ARAI Arrive Ai Inc. - 8-K

Item
4.02. Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

During
preparation of the Arrive AI Inc.’s (the “Company”) Annual Report on Form 10-K for the year ended December 31, 2025,
the Company identified a potential accounting error in the reported values related to the Convertible Notes (the “Note”)
under the Securities Purchase Agreement with Streeterville Capital, LLC (“Streeterville”). Specifically, the conversion feature
of the Note contains an embedded derivative under Accounting Standards Codification (ASC) 815-40, Derivatives and Hedging . The
restatement has a non-cash impact on the reported results, but will impact the reported net income, balance sheet presentation and footnote
disclosures. The Company has engaged a third-party valuation firm to determine the appropriate fair value for the instrument. The results
of this analysis, and the financial statement adjustments will be evaluated by the Company’s independent auditors, and their derivative
experts.

As
a result of the foregoing, the Company has determined, and under the advisement of its auditors, that the Company’s previously
issued financial statements, contained within its Quarterly Reports on Form 10-Q for the quarters ended September 30, 2025 and June 30,
2025 should no longer be relied upon due to errors in such financial statements. Therefore, a restatement of these prior financial statements
is required. Accordingly, the Company intends to restate the aforementioned financial statements by amending its Quarterly Reports on
Form 10-Q for the quarters ended September 30, 2025 and June 30, 2025, as soon as reasonably practicable.

The
Company has remediated the accounting error in the reported values related to the Note under the Securities Purchase Agreement with Streeterville
in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

Item
5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

Director
Appointment

On
April 10, 2026, the Nominating and Governance Committee (the “Committee”) of the Board of Directors (the “Board”)
of the Company appointed Michael Fitz as a member of the Board, effective April 16, 2026.

In
connection with Mr. Fitz’s appointment to the Board and in accordance with the Company’s standard compensation arrangements
for non-employee directors, Mr. Fitz will be entitled to an annual cash retainer of $40,000. Additionally, Mr. Fitz will be entitled
to equity compensation in the form of restricted stock units (“RSUs”) valued at $150,000 annually, vesting one year from
the grant date, and issued quarterly. Mr. Fitz is also entitled to reimbursement of reasonable out-of-pocket expenses incurred in connection
with Board services, upon submission of proper documentation.

A
copy of the press release announcing the appointment of Mr. Fitz to the Board is attached hereto as Exhibit 99.1.

Item
9.01. Financial Statements and Exhibits.

(d)
Exhibits.

Exhibit

Number

Description

99.1

Press Release dated April 14, 2026

104

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