Arrive Ai Inc.
04/15/2026 | Press release | Distributed by Public on 04/15/2026 15:01
Amendment to Quarterly Report (Form 10-Q/A)
Arrive AI, Inc. ("we," "us," "our," "Arrive" and "the Company") is filing this Amendment No. 1 to the Quarterly Report on Form 10-Q/A ("Form 10-Q/A"), to amend and restate the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2025, as originally filed with the Securities and Exchange Commission ("SEC") on November, 14 2025 (the "Original Form 10-Q").
Background of Restatement
Subsequent to the filing of the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, management, in consultation with the Company's independent registered public accounting firm, identified errors in the accounting for certain hybrid financial instruments issued pursuant to the Securities Purchase Agreement, dated March 21, 2025, with Streeterville Capital, LLC.
Specifically, the Company determined that certain embedded conversion features should have been bifurcated from the related host instruments and accounted for as derivative liabilities at fair value in accordance with ASC 815. In addition, the Company determined that the original issue discount and debt issuance costs associated with the host instruments were not properly accreted using the effective interest method over the appropriate accretion period.
Accordingly, the Company is filing this Amendment No. 1 on Form 10-Q/A to restate its unaudited condensed financial statements as of and for the quarter ended September 30, 2025. The Company's Audit Committee, in consultation with management, concluded that the previously issued financial statements included in the Original Form 10-Q should no longer be relied upon. See Note 1 to the unaudited condensed financial statements for additional information regarding the restatement and its impact on the Company's financial statements.
See Part I, Item 4, Controls and Procedures, for information regarding management's conclusions on disclosure controls and procedures and internal control over financial reporting.
Items Amended in this Quarterly Report on Form 10-Q/A
This Form 10-Q/A amends and restates the following items of the Original Form 10-Q:
| ● | Part I, Item 1 - Financial Statements: The condensed balance sheet as of September 30, 2025, the condensed statements of operations and comprehensive loss, the condensed statements of stockholders' equity (deficit), and the condensed statements of cash flows for the three and nine months ended September 30, 2025, and the related notes to the condensed financial statements, have each been restated to reflect the corrections described above. |
| ● | Part I, Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations: Updated to reflect and discuss the restated financial results and the impact of the restatement on the Company's financial condition, results of operations, and liquidity. |
| ● | Part I, Item 4 - Controls and Procedures: Updated to reflect management's revised conclusions regarding the effectiveness of disclosure controls and procedures and ICFR as of September 30, 2025, including disclosure of the material weakness identified in connection with the restatement. |
| ● | Part II, Item 6 - Exhibits: Updated to include currently dated certifications of the Company's principal executive officer and principal financial officer pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002. |
Except as described above, this Form 10-Q/A does not amend, modify, or update any other disclosures contained in the Original Form 10-Q. This Form 10-Q/A continues to speak as of the date of the Original Form 10-Q, and the Company has not updated the disclosures contained herein to reflect events that occurred after the filing of the Original Form 10-Q, except as required to reflect the restatement described herein.
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