable. Additionally,
please revise to discuss here or in a separate risk factor the risks associated with
Regulation M as it relates to a direct listing.
Capitalization, page 22
8.Please clarify why you have a pro forma as adjusted basis column giving effect to the sale
by you of shares of common stock in this offering when the offering is for resale of
existing outstanding shares.
9.This capitalization table presents your capitalization at March 31, 2024. The table is
supposed to show capitalization for the latest period for which financial statements are
presented in the filing, which is December 31, 2023. Either revise the table for
capitalization at December 31, 2023, or present financial statements for the period ended
March 31, 2024.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Overview and History, page 23
10.We note your statement "[s]ince our inception, we have incurred operating losses." Please
revise this section to also note that you have not had any revenues in either of 2022 or
2023.
Results of Operations
Comparison of Year Ended December 31,2023 and ... 2022, page 24
11.Your current disclosure lists expense items for each period. Please revise to discuss and
analyze material changes in the material line items. Refer to Item 303(a) and (b) and
(b)(2)(i) and (ii) of Regulation S-K for further guidance.
Business, page 26
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. Please clearly
highlight the status of your operations and differentiate which operations or plans are 12.

September 5, 2024
Page 4
currently underway and which are aspirational. If you have a timeline to roll-out any
services, please revise to state as much. 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.
13.We note your statement that "[c]urrently, Arrive is finalizing its latest product, Arrive
Point 3 (AP3), which is undergoing manufacturing and design enhancements for its
expected launch during the summer of 2024. This release aims to fulfill Arrive’s
increasing pipeline of signed statements of work in the latter part of 2024 and throughout
2025, which may include an initial level of support for reverse logistics. Furthermore,
Arrive intends to intensify the development of Arrive’s fourth generation product Arrive
Point 4 (AP4) in the second half of 2024, in time for pilots with customers in 2025, and
expanded manufacturing in 2026." Please revise for timeliness and provide updates, as
appropriate, on any new timelines for product rollouts.
14.We note your statement that "Arrive leads in ALM Mailboxes, distinct from smart
mailboxes and smart locker boxes, which lack support for autonomous robot and drone
delivery, Arrive’s emerging competition stems from smart locker box and smart mailbox
companies who are recognizing the shift towards ALM." Please revise to clarify what you
mean by "leads," considering the current status of your operations.
15.We note that you acquired AirBox Technologies in December 2023. Please revise to
include a description of AirBox's business and any material patents that you acquired.
Additionally, please include a description of the material terms of the asset purchase
agreement, including the amount and value of Arrive common stock exchanged. Please
file the asset purchase agreement as an exhibit. Refer to Item 601(b)(10) of Regulation S-
K.
16.We note the following statements:
•Page 26: "By deploying numerous ALM mailboxes with partner customers, Arrive
aims to establish a large and efficient ALM mailbox network for its customers and
providers who will optimize operations and ALM activities through the Arrive ALM
Platform which will increasingly utilize a growing data set and AI to create insights
for enhanced services and performance in ALM operations, customer satisfaction."
•Page 27: "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, versus the ability
of a carrier to schedule and guarantee delivery at multiple mailboxes on a specific
route at a specific time for operational efficiency and margin."
Please revise to clarify or include definitions for terms such as "partner customers,"
"providers," "Arrive's partners," "other providers," so that investors can clearly understand
how you plan to conduct business operations.
Planned Progression, page 28
We note that you plan to begin operations on medical campuses and later expand into
food delivery. Please revise to disclose whether you currently have customers in these
areas. We note your statement that "Arrive will partner with leaders in automated delivery 17.

September 5, 2024
Page 5
of delivery of food, goods, and services." Please revise to make it clear, if true, that such
partnerships are aspirational at this time.
18.We note your statement that "[b]eing approved as a certified US Mailbox (application
formally submitted September 15, 2023) ... will allow for uniquely advantageous service,
deployment, and a secure treatment for Arrive's customers." Please clarify whether your
application has been approved as of the date of this filing.
Industry Overview and Opportunity, page 31
19.Please revise this section to include a citation or source for each claim that you make. In
any of these instances, if you have commissioned a report or study, please revise to state
as much and file a consent in accordance with Rule 436.
20.We note your statement that "[t]o understand the scale of Arrive’s opportunity and
market, one needs to understand that ultimately Arrive’s smart MaaS platform will serve
as a common, shared infrastructure for a large portion of the 160+ million US addresses
for businesses and consumers, which grows by over 4,000 addresses daily - and that is
before Arrive addresses its global aspirations and growth potential." Please revise to make
it clear, if true, that you do not currently have any US addresses associated with your
business. Revise to state that Arrive's smart MaaS platform may serve as a common,
shared infrastrucure" (emphasis added).
Early Market Activity, page 32
21.Please provide additional detail on the status of your operations. For example, where you
say "working on feasibility," "in discussion(s)," "in progress," please provide more
specific details so that potential investors can understand the current status of your
operations.
Regulatory Background, page 32
22.Please expand your discussion here and on page 37 to include the impact that such
regulations have on your business and 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.
Recent Developments and Current Licenses Held, page 35
23.We note the various partnership agreements listed here. To the extent you have not
actually entered into a partnership agreement, such as with Hush Aerospace and Speedy
Eats, please recharacterize such headings and descriptions. To the extent that any of these
partnership agreements are material contracts, please revise to provide a description of the
material terms of such contracts and include the agreements as an exhibit. Additionally, at
the end of this section, we note your statement that "Arrive is hopeful as the leader in
ALM Mailboxes that it will have the opportunity to bring many, if not the majority, of
these relationships and discussions to fruition as sales for Arrive." Please provide
additional detail that supports your claim that you are "the leader in ALM Mailboxes" or
revise such language to state that this is management's belief.

September 5, 2024
Page 6
Legal Proceedings, page 36
24.With respect to the Byfield Management, Inc. case, please revise to include the date
instituted, a description of the factual basis alleged to underlie the proceedings and the
relief sought. In this light, we note that the relief sought includes two years of salary and
stock options. If material, please disclose such amounts. Refer to Item 103 of Regulation
S-K.
Management, page 38
25.Please revise to state each executive officer's term of office as officer and the period
during which he or she has served in such position. Refer to Item 401(b) of Regulation S-
K. Additionally, please confirm that you have described the business experience of each
executive officer during the past five years. For example, it appears that Todd Pepmeier's
experience may be current through 2021 and it appears that Neerav Shah's background
may not cover his experience over the past five years. Refer to Item 401(e). Additionally,
to the extent that there are family relationships between executive officers, directors, or
nominees, please revise to state as much. Refer to Item 401(d).
Executive Compensation, page 43
26.Please revise this section to include disclosure for fiscal year 2023. Also revise this
section to include narrative disclosure about your compensation program that complies
with Item 402(l) of Regulation S-K. In this light, please expand your Summary
Compensation Table disclosure and the disclosure relating to your employment
agreements, equity incentive awards, and any director compensation in fiscal year 2023.
Please file any employment agreements as exhibits. Refer to Item 601(b)(10)(iii).
Experts, page 55
27.You state that Assurance Dimensions has audited only the financial statements as of and
for the year ended December 31, 2023, but the firm's report states it has audited the
financial statements as of and for the year ended December 31, 2022, as well. Please
revise your disclosure here accordingly.
Index to Financi