Form 8-K

8-K — Arrive AI Inc.

Accession: 0001493152-26-024178

Filed: 2026-05-18

Period: 2026-05-14

CIK: 0001818274

SIC: 7340 (SERVICES-TO DWELLINGS & OTHER BUILDINGS)

Item: Entry into a Material Definitive Agreement

Item: Financial Statements and Exhibits

Documents

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date

of Report (Date of earliest event Reported): May 14, 2026

Arrive

AI Inc.

(Exact

Name of Registrant as Specified in Charter)

001-42645

(Commission

File Number)

Delaware

85-0935006

(State

or Other Jurisdiction

Incorporation)

(I.R.S.

Employer

Identification

Number)

9100

Fall View Drive

Fishers,

IN 46037

(Address

of principal executive offices, with zip code)

(463)

270-0092

(Registrant’s

telephone number, including area code)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions:

☐

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common

Stock

ARAI

The

Nasdaq Stock Market LLC

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR§230.405)

or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging

growth company ☒

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

1.01. Entry into a Material Definitive Agreement.

May 14, 2026, Arrive AI Inc. (the “Company”) entered into a Standstill Agreement (the “Standstill Agreement”)

with Streeterville Capital, LLC, a Utah limited liability company (the “Investor”). The Standstill Agreement was entered

into in connection with that certain Securities Purchase Agreement, dated March 21, 2025, by and between the Company and the Investor

(the “Purchase Agreement” and, together with all other documents entered into in connection therewith, the “Transaction

Documents”), pursuant to which the Company previously sold and issued to the Investor a series of Pre-Paid Purchases.

Pursuant

to the Standstill Agreement, the Investor has agreed, subject to certain conditions, to refrain from delivering Purchase Notices to the

Company under any outstanding Pre-Paid Purchases for the period beginning on May 14, 2026 and ending on December 31, 2026 (the “Standstill

Period”). Notwithstanding the foregoing, the Investor may submit purchase notices during the Standstill Period on any trading

day on which the Company’s shares of common stock trade at a price that is at least fifteen percent (15%) greater than the Nasdaq

Minimum Price (as defined under Nasdaq Rule 5635(d)) for such trading day.

Except

as set forth in the Standstill Agreement, each outstanding pre-paid purchase remains in full force and effect in accordance with its

terms. The Standstill will terminate upon the occurrence of any material breach of the Standstill Agreement by the Company or any event

of default under any transaction document, at which time the Investor shall have the right to submit Purchase Notices in accordance with

the applicable outstanding Pre-Paid Purchases. No additional cash or other property consideration was exchanged in connection with the

Standstill Agreement.

The

foregoing description of the Standstill Agreement does not purport to be complete and is qualified in its entirety by reference to the

full text of the Standstill Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated

herein by reference.

Item

9.01. Financial Statements and Exhibits.

Exhibit

No.

Description

10.1

Standstill Agreement, dated May 14, 2026, by and between Arrive AI Inc. and Streeterville Capital, LLC.

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

ARRIVE

AI, INC.

Date:

May 18, 2026

By:

/s/

Daniel S. O’Toole

Daniel

S. O’Toole

Chief

Executive Officer

EX-10.1

Filename: ex10-1.htm · Sequence: 2

EXHIBIT

10.1

STANDSTILL

AGREEMENT

This

Standstill Agreement (this “Agreement”) is entered into as of May 14, 2026 (the “Effective Date”)

by and between Streeterville Capital, LLC, a Utah limited liability company (“Investor”), and Arrive AI Inc., a Delaware

corporation (“Company”). Capitalized terms used in this Agreement without definition shall have the meanings given

to them in the Transaction Documents (defined below).

A. Company

previously sold and issued to Investor a series of Pre-Paid Purchases pursuant to that certain Securities Purchase Agreement, dated March

21, 2025, by and between Company and Investor (the “Purchase Agreement” and, together with all other documents entered

into in connection therewith, the “Transaction Documents”).

B. Company

has requested and Investor has agreed, subject to the terms, conditions and understandings expressed in this Agreement, to refrain and

forbear temporarily, except as set forth below, from delivering Purchase Notices to Company pursuant to any outstanding Pre-Paid Purchases.

NOW,

THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Recitals

and Definitions. Each of the parties hereto acknowledges and agrees that the recitals set forth above in this Agreement are true

and accurate, are contractual in nature, and are hereby incorporated into and made a part of this Agreement.

2. Standstill;

Waiver. For the period beginning on the Effective Date and ending on December 31, 2026 (the “Standstill Period”),

Investor will not deliver any Purchase Notices to Company pursuant to any outstanding Pre-Paid Purchases, except as set forth in this

Section (the “Standstill”). Notwithstanding the foregoing, Investor may submit Purchase Notices to Company under any

outstanding Pre-Paid Purchase during the Standstill Period on any given Trading Day the Common Shares trade at a price that is at least

fifteen percent (15%) greater than the Nasdaq Minimum Price (as defined below) for such Trading Day.

3. Additional

Definition. For purposes hereof, “Nasdaq Minimum Price” shall mean the “Minimum Price” as defined

under Nasdaq Rule 5635(d).

4. Ratification

of the Pre-Paid Purchase(s). Except as set forth herein, each outstanding Pre-Paid Purchase shall remain in full force and effect

in accordance with its terms and is hereby ratified and confirmed in all respects. Company acknowledges that it remains obligated, following

receipt of a Purchase Notice from Investor, to issue and sell Purchase Shares to Investor pursuant to the applicable Pre-Paid Purchase.

No forbearance or waiver other than as expressly set forth herein may be implied by this Agreement. Except as expressly set forth herein,

the execution, delivery and performance of this Agreement shall not operate as a waiver of, or amendment to, any right, power or remedy

of Investor under any Pre-Paid Purchase or the Transaction Documents.

5. Failure

to Comply. Company understands that the Standstill shall terminate upon the occurrence of any material breach of this Agreement by

Company or any Event of Default under any Transaction Document. Upon termination of the Standstill or expiration of the Standstill Period,

Investor shall have the right to submit Purchase Notices in accordance with the applicable outstanding Pre-Paid Purchases. For the avoidance

of doubt, termination of the Standstill pursuant to this Section 5 shall not terminate, limit or modify any other provision of this Agreement.

6. Representations,

Warranties and Agreements. In order to induce Investor to enter into this Agreement, Company, for itself, and its affiliates, successors

and assigns, hereby acknowledges, represents, warrants and agrees as follows:

(a) Company

has full power and authority to enter into this Agreement and to incur and perform all obligations and covenants contained herein, all

of which have been duly authorized by all proper and necessary action. No consent, approval, filing or registration with or notice to

any governmental authority is required as a condition to the validity of this Agreement or the performance of any obligations of Company

hereunder.

(b) Any

Event of Default which may have occurred under any outstanding Pre-Paid Purchase has not been, is not hereby, and shall not be deemed

waived by Investor except as expressly set forth herein. The agreement of Investor to refrain and forbear from exercising certain rights

and remedies shall not constitute a waiver of any other existing or future default.

representations and warranties contained in this Agreement are true and correct in all material respects as of the Effective Date. To

Company’s knowledge, there is no material fact required to be disclosed by Company under applicable securities laws that has not

been publicly disclosed or otherwise disclosed to Investor in writing prior to the Effective Date.

(d) Except

as expressly set forth in this Agreement, Company acknowledges and agrees that neither the execution and delivery of this Agreement nor

any provision contained herein shall release, impair, lessen, modify, waive or otherwise affect the obligations of Company under any

Pre-Paid Purchase or any other Transaction Document.

(e) To

the extent any claims or defenses exist as of the Effective Date and are known to Company, such claims and defenses are hereby waived

solely with respect to matters arising prior to the Effective Date and directly relating to the Transaction Documents. Company acknowledges

and agrees that execution of this Agreement by Investor shall not constitute an acknowledgment by Investor of any claim or liability.

(f) Company

acknowledges that it has freely and voluntarily entered into this Agreement after adequate opportunity to review and discuss the terms

hereof with counsel of its choosing. Company further acknowledges that this Agreement has been negotiated at arm’s length and executed

without fraud, duress or coercion.

(g) There

are no proceedings or investigations pending or, to Company’s knowledge, threatened against Company before any governmental authority,

arbitrator or court, except as previously disclosed in Company’s public filings or otherwise disclosed to Investor in writing prior

to the Effective Date.

(h) There

is no statute, regulation, rule, order, judgment or contractual provision binding upon Company that would prohibit or materially impair

the execution, delivery or performance of this Agreement.

(i) Company

is solvent as of the Effective Date, and none of the terms or provisions of this Agreement shall render Company insolvent.

7. Certain

Acknowledgments. Each party acknowledges and agrees that no additional cash or property consideration has been exchanged in connection

with the Standstill other than the mutual agreements contained herein.

8. Arbitration.

Each party agrees that any dispute arising out of or relating to this Agreement shall be subject to the Arbitration Provisions contained

in the Purchase Agreement.

9. Governing

Law; Venue. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Utah, without regard

to conflicts of laws principles. Each party agrees that venue for any dispute arising out of or relating to this Agreement shall be determined

in accordance with the Transaction Documents. COMPANY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST,

A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE ARISING UNDER THIS AGREEMENT.

10. Counterparts.

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute

one instrument. Electronic signatures shall be deemed originals for all purposes.

11. Attorneys’

Fees. In the event of any arbitration or legal proceeding arising out of this Agreement, the prevailing party shall be entitled to

recover reasonable attorneys’ fees and expenses. Nothing herein shall restrict an arbitrator’s or court’s authority

to award fees for frivolous or bad-faith conduct.

12. Severability.

If any provision of this Agreement is determined to be invalid or unenforceable, such provision shall be modified to the minimum extent

necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.

13. Entire

Agreement. This Agreement, together with the Transaction Documents, constitutes the entire agreement between the parties with respect

to the subject matter hereof and supersedes all prior oral or written understandings relating thereto.

14. No

Reliance. Company acknowledges that it is not relying upon any representation or warranty of Investor except as expressly set forth

in this Agreement or the Transaction Documents.

15. Amendments.

This Agreement may be amended or modified only by a written instrument executed by both parties. No waiver shall be effective unless

in writing and signed by the party against whom enforcement is sought.

16. Successors

and Assigns. This Agreement shall bind and benefit the parties and their respective successors and permitted assigns. Investor may

assign this Agreement or any rights hereunder to an affiliate or financing source upon written notice to Company. Company may not assign

this Agreement or any of its obligations herein without Investor’s prior written consent.

17. Continuing

Enforceability; Conflict Between Documents. Except as expressly modified by this Agreement, each Pre-Paid Purchase and each Transaction

Document shall remain in full force and effect. For the avoidance of doubt, this Agreement modifies only the timing and exercise of certain

rights under the Transaction Documents during the Standstill Period and does not amend the economic terms, conversion formulas, pricing

mechanics or settlement provisions of any Pre-Paid Purchase. In the event of any conflict between this Agreement and the Transaction

Documents, this Agreement shall control. This Agreement shall not become effective unless fully executed by both parties.

18. Time

is of the Essence. Time is of the essence with respect to each provision of this Agreement.

19. Notices.

All notices required or permitted under this Agreement shall be delivered in accordance with the notice provisions contained in the Purchase

Agreement.

20. Further

Assurances. Each party agrees to execute and deliver such additional documents and take such further actions as may reasonably be

necessary to carry out the intent and purposes of this Agreement.

[Remainder

of page intentionally left blank]

WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

COMPANY:

ARRIVE

AI INC.

By:

/s/ Dan O’Toole

Dan O’Toole, Chief Executive Officer

INVESTOR:

STREETERVILLE

CAPITAL, LLC

By:

/s/

John M. Fife

John

M. Fife, President

[Signature

Page to Standstill Agreement]

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