0001493152-26-016857 | 10-Q/A | XBRL Viewer

SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($)	Sep. 30, 2025	Dec. 31, 2024
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 234,449	$ 146,598
Less: accumulated depreciation	(81,534)	(51,173)
TOTAL PROPERTY AND EQUIPMENT, NET	152,915	95,425
Vehicles [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment	94,751	58,443
Equipment [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment	115,784	50,000
Construction in Progress [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 23,914	$ 38,155

NATURE OF OPERATIONS (AS RESTATED)

9 Months Ended

Sep. 30, 2025

Organization, Consolidation and Presentation of Financial Statements [Abstract]

NATURE OF OPERATIONS (AS RESTATED)

1.	NATURE OF OPERATIONS (AS RESTATED)

Arrive AI Inc. (the Company) was incorporated on April 30, 2020, in the State of Delaware as Dronedek Corporation. On July 27, 2023, Dronedek Corporation changed its name to Arrive Technology Inc. On September 27, 2024, Arrive Technology Inc. changed its name to Arrive AI Inc. The Company is a developmental technology company with a focus on designing and implementing a commercially viable smart mailbox for drone, robotic and human package receiving and storage.

The Company is subject to a number of risk similar to those of other companies of similar size in its industry, including, but not limited to, the need for successful development of products, the need for additional capital (or financing) to fund operating losses, competition from substitute products and services from larger companies, protection of proprietary technology, patent litigation, dependence on key individuals, and risks associated with changes in information technology.

Insider Trading Arrangements - Mark Hamm [Member]	9 Months Ended
Insider Trading Arrangements - Mark Hamm [Member]	Sep. 30, 2025 shares
Trading Arrangements, by Individual [Table]
Name	Mark Hamm
Title	Chief Operating Officer
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Expiration Date	September 21, 2026
Aggregate Available	144,102

RELATED-PARTY TRANSACTIONS (Details Narrative) - USD ($)		3 Months Ended		9 Months Ended
	Jun. 01, 2020	Sep. 30, 2025	Sep. 30, 2024	Sep. 30, 2025	Sep. 30, 2024
Related Party Transaction [Line Items]
License fees	$ 10,000
Contractual payment per unit sold	$ 25.00
Description of expenses related to sales	If the Company does not sell 400 units per month (or $10,000), the original fixed $10,000 is paid.
License [Member]
Related Party Transaction [Line Items]
Licensing fee costs		$ 30,000	$ 30,000	$ 90,000	$ 90,000

- Definition

A description of the related party transaction, including transactions to which no amounts or nominal amounts were ascribed and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements. Examples of common related party transactions are, sales, purchases and transfers of realty and personal property, services received or furnished, loans and leases to and from top management and affiliates.

+ References + Details

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

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+ Details

EQUITY INCENTIVE PLAN (Details Narrative) - USD ($)		3 Months Ended		9 Months Ended
EQUITY INCENTIVE PLAN (Details Narrative) - USD ($)	Apr. 27, 2023	Sep. 30, 2025	Sep. 30, 2024	Sep. 30, 2025	Sep. 30, 2024	Dec. 31, 2024
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share price		$ 3.64		$ 3.64		$ 12.71
Number of options granted				0
Unrecognized compensation expense related to non-vested stock options		$ 4,161,913		$ 4,161,913
Compensation expense related to stock options		$ 268,191	$ 270,011	$ 757,957	$ 732,293
Options exercised				1,251
Number of shares issued				66,737
2023 Equity Incentive Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Common stock availble for issuance	1,500,000
Availble for grant		854,042		854,042
2023 Equity Incentive Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares issued				773
Employees [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares issued		2,264		35,389
Compensation expense		$ 20,942		$ 541,567

PROPERTY AND EQUIPMENT (Details Narrative)	3 Months Ended		9 Months Ended
PROPERTY AND EQUIPMENT (Details Narrative)	Sep. 30, 2025 USD ($) $ / shares	Sep. 30, 2024 USD ($)	Sep. 30, 2025 USD ($) $ / shares	Sep. 30, 2024 USD ($)
Fair Value Disclosures [Abstract]
Derivative floor price \| $ / shares	0.25		0.25
Change in fair value of derivative liabilities	$ 896,266		$ 1,086,266
Depreciation expenses	$ 13,695	$ 7,089	$ 30,360	$ 21,215

PREPAID EXPENSES

9 Months Ended

Sep. 30, 2025

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

PREPAID EXPENSES

7.	PREPAID EXPENSES

Prepaid expenses and other current assets consist of the following:

	September 30, 2025		December 31, 2024
Prepaid payroll wages	$	38,271	$	38,271
Prepaid insurance		74,929		10,017
Prepaid software and other		51,577		7,579

TOTAL PREPAID EXPENSES	$	164,777	$	55,867

ARRIVE AI INC.

NOTES TO FINANCIAL STATEMENTS (Continued)

SUBSEQUENT EVENTS

9 Months Ended

Sep. 30, 2025

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

19.

SUBSEQUENT EVENTS

On October 1, 2025, the Company signed a new five-year lease agreement for office space in Fishers Indiana. The lessor and building owner is a related party owned by the Company’s CEO Dan O’Toole. Under the triple-net lease, the Company is responsible for monthly rent expense plus taxes, insurance and common area maintenance. The lease term is October 1, 2025 through September 30, 2030, with a monthly rent payment of $54,366.

On October 2, 2025 the Company was the plaintiff in a lawsuit filed in federal court in the Southern District of Indiana for misappropriation of trade secrets. Taft, Stettinius & Hollister, LLP is representing the Company in the matter. Since this matter is still in its initial stages, the Company is unable to predict the outcome at this time.

On October 6, 2025, the Company awarded 21,876 restricted stock units with a fair value of $108,942 to three independent board members for their services during the third quarter of 2025. These shares vest on September 30, 2026 and are expensed as compensation expense over the vesting period.

DEFERRED OFFERING COSTS (Tables)

9 Months Ended

Sep. 30, 2025

Deferred Offering Costs

SCHEDULE OF LEASE COST

The following is a summary of the lease cost recognized in the Company’s consolidated statement of operations:

SCHEDULE OF LEASE COST

Operating Leases	Three months ended September 30, 2025		Nine months ended September 30, 2025
Lease cost in general and administrative expense
Operating lease expense	$	8,195	$	8,195
Total lease cost in general and administrative expense	$	8,195	$	8,195

ARRIVE AI INC.

NOTES TO FINANCIAL STATEMENTS (Continued)

8.	LEASES (Continued)

The following is a summary of the impact of the Company’s leases on the statements of cash flows:

	Three months ended September 30, 2025		Nine months ended September 30, 2025
Leasing activity in cash flows from operating activities
Operating leases	$	12,600	$	12,600
Total leasing activity in cash flows from operating activities	$	12,600	$	12,600

SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS

The future minimum lease payments required under the Company’s leases as of September 30, 2025 are as follows:


Future minimum lease payments
2025	$	50,400
2026		37,800
Total future minimum lease payments		88,200
Less: Amount representing interest		(15,159	)
Present value of lease liabilities		73,041
Less: current portion		(38,041	)
Long-term portion	$	35,000

GOING CONCERN (AS RESTATED) (Details Narrative) - USD ($)	3 Months Ended						9 Months Ended
	Sep. 30, 2025	Jun. 30, 2025	Mar. 31, 2025	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2025	Sep. 30, 2024	Dec. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accumulated deficit	$ 26,014,999						$ 26,014,999		$ 15,920,555
Net loss	$ 4,427,208	$ 3,689,071	$ 1,978,165	$ 823,751	$ 1,459,102	$ 916,753	$ 10,094,444	$ 3,199,606

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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-URI https://asc.fasb.org/1943274/2147478524/942-220-S99-1

+ Details

- Definition

Amount of accumulated undistributed earnings (deficit).

+ References + Details

WARRANTS (Tables)

9 Months Ended

Sep. 30, 2025

Warrants

SCHEDULE OF WARRANTS OUTSTANDING

The following table summarizes the warrants outstanding as of September 30, 2025:

SCHEDULE OF WARRANTS OUTSTANDING

	Warrants Outstanding			Weighted Average Exercise Price		Weighted Average Grant Date Fair Value		Weighted Average Remaining Contractual Term (years)		Aggregate Intrinsic Value

BALANCE, DECEMBER 31, 2024		227,549		$	10.08	$	4.76		0.97	$	598,996

Granted		7,692			11.00		8.55		3.45		-
Exercised		(120,820	)		9.52		3.87		-		-
Cancelled/Expired		(6,680	)		9.52		3.90		-		-

BALANCE, SEPTEMBER 30, 2025		107,741		$	10.80	$	6.09		1.27	$	-

SCHEDULE OF DISAGGREGATED REVENUE (Details) - USD ($)	3 Months Ended		9 Months Ended
SCHEDULE OF DISAGGREGATED REVENUE (Details) - USD ($)	Sep. 30, 2025	Sep. 30, 2024	Sep. 30, 2025	Sep. 30, 2024
Product Information [Line Items]
TOTAL REVENUE	$ 7,450		$ 98,175
Transferred over Time [Member]
Product Information [Line Items]
TOTAL REVENUE	5,275		94,500
Transferred at Point in Time [Member]
Product Information [Line Items]
TOTAL REVENUE	2,175		3,675
Consulting Services [Member]
Product Information [Line Items]
TOTAL REVENUE			89,000
Installation Services [Member]
Product Information [Line Items]
TOTAL REVENUE	2,175		3,675
Subscription Fees [Member]
Product Information [Line Items]
TOTAL REVENUE	$ 5,275		$ 5,500

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
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+ Details

SCHEDULE OF RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Details) - USD ($)	3 Months Ended						9 Months Ended
	Sep. 30, 2025	Jun. 30, 2025	Mar. 31, 2025	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2025	Sep. 30, 2024	Dec. 31, 2024	Dec. 31, 2023
ASSETS
Deferred offering costs									$ 427,898
Total current assets	2,906,108						2,906,108		617,262
Deferred offering costs	6,302,586						6,302,586
Long-term assets	6,802,956						6,802,956		370,526
Total assets	9,709,064						9,709,064		987,788
LIABILITIES
Convertible note payable, net of discount and debt issuance costs of $2,522,944 and $118,290, respectively	1,883,766						1,883,766
Debt issuance costs	2,522,944			$ 118,290			2,522,944	$ 118,290	118,290
Derivative liabilities	1,140,000	$ 2,060,000					1,140,000
Total current liabilities	3,991,861						3,991,861		1,960,405
Total liabilities	4,030,624						4,030,624		1,970,963
STOCKHOLDERS’ EQUITY (DEFICIT)
Additional paid-in capital	31,761,337						31,761,337		14,984,561
Accumulated deficit	(26,014,999)						(26,014,999)		(15,920,555)
Total stockholders’ equity (deficit)	5,678,440	4,489,417	$ 6,032,402	(765,570)	$ (1,046,773)	$ (373,549)	5,678,440	(765,570)	(983,175)	$ (477,766)
Total liabilities and stockholders’ equity (deficit)	9,709,064						9,709,064		987,788
General and administrative	1,370,346			791,639			6,739,384	2,395,881
Total operating expenses	1,657,730			827,993			7,468,762	3,225,920
Interest expense and bank charges	(283,586)			(1,192)			(452,843)	(3,209)
Change in fair value of derivative liabilities	896,266						1,086,266
Amortization of debt discount	(88,295)						(116,033)
Loss on conversion of convertible notes payable	(3,295,072)						(3,295,072)
Total other income (expense), net	(2,776,928)			4,242			(2,723,857)	26,314
Net loss before income taxes	(4,427,208)			(823,751)			(10,094,444)	(3,199,606)
Net loss	$ (4,427,208)	(3,689,071)	(1,978,165)	$ (823,751)	(1,459,102)	(916,753)	$ (10,094,444)	$ (3,199,606)
Net loss per share - basic	$ (0.13)						$ (0.32)
Net loss per share - diluted	$ (0.13)			$ (0.03)			$ (0.32)	$ (0.11)
CASH FLOWS FROM OPERATING ACTIVITIES
Stock-based compensation							$ 2,322,155	$ 880,120
Change in fair value of derivative liabilities	$ (896,266)						(1,086,266)
Loss on conversion of convertible notes payable	3,295,072						3,295,072
Amortization of discount on convertible debt							116,033
Amortization of issuance costs on convertible debt							274,766
Net cash used in operating activities							(5,048,431)	(1,959,447)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of convertible notes payable							8,000,000
Debt issuance costs							(480,000)
Deferred offering costs							(688,570)	(100,000)
Net cash provided by financing activities							7,772,302	1,925,768
SUPPLMENTAL DISCLOSURE OF NONCASH INFORMATION
Common stock issued for conversion of convertible notes payable							4,533,980
Derivative liabilities reclassified as additional paid-in capital upon conversion of convertible notes payable							1,733,734
Additional Paid-in Capital [Member]
STOCKHOLDERS’ EQUITY (DEFICIT)
Total stockholders’ equity (deficit)	31,761,337	26,075,771	23,937,941	13,834,847	12,711,490	11,995,839	31,761,337	13,834,847	14,984,561	10,924,624
Net loss
Retained Earnings [Member]
STOCKHOLDERS’ EQUITY (DEFICIT)
Total stockholders’ equity (deficit)	(26,014,999)	(21,587,791)	(17,898,720)	(14,582,260)	(13,758,509)	(12,299,407)	(26,014,999)	$ (14,582,260)	$ (15,920,555)	$ (11,382,654)
Net loss	(4,427,208)	(3,689,071)	$ (1,978,165)	$ (823,751)	$ (1,459,102)	$ (916,753)
Previously Reported [Member]
ASSETS
Deferred offering costs	6,312,586						6,312,586
Total current assets	9,218,694						9,218,694
Deferred offering costs
Long-term assets	500,370						500,370
Total assets	9,719,064						9,719,064
LIABILITIES
Convertible note payable, net of discount and debt issuance costs of $2,522,944 and $118,290, respectively	4,002,333						4,002,333
Derivative liabilities
Total current liabilities	4,970,428						4,970,428
Total liabilities	5,009,191						5,009,191
STOCKHOLDERS’ EQUITY (DEFICIT)
Additional paid-in capital	29,602,998						29,602,998
Accumulated deficit	(24,825,227)						(24,825,227)
Total stockholders’ equity (deficit)	4,709,873	3,472,899					4,709,873
Total liabilities and stockholders’ equity (deficit)	9,719,064						9,719,064
General and administrative	1,370,347						7,551,884
Total operating expenses	1,657,731						8,281,262
Interest expense and bank charges	(580,021)						(775,410)
Change in fair value of derivative liabilities
Amortization of debt discount
Loss on conversion of convertible notes payable
Total other income (expense), net	(586,262)						(721,585)
Net loss before income taxes	(2,236,543)						(8,904,672)
Net loss	$ (2,236,543)						$ (8,904,672)
Net loss per share - basic	$ (0.07)						$ (0.28)
Net loss per share - diluted	$ (0.07)						$ (0.28)
CASH FLOWS FROM OPERATING ACTIVITIES
Stock-based compensation							$ 3,134,655
Change in fair value of derivative liabilities
Loss on conversion of convertible notes payable
Amortization of discount on convertible debt							357,333
Amortization of issuance costs on convertible debt							240,000
Net cash used in operating activities							(5,048,431)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of convertible notes payable							7,530,000
Debt issuance costs
Deferred offering costs							(698,570)
Net cash provided by financing activities							7,772,302
SUPPLMENTAL DISCLOSURE OF NONCASH INFORMATION
Common stock issued for conversion of convertible notes payable
Derivative liabilities reclassified as additional paid-in capital upon conversion of convertible notes payable
Previously Reported [Member] \| Additional Paid-in Capital [Member]
STOCKHOLDERS’ EQUITY (DEFICIT)
Total stockholders’ equity (deficit)	29,602,998	26,060,146					29,602,998
Previously Reported [Member] \| Retained Earnings [Member]
STOCKHOLDERS’ EQUITY (DEFICIT)
Total stockholders’ equity (deficit)	(24,825,227)	(22,588,684)					(24,825,227)
Revision of Prior Period, Reclassification, Adjustment [Member]
ASSETS
Deferred offering costs	(6,312,586)						(6,312,586)
Total current assets	(6,312,586)						(6,312,586)
Deferred offering costs	6,302,586						6,302,586
Long-term assets	6,302,586						6,302,586
Total assets	(10,000)						(10,000)
LIABILITIES
Convertible note payable, net of discount and debt issuance costs of $2,522,944 and $118,290, respectively	(2,118,567)						(2,118,567)
Derivative liabilities	1,140,000						1,140,000
Total current liabilities	(978,567)						(978,567)
Total liabilities	(978,567)						(978,567)
STOCKHOLDERS’ EQUITY (DEFICIT)
Additional paid-in capital	2,158,339						2,158,339
Accumulated deficit	(1,189,772)						(1,189,772)
Total stockholders’ equity (deficit)	968,567	1,016,518					968,567
Total liabilities and stockholders’ equity (deficit)	(10,000)						(10,000)
General and administrative	(1)						(812,500)
Total operating expenses	(1)						(812,500)
Interest expense and bank charges	296,435						322,567
Change in fair value of derivative liabilities	896,266						1,086,266
Amortization of debt discount	(88,295)						(116,033)
Loss on conversion of convertible notes payable	(3,295,072)						(3,295,072)
Total other income (expense), net	(2,190,666)						(2,002,272)
Net loss before income taxes	(2,190,665)						(1,189,772)
Net loss	$ (2,190,665)						$ (1,189,772)
Net loss per share - basic	$ (0.06)						$ (0.04)
Net loss per share - diluted	$ (0.06)						$ (0.04)
CASH FLOWS FROM OPERATING ACTIVITIES
Stock-based compensation							$ (812,500)
Change in fair value of derivative liabilities	$ (896,266)						(1,086,266)
Loss on conversion of convertible notes payable	3,295,072						3,295,072
Amortization of discount on convertible debt							(241,300)
Amortization of issuance costs on convertible debt							34,766
Net cash used in operating activities
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of convertible notes payable							470,000
Debt issuance costs							(480,000)
Deferred offering costs							10,000
Net cash provided by financing activities
SUPPLMENTAL DISCLOSURE OF NONCASH INFORMATION
Common stock issued for conversion of convertible notes payable							4,533,980
Derivative liabilities reclassified as additional paid-in capital upon conversion of convertible notes payable							1,733,734
Revision of Prior Period, Reclassification, Adjustment [Member] \| Additional Paid-in Capital [Member]
STOCKHOLDERS’ EQUITY (DEFICIT)
Total stockholders’ equity (deficit)	2,158,339	15,625					2,158,339
Revision of Prior Period, Reclassification, Adjustment [Member] \| Retained Earnings [Member]
STOCKHOLDERS’ EQUITY (DEFICIT)
Total stockholders’ equity (deficit)	$ (1,189,772)	$ 1,000,893					$ (1,189,772)

EQUITY INCENTIVE PLAN (Tables)

9 Months Ended

Sep. 30, 2025

Equity Incentive Plan

SCHEDULE OF SHARE OPTIONS OUTSTANDING

The following table summarizes the options outstanding as of September 30, 2025:

SCHEDULE OF SHARE OPTIONS OUTSTANDING

	Share Options Outstanding			Weighted Average Exercise Price		Weighted Average Grant Date Fair Value		Weighted Average Remaining Contractual Term (years)		Aggregate Intrinsic Value

BALANCE, DECEMBER 31, 2024		614,704		$	0.80	$	10.88		8.87	$	7,322,656

Granted		-			-		-		-		-
Exercised		(1,251	)		0.76		10.30		-		-
Canceled/Expired		(4,135	)		0.76		11.69		-		-

BALANCE, SEPTEMBER 30, 2025		609,318		$	0.80	$	10.87		8.12	$	1,731,782

EXERCISABLE, SEPTEMBER 30, 2025		226,590		$	0.80	$	10.87		8.12	$	643,211

SCHEDULE OF NONVESTED SHARE OPTION

The following table summarizes the nonvested share options for the nine months ended September 30, 2025:

SCHEDULE OF NONVESTED SHARE OPTION

	Nonvested Share Options			Weighted Average Exercise Price		Weighted Average Grant Date Fair Value		Weighted Average Remaining Contractual Term (years)		Aggregate Intrinsic Value

BALANCE, DECEMBER 31, 2024		452,875		$	0.80	$	10.89		8.88	$	5,396,007

Vested		(66,737	)		0.79		10.92		8.15		190,042
Canceled/Expired		(3,079	)		0.76		12.38		-		-

BALANCE, SEPTEMBER 30, 2025		382,729		$	0.80	$	10.87		8.13	$	1,088,571

SIGNIFICANT ACCOUNTING POLICIES

9 Months Ended

Sep. 30, 2025

Accounting Policies [Abstract]

SIGNIFICANT ACCOUNTING POLICIES

Restatement of previously issued financial statements

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, by and between the Company and Streeterville Capital, LLC.

Specifically, management determined that certain embedded conversion features contained in the Pre-Paid Purchases issued under the Securities Purchase Agreement should have been bifurcated from the related host instruments and accounted for as derivative liabilities at fair value at inception in accordance with ASC 815. In addition, management 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. Management also determined that Commitment Shares issued in connection with the Pre-Paid Purchases should have been reflected in the determination of the carrying value of the related host instruments, rather than recognized immediately as general and administrative expense.

As a result of these errors, the Company understated derivative liabilities, misstated the carrying amount of the related host instruments, and incorrectly recorded certain related non-cash expenses in its previously issued unaudited condensed financial statements as of and for the quarter ended September 30, 2025. Accordingly, the Company has restated its unaudited condensed financial statements as of September 30, 2025 and for the three and nine months then ended.

The following tables summarize the effect of the restatement on the Company’s previously issued unaudited condensed financial statements for the periods presented.

CONDENSED BALANCE SHEETS — Effect of Restatement as of September 30, 2025

	As Reported			Adjustments			As Restated
ASSETS
Deferred offering costs	$	6,312,586		$	(6,312,586	)	$	—
Total current assets		9,218,694			(6,312,586	)		2,906,108
Deferred offering costs		—			6,302,586			6,302,586
Long-term assets		500,370			6,302,586			6,802,956
Total assets		9,719,064			(10,000	)		9,709,064
LIABILITIES
Convertible note payable, net of discount and debt issuance costs of $2,522,944 and $118,290, respectively		4,002,333			(2,118,567	)		1,883,766
Derivative liabilities		—			1,140,000			1,140,000
Total current liabilities		4,970,428			(978,567	)		3,991,861
Total liabilities		5,009,191			(978,567	)		4,030,624
STOCKHOLDERS’ EQUITY (DEFICIT)
Additional paid-in capital		29,602,998			2,158,339			31,761,337
Accumulated deficit		(24,825,227	)		(1,189,772	)		(26,014,999	)
Total stockholders’ equity (deficit)		4,709,873			968,567			5,678,440
Total liabilities and stockholders’ equity (deficit)		9,719,064			(10,000	)		9,709,064

ARRIVE AI INC.

NOTES TO FINANCIAL STATEMENTS (Continued)

1.	NATURE OF OPERATIONS (AS RESTATED) (Continued)

CONDENSED STATEMENTS OF OPERATIONS — Effect of Restatement For the Three Months Ended September 30, 2025

	As Reported			Adjustments			As Restated
General and administrative	$	1,370,347		$	(1	)	$	1,370,346
Total operating expenses		1,657,731			(1	)		1,657,730
Interest expense and bank charges		(580,021	)		296,435			(283,586	)
Change in fair value of derivative liabilities		—			896,266			896,266
Amortization of debt discount		—			(88,295	)		(88,295	)
Loss on conversion of convertible notes payable		—			(3,295,072	)		(3,295,072	)
Total other income (expense), net		(586,262	)		(2,190,666	)		(2,776,928	)
Net (loss) before income taxes		(2,236,543	)		(2,190,665	)		(4,427,208	)
Net (loss)		(2,236,543	)		(2,190,665	)		(4,427,208	)
Net loss per share — basic and diluted		(0.07	)		(0.06	)		(0.13	)

CONDENSED STATEMENTS OF OPERATIONS — Effect of Restatement For the Nine Months Ended September 30, 2025

	As Reported			Adjustments			As Restated
General and administrative	$	7,551,884		$	(812,500	)	$	6,739,384
Total operating expenses		8,281,262			(812,500	)		7,468,762
Interest expense and bank charges		(775,410	)		322,567			(452,843	)
Change in fair value of derivative liabilities		—			1,086,266			1,086,266
Amortization of debt discount		—			(116,033	)		(116,033	)
Loss on conversion of convertible notes payable		—			(3,295,072	)		(3,295,072	)
Total other income (expense), net		(721,585	)		(2,002,272	)		(2,723,857	)
Net loss before income taxes		(8,904,672	)		(1,189,772	)		(10,094,444	)
Net loss		(8,904,672	)		(1,189,772	)		(10,094,444	)
Net loss per share — basic and diluted		(0.28	)		(0.04	)		(0.32	)

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT) — Effect of Restatement For the Six and Nine months ended June 30, 2025 and September 30, 2025

As of June 30, 2025


Additional paid-in capital, net of offering costs	$	26,060,146		$	15,625	$	26,075,771
Accumulated deficit		(22,588,684	)		1,000,893		(21,587,791	)
Total stockholders’ equity (deficit)		3,472,899			1,016,518		4,489,417

As of September 30, 2025


Additional paid-in capital, net of offering costs	$	29,602,998		$	2,158,339		$	31,761,337
Accumulated deficit		(24,825,227	)		(1,189,772	)		(26,014,999	)
Total stockholders’ equity (deficit)		4,709,873			968,567			5,678,440

CONDENSED STATEMENTS OF CASH FLOWS — Effect of Restatement For the Nine Months Ended September 30, 2025

	As Reported			Adjustments			As Restated
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(8,904,672	)	$	(1,189,772	)	$	(10,094,444	)
Stock-based compensation		3,134,655			(812,500	)		2,322,155
Change in fair value of derivative liabilities		—			(1,086,266	)		(1,086,266	)
Loss on conversion of convertible notes payable		—			3,295,072			3,295,072
Amortization of discount on convertible debt		357,333			(241,300	)		116,033
Amortization of issuance costs on convertible debt		240,000			34,766			274,766
Net cash used in operating activities		(5,048,431	)		—			(5,048,431	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of convertible notes payable		7,530,000			470,000			8,000,000
Debt issuance costs		—			(480,000	)		(480,000	)
Deferred offering costs		(698,570	)		10,000			(688,570	)
Net cash provided by financing activities		7,772,302			—			7,772,302
SUPPLMENTAL DISCLOSURE OF NONCASH INFORMATION
Common stock issued for conversion of convertible notes payable		—			4,533,980			4,533,980
Derivative liabilities reclassified as additional paid-in capital upon conversion of convertible notes payable		—			1,733,734			1,733,734

There was no impact to total cash and cash equivalents as of September 30, 2025 as a result of the restatement. The restatement had no effect on the Company’s revenue for any period presented.

2.	SIGNIFICANT ACCOUNTING POLICIES

Basis of Accounting

The financial statements (unaudited) have been prepared in accordance with accounting principles generally accepted in the United States of America (US GAAP) and with the instructions to Form 10-Q of Regulation S-K. These unaudited financial statements should be read in conjunction with the Company’s audited financial statements and related notes thereto for the year ended December 31, 2024. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements that would substantially duplicate the disclosures contained in the audited financial statements for the fiscal year ended December 31, 2024, have been omitted.

ARRIVE AI INC.

NOTES TO FINANCIAL STATEMENTS (Continued)

2.	SIGNIFICANT ACCOUNTING POLICIES (Continued)

Use of Estimates

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment and makes adjustments when facts and circumstances dictate. These estimates are based on information available as of the date of the financial statements; therefore, actual results could differ from those estimates.

Concentration of Credit Risk

The Company maintains its cash balances at two financial institutions. The accounts are insured by the Federal Deposit Insurance Corporation (FDIC) up to a specified limit. The Company’s balances at the financial institutions periodically exceed federally insured limits. At September 30, 2025 and December 31, 2024, the Company’s uninsured cash balances totaled approximately $541,775 and $0, respectively.

Management believes that the Company is not exposed to any significant risk concerning its cash balances. To date, the Company has not recognized any losses caused by uninsured balances.

Accounts Receivable and Allowance for Credit Losses

Accounts receivable are customer obligations due under normal trade terms, which are typically due upon receipt of the invoice. Credit is extended based on evaluation of a customer’s financial condition and collateral is not required. Accounts receivable are stated at amounts due from customers net of an allowance for credit losses. The Company recognizes an allowance for expected credit losses at each balance sheet date. This estimate is derived from a review of the Company’s historical losses based on the aging of receivables. Receivables with similar risk characteristics are pooled for the estimation of expected credits losses. Management adjusts its historical estimate based on its assessment of current conditions, reasonable and supportable forecasts regarding future events, and any other factors deemed relevant by the Company. At each reporting date, the Company updates its estimate of expected credit losses to reflect any changes in credit risk since the receivable was initially recorded.

The Company writes off receivables when there is information that indicates the debtor is facing significant financial difficulty and there is no possibility of recovery. If any recoveries are made from any accounts previously written off, they will be recognized in earnings in the year of recovery, in accordance with the entity’s accounting policy election. The Company has not incurred material write-offs as a whole for the nine months ended September 30, 2025. Based upon the information available, no allowances for credit losses has been recorded as the Company believes the balance is fully collectable.

Property and Equipment

The property and equipment is recorded at cost. The Company’s policy is to depreciate the cost of the property and equipment using the straight-line method over the estimated useful life of the asset. The costs of maintenance and repairs are charged to expense when incurred (none noted in the current or prior year as it relates to vehicles). The useful life of the property and equipment for purposes of computing depreciation is:

	Useful Life

Vehicles and Equipment	2-5 years

ARRIVE AI INC.

NOTES TO FINANCIAL STATEMENTS (Continued)

2.	SIGNIFICANT ACCOUNTING POLICIES (Continued)

Intangible Assets – Patents

The Company capitalizes external costs, such as filing fees, registration documentation, and attorney fees associated with the application and issuance of patents. The Company expenses costs associated with maintaining and defending patents subsequent to issuance in the period incurred. The Company amortizes capitalized patent costs for internally generated patents on a straight-line basis over 20 years or the period in which the goods associated with the patent will be revenue-generating, which represents the estimated useful lives of the patents. The estimated useful lives for internally generated patents are based on the assessment of the following factors: the integrated nature of the patent portfolios being licensed (including the ability of the patent to generate viable goods and revenues), the overall makeup of the patent portfolio over time, and the length of license agreements for such patents. The Company assesses the potential impairment of all capitalized patent costs when events or changes in circumstances indicate that the carrying amount of the Company’s patent portfolio may not be recoverable.

Impairment of Long-Lived Assets

Intangibles and other long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of any long-lived asset may not be fully recoverable. In the event that facts and circumstances indicate that the carrying amount of any long-lived assets may be impaired, an evaluation of recoverability is performed. If an evaluation was required, the estimated future undiscounted cash flows associated with the asset (or group of assets) would be compared to the assets’ (or group of assets’) carrying amount to determine if a write-down to fair value is required on the basis of the assets’ associated undiscounted cash flows.

The Company has three types of long-lived assets: property and equipment, including operational Arrive Point units, vehicles, office equipment, and aerial drones; construction-in-progress (CIP), and intangible patent assets including those acquired by the acquisition of Airbox Technology in 2023. The vehicles and drone hexacopter were evaluated for impairment, and no impairments were considered necessary as of September 30, 2025.

The Company acquired three “Gen 3” (or “AP3”) Arrive Point units in December 2024, and four in April 2025. These units are recorded as construction in progress until they are placed into service. Six units have been delivered to customer sites, four of which have been placed into revenue service and are being depreciated on a straight-lined basis over two years. One unit not yet entered into service was damaged beyond repair. An impairment loss of $10,541 was recognized as of September 30, 2025. No impairment loss on these units was recognized as of September 30, 2024.

ARRIVE AI INC.

NOTES TO FINANCIAL STATEMENTS (Continued)

2.	SIGNIFICANT ACCOUNTING POLICIES (Continued)

Revenue Recognition

The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers. Revenue is derived from consulting and implementation services provided to clients and recurring subscription services for access to the Arrive Point network. Revenue is recognized over time as services are performed, based on the transfer of control to the customer. Contracts are typically short-term in nature and do not contain significant variable consideration or multiple performance obligations.

Disaggregated revenue as of the three and nine months ended September 30, 2025 is as follows:

SCHEDULE OF DISAGGREGATED REVENUE

	Three Months		Nine Months
	Ended September 30		Ended September 30
Revenue source

Consulting services	$	-	$	89,000
Installation services		2,175		3,675
Subscription fees		5,275		5,500

TOTAL REVENUE	$	7,450	$	98,175
Timing of Revenue Recognition

Services transferred over time	$	5,275	$	94,500
Services transferred at a point in time		2,175		3,675

TOTAL REVENUE	$	7,450	$	98,175

The Company did not generate revenue during the three and nine months ended September 30, 2024.

Various economic factors affect the recognition of revenue and cash flows including availability of skilled labor and prompt payment by customers. The Company did not generate revenue during the three or nine months ended September 30, 2024. As such, no comparative disaggregation is presented for that period.

Contract Balances

The timing of revenue recognition, billings and cash collections results in billed accounts receivable, unbilled receivables (contract assets), and customer advances and deposits (contract liabilities) on the balance sheet. The Company may request advances or deposits from customers before revenue is recognized, which results in contract liabilities. These contract liabilities are released as the performance obligations are satisfied.

ARRIVE AI INC.

NOTES TO FINANCIAL STATEMENTS (Continued)

2.	SIGNIFICANT ACCOUNTING POLICIES (Continued)

Contract Balances (continued)

As of September 30, 2025, there were no such liabilities or contract assets included within the balance sheet. The beginning and ending contract balances were as follows:

SCHEDULE OF CONTRACT ASSETS/LIABILITIES

	September 30, 2025		January 1, 2025

Accounts receivable	$	4,900	$	-

Significant Judgments and Estimates

There are no significant judgments involved in the recognition of revenue from the services provided by the Company.

Equity Financing

The Company engages in equity financing transactions to obtain the funds necessary to continue operations and develop a commercially viable drone delivery system. These equity financing transactions involve the issuance of common stock and may include equity warrants.

Equity warrants are instruments that bestow upon the holder of the instrument the right to buy a particular stock at a predetermined price within a stipulated time frame. Under Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 480, the Company classified the warrants as equity instruments.

Depending on the terms and conditions of each equity financing transaction, the warrants are exercisable into additional common shares at an agreed-upon price, as defined in the Stock and Warrant Purchase Agreement (“the agreement”) prior to the expiration of the warrants as stipulated by the terms of the transaction in the agreement.

The shares eligible for issuance under the outstanding warrants were registered under the Securities Act of 1933 on July 28, 2025.

Treasury Stock

In September 2025, the Board of Directors authorized the Company to repurchase shares of common stock. The Company repurchased 19,700 shares for $74,743 during the nine months ended September 30, 2025. The stock is held in Treasury and recorded using the cost method.

ARRIVE AI INC.

NOTES TO FINANCIAL STATEMENTS (Continued)

2.	SIGNIFICANT ACCOUNTING POLICIES (Continued)

Loss per share

The Company follows FASB ASC 260, “Earnings per Share,” resulting in the presentation of basic and diluted earnings per share. Because the Company reported a net loss for the three and nine months ended September 30, 2025 and 2024, common stock equivalents, including stock options and warrants were anti-dilutive; therefore, the amounts reported for basic and dilutive loss per share were the same. See footnotes 16 and 17 for the details on these instruments.

Comprehensive Loss

The Company follows FASB ASC 220.10, “Reporting Comprehensive Income (Loss).” Comprehensive loss is a more inclusive financial reporting methodology that includes disclosure of certain financial information that historically has not been recognized in the calculation of net loss. Since the Company has no items of other comprehensive loss, comprehensive loss is equal to net loss.

Offering Costs

The Company complies with the requirements of FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - Expenses of Offering. During the three and nine months ended September 30, 2025, the Company recognized $0 and $7,626,439, respectively, in deferred offering costs related to ongoing and anticipated capital raising activities. These costs primarily consisted of legal, advisory, and other professional service fees incurred in connection with financing efforts.

During the nine months ended September 30, 2025, the Company raised gross proceeds of $9,037,007, which included $8,650,000 under prepaid purchase agreements and $387,007 through a crowdfunding offering. Of the total deferred offering costs recognized, $869,868 and $1,741,750 were allocated and recognized as a reduction of proceeds raised under the prepaid purchase agreements for the three and nine months ended September 30, 2025, respectively, based on a pro-rata allocation of total expected funding (Note 9 and 12). In addition, $1,471 and $91,543 of offering costs were directly associated with the crowdfunding raise and were recognized as a reduction to the related proceeds for the three and nine months ended September 30, 2025, respectively.

The remaining deferred offering costs are included as current asset on the balance sheet and will be recognized as a reduction to additional paid-in capital upon completion of the related equity offerings.

Research and Development

Research and development (R&D) costs, that do not meet the criteria for capitalization are expensed as incurred. Research and development expenses include fees paid to outside consultants for the Company’s proprietary technology.

ARRIVE AI INC.

NOTES TO FINANCIAL STATEMENTS (Continued)

2.	SIGNIFICANT ACCOUNTING POLICIES (Continued)

Research and Development (Continued)

For the three and nine months ended September 30, 2025, and 2024, the Company had R&D costs totaling $179,854 and $564,585 and $7,940 and $548,879, respectively.

Marketing Expenses

The Company uses various marketing methods to create brand awareness to promote and alert the public about future product and service offerings to generate future capital or revenue when a viable product is created. The Company’s policy is to charge marketing costs to expenses in the period they are incurred.

Marketing expenses were $107,530 and $164,793 and $28,414 and $281,160 for the three and nine months ended September 30, 2025 and 2024, respectively.

Stock-Based Compensation

The Company measures and records the expense related to stock-based payment awards based on the fair value of those awards as determined on the date of the grant. The Company recognizes stock-based compensation expense over the requisite service period of the individual grant, generally equal to the vesting period, and uses the straight-line method to recognize stock-based compensation, as applicable. For stock-based compensation with performance conditions, the Company records compensation expenses when the performance condition is met. The Company uses the Black-Scholes model to estimate the fair value of stock options and forfeitures are accounted for when incurred.

The average fair value of one (1) share of the Company’s common stock was determined to be $13.00 for the period of January 1, 2025 to May 15, 2025 and $12.71 as of December 31, 2024. On May 15, 2025, the Company completed its initial public offering and its common stock began trading on the Nasdaq Stock Exchange. Subsequent to May 15, 2025, the price of the Company’s common stock was determined by the Nasdaq daily closing stock price.

Prior to May 15, 2025, the fair value of common stock is based on the prior Company’s transaction method. The prior company transaction method utilizes actual transactions in the Company’s non-controlling, non-marketable private company equity interests. Therefore, the result is reflective of a non-controlling, non-marketable private company value and no discount for lack of control or marketability was considered necessary in the application of this methodology. As part of this methodology, there are a number of limiting assumptions, however, management believes it appropriately represents the fair market value indication for one (1) share of the Company’s common stock. Since, prior to May 15, 2025, the Company’s stock was not publicly traded, the expected volatility is based on the historical and implied volatility of similar companies whose stock or option prices are publicly available, after considering the industry, stage of the life cycle, size, market capitalization, and financial leverage of the other companies.

ARRIVE AI INC.

NOTES TO FINANCIAL STATEMENTS (Continued)

2.	SIGNIFICANT ACCOUNTING POLICIES (Continued)

Income Taxes

There is no income tax benefit for the losses for the three and nine months ended September 30, 2025 and 2024 since management has determined that the realization of the net deferred tax asset is not assured and has created a valuation allowance for the entire amount of such benefits.

The Company’s policy is to record interest and penalties associated with unrecognized tax benefits as additional income taxes in the statement of operations. As of January 1, 2025, the Company had no unrecognized tax benefits, or any tax related interest or penalties, and it does not expect significant changes in the amount of unrecognized tax benefits to occur within the next twelve months. There were no changes in the Company’s unrecognized tax benefits during the three and nine month period ended September 30, 2025. The Company did not recognize any interest or penalties during 2025 related to unrecognized tax benefits.

With few exceptions, the U.S. and state income tax returns filed for the tax years ending on December 31, 2021 and thereafter are subject to examination by the relevant taxing authorities. Net operating loss (NOL) carryforwards are subject to examination in the year they are utilized regardless of whether the tax year in which they are generated has been closed by the statute. The amount subject to disallowance is limited to the NOL utilized. Accordingly, the Company may be subject to examination for prior NOLs generated as such NOLs are utilized.

Convertible Notes Payable and Derivative Liabilities (As Restated)

The Company accounts for convertible notes in accordance with ASC 470, Debt, and ASC 815, Derivatives and Hedging. At issuance, the Company evaluates each convertible note to determine whether any embedded features must be bifurcated and accounted for separately as a derivative liability.

If an embedded conversion feature fails the indexed-to-own-stock test under ASC 815-40-15, because the conversion price is determined by a path-dependent formula rather than a fixed price or a current observable price, the conversion feature is bifurcated from the host debt instrument and recognized as a derivative liability at fair value on the issuance date. The host debt instrument is then recorded at an initial carrying value equal to the cash proceeds received, reduced by (i) the original issue discount (“OID”), (ii) the fair value of the bifurcated derivative liability at issuance, and (iii) debt issuance costs allocable to the host instrument.

When an embedded derivative is bifurcated from a convertible note at issuance, the Company initially records the derivative liability at fair value, with the residual proceeds allocated to the host debt instrument, consistent with ASC 835-30 and ASC 815. Debt issuance costs are allocated consistently with this initial measurement approach. The portion of issuance costs allocated to the derivative liability is expensed immediately in the period of issuance. The portion of issuance costs allocated to the host debt instrument is recorded as a contra-debt balance (debt issuance costs) and amortized to interest expense over the expected term of the note using the effective interest method (“EIM”).

The combined discount on each host debt instrument consisting of OID, the fair value of the bifurcated derivative at issuance, and allocated debt issuance costs is accreted to the face amount of the note using the EIM over the expected term of each note in accordance with ASC 835-30.

Where a convertible note has no stated maturity date, the Company estimates the expected term based on management’s best estimate of the period over which the debt is expected to remain outstanding, considering the economic substance of the instrument, the contractual terms, the expected timing and pattern of conversion or settlement, and other relevant facts and circumstances. The expected term used for accretion of the host debt instrument is applied consistently with the expected term used in valuing any bifurcated embedded derivative. This estimate is reassessed when facts and circumstances indicate a change may be warranted.

Bifurcated derivative liabilities are recognized at fair value on the issuance date of the applicable convertible note and are subsequently remeasured at fair value at each reporting date and at each conversion date, in accordance with ASC 815. Changes in fair value are recognized in earnings as a gain or loss on change in fair value of derivative liabilities and are presented as a separate line item within other income (expense) in the statement of operations.

When the conversion feature’s fair value cannot be estimated using a closed-form solution because the conversion price is based on a formula that incorporates path-dependent inputs, the Company estimates fair value using a Monte Carlo simulation model. The model simulates a large number of potential stock price paths and computes the expected present value of the conversion payoff under each path. The significant unobservable inputs used in the Monte Carlo simulation include the expected equity volatility, expected instrument term, risk-free rate, and debt discount rate. These instruments are classified within Level 3 of the fair value hierarchy established under ASC 820, Fair Value Measurement, because their valuation relies on significant unobservable inputs. See NOTE 5 for a description of the valuation methodology and significant assumptions.

ARRIVE AI INC.

NOTES TO FINANCIAL STATEMENTS (Continued)

2.	SIGNIFICANT ACCOUNTING POLICIES (Continued)

When a noteholder elects to convert a portion or all of a convertible note into shares of common stock, the Company accounts for the conversion as follows:

The pro-rata portion of the carrying value of the host debt instrument, including the related pro-rata unamortized OID and pro-rata unamortized debt issuance costs, is derecognized upon conversion. If the carrying amount of the net host instrument differs from the consideration transferred, the difference is recognized as a gain or loss on conversion of debt in accordance with ASC 470-50.

The pro-rata portion of the bifurcated derivative liability attributable to the converted principal is remeasured to fair value as of the conversion date. The change in fair value from the most recent prior remeasurement date to the conversion date is recognized in earnings as a gain or loss on change in fair value of derivative liability. Upon conversion of the convertible notes payable, the pro-rata portion of the remeasured fair value of the derivative liability is then derecognized from the balance sheet with a credit to additional paid-in capital.

Fair Value of Financial Instruments (As Restated)

The Company measures fair value in accordance with ASC 820, Fair Value Measurement, which defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

The carrying values of the Company’s short-term financial instruments, including cash, accounts receivable, accounts payable, and accrued liabilities approximate their fair values due to their short-term nature.

The host portion of convertible note payable, excluding the separately recognized bifurcated derivative liabilities, are carried at amortized cost using the effective interest method as disclosed in NOTE 5. The bifurcated derivative liabilities associated with the convertible notes are carried at fair value on a recurring basis and classified within Level 3 of the fair value hierarchy. See NOTE 5 for a full description of the fair value measurement methodology, significant unobservable inputs, and the roll-forward of the derivative liabilities balance.

The vehicle note payable is carried at amortized cost. The estimated fair value of this instrument approximates its carrying value due to the interest rate approximating current market rates for similar collateralized borrowings.

Recently Adopted Accounting Standard

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which requires incremental disclosures about reportable segments but does not change the definition of a segment or the guidance for determining reportable segments. The requirements are effective for annual reporting periods beginning on January 1, 2024, and are required to be applied retrospectively. The Company has adopted the additional disclosure requirements under ASU 2023-07. The additional requirements did not have a material impact on the financial statements.

ARRIVE AI INC.

NOTES TO FINANCIAL STATEMENTS (Continued)

2.	SIGNIFICANT ACCOUNTING POLICIES (Continued)

Recently Issued Accounting Standard Not Yet Adopted

In November 2024, the FASB issued ASU 2024-03, ASC Subtopic “Disaggregation of Income Statement Expenses (ASC 220-40): Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures”. The amendments require additional disclosure of the nature of expenses included in the income statement. The amendments in this update are effective for public business entities for fiscal years, beginning after December 15, 2026. Early adoption is permitted. The Company is currently assessing the impact of the adoption of this standard on its financial statements.

NOTE PAYABLE (Tables)

9 Months Ended

Sep. 30, 2025

Debt Disclosure [Abstract]

SCHEDULE OF NOTES PAYABLE

Note payable consists of the following:

SCHEDULE OF NOTES PAYABLE

	September 30, 2025			December 31, 2024
Vehicle note payable for $40,248 with monthly installment payments of $799, including interest at 6.99% per annum. The loan is collateralized by the respective vehicle and is due in February 2027.	$	12,745		$	19,082

Less current portion		(8,982	)		(8,524	)

LONG-TERM PORTION	$	3,763		$	10,558

SCHEDULE OF MATURITIES OF LONG-TERM DEBT

The balance of the above debt matures as follows:

Twelve Months Ending September 30,	Amount
2026	$	8,982
2027		3,763

TOTAL	$	12,745

SCHEDULE OF CONTRACT ASSETS/LIABILITIES (Details) - USD ($)	Sep. 30, 2025	Jan. 01, 2025
Accounts Receivable [Member]
ScheduleOfContractAssetsLiabilitiesLineItems [Line Items]
Accounts receivable	$ 4,900

SCHEDULE OF DERIVATIVE LIABILITIES ROLL-FORWARD (Details) - USD ($)	3 Months Ended	6 Months Ended
	Sep. 30, 2025	Jun. 30, 2025
Short-Term Debt [Line Items]
Balance	$ 2,060,000
Derivative liabilities recognized upon issuance of convertible note payable at fair value	1,710,000	2,250,000
Change in fair value — period-end remeasurement (September 30, 2025)	178,376	(190,000)
Reclassification of derivative liabilities upon conversion of convertible notes payable	(1,733,734)
Change in fair value of derivative liabilities – conversion remeasurement	(1,074,642)
Balance	1,140,000	2,060,000
Convertible Note 1 [Member]
Short-Term Debt [Line Items]
Balance	2,060,000
Derivative liabilities recognized upon issuance of convertible note payable at fair value		2,250,000
Change in fair value — period-end remeasurement (September 30, 2025)	161,663	(190,000)
Reclassification of derivative liabilities upon conversion of convertible notes payable	(1,427,021)
Change in fair value of derivative liabilities – conversion remeasurement	(424,642)
Balance	370,000	2,060,000
Convertible Note 2 [Member]
Short-Term Debt [Line Items]
Balance
Derivative liabilities recognized upon issuance of convertible note payable at fair value	1,710,000
Change in fair value — period-end remeasurement (September 30, 2025)	16,713
Reclassification of derivative liabilities upon conversion of convertible notes payable	(306,713)
Change in fair value of derivative liabilities – conversion remeasurement	(650,000)
Balance	$ 770,000

PREPAID EXPENSES (Tables)

9 Months Ended

Sep. 30, 2025

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS

Prepaid expenses and other current assets consist of the following:

	September 30, 2025		December 31, 2024
Prepaid payroll wages	$	38,271	$	38,271
Prepaid insurance		74,929		10,017
Prepaid software and other		51,577		7,579

TOTAL PREPAID EXPENSES	$	164,777	$	55,867

COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)		9 Months Ended
	Apr. 01, 2024	Sep. 30, 2025
Commitments and Contingencies Disclosure [Abstract]
Lease term	9 months
Payments for rent	$ 3,600	$ 2,250

SCHEDULE OF WARRANTS OUTSTANDING (Details) - USD ($)	9 Months Ended	12 Months Ended
SCHEDULE OF WARRANTS OUTSTANDING (Details) - USD ($)	Sep. 30, 2025	Dec. 31, 2024
Warrants
Warrants outstanding	227,549
Weighted average exercise price	$ 10.08
Weighted average grant date fair value	$ 4.76
Weighted average remaining contractual term (years)	1 year 3 months 7 days	11 months 19 days
Aggregate intrinsic value	$ 598,996
Warrants outstanding, Granted	7,692
Weighted average exercise price, granted	$ 11.00
Weighted average grant date fair value, granted	$ 8.55
Weighted average remaining contractual term (years), granted	3 years 5 months 12 days
Aggregate intrinsic value, granted
Warrants outstanding, Exercised	(120,820)
Weighted average exercise price, exercised	$ 9.52
Weighted average grant date fair value, exercised	$ 3.87
Warrants outstanding, Cancelled/Expired	(6,680)
Weighted average exercise price, Cancelled/Expired	$ 9.52
Weighted average grant date fair value, Cancelled/Expired	$ 3.90
Warrants outstanding	107,741	227,549
Weighted average exercise price	$ 10.80	$ 10.08
Weighted average grant date fair value	$ 6.09	$ 4.76
Aggregate intrinsic value		$ 598,996

RESEARCH AND DEVELOPMENT TAX CREDITS

9 Months Ended

Sep. 30, 2025

Research and Development [Abstract]

RESEARCH AND DEVELOPMENT TAX CREDITS

18.

RESEARCH AND DEVELOPMENT TAX CREDITS

The Company qualifies as a small business under Internal Revenue Code Section 41(h) and has elected to apply a portion of its federal research and development (R&D) credit against the employer portion of Social Security payroll taxes, in accordance with IRS Form 6765.

As of September 30, 2025, the Company had $226,011 of unused payroll tax credits. These credits are being applied as an offset to the Company’s payroll tax liability and are recognized as a reduction of payroll tax expense in the period the benefit is realized.

SCHEDULE OF PROPERTY AND EQUIPMENT USEFUL LIFE (Details) - Vehicles [Member]	Sep. 30, 2025
Minimum [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, useful life	2 years
Maximum [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, useful life	5 years

SCHEDULE OF SHARES REPURCHASE (Details) - USD ($)	3 Months Ended	9 Months Ended
SCHEDULE OF SHARES REPURCHASE (Details) - USD ($)	Sep. 30, 2025	Sep. 30, 2025
Equity [Abstract]
Total number of shares repurchased		19,700
Amount repurchased	$ 74,743	$ 74,743
Average price per share		$ 3.79

- Definition

Number of shares that have been repurchased during the period and have not been retired and are not held in treasury. Some state laws may govern the circumstances under which an entity may acquire its own stock and prescribe the accounting treatment therefore. This element is used when state law does not recognize treasury stock.

+ References + Details

- Definition

Equity impact of the value of stock that has been repurchased during the period and has not been retired and is not held in treasury. Some state laws may mandate the circumstances under which an entity may acquire its own stock and prescribe the accounting treatment therefore. This element is used when state law does not recognize treasury stock.

+ References + Details

SCHEDULE OF LEASE COST (Details) - USD ($)	3 Months Ended	9 Months Ended
SCHEDULE OF LEASE COST (Details) - USD ($)	Sep. 30, 2025	Sep. 30, 2025
Operating leases	$ 12,600	$ 12,600
Total leasing activity in cash flows from operating activities	12,600	12,600
General And Administrative Expenses [Member]
Operating lease expense	8,195	8,195
Total lease cost in general and administrative expense	$ 8,195	$ 8,195

NOTE PAYABLE

9 Months Ended

Sep. 30, 2025

Debt Disclosure [Abstract]

NOTE PAYABLE

11.

NOTE PAYABLE

Note payable consists of the following:

SCHEDULE OF NOTES PAYABLE

	September 30, 2025			December 31, 2024
Vehicle note payable for $40,248 with monthly installment payments of $799, including interest at 6.99% per annum. The loan is collateralized by the respective vehicle and is due in February 2027.	$	12,745		$	19,082

Less current portion		(8,982	)		(8,524	)

LONG-TERM PORTION	$	3,763		$	10,558

The balance of the above debt matures as follows:

Twelve Months Ending September 30,	Amount
2026	$	8,982
2027		3,763

TOTAL	$	12,745

Interest expense related to this note payable for the three and nine months ended September 30, 2025 and 2024, was $248 and $855 and $389 and $1,277, respectively.

ARRIVE AI INC.

NOTES TO FINANCIAL STATEMENTS (Continued)

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

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+ Details

SCHEDULE OF FINANCIAL LIABILITIES MEASURED AT FAIR VALUE (Details) - USD ($)	Sep. 30, 2025	Jun. 30, 2025
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items]
Derivative liabilities	$ 1,140,000	$ 2,060,000
Fair Value, Inputs, Level 1 [Member]
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items]
Derivative liabilities	1,918,995
Fair Value, Inputs, Level 3 [Member]
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items]
Derivative liabilities	$ 1,140,000

SCHEDULE OF HOST CONVERTIBLE NOTE ROLL-FORWARD (Details)	9 Months Ended
	Sep. 30, 2025 USD ($)
Short-Term Debt [Line Items]
Balance at January 1, 2025
Note issuance — initial host carrying value	2,998,488
EIM accretion of debt discount and issuance costs	124,187
Conversions — face amount	(4,125,000)
Conversions — issuance costs	2,799,147
Conversions — unamortized discount written off	86,944
HOST CARRYING VALUE AT SEPTEMBER 30, 2025	1,883,766
Convertible Note 1 [Member]
Short-Term Debt [Line Items]
Balance at January 1, 2025
Note issuance — initial host carrying value	845,888
EIM accretion of debt discount and issuance costs	97,785
Conversions — face amount	(2,875,000)
Conversions — issuance costs	2,211,763
Conversions — unamortized discount written off	47,187
HOST CARRYING VALUE AT SEPTEMBER 30, 2025	327,623
Convertible Note 2 [Member]
Short-Term Debt [Line Items]
Balance at January 1, 2025
Note issuance — initial host carrying value	2,152,600
EIM accretion of debt discount and issuance costs	26,402
Conversions — face amount	(1,250,000)
Conversions — issuance costs	587,384
Conversions — unamortized discount written off	39,757
HOST CARRYING VALUE AT SEPTEMBER 30, 2025	$ 1,556,143

PATENTS, NET (Details Narrative) - Patents [Member] - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2025	Sep. 30, 2024	Sep. 30, 2025	Sep. 30, 2024
Finite-Lived Intangible Assets [Line Items]
Amortized period	20 years		20 years
Amortization expense	$ 235	$ 234	$ 688	$ 577

- Definition

The aggregate expense charged against earnings to allocate the cost of intangible assets (nonphysical assets not used in production) in a systematic and rational manner to the periods expected to benefit from such assets.

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- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

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-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481283/985-20-50-2

Reference 35: http://www.xbrl.org/2003/role/disclosureRef
-Topic 926
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483154/926-20-50-5

+ Details

NOTE PAYABLE (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
NOTE PAYABLE (Details Narrative) - USD ($)	Sep. 30, 2025	Sep. 30, 2024	Sep. 30, 2025	Sep. 30, 2024
Debt Disclosure [Abstract]
Interest expenses	$ 248	$ 389	$ 855	$ 1,277

DEFERRED OFFERING COSTS (Details Narrative) - USD ($)	3 Months Ended	6 Months Ended
DEFERRED OFFERING COSTS (Details Narrative) - USD ($)	Mar. 31, 2025	Jun. 30, 2025	Sep. 30, 2025
Deferred Offering Costs
Weighted-average remaining lease term			1 year 9 months
Weighted-average discount rate			23.70%
Issuance of shares for services, shares	532,913
Issuance of shares for services, value	$ 6,927,869
Lefal fess		$ 698,570
Deferred offering costs			$ 1,741,750

PATENTS, NET

9 Months Ended

Sep. 30, 2025

Goodwill and Intangible Assets Disclosure [Abstract]

PATENTS, NET

10.

PATENTS, NET

Patents consist of the following:

SCHEDULE OF PATENTS

	September 30, 2025			December 31, 2024

Patents	$	274,700		$	274,700
Less: accumulated amortization		(1,786	)		(1,099	)

TOTAL PATENTS	$	272,914		$	273,601

As of September 30, 2025, six of the Company’s fifty-seven international patents were issued and began being amortized over twenty years. As of September 30, 2024, five of the Company’s forty-four patents were approved by the countries in which the patent applications were filed. Amortization expense was $235 and $688 and $234 and $577 for the three and nine months ended September 30, 2025 and 2024, respectively.

Cover - $ / shares	9 Months Ended
Cover - $ / shares	Sep. 30, 2025	Nov. 14, 2025
Cover [Abstract]
Document Type	10-Q/A
Amendment Flag	true
Amendment Description	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”).
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2025
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2025
Current Fiscal Year End Date	--12-31
Entity File Number	001-42645
Entity Registrant Name	Arrive AI Inc.
Entity Central Index Key	0001818274
Entity Tax Identification Number	85-0935006
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	9100 Fall View Drive
Entity Address, City or Town	Fishers
Entity Address, State or Province	IN
Entity Address, Postal Zip Code	46037
City Area Code	(463)
Local Phone Number	270-0092
Title of 12(b) Security	Common stock, par value $0.0002 per share
Trading Symbol	ARAI
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		34,213,387
Entity Listing, Par Value Per Share	$ 0.0002

SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS (Details) - USD ($)	Sep. 30, 2025	Dec. 31, 2024
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Prepaid payroll wages	$ 38,271	$ 38,271
Prepaid insurance	74,929	10,017
Prepaid software and other	51,577	7,579
TOTAL PREPAID EXPENSES	$ 164,777	$ 55,867

COMMITMENTS AND CONTINGENCIES

9 Months Ended

Sep. 30, 2025

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

13.

COMMITMENTS AND CONTINGENCIES

Lease Obligation

Effective April 1, 2024, the Company expanded its leased office space. The new term is nine months, and thereafter a month-to-month lease which can be canceled with a 90-day written notice and agreement to suitable terms by both parties. Under this lease, base rent is $3,600 per month. The Company is required to pay insurance, listing the property owner as an additional insured, and normal maintenance costs for certain of this leased property. Additionally, the Company rents a warehouse from an officer and shareholder for $2,250 per month on a month-to-month basis.

ARRIVE AI INC.

NOTES TO FINANCIAL STATEMENTS (Continued)

13.

COMMITMENTS AND CONTINGENCIES (Continued)

Lease Obligation (Continued)

FASB ASU No. 2016-02, Topic 842, Leases, allows companies to elect certain policies for short-term leases. The Company has elected not to recognize right-of-use assets and lease liabilities arising from short-term leases with an initial term of 12 months or less.

Litigation

On September 9, 2025, John Doan and Jami Town named the Company as a defendant in Case No. 3:2025cv00721, pending in U.S. District Court for the Eastern District of Virginia. Doan and Town claim the Company is in breach of contract for loans made to AirBox. The loans were extended to AirBox before the Company purchased its assets in 2023. The Company explicitly acquired only the assets of AirBox and therefore does not believe it is liable for any of its previous liabilities. The Company has filed for removal from the claim. The plaintiffs have filed to have the case remanded to Virginia state court, where it was originally filed on August 13, 2025. Since this matter is still in its initial stages, the Company is unable to predict the outcome at this time.

From time to time, the Company may become involved in various legal proceedings in the ordinary course of its business and may be subject to third-party infringement claims. In the normal course of business, the Company may agree to indemnify third parties with whom it enters into contractual relationships, including customers, lessors, and parties to other transactions with the Company, with respect to certain matters.

The Company has agreed, under certain conditions, to hold these third parties harmless against specified losses, such as those arising from a breach of representations or covenants, other third-party claims that the Company’s products, when used for their intended purposes, infringe the intellectual property rights of such other third parties, or other claims made against certain parties. It is not possible to determine the maximum potential amount of liability under these indemnification obligations due to the Company’s limited history of prior indemnification claims and the unique facts and circumstances that are likely to be involved in each particular claim.

SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS (Details) - USD ($)	Sep. 30, 2025	Dec. 31, 2024
Deferred Offering Costs
2025	$ 50,400
2026	37,800
Total future minimum lease payments	88,200
Less: Amount representing interest	(15,159)
Present value of lease liabilities	73,041
Less: current portion	(38,041)
Long-term portion	$ 35,000

EQUITY INCENTIVE PLAN

9 Months Ended

Sep. 30, 2025

Equity Incentive Plan

EQUITY INCENTIVE PLAN

17.

EQUITY INCENTIVE PLAN

The Company created the 2023 Equity Incentive Plan (the Plan) on April 27, 2023, under which shares of common stock became available for issuance not to exceed 1,500,000. The Stock Plan is designed to attract, retain, and motivate key employees. Currently, the fair value is recognized as an expense over the vesting period of the award. Option awards are generally granted with an exercise price equal to the fair market value of the Company’s stock at the date of grant, vest over a four-year period, and expire after ten years. There are certain situations that may accelerate the vesting or termination of all outstanding options, such as a change in control. As of September 30, 2025, 854,042 shares were available for grant. The compensation expenses related to incentive units is included in general and administrative expenses with a corresponding increase to additional paid-in-capital.

ARRIVE AI INC.

NOTES TO FINANCIAL STATEMENTS (Continued)

17.

EQUITY INCENTIVE PLAN (Continued)

The following table summarizes the options outstanding as of September 30, 2025:

SCHEDULE OF SHARE OPTIONS OUTSTANDING

	Share Options Outstanding			Weighted Average Exercise Price		Weighted Average Grant Date Fair Value		Weighted Average Remaining Contractual Term (years)		Aggregate Intrinsic Value

BALANCE, DECEMBER 31, 2024		614,704		$	0.80	$	10.88		8.87	$	7,322,656

Granted		-			-		-		-		-
Exercised		(1,251	)		0.76		10.30		-		-
Canceled/Expired		(4,135	)		0.76		11.69		-		-

BALANCE, SEPTEMBER 30, 2025		609,318		$	0.80	$	10.87		8.12	$	1,731,782

EXERCISABLE, SEPTEMBER 30, 2025		226,590		$	0.80	$	10.87		8.12	$	643,211

The following table summarizes the nonvested share options for the nine months ended September 30, 2025:

SCHEDULE OF NONVESTED SHARE OPTION

	Nonvested Share Options			Weighted Average Exercise Price		Weighted Average Grant Date Fair Value		Weighted Average Remaining Contractual Term (years)		Aggregate Intrinsic Value

BALANCE, DECEMBER 31, 2024		452,875		$	0.80	$	10.89		8.88	$	5,396,007

Vested		(66,737	)		0.79		10.92		8.15		190,042
Canceled/Expired		(3,079	)		0.76		12.38		-		-

BALANCE, SEPTEMBER 30, 2025		382,729		$	0.80	$	10.87		8.13	$	1,088,571

The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying share options and the closing stock price of $3.64 for the Company’s common shares on September 30, 2025 and the closing stock price of $12.71 for the Company’s common shares on December 31, 2024.

ARRIVE AI INC.

NOTES TO FINANCIAL STATEMENTS (Continued)

17.

EQUITY INCENTIVE PLAN (Continued)

There were no options granted during the nine months ended September 30, 2025. As of September 30, 2025, there was $4,161,913 unrecognized compensation expense related to nonvested stock options to be recognized through June 30, 2028. Total compensation expense related to stock options during the three and nine months ended September 30, 2025 and September 30, 2024 was $268,191 and $757,957 and $270,011 and $732,293, respectively. During the nine months ended September 30, 2025 there were 1,251 options exercised in a cashless exchange for 773 shares.

Additionally, fully vested stock awards of 2,264 and 35,389 shares were issued under the Plan to employees during the three and nine months ended September 30, 2025 resulting in compensation expense of $20,942 and $541,567, respectively.

SEGMENT REPORTING (Details Narrative)	3 Months Ended		9 Months Ended
SEGMENT REPORTING (Details Narrative)	Sep. 30, 2025 USD ($)	Sep. 30, 2024 USD ($)	Sep. 30, 2025 USD ($) Segments	Sep. 30, 2024 USD ($)
Revenue, Major Customer [Line Items]
Number of operating segments			1
Number of reportable segments			1
Revenue \| $	$ 7,450		$ 98,175
Revenue Benchmark [Member] \| Customer Concentration Risk [Member] \| One Customer [Member]
Revenue, Major Customer [Line Items]
Concentration risk percentage			10.00%
UNITED STATES \| Revenue Benchmark [Member] \| Geographic Concentration Risk [Member]
Revenue, Major Customer [Line Items]
Concentration risk percentage	100.00%		100.00%

SCHEDULE OF VALUATION INPUTS AND BASIS OF SIGNIFICANT ASSUMPTIONS (Details)	Sep. 30, 2025 $ / shares	Jun. 30, 2025 $ / shares	Mar. 21, 2025 $ / shares
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
AssumedInstrumentTerm	3 years	3 years
Measurement Input, Share Price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability measurement input	3.64	11.68
Measurement Input, Option Volatility [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability measurement input	145	135
Measurement Input, Risk Free Interest Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability measurement input	3.58	3.65
Measurement Input, Expected Term [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Term	3 years
Measurement Input, Expected Term [Member] \| Conversion Dates [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Term	3 years
Measurement Input, Discount Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability measurement input	26.00	28.93
Convertible Note 1 [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
AssumedInstrumentTerm			3 years
Convertible Note 1 [Member] \| Measurement Input, Share Price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability measurement input			13.25
Convertible Note 1 [Member] \| Measurement Input, Share Price [Member] \| Minimum [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability measurement input	3.18
Convertible Note 1 [Member] \| Measurement Input, Share Price [Member] \| Maximum [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability measurement input	6.78
Convertible Note 1 [Member] \| Measurement Input, Option Volatility [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability measurement input			135
Convertible Note 1 [Member] \| Measurement Input, Option Volatility [Member] \| Minimum [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability measurement input	130
Convertible Note 1 [Member] \| Measurement Input, Option Volatility [Member] \| Maximum [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability measurement input	155
Convertible Note 1 [Member] \| Measurement Input, Risk Free Interest Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability measurement input			3.91
Convertible Note 1 [Member] \| Measurement Input, Risk Free Interest Rate [Member] \| Minimum [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability measurement input	3.45
Convertible Note 1 [Member] \| Measurement Input, Risk Free Interest Rate [Member] \| Maximum [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability measurement input	3.68
Convertible Note 1 [Member] \| Measurement Input, Expected Term [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
AssumedInstrumentTerm	3 years
Convertible Note 1 [Member] \| Measurement Input, Discount Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability measurement input			25.72
Convertible Note 1 [Member] \| Measurement Input, Discount Rate [Member] \| Minimum [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability measurement input	25.66
Convertible Note 1 [Member] \| Measurement Input, Discount Rate [Member] \| Maximum [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability measurement input	28.69
Convertible Note 2 [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
AssumedInstrumentTerm			3 years
Convertible Note 2 [Member] \| Measurement Input, Share Price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability measurement input	3.45		6.78
Convertible Note 2 [Member] \| Measurement Input, Option Volatility [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability measurement input	145		130
Convertible Note 2 [Member] \| Measurement Input, Risk Free Interest Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability measurement input	3.54		3.68
Convertible Note 2 [Member] \| Measurement Input, Expected Term [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
AssumedInstrumentTerm	3 years
Convertible Note 2 [Member] \| Measurement Input, Discount Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability measurement input	25.91		28.69

RELATED-PARTY TRANSACTIONS

9 Months Ended

Sep. 30, 2025

RELATED-PARTY TRANSACTIONS

14.

RELATED-PARTY TRANSACTIONS

On May 26, 2020, the Company entered into a three year agreement with a stockholder of the Company for the use of a patent. Beginning June 1, 2020, the Company began paying the stockholder a monthly license fee of $10,000. Once revenue from sales, rentals, and leases begins, the Company is required to pay $25.00 per unit sold. If the Company does not sell 400 units per month (or $10,000), the original fixed $10,000 is paid. Accordingly, for the three and nine months ended September 30, 2025 and 2024, the Company recorded licensing fee costs in the amount of $30,000 and $90,000 each period, respectively.

ARRIVE AI INC.

NOTES TO FINANCIAL STATEMENTS (Continued)

14.

RELATED-PARTY TRANSACTIONS (Continued)

On March 10, 2025, the Company entered into the second amendment to the Exclusive Patent License Agreement of May 26, 2020. The Second Amendment extends the license to perpetuity, covering the full term and life of the patents, and cures in the event of default. The Second Amendment also removes prior restrictions on the Company’s use, sale, or commercialization of the technology after termination, permitting the sale of remaining inventory for up to 90 days post-termination, provided all required reports and payments are made under the Agreement.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-2

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-5

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-6

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(g)(3))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(c))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(e))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/850/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-6

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

+ Details

PATENTS, NET (Tables)

9 Months Ended

Sep. 30, 2025

Goodwill and Intangible Assets Disclosure [Abstract]

SCHEDULE OF PATENTS

Patents consist of the following:

SCHEDULE OF PATENTS

	September 30, 2025			December 31, 2024

Patents	$	274,700		$	274,700
Less: accumulated amortization		(1,786	)		(1,099	)

TOTAL PATENTS	$	272,914		$	273,601

GOING CONCERN (AS RESTATED)

9 Months Ended

Sep. 30, 2025

Organization, Consolidation and Presentation of Financial Statements [Abstract]

GOING CONCERN (AS RESTATED)

4.	GOING CONCERN (AS RESTATED)

The Company’s financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The financial statements do not include any adjustment relating to recoverability and classification of recorded amounts of assets and liabilities that might be necessary if the Company is unable to continue as a going concern.

The Company has a minimum cash balance available for payment of ongoing operating expenses. As of September 30, 2025, the Company has an accumulated deficit of $26,014,999 and a net loss for the current period of $10,094,444. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of twelve months from the issuance date of this report.

The Company’s continued existence is dependent upon its ability to continue to execute its operating plan and to obtain additional debt or equity financing. There can be no assurance that the necessary debt or equity financing will be available or will be available on terms acceptable to the Company. These financial statements do not include any adjustments that might result from the Company’s inability to continue as a going concern

STOCKHOLDERS’ EQUITY (AS RESTATED) (Details Narrative) - USD ($)				3 Months Ended				9 Months Ended
	Mar. 21, 2025	Nov. 25, 2024	Sep. 15, 2021	Sep. 30, 2025	Jun. 30, 2025	Mar. 31, 2025	Mar. 31, 2024	Sep. 30, 2025	Sep. 08, 2025	Dec. 31, 2024	Apr. 30, 2020
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock, shares authorized		200,000,000	200,000,000	200,000,000				200,000,000		200,000,000	100,000,000
Common stock, par value		$ 0.0002	$ 0.00005	$ 0.0002				$ 0.0002		$ 0.0002	$ 0.0001
Reverse stock split		1-for-4	2-for-1
Number of shares issued, value				$ 3,696	$ 23,608	$ 420,752	$ 774,358
Number of shares issued, average per share				$ 3.64				$ 3.64		$ 12.71
[custom:StockIssuedDuringPeriodSharesWarrantsExercised]								120,820
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested, Number of Shares								66,737
Conversion of shares issued								1,207,355
Number of shares conversion, value				$ 4,533,980				$ 4,125,000
2023 Equity Incentive Plan [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested, Number of Shares								773
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested in Period, Fair Value								$ 9,269
Streeterville Capital LLC [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of shares issued, shares								62,500
Number of shares issued, value								$ 828,125
Investor [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of shares issued, shares								11,692
Number of shares issued, value								$ 152,000
Number of shares issued, average per share				$ 13.00				$ 13.00
Investor [Member] \| Securities Purchase Agreement [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of shares issued, shares								2,937,500
Number of shares issued, value								$ 588
Other Investors [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of shares issued, shares								25,693
Number of shares issued, value								$ 291,773
Number of shares issued, average per share				11.50				$ 11.50
Employees and Consultants [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of shares issued, average per share				13.00				$ 13.00
Number of shares issued with stock awards								84,874
Stock Issued During Period, Value, Restricted Stock Award, Gross								$ 1,103,362
Employees or Consultants [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of shares issued with stock awards								35,389
Number of shares issued, value								$ 451,567
Consultant [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of shares issued, average per share				13.00				$ 13.00
Number of shares issued with stock awards								532,913
Number of shares issued, value								$ 6,927,869
Consultant One [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of shares issued, shares								92,673
Number of shares issued, value								$ 1,204,737
Number of shares issued, average per share				$ 13.00				$ 13.00
Common Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Shares issued								5,112,182
Number of shares issued, shares					2,941,039	33,846	75,343
Number of shares issued, value					$ 589	$ 6	$ 15
[custom:StockIssuedDuringPeriodSharesWarrantsExercised]					58,320	62,500
Conversion of shares issued				1,207,355
Number of shares conversion, value				$ 241
Stock repurchase				$ 9,925,000				$ 9,925,000	$ 10,000,000
Common Stock [Member] \| Securities Purchase Agreement [Member] \| Streeterville Capital LLC [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of shares issued, shares	2,937,500
Number of shares issued, value	$ 588
Warrant [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of shares issued, shares								120,820
Number of shares issued, value								$ 573,895
Warrant [Member] \| Investor [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
[custom:StockIssuedDuringPeriodSharesDeemed]								7,692

SCHEDULE OF PATENTS (Details) - USD ($)	Sep. 30, 2025	Dec. 31, 2024
Goodwill and Intangible Assets Disclosure [Abstract]
Patents	$ 274,700	$ 274,700
Less: accumulated amortization	(1,786)	(1,099)
TOTAL PATENTS	$ 272,914	$ 273,601

WARRANTS (Details Narrative) - $ / shares	Sep. 30, 2025	Dec. 31, 2024
Warrants
Stock price	$ 3.64	$ 12.71

SCHEDULE OF NOTES PAYABLE (Details) - USD ($)	Sep. 30, 2025	Dec. 31, 2024
Debt Disclosure [Abstract]
Vehicle note payable for $40,248 with monthly installment payments of $799, including interest at 6.99% per annum. The loan is collateralized by the respective vehicle and is due in February 2027.	$ 12,745	$ 19,082
Less current portion	(8,982)	(8,524)
LONG-TERM PORTION	$ 3,763	$ 10,558

SCHEDULE OF NOTES PAYABLE (Details) (Parenthetical)	9 Months Ended
SCHEDULE OF NOTES PAYABLE (Details) (Parenthetical)	Sep. 30, 2025 USD ($)
Short-Term Debt [Line Items]
Vehicle note payable, interest rate	8.00%
Vehicle Note Payable [Member]
Short-Term Debt [Line Items]
Vehicle note payable	$ 40,248
Vehicle note payable, monthly installments	$ 799
Vehicle note payable, interest rate	6.99%

Condensed Balance Sheets - USD ($)	Sep. 30, 2025	Dec. 31, 2024
CURRENT ASSETS
Cash	$ 816,715	$ 129,318
Accounts receivable	4,900
Prepaid expenses	164,777	55,867
Deferred offering costs		427,898
Investments at fair value	1,918,995
Other current assets	721	4,179
Total current assets	2,906,108	617,262
LONG-TERM ASSETS
Property and equipment, net	152,915	95,425
Right of use assets - operating leases	73,041
Patents, net	272,914	273,601
Deferred offering costs, net of current portion	6,302,586
Security deposit	1,500	1,500
Long-term assets	6,802,956	370,526
TOTAL ASSETS	9,709,064	987,788
CURRENT LIABILITIES
Accounts payable	707,100	1,868,689
Accrued liabilities	205,398	79,556
Credit card payable	8,574	3,636
Current portion of operating lease liability	38,041
Convertible note payable, net of discount and debt issuance costs of $2,522,944 and $118,290, respectively	1,883,766
Derivative liabilities	1,140,000
Current portion of note payable	8,982	8,524
Total current liabilities	3,991,861	1,960,405
NONCURRENT LIABILITIES
Noncurrent portion of operating lease liability	35,000
Note payables, net of current portion	3,763	10,558
Total liabilities	4,030,624	1,970,963
Commitments and Contingencies (See Note 13)
STOCKHOLDERS’ EQUITY (DEFICIT)
Common stock, $0.0002 par value, 200,000,000 shares authorized, 34,233,087 issued and 34,213,387 outstanding at September 30, 2025, and 29,120,905 issued and outstanding at December 31, 2024	6,845	5,822
Treasury stock, at cost, 19,700 shares as of September 30, 2025	(74,743)
Additional paid-in capital	31,761,337	14,984,561
Subscription receivable		(53,003)
Accumulated deficit	(26,014,999)	(15,920,555)
Total stockholders’ equity (deficit)	5,678,440	(983,175)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)	$ 9,709,064	$ 987,788

SCHEDULE OF FAIR VALUE REMEASUREMENT OF THE DERIVATIVE LIABILITY (Details) - USD ($)	9 Months Ended
	Sep. 30, 2025	Sep. 30, 2024
Short-Term Debt [Line Items]
Debt Instrument, Face Amount	$ 8,650,000
[custom:DebtInstrumentOriginalIssueDiscount-0]	(650,000)
Proceeds from Convertible Debt	8,000,000
[custom:DebtIssuanceCostsContraLiability]	(213,387)
[custom:DerivativeDiscount]	(3,960,000)
[custom:CommitmentSharesDiscount]	(828,125)
[custom:InitialHostCarryingValue]	$ 2,998,488
Convertible Note 1 [Member]
Short-Term Debt [Line Items]
IssuanceDate	May 15, 2025
Debt Instrument, Face Amount	$ 4,330,000
[custom:DebtInstrumentOriginalIssueDiscount-0]	(330,000)
Proceeds from Convertible Debt	4,000,000
[custom:DebtIssuanceCostsContraLiability]	(75,987)
[custom:DerivativeDiscount]	(2,250,000)
[custom:CommitmentSharesDiscount]	(828,125)
[custom:InitialHostCarryingValue]	$ 845,888
Convertible Note 2 [Member]
Short-Term Debt [Line Items]
IssuanceDate	Aug. 11, 2025
Debt Instrument, Face Amount	$ 4,320,000
[custom:DebtInstrumentOriginalIssueDiscount-0]	(320,000)
Proceeds from Convertible Debt	4,000,000
[custom:DebtIssuanceCostsContraLiability]	(137,400)
[custom:DerivativeDiscount]	(1,710,000)
[custom:CommitmentSharesDiscount]
[custom:InitialHostCarryingValue]	$ 2,152,600

SCHEDULE OF NONVESTED SHARE OPTION (Details) - USD ($)	9 Months Ended	12 Months Ended
SCHEDULE OF NONVESTED SHARE OPTION (Details) - USD ($)	Sep. 30, 2025	Dec. 31, 2024
Equity Incentive Plan
Number of nonvested share options	452,875
Weighted average exercise price	$ 0.80
Weighted average grant date fair value	$ 10.89
Weighted average remaining contractual life years	8 years 1 month 17 days	8 years 10 months 17 days
Aggregate intrinsic value	$ 5,396,007
Nonvested share options, vested	(66,737)
Weighted average grant date fair value, vested	$ 0.79
Weighted average grant date fair value, vested	$ 10.92
Weighted average remaining contractual life years, vested	8 years 1 month 24 days
Aggregate intrinsic value, value	$ 190,042
Nonvested share options, canceled/expired	(3,079)
Weighted average grant date fair value, canceled/expired	$ 0.76
Weighted average grant date fair value, canceled/expired	$ 12.38
Number of nonvested share options	382,729	452,875
Weighted average exercise price	$ 0.80	$ 0.80
Weighted average grant date fair value	$ 10.87	$ 10.89
Aggregate intrinsic value	$ 1,088,571	$ 5,396,007

Condensed Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2025	Sep. 30, 2024	Sep. 30, 2025	Sep. 30, 2024
Income Statement [Abstract]
REVENUE	$ 7,450		$ 98,175
OPERATING EXPENSES
General and administrative	1,370,346	791,639	6,739,384	2,395,881
Research and development	179,854	7,940	564,585	548,879
Sales and marketing	107,530	28,414	164,793	281,160
Total operating expenses	1,657,730	827,993	7,468,762	3,225,920
OTHER INCOME (EXPENSES)
Other income	23,388	5,434	83,454	29,523
Interest expense and bank charges	(283,586)	(1,192)	(452,843)	(3,209)
Change in fair value of derivative liabilities	896,266		1,086,266
Amortization of debt discount	(88,295)		(116,033)
Loss on conversion of convertible notes payable	(3,295,072)		(3,295,072)
Realized gain on investments	46,491		46,491
Unrealized loss on investments	(76,120)		(76,120)
Total other income (expenses)	(2,776,928)	4,242	(2,723,857)	26,314
NET LOSS BEFORE TAXES	(4,427,208)	(823,751)	(10,094,444)	(3,199,606)
PROVISION FOR INCOME TAXES
NET LOSS	$ (4,427,208)	$ (823,751)	$ (10,094,444)	$ (3,199,606)
NET LOSS PER SHARE:
Earnings Per Share, Diluted	$ (0.13)	$ (0.03)	$ (0.32)	$ (0.11)
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING:
Weighted Average Number of Shares Outstanding, Diluted	33,245,510	29,000,241	31,515,121	28,935,738

DEFERRED OFFERING COSTS

9 Months Ended

Sep. 30, 2025

Deferred Offering Costs

DEFERRED OFFERING COSTS

8.	LEASES

The Company leases ground robots from a third-party, which are implemented in customer solutions. The robots are used on delivery routes to transport goods between Arrive Point units.

At the inception of a contract, the Company assesses whether the contract is, or contains, a lease. The Company’s assessment is based on: (1) whether the contract involves the use of a distinct identified asset, (2) whether the Company obtains the right to substantially all the economic benefit from the use of the asset throughout the term, and (3) whether the Company has the right to direct the use of the asset. The Company allocates the consideration in the contract to each lease and non-lease component based on the component’s relative stand-alone price to determine the lease payments. Lease and non-lease components are accounted for separately.

Leases are classified as either finance leases or operating leases based on criteria in Topic 842. The Company has operating leases which are generally comprised of distinctly identified assets (ground robots) whereby the Company derives all economic benefits through customer contracts for use of the service through the term of the contract. The Company may elect to purchase the assets for a residual value at the end of the lease term.

At lease commencement, the Company records a lease liability equal to the present value of the remaining lease payments, discounted using the rate implicit in the lease or, if that rate cannot be readily determined, the Company’s incremental borrowing rate. A corresponding right-of-use asset (“ROU asset”) is recorded, measured based on the initial measurement of the lease liability. ROU assets also include any lease payments made and exclude lease incentives. Lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option.

Lease expense for operating leases, consisting of lease payments, is recognized on a straight-line basis over the lease term. Included in lease expense are any variable lease payments incurred in the period that were not included in the initial lease liability. Lease expense for finance leases consists of the amortization of the ROU asset on a straight-line basis over the shorter of the useful life of the asset or the lease term, and interest expense is calculated using the effective interest rate method.

The following is a summary of the lease cost recognized in the Company’s consolidated statement of operations:

SCHEDULE OF LEASE COST

Operating Leases	Three months ended September 30, 2025		Nine months ended September 30, 2025
Lease cost in general and administrative expense
Operating lease expense	$	8,195	$	8,195
Total lease cost in general and administrative expense	$	8,195	$	8,195

ARRIVE AI INC.

NOTES TO FINANCIAL STATEMENTS (Continued)

8.	LEASES (Continued)

The following is a summary of the impact of the Company’s leases on the statements of cash flows:

	Three months ended September 30, 2025		Nine months ended September 30, 2025
Leasing activity in cash flows from operating activities
Operating leases	$	12,600	$	12,600
Total leasing activity in cash flows from operating activities	$	12,600	$	12,600

The weighted-average remaining lease term in years and weighted-average discount rate for operating leases at September 30, 2025 is 1.75 and 23.70%.

The future minimum lease payments required under the Company’s leases as of September 30, 2025 are as follows:


Future minimum lease payments
2025	$	50,400
2026		37,800
Total future minimum lease payments		88,200
Less: Amount representing interest		(15,159	)
Present value of lease liabilities		73,041
Less: current portion		(38,041	)
Long-term portion	$	35,000

9.	DEFERRED OFFERING COSTS

Pursuant to ASC 340-10-S99-1, costs directly attributable to an offering of equity securities are deferred and would be charged against the gross proceeds of the offering. Deferred offering costs consist of underwriting, legal, accounting, and other expenses incurred through the balance sheet date that are directly related to the proposed public offering. The Company’s registration statement was declared effective and the stock began trading on May 15, 2025. During the three months ended March 31, 2025, the Company issued 532,913 shares of common stock in exchange for investment banking advisory services with a fair value of $6,927,869, which was recorded as deferred offering costs. During the six months ended June 30, 2025, the Company recorded an additional $698,570 for filing and legal fees related to the transaction. As of September 30, 2025, $1,741,750 of the deferred offering costs have been recorded as a reduction of the proceeds, in proportion to the funds received from the offering, which were recognized in additional paid-in capital.

ARRIVE AI INC.

NOTES TO FINANCIAL STATEMENTS (Continued)

PROPERTY AND EQUIPMENT

9 Months Ended

Sep. 30, 2025

Fair Value Disclosures [Abstract]

PROPERTY AND EQUIPMENT

5.	FAIR VALUE MEASUREMENTS (AS RESTATED)

The Company accounts for fair value measurements in accordance with ASC 820, which defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 establishes a three-level hierarchy for inputs used in measuring fair value:

	●	Level 1 — Quoted prices in active markets for identical assets or liabilities

	●	Level 2 — Observable inputs other than quoted prices included in Level 1

	●	Level 3 — Unobservable inputs supported by little or no market activity

The Company measures its bifurcated derivative liabilities associated with its convertible notes at fair value on a recurring basis, see NOTE 12. These instruments are classified within Level 3 of the fair value hierarchy because their valuation relies on significant unobservable inputs, including expected equity volatility, expected term, and debt discount rates.

The following table presents the Company’s financial liabilities measured at fair value on a recurring basis:

Description	Level		September 30, 2025
Investments at fair value		1	$	1,918,995
Derivative liabilities		3	$	1,140,000

The carrying amounts of cash, accounts receivable, accounts payable, and accrued liabilities approximate fair value due to their short-term nature.

Derivative Liabilities

In connection with the convertible notes issued under the Securities Purchase Agreement with Streeterville Capital, LLC, as described in NOTE 12, the Company bifurcated the embedded conversion feature from each note and recognized it as a derivative liability under ASC 815. Each derivative liability is initially recognized at fair value on the issuance date of the respective convertible note and is subsequently remeasured at fair value at each reporting date and each conversion date. Changes in fair value are recognized in the statement of operations.

The Company estimates the fair value of each derivative liability using a Monte Carlo simulation model, which simulates a large number of potential stock price paths and computes the expected present value of the conversion payoff under each path.

ARRIVE AI INC.

NOTES TO FINANCIAL STATEMENTS (Continued)

5.	FAIR VALUE MEASUREMENTS (AS RESTATED) (Continued)

Valuation Inputs and Basis of Significant Assumptions

The following inputs were used in the Monte Carlo simulation at each instrument inception measurement date:

Input	Derivative 1 (Convertible Note 1)			Derivative 2 (Convertible Note 2)
Assumed instrument term		3.0 years			3.0 years
Stock price	$	13.25		$	6.78
Selected equity volatility		135	%		130	%
Risk-free rate (continuous compounded, 3-year)		3.91	%		3.68	%
Debt discount rate (3-year)		25.72	%		28.69	%

The following inputs were used in the Monte Carlo simulation to remeasure the derivative liabilities at each reporting date:

Input	6/30/2025			9/30/2025
Assumed instrument term		3.0 years			3.0 years
Stock price	$	11.68		$	3.64
Selected equity volatility		135	%		145	%
Risk-free rate (continuous compounded, 3-year)		3.65	%		3.58	%
Debt discount rate (3-year)		28.93	%		26.00	%

The following range of inputs were used in the Monte Carlo simulation to remeasure the derivative liabilities at conversion dates (derivatives with multiple conversions are presented with the range of inputs):

Input	Derivative 1 (Convertible Note 1)		Derivative 2 (Convertible Note 2)
Assumed instrument term		3.0 years		3.0 years
Stock price		$3.18-6.78	$	3.45
Selected equity volatility		130-155%		145	%
Risk-free rate (continuous, 3-year)		3.45-3.68%		3.54	%
Debt discount rate (3-year)		25.66-28.69%		25.91	%

As described in NOTE 12, the convertible notes have no stated maturity. The Company estimated an expected term of three years based on the timing of expected draws from the SPA, the economic structure of the SPA, the conversion mechanics, and its assessment of expected noteholder conversion behavior. This estimate is reassessed at each remeasurement date.

In the above table, the Company disclosed a range of closing day stock prices, historical volatilities, risk-free rates, and debt discount rates used as model inputs for conversion calculations, if the note had multiple conversions during the period. Convertible Note 1 had multiple conversions, which fell on the following dates: August 11, 2025, August 25, 2025, August 29, 2025, September 9, 2025, and September 17, 2025. Convertible Note 2 had one conversion on September 23, 2025.

The Company estimated expected equity volatility using the historical volatility of a peer group of comparable-stage companies operating in the autonomous vehicle, robotics, and AI/logistics technology industries, supplemented by the Company’s own limited trading history.

The risk-free rate was derived from the continuously compounded yield on U.S. Treasury securities with a remaining term approximately equal to the assumed instrument term, observed as of each measurement date.

ARRIVE AI INC.

NOTES TO FINANCIAL STATEMENTS (Continued)

5.	FAIR VALUE MEASUREMENTS (AS RESTATED) (Continued)

The debt discount rate represents the Company’s estimated cost of non-convertible debt with terms comparable to the convertible notes. This rate was calibrated using observable market data for similarly situated issuers in the Company’s industry and credit profile, adjusted for the specific terms of the SPA.

Sensitivity of Level 3 Fair Value Measurements

Because the derivative liabilities are valued using significant unobservable inputs, their fair value measurements are classified within Level 3. Changes in those inputs can have a material effect on the reported fair value. The table below describes the directional sensitivity of the derivative liability fair value to changes in the most significant unobservable inputs, holding all other inputs constant:

Input	Direction of Change	Effect on Fair Value
Equity volatility	Increase (decrease)	Increase (decrease)
Expected term	Increase (decrease)	Increase (decrease)
Debt discount rate	Increase (decrease)	Decrease (increase)
Stock price	Increase (decrease)	Increase (decrease)

Equity volatility is the most significant unobservable input. The conversion feature has an asymmetric payoff structure (the noteholder benefits from lower stock prices that produce a lower conversion price under the Lookback Formula, subject to the $0.25 floor), and higher volatility generally increases the expected value of that optionality. A hypothetical 10 percentage point increase or decrease in assumed volatility, holding other inputs constant, would result in a directionally significant change in the fair value of the derivative liabilities; however, the magnitude of such change depends on the then-current stock price relative to the conversion price range and cannot be quantified without reference to the applicable simulation outputs. Management considers the volatility assumption to be the key source of estimation uncertainty in the Level 3 measurement.

Expected term affects the number of simulated conversion opportunities and the present value weighting of simulated payoffs; a longer term increases the value of the conversion optionality. Debt discount rate affects the discount applied to the simulated payoffs; a higher rate reduces present value.

The interrelationship between equity volatility and stock price should also be noted: at lower stock prices, the conversion discount embedded in the Lookback Formula produces larger absolute payoffs per share for the noteholder, and higher volatility amplifies this effect. The $0.25 floor price limits downside exposure in scenarios where the stock price falls significantly.

Derivative Liabilities Roll-Forward

The following table provides a reconciliation of the derivative liabilities measured at fair value using Level 3 inputs for the year ended December 31, 2025:

	Convertible Note 1			Convertible Note 2			Total
Balance at January 1, 2025	$	—		$	—		$	—
Derivative liabilities recognized upon issuance of convertible note payable at fair value		2,250,000			—			2,250,000
Change in fair value — period-end remeasurement (June 30, 2025)		(190,000	)		—			(190,000	)
Balance on June 30, 2025		2,060,000			—			2,060,000
Balance		2,060,000			—			2,060,000
Derivative liabilities recognized upon issuance of convertible note payable at fair value		—			1,710,000			1,710,000
Reclassification of derivative liabilities upon conversion of convertible notes payable		(1,427,021	)		(306,713	)		(1,733,734	)
Change in fair value of derivative liabilities – conversion remeasurement		(424,642	)		(650,000	)		(1,074,642	)
Change in fair value — period-end remeasurement (September 30, 2025)		161,663			16,713			178,376
BALANCE AT SEPTEMBER 30, 2025	$	370,000		$	770,000		$	1,140,000
Balance		370,000			770,000			1,140,000

The total net change in fair value of derivative liabilities recognized in the statement of operations for the three and nine months ended September 30, 2025, was a gain of $896,266 and $1,086,266, respectively, presented within “Change in fair value of derivative liabilities” in the accompanying statement of operations. There was no comparable activity during the year ended December 31, 2024.

ARRIVE AI INC.

NOTES TO FINANCIAL STATEMENTS (Continued)

5.	FAIR VALUE MEASUREMENTS (AS RESTATED) (Continued)

Amounts reclassified upon conversion represent the fair value of the pro-rata portion of each derivative liability, remeasured as of the applicable conversion date and derecognized in connection with the settlement of the related converted principal. The change in fair value through the conversion date is included in “Change in fair value of derivative liabilities - conversion remeasurement” in the table above. For a description of the full conversion accounting policy, including the treatment of the host debt component upon conversion, see NOTE 12.

Investments

During the nine months ended September 30, 2025, the Company held exchange-traded equity securities and written call options that were measured at fair value on a recurring basis and classified within Level 1 of the fair value hierarchy.

6.	PROPERTY AND EQUIPMENT

Property and equipment consist of the following:

SCHEDULE OF PROPERTY AND EQUIPMENT

	September 30, 2025			December 31, 2024

Vehicles	$	94,751		$	58,443
Equipment		115,784			50,000
Construction in progress		23,914			38,155

Total property and equipment		234,449			146,598
Less: accumulated depreciation		(81,534	)		(51,173	)

TOTAL PROPERTY AND EQUIPMENT, NET	$	152,915		$	95,425

For the three and nine months ended September 30, 2025 and 2024, total depreciation expense was $13,695 and $30,360 and $7,089 and $21,215, respectively.

WARRANTS

9 Months Ended

Sep. 30, 2025

Warrants

WARRANTS

16.

WARRANTS

The following table summarizes the warrants outstanding as of September 30, 2025:

SCHEDULE OF WARRANTS OUTSTANDING

	Warrants Outstanding			Weighted Average Exercise Price		Weighted Average Grant Date Fair Value		Weighted Average Remaining Contractual Term (years)		Aggregate Intrinsic Value

BALANCE, DECEMBER 31, 2024		227,549		$	10.08	$	4.76		0.97	$	598,996

Granted		7,692			11.00		8.55		3.45		-
Exercised		(120,820	)		9.52		3.87		-		-
Cancelled/Expired		(6,680	)		9.52		3.90		-		-

BALANCE, SEPTEMBER 30, 2025		107,741		$	10.80	$	6.09		1.27	$	-

The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying warrants and the closing stock price of $3.64 for the Company’s common shares on September 30, 2025 and the closing stock price of $12.71 for the Company’s common shares on December 31, 2024.

CONVERTIBLE NOTES PAYABLE (AS RESTATED) (Details Narrative)		3 Months Ended				9 Months Ended
	Mar. 21, 2025 USD ($) $ / shares shares	Sep. 30, 2025 USD ($) $ / shares	Jun. 30, 2025 USD ($) shares	Mar. 31, 2025 USD ($) shares	Mar. 31, 2024 USD ($) shares	Sep. 30, 2025 USD ($) $ / shares shares	Sep. 30, 2024 USD ($)	Dec. 31, 2024 $ / shares
Proceeds from notes payable						$ 480,000
Face amount		$ 8,650,000				$ 8,650,000
Interest rate		8.00%				8.00%
Share price \| $ / shares		$ 3.64				$ 3.64		$ 12.71
Number of shares purchased, value		$ 3,696	$ 23,608	$ 420,752	$ 774,358
Note issuance, description						The initial host carrying value for each note represents the cash proceeds received, reduced by (i) the original issue discount (“OID”) of approximately 8% of the principal proceeds, (ii) the fair value of the bifurcated derivative liabilities at issuance, (iii) the portion of debt issuance costs of 6% that are allocated to the host debt instrument, as described below, and (iv) the fair value of 62,500 shares of common stock issued by the company as a commitment fee.
Percentage of debt issuance cost						0.06
Debt issuance cost						$ 266,613
Payments of debt issuance costs						480,000
Contra-liability		213,387				213,387
Convertible Note 1 [Member]
Proceeds from notes payable						240,000
Face amount		4,330,000				4,330,000
Convertible Note 2 [Member]
Proceeds from notes payable						240,000
Face amount		4,320,000				$ 4,320,000
Common Stock [Member]
Number of shares purchased \| shares			2,941,039	33,846	75,343
Number of shares purchased, value			$ 589	$ 6	$ 15
Streeterville Capital LLC [Member]
Number of shares purchased \| shares						62,500
Number of shares purchased, value						$ 828,125
Streeterville Capital LLC [Member] \| Securities Purchase Agreement [Member]
Maturity date	May 15, 2025
Convertible notes payable	$ 40,000,000
Proceeds from notes payable						8,000,000
Face amount		8,650,000				8,650,000
Remaining undrawn capacity		$ 32,000,000				$ 32,000,000
Interest rate		8.00%				8.00%
Streeterville Capital LLC [Member] \| Securities Purchase Agreement [Member] \| Common Stock [Member]
Number of shares purchased \| shares	2,937,500
Share price \| $ / shares	$ 0.0002
Number of shares purchased, value	$ 588

SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	3 Months Ended		4 Months Ended	9 Months Ended
	Sep. 30, 2025	Sep. 30, 2024	May 15, 2025	Sep. 30, 2025	Sep. 30, 2024	Jan. 01, 2025	Dec. 31, 2024
SignificantAccountingPoliciesLineItems [Line Items]
Uninsured cash balance	$ 541,775			$ 541,775			$ 0
Useful life	20 years			20 years
Impairment loss of long-lived assets				$ 10,541	$ 0
Revenue	$ 7,450			$ 98,175
Repurchase of common stock, shares				19,700
Repurchase of common stock, value	74,743			$ 74,743
Offering costs	0			7,626,439
Gross proceeds				9,037,007
Debt instrument face amount	8,650,000			8,650,000
Crowdfunding offering				387,007
Deferred offering costs	869,868			1,741,750
Crowdfunding offering costs	1,471			91,543
Research and development	179,854	7,940		564,585	548,879
Marketing expense	$ 107,530	28,414		$ 164,793	281,160
Share price			$ 13.00
Share price	$ 3.64			$ 3.64			$ 12.71
Income tax benefit
Unrecognized tax benefits	0			0		$ 0
Accrual for uncertain tax positions	$ 0			$ 0
Treasury Stock, Common [Member]
SignificantAccountingPoliciesLineItems [Line Items]
Repurchase of common stock, shares	19,700			19,700
Repurchase of common stock, value	$ 74,743			$ 74,743

STOCKHOLDERS’ EQUITY (AS RESTATED) (Tables)

9 Months Ended

Sep. 30, 2025

Equity [Abstract]

SCHEDULE OF SHARES REPURCHASE

The following table sets forth the Company’s share repurchases:

SCHEDULE OF SHARES REPURCHASE

	Three and nine months ended September 30, 2025
Total number of shares repurchased		19,700
Amount repurchased	$	74,743
Average price per share	$	3.79

SCHEDULE OF OTHER INCOME AND EXPENSES RELATED TO THE CONVERTIBLE NOTES (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2025	Sep. 30, 2024	Sep. 30, 2025	Sep. 30, 2024
Convertible Notes Payable
Stated interest at 8% per annum	$ 165,831		$ 165,831
Interest rate stated, percentage	8.00%		8.00%
Accretion of debt discount	$ 88,295		$ 116,033
Accretion of debt issuance costs	6,297		8,153
Loss on conversion of convertible notes payable	$ 3,295,072		$ 3,295,072

SEGMENT REPORTING

9 Months Ended

Sep. 30, 2025

Segment Reporting [Abstract]

SEGMENT REPORTING

3.	SEGMENT REPORTING

The Company’s principal business is described in Note 1. The Company has determined that it operates in a 1single operating and reportable segment. The Company’s Chief Financial Officer is designated as the chief operating decision maker (“CODM”). The CODM evaluates the business as a whole and does not receive discrete financial information for separate business units. The CODM is responsible for evaluating financial results and making resource allocation decisions.

Significant Segment Expenses

The Company considers the following as significant expenses in evaluating its segment performance:

	●	Research and Development: Includes costs related to materials and supplies, prototype hardware development, and third-party consulting costs.

	●	General and Administrative: Includes personnel costs, contractor expenses, and other overhead expenses.

	●	Legal and Professional Fees: Includes the cost of legal services to expand and maintain the Company’s patent portfolio, fees associated with various business transactions, and compliance with regulatory requirements.

Entity-Wide Disclosures

	●	Geographic Revenue Information: For both the three and nine months ended September 30, 2025, 100% of the Company’s net sales were generated in the United States.

	●	Major Customers: The Company has one customer that accounted for 10% or more of total revenue.

The Company did not generate revenue during the three and nine months ended September 30, 2024.

ARRIVE AI INC.

NOTES TO FINANCIAL STATEMENTS (Continued)

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 21
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Pay vs Performance Disclosure - USD ($)	3 Months Ended						9 Months Ended
Pay vs Performance Disclosure - USD ($)	Sep. 30, 2025	Jun. 30, 2025	Mar. 31, 2025	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2025	Sep. 30, 2024
Pay vs Performance Disclosure [Table]
Net Income (Loss)	$ (4,427,208)	$ (3,689,071)	$ (1,978,165)	$ (823,751)	$ (1,459,102)	$ (916,753)	$ (10,094,444)	$ (3,199,606)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

+ Details

Condensed Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2025	Sep. 30, 2024
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (10,094,444)	$ (3,199,606)
Adjustments to reconcile net loss to net cash used in operating activities
Stock-based compensation	2,322,155	880,120
Depreciation and amortization	31,048	21,792
Change in fair value of derivative liabilities	(1,086,266)
Loss on extinguishment of convertible note payable	3,295,072
Amortization of discount on convertible debt	116,033
Amortization of issuance costs on convertible debt	274,766
Realized gain on investments	(46,491)
Unrealized depreciation on investments	76,120
Increase (decrease) in
Accounts receivable	(4,900)
Prepaid expenses	(108,910)	(63,407)
Other current assets	3,458
Accounts payable	43,148	408,485
Accrued liabilities	125,842	21,889
Credit card payable	4,938	(28,720)
Net cash used in operating activities	(5,048,431)	(1,959,447)
CASH FLOWS FROM INVESTING ACTIVITIES
Construction in progress	(87,850)
Proceeds from sales of investments	3,018,635
Purchase of investments	(4,967,259)
Net cash used in investing activities	(2,036,474)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of common stock, net	448,056	2,031,682
Purchase of treasury stock	(74,743)
Proceeds from the exercise of warrants, net	573,896
Repayments of note payables	(6,337)	(5,914)
Proceeds from issuance of convertible debt	8,000,000
Debt issuance costs	(480,000)
Deferred offering costs	(688,570)	(100,000)
Net cash provided by financing activities	7,772,302	1,925,768
NET INCREASE (DECREASE) IN CASH	687,397	(33,679)
CASH, BEGINNING OF PERIOD	129,318	325,472
CASH, END OF PERIOD	816,715	291,793
Cash paid for:
Interest	175,640	1,277
Income taxes
SUPPLEMENTAL DISCLOSURE OF NONCASH INFORMATION
Common stock issued as payment of offering costs	6,927,869
Common stock issued as settlement of legal expenses	1,204,737
Common stock issued for the conversion of convertible note payable	4,533,980
Derivative liabilities reclassified as additional paid-in capital upon conversion	1,733,734
Deferred offering costs recognized as additional paid-in capital upon financing drawdown	1,741,750
Cashless exercise of stock options	$ 9,269

SUBSEQUENT EVENTS (Details Narrative) - USD ($)			3 Months Ended
SUBSEQUENT EVENTS (Details Narrative) - USD ($)	Oct. 06, 2025	Oct. 01, 2025	Mar. 31, 2025
Subsequent Event [Line Items]
Restricted stock issued			532,913
Restricted stock issued, value			$ 6,927,869
Subsequent Event [Member]
Subsequent Event [Line Items]
Monthly rent payment		$ 54,366
Restricted stock issued	21,876
Restricted stock issued, value	$ 108,942

Condensed Balance Sheets (Parenthetical) - USD ($)	Sep. 30, 2025	Dec. 31, 2024
Statement of Financial Position [Abstract]
Debt issuance costs	$ 2,522,944	$ 118,290
Common stock, par value	$ 0.0002	$ 0.0002
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares issued	34,233,087	29,120,905
Common stock, shares outstanding	34,213,387	29,120,905
Treasury Stock, Common, Shares	19,700

PROPERTY AND EQUIPMENT (Tables)

9 Months Ended

Sep. 30, 2025

Fair Value Disclosures [Abstract]

SCHEDULE OF FINANCIAL LIABILITIES MEASURED AT FAIR VALUE

The following table presents the Company’s financial liabilities measured at fair value on a recurring basis:

Description	Level		September 30, 2025
Investments at fair value		1	$	1,918,995
Derivative liabilities		3	$	1,140,000

SCHEDULE OF VALUATION INPUTS AND BASIS OF SIGNIFICANT ASSUMPTIONS

The following inputs were used in the Monte Carlo simulation at each instrument inception measurement date:

Input	Derivative 1 (Convertible Note 1)			Derivative 2 (Convertible Note 2)
Assumed instrument term		3.0 years			3.0 years
Stock price	$	13.25		$	6.78
Selected equity volatility		135	%		130	%
Risk-free rate (continuous compounded, 3-year)		3.91	%		3.68	%
Debt discount rate (3-year)		25.72	%		28.69	%

The following inputs were used in the Monte Carlo simulation to remeasure the derivative liabilities at each reporting date:

Input	6/30/2025			9/30/2025
Assumed instrument term		3.0 years			3.0 years
Stock price	$	11.68		$	3.64
Selected equity volatility		135	%		145	%
Risk-free rate (continuous compounded, 3-year)		3.65	%		3.58	%
Debt discount rate (3-year)		28.93	%		26.00	%

Input	Derivative 1 (Convertible Note 1)		Derivative 2 (Convertible Note 2)
Assumed instrument term		3.0 years		3.0 years
Stock price		$3.18-6.78	$	3.45
Selected equity volatility		130-155%		145	%
Risk-free rate (continuous, 3-year)		3.45-3.68%		3.54	%
Debt discount rate (3-year)		25.66-28.69%		25.91	%

SCHEDULE OF DERIVATIVE LIABILITIES ROLL-FORWARD

The following table provides a reconciliation of the derivative liabilities measured at fair value using Level 3 inputs for the year ended December 31, 2025:

	Convertible Note 1			Convertible Note 2			Total
Balance at January 1, 2025	$	—		$	—		$	—
Derivative liabilities recognized upon issuance of convertible note payable at fair value		2,250,000			—			2,250,000
Change in fair value — period-end remeasurement (June 30, 2025)		(190,000	)		—			(190,000	)
Balance on June 30, 2025		2,060,000			—			2,060,000
Balance		2,060,000			—			2,060,000
Derivative liabilities recognized upon issuance of convertible note payable at fair value		—			1,710,000			1,710,000
Reclassification of derivative liabilities upon conversion of convertible notes payable		(1,427,021	)		(306,713	)		(1,733,734	)
Change in fair value of derivative liabilities – conversion remeasurement		(424,642	)		(650,000	)		(1,074,642	)
Change in fair value — period-end remeasurement (September 30, 2025)		161,663			16,713			178,376
BALANCE AT SEPTEMBER 30, 2025	$	370,000		$	770,000		$	1,140,000
Balance		370,000			770,000			1,140,000

SCHEDULE OF PROPERTY AND EQUIPMENT

Property and equipment consist of the following:

SCHEDULE OF PROPERTY AND EQUIPMENT

	September 30, 2025			December 31, 2024

Vehicles	$	94,751		$	58,443
Equipment		115,784			50,000
Construction in progress		23,914			38,155

Total property and equipment		234,449			146,598
Less: accumulated depreciation		(81,534	)		(51,173	)

TOTAL PROPERTY AND EQUIPMENT, NET	$	152,915		$	95,425

SIGNIFICANT ACCOUNTING POLICIES (Policies)

9 Months Ended

Sep. 30, 2025

Accounting Policies [Abstract]

Restatement of previously issued financial statements

The following tables summarize the effect of the restatement on the Company’s previously issued unaudited condensed financial statements for the periods presented.

CONDENSED BALANCE SHEETS — Effect of Restatement as of September 30, 2025

	As Reported			Adjustments			As Restated
ASSETS
Deferred offering costs	$	6,312,586		$	(6,312,586	)	$	—
Total current assets		9,218,694			(6,312,586	)		2,906,108
Deferred offering costs		—			6,302,586			6,302,586
Long-term assets		500,370			6,302,586			6,802,956
Total assets		9,719,064			(10,000	)		9,709,064
LIABILITIES
Convertible note payable, net of discount and debt issuance costs of $2,522,944 and $118,290, respectively		4,002,333			(2,118,567	)		1,883,766
Derivative liabilities		—			1,140,000			1,140,000
Total current liabilities		4,970,428			(978,567	)		3,991,861
Total liabilities		5,009,191			(978,567	)		4,030,624
STOCKHOLDERS’ EQUITY (DEFICIT)
Additional paid-in capital		29,602,998			2,158,339			31,761,337
Accumulated deficit		(24,825,227	)		(1,189,772	)		(26,014,999	)
Total stockholders’ equity (deficit)		4,709,873			968,567			5,678,440
Total liabilities and stockholders’ equity (deficit)		9,719,064			(10,000	)		9,709,064

ARRIVE AI INC.

NOTES TO FINANCIAL STATEMENTS (Continued)

1.	NATURE OF OPERATIONS (AS RESTATED) (Continued)

CONDENSED STATEMENTS OF OPERATIONS — Effect of Restatement For the Three Months Ended September 30, 2025

	As Reported			Adjustments			As Restated
General and administrative	$	1,370,347		$	(1	)	$	1,370,346
Total operating expenses		1,657,731			(1	)		1,657,730
Interest expense and bank charges		(580,021	)		296,435			(283,586	)
Change in fair value of derivative liabilities		—			896,266			896,266
Amortization of debt discount		—			(88,295	)		(88,295	)
Loss on conversion of convertible notes payable		—			(3,295,072	)		(3,295,072	)
Total other income (expense), net		(586,262	)		(2,190,666	)		(2,776,928	)
Net (loss) before income taxes		(2,236,543	)		(2,190,665	)		(4,427,208	)
Net (loss)		(2,236,543	)		(2,190,665	)		(4,427,208	)
Net loss per share — basic and diluted		(0.07	)		(0.06	)		(0.13	)

CONDENSED STATEMENTS OF OPERATIONS — Effect of Restatement For the Nine Months Ended September 30, 2025

	As Reported			Adjustments			As Restated
General and administrative	$	7,551,884		$	(812,500	)	$	6,739,384
Total operating expenses		8,281,262			(812,500	)		7,468,762
Interest expense and bank charges		(775,410	)		322,567			(452,843	)
Change in fair value of derivative liabilities		—			1,086,266			1,086,266
Amortization of debt discount		—			(116,033	)		(116,033	)
Loss on conversion of convertible notes payable		—			(3,295,072	)		(3,295,072	)
Total other income (expense), net		(721,585	)		(2,002,272	)		(2,723,857	)
Net loss before income taxes		(8,904,672	)		(1,189,772	)		(10,094,444	)
Net loss		(8,904,672	)		(1,189,772	)		(10,094,444	)
Net loss per share — basic and diluted		(0.28	)		(0.04	)		(0.32	)

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT) — Effect of Restatement For the Six and Nine months ended June 30, 2025 and September 30, 2025

As of June 30, 2025


Additional paid-in capital, net of offering costs	$	26,060,146		$	15,625	$	26,075,771
Accumulated deficit		(22,588,684	)		1,000,893		(21,587,791	)
Total stockholders’ equity (deficit)		3,472,899			1,016,518		4,489,417

As of September 30, 2025


Additional paid-in capital, net of offering costs	$	29,602,998		$	2,158,339		$	31,761,337
Accumulated deficit		(24,825,227	)		(1,189,772	)		(26,014,999	)
Total stockholders’ equity (deficit)		4,709,873			968,567			5,678,440

CONDENSED STATEMENTS OF CASH FLOWS — Effect of Restatement For the Nine Months Ended September 30, 2025

	As Reported			Adjustments			As Restated
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(8,904,672	)	$	(1,189,772	)	$	(10,094,444	)
Stock-based compensation		3,134,655			(812,500	)		2,322,155
Change in fair value of derivative liabilities		—			(1,086,266	)		(1,086,266	)
Loss on conversion of convertible notes payable		—			3,295,072			3,295,072
Amortization of discount on convertible debt		357,333			(241,300	)		116,033
Amortization of issuance costs on convertible debt		240,000			34,766			274,766
Net cash used in operating activities		(5,048,431	)		—			(5,048,431	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of convertible notes payable		7,530,000			470,000			8,000,000
Debt issuance costs		—			(480,000	)		(480,000	)
Deferred offering costs		(698,570	)		10,000			(688,570	)
Net cash provided by financing activities		7,772,302			—			7,772,302
SUPPLMENTAL DISCLOSURE OF NONCASH INFORMATION
Common stock issued for conversion of convertible notes payable		—			4,533,980			4,533,980
Derivative liabilities reclassified as additional paid-in capital upon conversion of convertible notes payable		—			1,733,734			1,733,734

There was no impact to total cash and cash equivalents as of September 30, 2025 as a result of the restatement. The restatement had no effect on the Company’s revenue for any period presented.

2.	SIGNIFICANT ACCOUNTING POLICIES

Basis of Accounting

ARRIVE AI INC.

NOTES TO FINANCIAL STATEMENTS (Continued)

2.	SIGNIFICANT ACCOUNTING POLICIES (Continued)

Use of Estimates

Concentration of Credit Risk

Management believes that the Company is not exposed to any significant risk concerning its cash balances. To date, the Company has not recognized any losses caused by uninsured balances.

Accounts Receivable and Allowance for Credit Losses

Property and Equipment

	Useful Life

Vehicles and Equipment	2-5 years

ARRIVE AI INC.

NOTES TO FINANCIAL STATEMENTS (Continued)

2.	SIGNIFICANT ACCOUNTING POLICIES (Continued)

Intangible Assets – Patents

Impairment of Long-Lived Assets

ARRIVE AI INC.

NOTES TO FINANCIAL STATEMENTS (Continued)

2.	SIGNIFICANT ACCOUNTING POLICIES (Continued)

Revenue Recognition

Disaggregated revenue as of the three and nine months ended September 30, 2025 is as follows:

SCHEDULE OF DISAGGREGATED REVENUE

	Three Months		Nine Months
	Ended September 30		Ended September 30
Revenue source

Consulting services	$	-	$	89,000
Installation services		2,175		3,675
Subscription fees		5,275		5,500

TOTAL REVENUE	$	7,450	$	98,175
Timing of Revenue Recognition

Services transferred over time	$	5,275	$	94,500
Services transferred at a point in time		2,175		3,675

TOTAL REVENUE	$	7,450	$	98,175

The Company did not generate revenue during the three and nine months ended September 30, 2024.

Contract Balances

ARRIVE AI INC.

NOTES TO FINANCIAL STATEMENTS (Continued)

2.	SIGNIFICANT ACCOUNTING POLICIES (Continued)

Contract Balances (continued)

As of September 30, 2025, there were no such liabilities or contract assets included within the balance sheet. The beginning and ending contract balances were as follows:

SCHEDULE OF CONTRACT ASSETS/LIABILITIES

	September 30, 2025		January 1, 2025

Accounts receivable	$	4,900	$	-

Significant Judgments and Estimates

There are no significant judgments involved in the recognition of revenue from the services provided by the Company.

Equity Financing

The shares eligible for issuance under the outstanding warrants were registered under the Securities Act of 1933 on July 28, 2025.

Treasury Stock

ARRIVE AI INC.

NOTES TO FINANCIAL STATEMENTS (Continued)

2.	SIGNIFICANT ACCOUNTING POLICIES (Continued)

Loss per share

Comprehensive Loss

Offering Costs

Research and Development

ARRIVE AI INC.

NOTES TO FINANCIAL STATEMENTS (Continued)

2.	SIGNIFICANT ACCOUNTING POLICIES (Continued)

Research and Development (Continued)

For the three and nine months ended September 30, 2025, and 2024, the Company had R&D costs totaling $179,854 and $564,585 and $7,940 and $548,879, respectively.

Marketing Expenses

Marketing expenses were $107,530 and $164,793 and $28,414 and $281,160 for the three and nine months ended September 30, 2025 and 2024, respectively.

Stock-Based Compensation

ARRIVE AI INC.

NOTES TO FINANCIAL STATEMENTS (Continued)

2.	SIGNIFICANT ACCOUNTING POLICIES (Continued)

Income Taxes

Convertible Notes Payable and Derivative Liabilities (As Restated)

ARRIVE AI INC.

NOTES TO FINANCIAL STATEMENTS (Continued)

2.	SIGNIFICANT ACCOUNTING POLICIES (Continued)

When a noteholder elects to convert a portion or all of a convertible note into shares of common stock, the Company accounts for the conversion as follows:

Fair Value of Financial Instruments (As Restated)

Recently Adopted Accounting Standard

ARRIVE AI INC.

NOTES TO FINANCIAL STATEMENTS (Continued)

2.	SIGNIFICANT ACCOUNTING POLICIES (Continued)

Recently Issued Accounting Standard Not Yet Adopted

CONVERTIBLE NOTES PAYABLE (AS RESTATED)

9 Months Ended

Sep. 30, 2025

Convertible Notes Payable

CONVERTIBLE NOTES PAYABLE (AS RESTATED)

12.

CONVERTIBLE NOTES PAYABLE (AS RESTATED)

Overview of the Purchase Agreement

On March 21, 2025, the Company entered into a Securities Purchase Agreement with Streeterville Capital, LLC (“Streeterville”). The SPA closed on May 15, 2025, upon satisfaction of all condition precedents. The SPA provides for a maximum facility of $40,000,000, under which two draws were completed during the nine months ended, September 30, 2025, resulting in aggregate cash proceeds of $8,000,000 and the issuance of convertible notes with an aggregate face amount of $8,650,000. As of September 30, 2025, the remaining undrawn capacity under the facility is $32,000,000; however, any future draws remain subject to the satisfaction of conditions precedent set forth in the SPA, and no assurance can be given that additional draws will be made.

The convertible notes issued under the SPA bear interest at a rate of 8% per annum and have no stated maturity date. In the event of a default under the SPA, the Company will be required to make monthly cash payments until the default is cured or the notes are repaid in full.

Pre-Delivery Shares

Pursuant to the SPA, Streeterville purchased 2,937,500 shares of common stock (the “Pre-Delivery Shares”) at par value ($0.0002 per share) in exchange for aggregate consideration of $588. The Pre-Delivery Shares were issued as a condition of and concurrent with the closing of the SPA on May 15, 2025, and are contractually linked to the financing arrangement.

The Company has evaluated the Pre-Delivery Shares under ASC 480-10-25 and ASC 505-10-45 and concluded that equity classification is appropriate on the following basis: (i) the shares represent issued and legally outstanding common stock with full voting rights; (ii) the Company holds a right, but not an obligation, to repurchase the Pre-Delivery Shares at par value, which is a unilateral call option and does not, by itself, require liability classification; and (iii) the shares are not mandatorily redeemable and do not embody an unconditional obligation requiring the Company to transfer assets. Accordingly, the Pre-Delivery Shares are presented within stockholders’ equity and are included as issued and outstanding shares as of December 31, 2025.

The Pre-Delivery Shares are included in the weighted-average shares outstanding used in the computation of basic and diluted loss per share beginning on May 15, 2025, the date the SPA closed and the shares were issued, consistent with ASC 260-10-45. The Company considered whether the nominal issuance price and the Company’s repurchase right created any basis to exclude these shares from EPS and concluded that, because the shares are legally issued and outstanding with no outstanding contingency that would require their return, the Company’s inclusion is appropriate.

Conversion Feature and Bifurcation

Pursuant to ASC 815-40-15 and ASC 815-15-25, a conversion feature that fails the indexed-to-own-stock test must be bifurcated from the host instrument and accounted for separately as a derivative liability, measured at fair value at each reporting date, with changes in fair value recognized in earnings. Accordingly, the Company has bifurcated the conversion feature as a derivative liability at the inception of each note.

Note Issuance Summary

The two convertible notes issued in 2025 were bifurcated as follows. The initial host carrying value for each note represents the cash proceeds received, reduced by (i) the original issue discount (“OID”) of approximately 8% of the principal proceeds, (ii) the fair value of the bifurcated derivative liabilities at issuance, (iii) the portion of debt issuance costs of 6% that are allocated to the host debt instrument, as described below, and (iv) the fair value of 62,500 shares of common stock issued by the company as a commitment fee.

ARRIVE AI INC.

NOTES TO FINANCIAL STATEMENTS (Continued)

12.

CONVERTIBLE NOTES PAYABLE (AS RESTAED) (Continued)

In connection with the issuance of the notes, the Company incurred debt issuance costs equal to 6% of cash proceeds received, totaling $480,000 ($240,000 for Convertible Note 1 and $240,000 for Convertible Note 2). In accordance with ASC 835.30 and ASC 815, the Company allocates debt issuance costs between the host debt instrument and the bifurcated derivative liability based on their relative fair values at the date of issuance. Specifically, the fair value of the bifurcated derivative liability as a percentage of total proceeds was used to determine the portion of issuance costs attributable to the derivative component. Accordingly, $266,613 of the total $480,000 in issuance costs was allocated to the derivative components and expensed immediately within the statement of operations, as such costs cannot be deferred against a liability measured at fair value through earnings under ASC 815-15. The remaining $213,387 was recorded as a contra-liability (direct reduction of the carrying value of the host debt instrument) and is being amortized to interest expense using the effective interest method over the estimated expected term of three years, consistent with the accretion of the OID and derivative discounts described below. The resulting discount is accreted to par using the effective interest method over the estimated term of each note.

Although the notes have no stated maturity date, the Company estimated an expected term of three years for purposes of both the EIM accretion schedule and the Monte Carlo valuation of the bifurcated derivative. This expected term was determined based on (i) the Company’s expected timing of draws under the SPA (ii) the economic terms and structure of the SPA, including the conversion mechanics and the absence of a mandatory redemption date, (iii) the Company’s assessment of the expected conversion behavior of the noteholder based on the Lookback Formula, and (iv) the provisions of the SPA governing the noteholder’s conversion rights. The use of an expected term rather than a contractual maturity is consistent with ASC 820-10-35-24C, which requires that fair value reflect market participant assumptions. Management applied the same three-year expected term in both the EIM accretion model and the Monte Carlo valuation model based on its estimate of the period over which the notes are expected to remain outstanding. The three-year assumption will be reassessed each reporting period in connection with the fair value remeasurement of the derivative liability.

	Convertible Note 1			Convertible Note 2			Total
Issuance date		May 15, 2025			Aug 11, 2025
Face amount	$	4,330,000		$	4,320,000		$	8,650,000
Original issue discount		(330,000	)		(320,000	)		(650,000	)
Cash proceeds		4,000,000			4,000,000			8,000,000
Debt issuance costs (contra-liability)		(75,987	)		(137,400	)		(213,387	)
Derivative discount (initial fair value of bifurcated derivatives)		(2,250,000	)		(1,710,000	)		(3,960,000	)
Commitment shares (discount)		(828,125	)		-			(828,125	)
INITIAL HOST CARRYING VALUE	$	845,888		$	2,152,600		$	2,998,488

Host Convertible Note Roll-Forward

The following table sets forth the activity in the carrying value of the host portion of the convertible notes for the nine months ended September 30, 2025. Discount accretion is computed using the EIM applied to the initial carrying value of each note over its estimated three-year expected term. Upon conversion, the face amount converted and the pro-rata unamortized discount and issuance costs attributable to the converted portion are removed from the carrying value.

	Convertible Note 1			Convertible Note 2			Total
Balance at January 1, 2025	$	—		$	—		$	—
Note issuance — initial host carrying value		845,888			2,152,600			2,998,488
EIM accretion of debt discount and issuance costs		97,785			26,402			124,187
Conversions — face amount		(2,875,000	)		(1,250,000	)		(4,125,000	)
Conversions — issuance costs		2,211,763			587,384			2,799,147
Conversions — unamortized discount written off		47,187			39,757			86,944
HOST CARRYING VALUE AT SEPTEMBER 30, 2025	$	327,623		$	1,556,143		$	1,883,766

ARRIVE AI INC.

NOTES TO FINANCIAL STATEMENTS (Continued)

12.

CONVERTIBLE NOTES PAYABLE (AS RESTAED) (Continued)

Conversion Accounting

See NOTE 2, Convertible Notes Payable and Derivative Liabilities for details on accounting for the conversion of convertible notes payable.

For a summary of derivative liability activity during 2025, including amounts derecognized upon conversion, refer to NOTE 5.

Other income and expenses related to convertible notes

Other income and expenses related to the convertible notes recognized during the three and nine months ended September 30, 2025 consisted of the following, presented in the income statement line items indicated:

	Three Months Ended September 30, 2025		Nine Months Ended September 30, 2025
Stated interest at 8% per annum	$	165,831	$	165,831
Accretion of debt discount		88,295		116,033
Accretion of debt issuance costs		6,297		8,153
Loss on conversion of convertible notes payable		3,295,072		3,295,072

The bifurcated derivative liability associated with the convertible notes is classified as a Level 3 instrument and remeasured at fair value at each reporting date using a Monte Carlo simulation model. For a full description of the valuation methodology, significant unobservable inputs (including the expected term, volatility, and risk-free rate assumptions), a roll-forward of the derivative liability balance, and the amounts of unrealized gains or losses recognized in earnings during 2025, refer to NOTE 5.

SIGNIFICANT ACCOUNTING POLICIES (Tables)

9 Months Ended

Sep. 30, 2025

Accounting Policies [Abstract]

SCHEDULE OF RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

The following tables summarize the effect of the restatement on the Company’s previously issued unaudited condensed financial statements for the periods presented.

CONDENSED BALANCE SHEETS — Effect of Restatement as of September 30, 2025

	As Reported			Adjustments			As Restated
ASSETS
Deferred offering costs	$	6,312,586		$	(6,312,586	)	$	—
Total current assets		9,218,694			(6,312,586	)		2,906,108
Deferred offering costs		—			6,302,586			6,302,586
Long-term assets		500,370			6,302,586			6,802,956
Total assets		9,719,064			(10,000	)		9,709,064
LIABILITIES
Convertible note payable, net of discount and debt issuance costs of $2,522,944 and $118,290, respectively		4,002,333			(2,118,567	)		1,883,766
Derivative liabilities		—			1,140,000			1,140,000
Total current liabilities		4,970,428			(978,567	)		3,991,861
Total liabilities		5,009,191			(978,567	)		4,030,624
STOCKHOLDERS’ EQUITY (DEFICIT)
Additional paid-in capital		29,602,998			2,158,339			31,761,337
Accumulated deficit		(24,825,227	)		(1,189,772	)		(26,014,999	)
Total stockholders’ equity (deficit)		4,709,873			968,567			5,678,440
Total liabilities and stockholders’ equity (deficit)		9,719,064			(10,000	)		9,709,064

ARRIVE AI INC.

NOTES TO FINANCIAL STATEMENTS (Continued)

1.	NATURE OF OPERATIONS (AS RESTATED) (Continued)

CONDENSED STATEMENTS OF OPERATIONS — Effect of Restatement For the Three Months Ended September 30, 2025

	As Reported			Adjustments			As Restated
General and administrative	$	1,370,347		$	(1	)	$	1,370,346
Total operating expenses		1,657,731			(1	)		1,657,730
Interest expense and bank charges		(580,021	)		296,435			(283,586	)
Change in fair value of derivative liabilities		—			896,266			896,266
Amortization of debt discount		—			(88,295	)		(88,295	)
Loss on conversion of convertible notes payable		—			(3,295,072	)		(3,295,072	)
Total other income (expense), net		(586,262	)		(2,190,666	)		(2,776,928	)
Net (loss) before income taxes		(2,236,543	)		(2,190,665	)		(4,427,208	)
Net (loss)		(2,236,543	)		(2,190,665	)		(4,427,208	)
Net loss per share — basic and diluted		(0.07	)		(0.06	)		(0.13	)

CONDENSED STATEMENTS OF OPERATIONS — Effect of Restatement For the Nine Months Ended September 30, 2025

	As Reported			Adjustments			As Restated
General and administrative	$	7,551,884		$	(812,500	)	$	6,739,384
Total operating expenses		8,281,262			(812,500	)		7,468,762
Interest expense and bank charges		(775,410	)		322,567			(452,843	)
Change in fair value of derivative liabilities		—			1,086,266			1,086,266
Amortization of debt discount		—			(116,033	)		(116,033	)
Loss on conversion of convertible notes payable		—			(3,295,072	)		(3,295,072	)
Total other income (expense), net		(721,585	)		(2,002,272	)		(2,723,857	)
Net loss before income taxes		(8,904,672	)		(1,189,772	)		(10,094,444	)
Net loss		(8,904,672	)		(1,189,772	)		(10,094,444	)
Net loss per share — basic and diluted		(0.28	)		(0.04	)		(0.32	)

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT) — Effect of Restatement For the Six and Nine months ended June 30, 2025 and September 30, 2025

As of June 30, 2025


Additional paid-in capital, net of offering costs	$	26,060,146		$	15,625	$	26,075,771
Accumulated deficit		(22,588,684	)		1,000,893		(21,587,791	)
Total stockholders’ equity (deficit)		3,472,899			1,016,518		4,489,417

As of September 30, 2025


Additional paid-in capital, net of offering costs	$	29,602,998		$	2,158,339		$	31,761,337
Accumulated deficit		(24,825,227	)		(1,189,772	)		(26,014,999	)
Total stockholders’ equity (deficit)		4,709,873			968,567			5,678,440

CONDENSED STATEMENTS OF CASH FLOWS — Effect of Restatement For the Nine Months Ended September 30, 2025

	As Reported			Adjustments			As Restated
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(8,904,672	)	$	(1,189,772	)	$	(10,094,444	)
Stock-based compensation		3,134,655			(812,500	)		2,322,155
Change in fair value of derivative liabilities		—			(1,086,266	)		(1,086,266	)
Loss on conversion of convertible notes payable		—			3,295,072			3,295,072
Amortization of discount on convertible debt		357,333			(241,300	)		116,033
Amortization of issuance costs on convertible debt		240,000			34,766			274,766
Net cash used in operating activities		(5,048,431	)		—			(5,048,431	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of convertible notes payable		7,530,000			470,000			8,000,000
Debt issuance costs		—			(480,000	)		(480,000	)
Deferred offering costs		(698,570	)		10,000			(688,570	)
Net cash provided by financing activities		7,772,302			—			7,772,302
SUPPLMENTAL DISCLOSURE OF NONCASH INFORMATION
Common stock issued for conversion of convertible notes payable		—			4,533,980			4,533,980
Derivative liabilities reclassified as additional paid-in capital upon conversion of convertible notes payable		—			1,733,734			1,733,734

SCHEDULE OF PROPERTY AND EQUIPMENT USEFUL LIFE

	Useful Life

Vehicles and Equipment	2-5 years

SCHEDULE OF DISAGGREGATED REVENUE

Disaggregated revenue as of the three and nine months ended September 30, 2025 is as follows:

SCHEDULE OF DISAGGREGATED REVENUE

	Three Months		Nine Months
	Ended September 30		Ended September 30
Revenue source

Consulting services	$	-	$	89,000
Installation services		2,175		3,675
Subscription fees		5,275		5,500

TOTAL REVENUE	$	7,450	$	98,175
Timing of Revenue Recognition

Services transferred over time	$	5,275	$	94,500
Services transferred at a point in time		2,175		3,675

TOTAL REVENUE	$	7,450	$	98,175

SCHEDULE OF CONTRACT ASSETS/LIABILITIES

As of September 30, 2025, there were no such liabilities or contract assets included within the balance sheet. The beginning and ending contract balances were as follows:

SCHEDULE OF CONTRACT ASSETS/LIABILITIES

	September 30, 2025		January 1, 2025

Accounts receivable	$	4,900	$	-

Condensed Statements of Changes in Stockholders' Equity (Deficit) (Unaudited) - USD ($)	Common Stock [Member]	Treasury Stock, Common [Member]	Additional Paid-in Capital [Member]	Subscription Receivable [Member]	Retained Earnings [Member]	Total
Balance at Dec. 31, 2023	$ 5,769		$ 10,924,624	$ (25,505)	$ (11,382,654)	$ (477,766)
Balance, shares at Dec. 31, 2023	28,844,643
Balance, treasury shares at Dec. 31, 2023
Issuance of common stock, net	$ 15		824,603	(50,260)		774,358
Balance, shares	75,343
Stock-based compensation			246,612			246,612
Net loss					(916,753)	(916,753)
Balance at Mar. 31, 2024	$ 5,784		11,995,839	(75,765)	(12,299,407)	(373,549)
Balance, shares at Mar. 31, 2024	28,919,986
Balance, treasury shares at Mar. 31, 2024
Balance at Dec. 31, 2023	$ 5,769		10,924,624	(25,505)	(11,382,654)	(477,766)
Balance, shares at Dec. 31, 2023	28,844,643
Balance, treasury shares at Dec. 31, 2023
Net loss						(3,199,606)
Balance at Sep. 30, 2024	$ 5,807		13,834,847	(23,964)	(14,582,260)	(765,570)
Balance, shares at Sep. 30, 2024	29,042,806
Balance, treasury shares at Sep. 30, 2024
Balance at Mar. 31, 2024	$ 5,784		11,995,839	(75,765)	(12,299,407)	(373,549)
Balance, shares at Mar. 31, 2024	28,919,986
Balance, treasury shares at Mar. 31, 2024
Stock-based compensation	$ 2		359,001			359,003
Balance, shares	11,787
Net loss					(1,459,102)	(1,459,102)
Issuance of common stock and warrants for cash, net	$ 6		356,650	70,219		426,875
Balance, shares	33,997
Balance at Jun. 30, 2024	$ 5,792		12,711,490	(5,546)	(13,758,509)	(1,046,773)
Balance, shares at Jun. 30, 2024	28,965,770
Balance, treasury shares at Jun. 30, 2024
Net loss					(823,751)	(823,751)
Issuance of common stock and warrants	$ 15		848,852	(18,418)		830,449
Balance, shares	76,661
Stock-based compensation - stock awards			4,494			4,494
Balance, shares	375
Stock-based compensation - stock options			270,011			270,011
Balance at Sep. 30, 2024	$ 5,807		13,834,847	(23,964)	(14,582,260)	(765,570)
Balance, shares at Sep. 30, 2024	29,042,806
Balance, treasury shares at Sep. 30, 2024
Balance at Dec. 31, 2024	$ 5,822		14,984,561	(53,003)	(15,920,555)	(983,175)
Balance, shares at Dec. 31, 2024	29,120,905
Balance, treasury shares at Dec. 31, 2024
Issuance of common stock, net	$ 6		380,527	40,219		420,752
Balance, shares	33,846
Issuance of common stock upon exercise of warrants	$ 13		296,863			296,876
Balance, shares	62,500
Issuance of common stock for deferred offering costs	$ 107		6,927,762			6,927,869
Balance, shares	532,913
Stock-based compensation	$ 17		1,348,228			1,348,245
Balance, shares	84,874
Net loss					(1,978,165)	(1,978,165)
Balance at Mar. 31, 2025	$ 5,965		23,937,941	(12,784)	(17,898,720)	6,032,402
Balance, shares at Mar. 31, 2025	29,835,038
Balance, treasury shares at Mar. 31, 2025
Balance at Dec. 31, 2024	$ 5,822		14,984,561	(53,003)	(15,920,555)	$ (983,175)
Balance, shares at Dec. 31, 2024	29,120,905
Balance, treasury shares at Dec. 31, 2024
Balance, shares						120,820
Net loss						$ (10,094,444)
Issuance of common stock for the conversion of convertible note payable						$ 4,125,000
Issuance of common stock for the conversion of convertible note payable, shares						1,207,355
Repurchase of common stock		$ (74,743)				$ (74,743)
Balance, treasury shares		19,700				19,700
Balance at Sep. 30, 2025	$ 6,845	$ (74,743)	31,761,337		(26,014,999)	$ 5,678,440
Balance, shares at Sep. 30, 2025	34,233,087
Balance, treasury shares at Sep. 30, 2025		19,700				19,700
Balance at Mar. 31, 2025	$ 5,965		23,937,941	(12,784)	(17,898,720)	$ 6,032,402
Balance, shares at Mar. 31, 2025	29,835,038
Balance, treasury shares at Mar. 31, 2025
Issuance of common stock, net	$ 589		15,402	7,617		23,608
Balance, shares	2,941,039
Issuance of common stock upon exercise of warrants	$ 12		277,008			277,020
Balance, shares	58,320
Stock-based compensation	$ 7		675,501			675,508
Balance, shares	33,125
Net loss					(3,689,071)	(3,689,071)
Issuance of common stock for options exercise			8,970			8,970
Balance, shares	690
Issuance of common stock for settlement of debt	$ 19		1,204,718			1,204,737
Balance, shares	92,673
Reclassification of deferred offering costs			(871,882)			(871,882)
Issuance of common stock for commitment fee	$ 12		828,113			828,125
Shares issued for commitment fee, shares	62,500
Balance at Jun. 30, 2025	$ 6,604		26,075,771	(5,167)	(21,587,791)	4,489,417
Balance, shares at Jun. 30, 2025	33,023,385
Balance, treasury shares at Jun. 30, 2025
Issuance of common stock, net			(1,471)	5,167		3,696
Stock-based compensation			289,133			289,133
Balance, shares	2,264
Net loss					(4,427,208)	(4,427,208)
Issuance of common stock for options exercise			299			299
Balance, shares	83
Reclassification of deferred offering costs			(869,868)			(869,868)
Issuance of common stock for the conversion of convertible note payable	$ 241		4,533,739			4,533,980
Issuance of common stock for the conversion of convertible note payable, shares	1,207,355
Reclassification of derivative liabilities upon conversion			1,733,734			1,733,734
Repurchase of common stock		$ (74,743)				(74,743)
Balance, treasury shares		19,700
Balance at Sep. 30, 2025	$ 6,845	$ (74,743)	$ 31,761,337		$ (26,014,999)	$ 5,678,440
Balance, shares at Sep. 30, 2025	34,233,087
Balance, treasury shares at Sep. 30, 2025		19,700				19,700

CONVERTIBLE NOTES PAYABLE (AS RESTATED) (Tables)

9 Months Ended

Sep. 30, 2025

Convertible Notes Payable

SCHEDULE OF FAIR VALUE REMEASUREMENT OF THE DERIVATIVE LIABILITY

	Convertible Note 1			Convertible Note 2			Total
Issuance date		May 15, 2025			Aug 11, 2025
Face amount	$	4,330,000		$	4,320,000		$	8,650,000
Original issue discount		(330,000	)		(320,000	)		(650,000	)
Cash proceeds		4,000,000			4,000,000			8,000,000
Debt issuance costs (contra-liability)		(75,987	)		(137,400	)		(213,387	)
Derivative discount (initial fair value of bifurcated derivatives)		(2,250,000	)		(1,710,000	)		(3,960,000	)
Commitment shares (discount)		(828,125	)		-			(828,125	)
INITIAL HOST CARRYING VALUE	$	845,888		$	2,152,600		$	2,998,488

SCHEDULE OF HOST CONVERTIBLE NOTE ROLL-FORWARD

	Convertible Note 1			Convertible Note 2			Total
Balance at January 1, 2025	$	—		$	—		$	—
Note issuance — initial host carrying value		845,888			2,152,600			2,998,488
EIM accretion of debt discount and issuance costs		97,785			26,402			124,187
Conversions — face amount		(2,875,000	)		(1,250,000	)		(4,125,000	)
Conversions — issuance costs		2,211,763			587,384			2,799,147
Conversions — unamortized discount written off		47,187			39,757			86,944
HOST CARRYING VALUE AT SEPTEMBER 30, 2025	$	327,623		$	1,556,143		$	1,883,766

SCHEDULE OF OTHER INCOME AND EXPENSES RELATED TO THE CONVERTIBLE NOTES

	Three Months Ended September 30, 2025		Nine Months Ended September 30, 2025
Stated interest at 8% per annum	$	165,831	$	165,831
Accretion of debt discount		88,295		116,033
Accretion of debt issuance costs		6,297		8,153
Loss on conversion of convertible notes payable		3,295,072		3,295,072

RESEARCH AND DEVELOPMENT TAX CREDITS (Details Narrative)	Sep. 30, 2025 USD ($)
Research and Development [Abstract]
Payroll tax credits	$ 226,011

SCHEDULE OF MATURITIES OF LONG-TERM DEBT (Details) - USD ($)	Sep. 30, 2025	Dec. 31, 2024
Debt Disclosure [Abstract]
2026	$ 8,982
2027	3,763
TOTAL	$ 12,745	$ 19,082

SCHEDULE OF SHARE OPTIONS OUTSTANDING (Details) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2025	Dec. 31, 2024
Equity Incentive Plan
Number of share options outstanding	614,704
Weighted average exercise price	$ 0.80
Weighted average grant date fair value	$ 10.88
Weighted average remaining contractual life years	8 years 1 month 13 days	8 years 10 months 13 days
Aggregate intrinsic value	$ 7,322,656
Share options outstanding granted
Weighted average exercise price granted
Weighted average grant date fair value granted
Aggregate intrinsic value, Granted
Share options outstanding exercised	(1,251)
Weighted average exercise price exercised	$ 0.76
Weighted average grant date fair value canceled/expired	$ 10.30
Share options outstanding canceled/expired	(4,135)
Weighted average exercise price canceled/expired	$ 0.76
Weighted average grant date fair value canceled/expired	$ 11.69
Aggregate intrinsic value, Canceled/Expired
Number of share options outstanding	609,318	614,704
Weighted average exercise price	$ 0.80	$ 0.80
Weighted average grant date fair value	$ 10.87	$ 10.88
Aggregate intrinsic value	$ 1,731,782	$ 7,322,656
Number of shares exercisable	226,590
Weighted average exercise price, exercisable	$ 0.80
Weighted average grant date fair value, exercisable	$ 10.87
Weighted average remaining contractual term (years), exercisable	8 years 1 month 13 days
Aggregate intrinsic value, exercisable	$ 643,211

STOCKHOLDERS’ EQUITY (AS RESTATED)

9 Months Ended

Sep. 30, 2025

Equity [Abstract]

STOCKHOLDERS’ EQUITY (AS RESTATED)

15.

STOCKHOLDERS’ EQUITY (AS RESTATED)

Common Stock

As of April 30, 2020 (date of incorporation), the Company had 100,000,000 shares of common stock, with a par value of $0.0001, authorized and available to issue for purposes of satisfying any future transactions. No other class of stock has been authorized or is available for issuance.

Effective September 15, 2021, the Company authorized a 2-for-1 stock split, with 200,000,000 shares authorized and available, with a par value of $0.00005, to issue for purposes of satisfying any future transactions. Effective November 25, 2024, the Company authorized a 1-for-4 reverse stock split, with 200,000,000 shares authorized and available to issue for purposes of satisfying any future transactions. The par value is now $0.0002.

During the nine months ended September 30, 2025, the Company issued 5,112,182 shares of common stock as follows:

	a)	11,692 shares with accredited investors in exchange for cash of $152,000 at an average share price of $13.00 per share. 7,692 of the shares were issued with warrants and deemed as equity, as described in Note 16.
	b)	2,937,500 shares with an accredited investor in exchange for cash of $588. The shares were issued at par value, subject to the securities purchase agreement, dated March 21, 2025, by and between Streeterville Capital, LLC and the Company (the “Purchase Agreement”), as described in Note 12.
	c)	120,820 warrants exercised, for 120,820 shares in exchange for cash of $573,895.
	d)	25,693 shares issued through a crowdfunding campaign with other investors in exchange for net cash of $291,773, at an average share price of $11.50 per share net of offering costs.
	e)	84,874 shares issued to employees and consultants, recognized as compensation expense, fair valued at $13.00 per share, for a total fair value of $1,103,362, based on the price per stock issued to investors for cash during the period January 1, 2025 to May 15, 2025.
	f)	62,500 shares issued to Streeterville Capital, LLC as commitment shares pursuant to the SPA, fair valued at $828,125
	g)	35,389 shares issued to employees or consultants via stock awards, recognized as compensation expense, for a total of $451,567, fair valued based on the Company’s closing stock price on the day the shares were issued.
	h)	773 shares issued for the cashless exercise of vested options under the 2023 equity incentive plan, for a total of $9,269, fair value based on the Company’s closing stock price on the day the shares were exercised.

ARRIVE AI INC.

NOTES TO FINANCIAL STATEMENTS (Continued)

15.

STOCKHOLDERS’ EQUITY (AS RESTATED) (Continued)

Common Stock (Continued)

	i)	532,913 shares issued to a consultant via stock awards, recognized as deferred offering costs, fair valued at $13.00 per share, for a total of $6,927,869, based on the price per stock issued to investors for cash.
	j)	92,673 shares issued with a consultant as settlement of legal expenses incurred in prior periods, fair valued at $13.00 per share, for a total of $1,204,737, based on the price per stock issued to investors for cash.
	k)	1,207,355 shares issued, with a fair value of $4,125,000, as a conversion of $4,125,000 notes payable, as described in Note 12.

Share Repurchase Program

On September 8, 2025, the Company announced a new share repurchase program (the “Repurchase Program”), pursuant to which the Company may purchase up to $10 million of its common stock through March 31, 2026.

Share repurchases under the Repurchase Program may be made from time to time through various means, including open market purchases, privately negotiated transactions, and/or pursuant to Rule 10b5-1 trading plans, in each case in accordance with Rule 10b-18 under the Securities Exchange Act of 1934. The timing, volume, and nature of share repurchases pursuant to the Repurchase Program are at the discretion of management and may be suspended or discontinued at any time. Shares repurchased under the Repurchase Program are held for sale and are included in the category of treasury stock.

The following table sets forth the Company’s share repurchases:

SCHEDULE OF SHARES REPURCHASE

	Three and nine months ended September 30, 2025
Total number of shares repurchased		19,700
Amount repurchased	$	74,743
Average price per share	$	3.79

Share repurchases for the three months ended September 30, 2025 were made on the open market subject to regulatory constraints. As of September 30, 2025, the Company had approximately $9.925 million available for repurchase remaining under the repurchase program.

ARRIVE AI INC.

NOTES TO FINANCIAL STATEMENTS (Continued)

- Definition

The entire disclosure for equity.

+ References

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+ Details