0001493152-26-016808 | 10-K | XBRL Viewer

DEFERRED OFFERING COSTS

12 Months Ended

Dec. 31, 2025

NOTE 9 - DEFERRED OFFERING COSTS

The Company accounts for offering costs in accordance with ASC 340-10-S99-1, Other Assets and Deferred Costs and SAB Topic 5A, Expenses of Offering. Costs that are directly attributable to proposed or actual equity offerings are capitalized as deferred offering costs until the offering is completed. Deferred offering costs consist of underwriting, legal, accounting, and other expenses. Upon completion of an equity offering, including all pre-paid advances under the Securities Purchase Agreement discussed in NOTE 10, such costs are recorded as a reduction of the related proceeds and reflected as a reduction of additional paid-in capital. The deferred offering costs related to the SPA are recorded pro rata based on the pre-paid advance compared to the maximum facility.

During the year ended December 31, 2025, the Company raised gross proceeds of $12,277,007, consisting of $11,890,000 under pre-paid purchase agreements pursuant to the public offering and $387,007 through a crowdfunding offering.

The following summarizes the deferred offering balances as of December 31, 2025 and 2024 and changes during the years then ending:

SCHEDULE OF DEFERRED OFFERING COSTS

	2025			2024
Beginning balance	$	427,898		$	-
Costs related to public offering		7,616,439			427,898
Costs related to crowdfunding		91,543			229,994
Reclassification to additional paid-in capital		(2,485,695	)		(229,994	)
OUTSTANDING BALANCE	$	5,650,185		$	427,898

The Company’s public offering registration statement was declared effective, and the stock began trading on May 15, 2025. At December 31, 2024, the Company had deferred offering costs of $427,898 consisting of filing and legal costs related to the transaction. On January 2, 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. In May 2025, the Company recorded an additional $688,570 for filing and legal fees related to the transaction. Of the deferred offering costs incurred, $2,394,152 was recorded as a reduction of proceeds associated with the pre-paid purchase agreements.

Deferred offering costs associated with the crowdfunding offering of $91,543 and $229,994 were capitalized and immediately reclassified to additional paid-in capital upon completion of the crowdfunding offerings during the year ended December 31, 2025 and 2024, respectively.

The remaining deferred offering costs will be recorded as a reduction of additional paid-in capital upon completion of the related pre-paid advances under the Securities Purchase Agreement discussed in NOTE 10.

SEGMENT REPORTING (Details Narrative)	12 Months Ended
SEGMENT REPORTING (Details Narrative)	Dec. 31, 2025 Segments
Revenue, Major Customer [Line Items]
Number of reportable segments	1
Revenue Benchmark [Member] \| Customer Concentration Risk [Member] \| One Customer [Member]
Revenue, Major Customer [Line Items]
Concentration risk percentage	90.00%
UNITED STATES \| Revenue Benchmark [Member] \| Geographic Concentration Risk [Member]
Revenue, Major Customer [Line Items]
Concentration risk percentage	100.00%

- Definition

For an entity that discloses a concentration risk in relation to quantitative amount, which serves as the "benchmark" (or denominator) in the equation, this concept represents the concentration percentage derived from the division.

+ References + Details

SCHEDULE OF SHARES REPURCHASE (Details)	12 Months Ended
SCHEDULE OF SHARES REPURCHASE (Details)	Dec. 31, 2025 USD ($) $ / shares shares
Equity [Abstract]
Total number of shares repurchased \| shares	19,700
Amount repurchased \| $	$ 74,743
Average price per share \| $ / shares	$ 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

PROPERTY AND EQUIPMENT (Tables)

12 Months Ended

Dec. 31, 2025

Property, Plant and Equipment [Abstract]

SCHEDULE OF PROPERTY AND EQUIPMENT

Property and equipment consist of the following:

SCHEDULE OF PROPERTY AND EQUIPMENT

	2025			2024
	December 31,
	2025			2024
Vehicles	$	94,751		$	58,443
Equipment		308,330			50,000
Leasehold improvements		154,375			-
Construction in progress		73,787			38,155
Total property and equipment		631,243			146,598
Less: accumulated depreciation		(116,559	)		(51,173	)
TOTAL PROPERTY AND EQUIPMENT, NET	$	514,684		$	95,425

For the years ended December 31, 2025 and 2024, total depreciation expense was $65,385 and $28,303.

SCHEDULE OF ASSUMPTIONS USED TO ESTIMATE THE FAIR VALUE OF THE WARRANTS (Details) - Warrant [Member]	Dec. 31, 2025	Dec. 31, 2024
Measurement Input, Expected Term [Member]
Expected term	3 years 11 months 12 days
Measurement Input, Expected Term [Member] \| Minimum [Member]
Expected term		1 year 6 months
Measurement Input, Expected Term [Member] \| Maximum [Member]
Expected term		3 years 8 months 12 days
Measurement Input, Price Volatility [Member]
Fair value on the date of grant	95.00	95.00
Measurement Input, Risk Free Interest Rate [Member]
Fair value on the date of grant	3.90
Measurement Input, Risk Free Interest Rate [Member] \| Minimum [Member]
Fair value on the date of grant		3.60
Measurement Input, Risk Free Interest Rate [Member] \| Maximum [Member]
Fair value on the date of grant		4.50
Measurement Input, Expected Dividend Rate [Member]
Fair value on the date of grant	0.0	0.0
Measurement Input Fair Market Value Underlying Common Stock [Member]
Fair value on the date of grant	8.55
Measurement Input Fair Market Value Underlying Common Stock [Member] \| Minimum [Member]
Fair value on the date of grant		1.44
Measurement Input Fair Market Value Underlying Common Stock [Member] \| Maximum [Member]
Fair value on the date of grant		1.87

SCHEDULE OF RESTRICTED STOCK UNITS OUTSTANDING (Details) - $ / shares	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Warrants outstanding	227,549	163,215
Weighted average grant date fair value	$ 4.76	$ 4.16
Number of restricted stock units, granted	7,692	64,334
Weighted average grant date fair value, granted	$ 8.55	$ 6.30
Warrants outstanding	107,741	227,549
Weighted average grant date fair value	$ 6.09	$ 4.76
Restricted Stock Units (RSUs) [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Warrants outstanding
Weighted average grant date fair value
Number of restricted stock units, granted	1,693,202
Weighted average grant date fair value, granted	$ 3.07
Warrants outstanding	1,693,202
Weighted average grant date fair value	$ 3.07

- 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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+ Details

SCHEDULE OF FINANCE LIABILITIES MEASURED AT FAIR VALUE (Details) - USD ($)	Dec. 31, 2025	Sep. 30, 2025	Jun. 30, 2025	Dec. 31, 2024
Fair Value Disclosures [Abstract]
Derivative liabilities	$ 1,460,000	$ 1,140,000	$ 2,060,000

COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)	Sep. 09, 2025	Mar. 15, 2023
Commitments and Contingencies Disclosure [Abstract]
Liability for Unpaid Claims and Claims Adjustment Expense, Net		$ 29,000,000
Plaintiff's alleged damages and fees	$ 45,082

SCHEDULE OF CHANGE IN THE VALUATION ALLOWANCE (Details) - USD ($)	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Income Tax Disclosure [Abstract]
Beginning balance, January 1	$ 3,950,358	$ 2,717,209
Change in valuation allowance	2,737,187	1,233,149
VALUATION ALLOWANCE	$ 6,687,545	$ 3,950,358

FAIR VALUE MEASUREMENTS (Tables)

12 Months Ended

Dec. 31, 2025

Fair Value Disclosures [Abstract]

SCHEDULE OF FINANCE LIABILITIES MEASURED AT FAIR VALUE

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

Description		Level		December 31, 2025				December 31, 2024
Derivative liabilities		3		$	1,460,000			$	-

SCHEDULE OF VALUATION OF MEASUREMENT INPUT

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)			Derivative 3 (Convertible Note 3)
Assumed instrument term		3.0 years			3.0 years			3.0 years
Stock price	$	13.25		$	6.78		$	3.90
Selected equity volatility		135	%		130	%		150	%
Risk-free rate (continuous compounded, 3-year)		3.91	%		3.68	%		3.47	%
Debt discount rate (3-year)		25.72	%		28.69	%		27.06	%

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			12/31/2025
Assumed instrument term		3.0 years			3.0 years			3.0 years
Stock price	$	11.68		$	3.64		$	2.63
Selected equity volatility		135	%		145	%		150	%
Risk-free rate (continuous compounded, 3-year)		3.65	%		3.58	%		3.52	%
Debt discount rate (3-year)		28.93	%		26.00	%		27.10	%

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)			Derivative 3 (Convertible Note 3)
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 RECONCILIATION OF THE DERIVATIVE LIABILITIES MEASURED AT FAIR VALUE

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			Convertible Note 3			Total
Balance at January 1, 2025	$	—		$	—		$	—		$	—
Derivative liability 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
Derivative liability 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 on September 30, 2025		370,000			770,000			—			1,140,000
Balance		370,000			770,000			—			1,140,000
Derivative liability recognized upon issuance of convertible note payable at fair value		—			—			750,000			750,000
Change in fair value — period-end remeasurement (December 31, 2025)		(90,000	)		(190,000	)		(150,000	)		(430,000	)
BALANCE AT DECEMBER 31, 2025	$	280,000		$	580,000		$	600,000		$	1,460,000
Balance	$	280,000		$	580,000		$	600,000		$	1,460,000

STOCKHOLDERS’ EQUITY (DEFICIT) (Details Narrative) - USD ($)			12 Months Ended
	Nov. 25, 2024	Sep. 15, 2021	Dec. 31, 2025	Dec. 31, 2024	Sep. 08, 2025	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		100,000,000
Common stock, par value	$ 0.0002	$ 0.00005	$ 0.0002	$ 0.0002		$ 0.0001
Reverse stock split	1-for-4	2-for-1
Number of shares issued, value			$ 448,057
Number of shares issued, average per share			$ 2.63	$ 12.71
Number of shares warrants exercised			120,820
Commitment shares			62,500
Issued at fair value			$ 828,125
Number of shares issued			88,266	86,665
Conversion of shares issued			1,207,355
Number of shares conversion, value			$ 4,533,980
Treasury stock shares, retired			19,700
treasury stock shares, cost			$ 74,743
Treasury stock reduction to common stock			4
Treasury stock reduction to additional paid-in capital			$ 74,739
2023 Equity Incentive Plan [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of shares issued			773
Number of shares issued, fair value			$ 6,164
Investor [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of shares issued			11,692
Number of shares issued, value			$ 152,000
Number of shares issued, average per share			$ 13.00
Number of shares issued, value				410,632
Investor [Member] \| Securities Purchase Agreement [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of shares issued			2,937,500
Number of shares issued, value			$ 588
Other Investors [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of shares issued			25,693	174,680
Number of shares issued, value			$ 295,469	$ 1,818,626
Number of shares issued, average per share			$ 11.50	$ 10.41
Employees and Consultants [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of shares issued, average per share			$ 13.00
Number of shares issued with stock awards			84,874
Number of shares issued, value			$ 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			$ 296,102
Consultant [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of shares issued, average per share			$ 13.00	$ 12.50
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			92,673
Number of shares issued, value			$ 1,204,737
Number of shares issued, average per share			$ 13.00
Legal expenses			$ 1,204,737
Accredited Investors [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of shares issued				41,119
Number of shares issued, value				$ 825,000
Number of shares issued, average per share				$ 12.00
Shares issued				68,743
Employees [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of shares issued, value				32,839
Common Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Shares issued			5,112,182	276,626
Number of shares issued			2,974,885
Number of shares issued, value			$ 595
Number of shares warrants exercised			120,820
Conversion of shares issued			1,207,355
Number of shares conversion, value			$ 241
Number of shares issued, value				32,839
Stock repurchase			9,925,000		$ 10,000,000
Warrant [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of shares issued, value			$ 573,895
Warrant [Member] \| Investor [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of shares deemed			7,692

STOCK-BASED COMPENSATION (Details Narrative) - USD ($)			12 Months Ended
STOCK-BASED COMPENSATION (Details Narrative) - USD ($)	Nov. 06, 2025	Apr. 27, 2023	Dec. 31, 2025	Dec. 31, 2024
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share price			$ 2.63	$ 12.00
Share price per share			$ 2.63	$ 12.71
Number of options granted				45,565
Unrecognized compensation expense related to non-vested stock options			$ 3,889,706
Compensation expense related to stock options			$ 1,001,613	$ 978,234
Options exercised			1,251
Performance obligation vested			88,266	86,665
Share based compensation			$ 2,503,657	$ 1,388,866
Employees or Consultants [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock Issued During Period, Shares, Restricted Stock Award, Gross			35,389
Compensation expense			$ 296,102
Restricted Stock Units (RSUs) [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Performance obligation vested			493,608
Number of shares issued to employee			1,693,202
Total fair value			$ 5,204,697
Number of shares vested			1,199,594
Share based compensation			$ 59,586
Performance obligation vested period			4 years
Performance based compensation expenses			$ 36,830
Unrecognized share-based compensation expense			$ 5,108,281
2023 Equity Incentive Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Common stock availble for issuance	7,000,000	1,500,000
Availble for grant			4,660,840
2023 Equity Incentive Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Performance obligation vested			773

SCHEDULE OF SHARE OPTIONS OUTSTANDING (Details) - USD ($)	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Share-Based Payment Arrangement [Abstract]
Number of share options outstanding	614,704	569,331
Weighted average exercise price	$ 0.80	$ 0.80
Weighted average grant date fair value	$ 10.88	$ 10.80
Weighted average remaining contractual life years	4 years 10 months 24 days	5 years 10 months 20 days	6 years 7 months 28 days
Aggregate intrinsic value	$ 7,322,656	$ 5,852,440
Share options outstanding granted		45,565
Weighted average exercise price granted		$ 0.76
Weighted average grant date fair value granted		11.80
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)	(192)
Weighted average exercise price canceled/expired	$ 0.76	$ 0.76
Weighted average grant date fair value canceled/expired	$ 11.69	$ 10.30
Aggregate intrinsic value, Canceled/Expired
Number of share options outstanding	609,318	614,704	569,331
Weighted average exercise price	$ 0.80	$ 0.80	$ 0.80
Weighted average grant date fair value	$ 10.87	$ 10.88	$ 10.80
Aggregate intrinsic value	$ 1,116,368	$ 7,322,656	$ 5,852,440
Number of shares exercisable	247,991
Weighted average exercise price, exercisable	$ 0.80
Weighted average grant date fair value, exercisable	$ 10.86
Weighted average remaining contractual term (years), exercisable	6 years 11 months 1 day
Aggregate intrinsic value, exercisable	$ 453,656

SCHEDULE OF MATURITIES OF LONG-TERM DEBT (Details) - USD ($)	Dec. 31, 2025	Dec. 31, 2024
Debt Disclosure [Abstract]
2026	$ 9,140
2027	1,418
TOTAL	$ 10,558	$ 19,082

SCHEDULE OF RIGHT-OF-USE ASSETS AND LEASE LIABILITIES (Details) - USD ($)	Dec. 31, 2025	Dec. 31, 2024
Leases
Right-of-use assets, net	$ 2,117,284
Operating lease liabilities – current portion	392,950
Operating lease liabilities – long-term portion	$ 1,725,073

SCHEDULE OF INTEREST EXPENSE (Details) - USD ($)	12 Months Ended
SCHEDULE OF INTEREST EXPENSE (Details) - USD ($)	Dec. 31, 2025	Dec. 31, 2024
Convertible Notes Payable
Stated interest at 8% per annum	$ 282,930
Accretion of debt discount	249,530
Accretion of debt issuance costs	20,548
Loss on conversion of convertible notes payable	$ 1,561,338

PROPERTY AND EQUIPMENT

12 Months Ended

Dec. 31, 2025

Property, Plant and Equipment [Abstract]

PROPERTY AND EQUIPMENT

NOTE 6 - PROPERTY AND EQUIPMENT

Property and equipment consist of the following:

SCHEDULE OF PROPERTY AND EQUIPMENT

	2025			2024
	December 31,
	2025			2024
Vehicles	$	94,751		$	58,443
Equipment		308,330			50,000
Leasehold improvements		154,375			-
Construction in progress		73,787			38,155
Total property and equipment		631,243			146,598
Less: accumulated depreciation		(116,559	)		(51,173	)
TOTAL PROPERTY AND EQUIPMENT, NET	$	514,684		$	95,425

For the years ended December 31, 2025 and 2024, total depreciation expense was $65,385 and $28,303.

SCHEDULE OF NONVESTED SHARE OPTION (Details) - USD ($)	12 Months Ended
SCHEDULE OF NONVESTED SHARE OPTION (Details) - USD ($)	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Share-Based Payment Arrangement [Abstract]
Number of nonvested share options	452,875	494,105
Weighted average exercise price	$ 0.80	$ 0.80
Weighted average grant date fair value	$ 10.89	$ 10.80
Weighted average remaining contractual life years	3 years 6 months 14 days	5 years 2 months 15 days	6 years 4 months 17 days
Aggregate intrinsic value	$ 5,397,813	$ 5,080,434
Nonvested share options, granted		45,565
Weighted average grant date fair value, vested		$ 0.76
Weighted average grant date fair value, granted		$ 11.80
Nonvested share options, vested	(88,266)	(86,665)
Weighted average grant date fair value, vested	$ 0.79	$ 0.79
Weighted average grant date fair value, vested	$ 10.29	$ 10.89
Nonvested share options, canceled/expired	(3,282)	(130)
Weighted average grant date fair value, canceled/expired	$ 0.76	$ 0.76
Weighted average grant date fair value, canceled/expired	$ 11.72	$ 10.30
Nonvested share options, granted		(45,565)
Number of nonvested share options	361,327	452,875	494,105
Weighted average exercise price	$ 0.80	$ 0.80	$ 0.80
Weighted average grant date fair value	$ 10.99	$ 10.89	$ 10.80
Aggregate intrinsic value	$ 662,712	$ 5,397,813	$ 5,080,434

Balance Sheets (Parenthetical) - USD ($)	Dec. 31, 2025	Dec. 31, 2024
Statement of Financial Position [Abstract]
Accumulated amortization	$ 2,603	$ 1,099
Convertible note payable, net of discount	$ 3,379,447	$ 240,896
Common stock, par value	$ 0.0002	$ 0.0002
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares issued	34,213,387	29,120,905
Common stock, shares outstanding	34,213,387	29,120,905

LEASES

12 Months Ended

Dec. 31, 2025

Leases

LEASES

NOTE 7 – LEASES

The Company leases office space and ground robots under noncancelable operating lease agreements.

Office Space – Related Party Lease

The office space is leased from an entity owned by the Company’s Chief Executive Officer and principal shareholder and is therefore considered a related-party lease. The lease is an operating lease with an initial term of five years commencing on October 1, 2025. The lease includes an option to renew upon expiration of the initial term; however, renewal periods were not included in the measurement of the right-of-use asset or lease liability because the Company has determined that exercise of the renewal option is not reasonably certain at this time.

Under this lease, the base rent is $44,481 per month for the first twelve months, increasing 3% for each twelve-month period thereafter. The lease is structured as a triple-net arrangement under which the Company also pays taxes, insurance, and common area maintenance charges directly. These triple-net lease (“NNN”) costs are variable in nature and are not included in the measurement of the right-of-use asset or lease liability; they are expensed as incurred. Based on current estimates, NNN costs are approximately $9,885 per month. Total variable lease costs recognized under this arrangement during the year ended December 31, 2025 were approximately $29,655. The estimated all-in monthly occupancy cost is approximately $54,366. This lease arrangement is also disclosed in NOTE 14.

Ground Robot Leases

The Company also leases ground robots used in delivery operations to transport goods between Arrive Point units. These leases have initial terms of two years commencing on July 31, 2025. Lease payments are approximately $4,200 per month. Total lease costs recognized under this arrangement during the year ended December 31, 2025 were approximately $25,200. The lease includes renewal options; however, renewal periods were not included in the measurement of the right-of-use assets or lease liabilities because the Company has determined that exercise of the renewal options is not reasonably certain at this time.

The ground robot leases and the office space lease have been aggregated in the disclosures below as they share similar remaining terms, discount rates, and lease structures. Management has evaluated the leases and concluded that separate presentation is not necessary to provide a meaningful understanding of the Company’s lease obligations.

Right-of-Use Assets and Lease Liabilities

The following summarizes the right-of-use assets and lease liabilities recorded on the Company’s balance sheet as of December 31, 2025:

ARRIVE AI INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 2025 AND 2024

Lease Cost

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

SCHEDULE OF LEASE COST

	2025		2024
	Years Ended December 31,
	2025		2024
Operating lease cost included in general and administrative expense	$	159,382	$	-

Supplemental Cash Flow Information

The following is a summary of the supplemental information related to the Company’s operating leases included in the statements of cash flows:

	2025		2024
	Years Ended December 31,
	2025		2024
Cash paid for amounts included in the measurement of operating lease liabilities	$	158,643	$	-
Right-of-use assets obtained in exchange for lease obligations		2,216,753		-

Discount Rate and Lease Term

As the Company’s office lease does not provide an implicit interest rate, the Company used its incremental borrowing rate (“IBR”) to discount future lease payments. Because the Company has no directly observable secured borrowing rate, the IBR was estimated using a build-up approach consisting of the applicable U.S. Treasury rate for a borrowing term consistent with the expected lease term as of the lease commencement date, plus a credit risk premium based on prevailing speculative-grade corporate bond spreads, and adjusted to reflect the collateralized nature of the borrowing as contemplated by ASC 842.

The weighted-average remaining lease term and weighted-average discount rate for operating leases at December 31, 2025 were 4.65 years and 10.42%, respectively.

Future Minimum Lease Payments

The future lease payments required under the Company’s leases for the years ending December 31 are as follows:

Future minimum lease payments
2026	$	588,174
2027		579,102
2028		570,516
2029		587,634
2030		300,378
Total future lease payments		2,625,804
Less: Amount representing interest		(507,781	)
Present value of lease liabilities		2,118,023
Less: current portion		(392,950	)
Long-term portion	$	1,725,073

Scheduled amounts represent contractual base rent only and exclude variable NNN costs. Variable lease costs associated with the ground robot leases, if any, were not material for the year ended December 31, 2025. Based on current estimates, NNN costs are approximately $9,885 per month and are expensed as incurred.

ARRIVE AI INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 2025 AND 2024

NOTE PAYABLE (Details Narrative) - USD ($)	12 Months Ended
NOTE PAYABLE (Details Narrative) - USD ($)	Dec. 31, 2025	Dec. 31, 2024
Debt Disclosure [Abstract]
Interest expenses	$ 1,064	$ 1,635

SCHEDULE OF NET DEFERRED TAX AMOUNTS (Details) - USD ($)	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Income Tax Disclosure [Abstract]
Net operating loss carryforward	$ 3,936,612	$ 1,814,039
Stock-based compensation	1,264,753	769,563
Property and equipment	349,976	406,695
Intangible assets	302,923	460,517
R&D credits	168,322	75,571
Other	664,959	423,973
Total deferred tax assets	6,687,545	3,950,358
Less: valuation allowance	(6,687,545)	(3,950,358)	$ (2,717,209)
TOTAL DEFERRED TAX ASSETS, NET

SEGMENT REPORTING

12 Months Ended

Dec. 31, 2025

Segment Reporting [Abstract]

SEGMENT REPORTING

NOTE 19 - SEGMENT REPORTING

The Company determines its operating segments in accordance with ASC 280, Segment Reporting, based on the information reviewed by the Chief Operating Decision Maker (“CODM”) for purposes of allocating resources and assessing performance. The Company operates as a 1single reportable segment, as the CODM, the Chief Executive Officer (“CEO”), evaluates the business as a whole and does not receive discrete financial information for multiple business units. The CODM assesses the Company’s financial performance based on net loss, as presented in the statements of operations, and uses net loss to evaluate operating results and make resource allocation decisions.

The Company has determined that there are no significant segment expense categories or other segment items that are regularly provided to the CODM and included in the measure of segment profit or loss.

Entity-Wide Disclosures

●	Geographic Revenue Information: For the year ended December 31, 2025, 100% of the Company’s revenue was generated in the United States. The Company did not generate revenue during the year ended December 31, 2024.

●	Major Customers: The Company has one customer, Hancock Health, that accounted for more than 90% of total revenue.

●	Geographic Asset Information: Substantially all of the Company’s assets are located in the United States.

- 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

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+ Details

STOCKHOLDERS’ EQUITY (DEFICIT)

12 Months Ended

Dec. 31, 2025

Equity [Abstract]

STOCKHOLDERS’ EQUITY (DEFICIT)

NOTE 15 - STOCKHOLDERS’ EQUITY (DEFICIT)

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 year ended December 31, 2025, the Company issued in the aggregate 5,112,182 shares of common stock as follows:

●	11,692 shares to accredited investors in exchange for aggregate cash proceeds of $152,000 at an average share price of $13.00 per share. Of these shares, 7,692 were issued with warrants and classified as equity, as further disclosed in Note 16.
●	2,937,500 shares to an accredited investor in exchange for cash proceeds of $588. The shares were issued at par value, pursuant to the securities purchase agreement, dated March 21, 2025, by and between the Company and Streeterville Capital, LLC as described in Note 10.
●	120,820 shares upon the exercise of warrants for aggregate cash proceeds of $573,895.
●	25,693 shares issued through a crowdfunding campaign to other investors in exchange for net cash proceeds of $295,469, at an average net proceeds per share of $11.50 after platform fees.
●	84,874 shares issued to employees and consultants in exchange for services. The shares were recognized as compensation expense immediately and were fair valued at $13.00 per share, for a total fair value of $1,103,362. The fair value was determined based on the price per stock issued to investors for cash during the period January 1, 2025 to May 15, 2025.
●	35,389 shares to employees and consultants pursuant to stock awards. The shares were recognized as stock-based compensation expense immediately with a fair value totaling $296,102, based on the Company’s closing stock price on the grant date.
●	62,500 shares to an Streeterville Capital, LLC as commitment shares pursuant to pre-paid purchase 1 under the SPA agreement. The shares were issued at fair value of $828,125.
●	773 shares upon the cashless exercise of vested options under the 2023 Equity Incentive Plan. The shares had an aggregate fair value of $6,164, determined based on the Company’s closing stock price on the exercise date.
●	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.
●	92,673 shares issued to settle an outstanding payable in the amount of $1,204,737 with a consultant for legal expenses incurred in prior periods, fair valued at $13.00 per share, for a total of $1,204,737. There was no gain or loss associated with settlement in shares.
●	1,207,355 shares issued, with a fair value of $4,533,980, as a conversion of convertible notes payable, as described in Note 10.

ARRIVE AI INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 2025 AND 2024

During the year ended December 31, 2024, the Company issued in the aggregate 276,626 shares of common stock as follows:

●	68,743 shares, of which 41,119 shares are inclusive of warrants issued and deemed as equity to accredited investors in exchange for cash of $825,000 at an average of $12.00 per share.
●	174,680 shares issued through a crowdfunding campaign to other investors in exchange for net cash of $1,818,626, at an average of $10.41 per share.
●	32,839 shares issued to employees or consultants via stock awards, recognized as compensation expense, fair valued at an average of $12.50 per share for a total of $410,632, based on the price per stock issued to investors for cash.

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.

The following sets forth the Company’s share repurchases for the year ended December 31, 2025:

SCHEDULE OF SHARES REPURCHASE

Total number of shares repurchased		19,700
Amount repurchased	$	74,743
Average price per share	$	3.79

Share repurchases for the year ended December 31, 2025 were made on the open market subject to regulatory constraints. As of December 31, 2025, the Company had approximately $9,925,000 available for repurchase remaining under the repurchase program.

During the year ended December 31, 2025, the Company retired 19,700 treasury shares acquired at a cost of $74,743. The impact of the retirement of treasury shares was a reduction to common stock and additional paid-in capital of $4 and $74,739, respectively.

- Definition

The entire disclosure for equity.

+ References

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+ Details

COMMITMENTS AND CONTINGENCIES

12 Months Ended

Dec. 31, 2025

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

NOTE 18 - COMMITMENTS AND CONTINGENCIES

Litigation

The Company accounts for loss contingencies in accordance with ASC 450-20, Contingencies — Loss Contingencies. A liability is accrued when a loss is probable and the amount can be reasonably estimated. When a loss is reasonably possible but not probable, or when a probable loss cannot be reasonably estimated, the Company discloses the nature of the contingency and, where determinable, an estimate of the possible loss or range of loss.

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. Legal fees are expensed as incurred.

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.

On March 15, 2023, the Company was named as a defendant in CAUSE NO. 29 D05-2303-PL-002478, originally filed in Hamilton County, Indiana and subsequently moved to Marion County as CAUSE NO. 49 D02-2305-PL-020604. This is an employment action alleging breach of employment agreement; breach of stock purchase agreement; breach of fiduciary duties and non-payment of salary, bonuses, and benefits. Although the settlement demand includes unpaid salary and stock awards of approximately $29 million, the Company does not believe a loss is probable, and the Company is unable to estimate a reasonably possible loss, or range of loss, at this time. No motions are pending, and depositions are scheduled. No accrual has been recorded as of December 31, 2025.

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 Plaintiff’s alleged damages and fees total $45,082. 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. No accrual has been recorded as of December 31, 2025.

On October 2, 2025, the Company was the plaintiff in a lawsuit Case No. 1:2025cv02026 filed in federal court in the Southern District of Indiana for misappropriation of US federal and Indiana trade secrets. The defendants are former consultants, Myron Wright, an individual, and Wright Flyer Consulting Group Inc., a Kentucky corporation. The Company is seeking compensatory and punitive damages, attorney fees and costs as well as permanent injunctive relief against the defendants requiring the immediate cessation of all transactions utilizing the Company’s Trade Secrets and return of materials constituting the Trade Secrets. Taft, Stettinius & Hollister, LLP is representing the Company in the matter. Settlement negotiations are scheduled, and because the Company is the plaintiff in this matter, no loss contingency has been recorded.

ARRIVE AI INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 2025 AND 2024

SCHEDULE OF INCOME TAX BENEFIT (Details) - USD ($)	12 Months Ended
SCHEDULE OF INCOME TAX BENEFIT (Details) - USD ($)	Dec. 31, 2025	Dec. 31, 2024
Income Tax Disclosure [Abstract]
Current Provision
Federal	2,430,664	1,071,110
State	306,523	162,039
Total deferred provision	2,737,187	1,233,149
Change in valuation allowance	(2,737,187)	(1,233,149)
INCOME TAX BENEFIT, NET

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

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+ Details

INCOME TAXES

12 Months Ended

Dec. 31, 2025

Income Tax Disclosure [Abstract]

INCOME TAXES

NOTE 12 - INCOME TAXES

The Company recorded no current or deferred income tax benefit for the years ended December 31, 2025 and 2024, primarily due to losses and a full valuation allowance on deferred tax assets.

The income tax benefit consists of the following:

SCHEDULE OF INCOME TAX BENEFIT

	2025			2024
	Years Ended December 31,
	2025			2024
Current Provision	$	—		$	—
Deferred:
Federal		2,430,664			1,071,110
State		306,523			162,039
Total deferred provision		2,737,187			1,233,149
Change in valuation allowance		(2,737,187	)		(1,233,149	)
INCOME TAX BENEFIT, NET	$	—		$	—

As presented above, no benefit (provision) for income taxes has been recognized for the years ended December 31, 2025 and 2024.

Enhanced Disclosures (ASU 2023-09 – 2025)

The Company adopted ASU 2023-09 on January 1, 2025, on a prospective basis. Accordingly, the enhanced income tax disclosures required under the ASU are presented only for the year ended December 31, 2025. Prior period amounts have not been recast and are therefore not comparable.

A reconciliation of the federal statutory rate to the Company’s effective tax rate is as follows. In accordance with ASU 2023-09, reconciling items greater than 5% of the statutory tax rate are presented separately. Amounts below this threshold are aggregated within “Other.” The 2025 reconciliation below is not presented on a comparable basis with prior periods due to the adoption of ASU 2023-09.

	2025 (in dollars)			2025(%)
Statutory federal income tax rate	$	(2,693,540	)		21.0	%
State taxes, net of federal income tax effect		(428,716	)		3.3	%
Other		11,521			(0.1	)%
Equity-settled debt loss (non-deductible)		373,549			(2.9	)%
Change in valuation allowance		2,737,186			(21.3	)%
INCOME TAX BENEFIT, NET	$	—			0.0	%

There were no federal, state, or foreign income taxes paid in the year ended December 31, 2025.

Legacy Disclosures (ASC 740 – 2024)

The following is a reconciliation of the statutory federal income tax rate applied to pre-tax net loss compared to the income tax benefit in the statement of operations as of December 31, 2024.

	2024 (in dollars)			2024(%)
Statutory federal income tax rate	$	(952,951	)		21.0	%
State taxes, net of federal income tax effect		(179,960	)		3.9	%
Other		—			—	%
Change in valuation allowance		1,132,912			(24.9	)%
INCOME TAX BENEFIT, NET	$	—			0.0	%

There were no federal, state, or foreign income taxes paid in the year ended December 31, 2024.

The net deferred tax amounts in the accompanying balance sheets include the following components:

SCHEDULE OF NET DEFERRED TAX AMOUNTS

	2025			2024
	December 31,
	2025			2024
Net operating loss carryforward	$	3,936,612		$	1,814,039
Stock-based compensation		1,264,753			769,563
Property and equipment		349,976			406,695
Intangible assets		302,923			460,517
R&D credits		168,322			75,571
Other		664,959			423,973
Total deferred tax assets		6,687,545			3,950,358
Less: valuation allowance		(6,687,545	)		(3,950,358	)
TOTAL DEFERRED TAX ASSETS, NET	$	-		$	-

The tax benefit from state net operating loss carryforwards of $670,036 begin to expire in 2040. The tax benefit from state research and development credits of $186,134 begin to expire in 2031. The federal net operating loss carryforwards never expire.

ARRIVE AI INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 2025 AND 2024

The change in the valuation allowance was the following at December 31:

	2025		2024
Beginning balance, January 1	$	3,950,358	$	2,717,209
Change in valuation allowance		2,737,187		1,233,149
VALUATION ALLOWANCE	$	6,687,545	$	3,950,358

In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which net operating losses and temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to the future realization of the deferred tax assets and has therefore established a valuation allowance.

As of December 31, 2025, the Company had operating loss carry forwards of approximately $15,555,122, which are allowed for an indefinite carryforward period but may be subject to limitations. This amount can be used to offset future taxable income of the Company.

The timing and manner in which the Company can utilize operating loss carryforwards in any year may be limited by provisions of the Internal Revenue Code regarding changes in ownership of corporations. Such limitation may have an impact on the ultimate realization of its carryforwards and future tax deductions.

The Company follows the guidance under ASC 740, Income Taxes, for the recognition and measurement of uncertain tax positions. Recognition involves a determination of whether it is more likely than not that a tax position will be sustained upon examination with the presumption that the tax position will be examined by the appropriate taxing authority having full knowledge of all relevant information. The Company’s application of the uncertain tax position guidance under ASC 740 did not result in any adjustments to the financial statements.

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 and no charge during 2025, and accordingly, the Company did not recognize any interest or penalties during 2025 related to unrecognized tax benefits. There is no accrual for uncertain tax positions as of December 31, 2025.

The Company files U.S. income tax returns and Indiana state income tax returns. With few exceptions, the U.S. and state income tax returns filed for the tax years ended on December 31, 2022 and thereafter are subject to examination by the relevant taxing authorities.

- Definition

The entire disclosure for income tax.

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+ Details

SCHEDULE OF FAIR VALUE OF OPTIONS GRANTED (Details)	12 Months Ended
SCHEDULE OF FAIR VALUE OF OPTIONS GRANTED (Details)	Dec. 31, 2025
Share-Based Payment Arrangement [Abstract]
Weighted-average volatility	95.00%
Risk-free rate	3.81%
Dividend yield	0.00%
Expected term years	10 years

SCHEDULE OF NOTE ISSUANCE SUMMARY (Details) - USD ($)	3 Months Ended		6 Months Ended	12 Months Ended
SCHEDULE OF NOTE ISSUANCE SUMMARY (Details) - USD ($)	Dec. 31, 2025	Sep. 30, 2025	Jun. 30, 2025	Dec. 31, 2025
Short-Term Debt [Line Items]
Face amount	$ 11,890,000			$ 11,890,000
Original issue discount	(890,000)			(890,000)
Cash proceeds				11,000,000
Debt issuance costs (contra-liability)				(348,387)
Derivative discount (initial fair value of bifurcated derivatives)	750,000	$ 1,710,000	$ 2,250,000	(4,710,000)
Commitment shares (discount)				(828,125)
INITIAL HOST CARRYING VALUE				$ 5,113,488
Convertible Note 1 [Member]
Short-Term Debt [Line Items]
Debt Instrument, Issuance Date				May 15, 2025
Face amount	4,330,000			$ 4,330,000
Original issue discount	(330,000)			(330,000)
Cash proceeds				4,000,000
Debt issuance costs (contra-liability)				(75,987)
Derivative discount (initial fair value of bifurcated derivatives)				(2,250,000)
Commitment shares (discount)				(828,125)
INITIAL HOST CARRYING VALUE				$ 845,888
Convertible Note 2 [Member]
Short-Term Debt [Line Items]
Debt Instrument, Issuance Date				Aug. 11, 2025
Face amount	4,320,000			$ 4,320,000
Original issue discount	(320,000)			(320,000)
Cash proceeds				4,000,000
Debt issuance costs (contra-liability)				(137,400)
Derivative discount (initial fair value of bifurcated derivatives)				(1,710,000)
Commitment shares (discount)
INITIAL HOST CARRYING VALUE				$ 2,152,600
Convertible Note 3 [Member]
Short-Term Debt [Line Items]
Debt Instrument, Issuance Date				Dec. 03, 2025
Face amount	3,240,000			$ 3,240,000
Original issue discount	$ (240,000)			(240,000)
Cash proceeds				3,000,000
Debt issuance costs (contra-liability)				(135,000)
Derivative discount (initial fair value of bifurcated derivatives)				(750,000)
Commitment shares (discount)
INITIAL HOST CARRYING VALUE				$ 2,115,000

Cover - USD ($) $ / shares in Units, $ in Millions	12 Months Ended
Cover - USD ($) $ / shares in Units, $ in Millions	Dec. 31, 2025	Dec. 31, 2024	Apr. 15, 2026	Jun. 30, 2025
Cover [Abstract]
Document Type	10-K
Amendment Flag	false
Document Annual Report	true
Document Transition Report	false
Document Period End Date	Dec. 31, 2025
Document Fiscal Period Focus	FY
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 Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
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 Public Float				$ 99
Entity Common Stock, Shares Outstanding			47,731,391
ICFR Auditor Attestation Flag	false
Document Financial Statement Error Correction [Flag]	false
Entity Listing, Par Value Per Share	$ 0.0002
Auditor Firm ID	3523	5036
Auditor Name	Stephano Slack LLC	Assurance Dimensions
Auditor Location	Wayne, Pennsylvania	Coral Springs, FL

SUBSEQUENT EVENTS

12 Months Ended

Dec. 31, 2025

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 20 - SUBSEQUENT EVENTS

On January 26, 2026, the Company issued a convertible promissory note with a face amount of $10,800,000, with a $10,000,000 initial purchase price and an $800,000 original issue discount, to Streeterville pursuant to the Purchase Agreement described in NOTE 10.

On January 26, 2026, Streeterville converted $5,000,000 of principal under the note into 2,221,136 shares of common stock. On February 18, 2026, $300,000 of principal was converted into 297,855 shares of common stock; on March 3, 2026, $275,000 of principal was converted into 287,656 shares; on March 18, 2026, $450,000 of principal was converted into 522,830 shares; and on April 9, 2026, $5,319,001 of principal was converted into 10,000,000 shares. In aggregate, $11,344,001 of principal has been converted into 13,329,477 shares of common stock subsequent to December 31, 2025.

Each conversion requires remeasurement of the pro-rata portion of the bifurcated derivative liability to fair value as of the applicable conversion date, with the resulting change in fair value recognized in earnings, and derecognition of both the host carrying value and derivative fair value attributable to the converted principal. The fair value of the bifurcated derivative at each post-balance sheet conversion date has not been determined as of the date these financial statements were issued.

On February 3, 2026, the Company issued 118,343 shares of common stock to a vendor in exchange for consulting and media services with fair value of $200,000, based on the share price on the date of issuance.

On February 5, 2026, the Company entered into a Loan Agreement pursuant to which it agreed to provide a bridge loan of up to $400,000 in aggregate principal to a third-party borrower. The loan is secured by a first-priority security interest in all assets of the borrower. The loan is structured as a 24-month term loan bearing interest at 40% per annum, compounded monthly, and no prepayment penalty. Currently the company has extended $200,000.

On March 31, 2026, the Company received a notification letter (the “Notification Letter on MVPHS”) from The Nasdaq Stock Market LLC (“Nasdaq”) that the Company is not in compliance with the minimum Market Value of Publicly Held Shares (the “MVPHS”) set forth in Nasdaq Listing Rule 5450(b)(2)(C) for continued listing on Nasdaq, which requires a minimum MVPHS of $15,000,000 (the “MVPHS Requirement”), since the Company failed to meet the MVPHS Requirement for a period of 30 consecutive business days from February 11, 2026 to March 31, 2026. The Notification Letter on MVPHS has no immediate effect on the listing or trading of the common stock, par value $0.0002 per share, of the Company (“Common Stock”) on Nasdaq and, as of March 31, 2026, the Common Stock will continue to trade on Nasdaq under the symbol “ARAI.”

The Notification Letter on MVPHS provides that pursuant to Nasdaq Listing Rule 5810(c)(3)(D), the Company has 180 calendar days, or until September 28, 2026, to regain compliance with Nasdaq Listing Rule 5450(b)(2)(C). To regain compliance, the minimum MVPHS must be at least $15,000,000 or more for a minimum of 10 consecutive business days prior to September 28, 2026. If the Company does not regain compliance by September 28, 2026, the Company will receive written notification from Nasdaq that its securities are subject to delisting. Alternatively, the Company may consider applying for a transfer to The Nasdaq Capital Market (the “Capital Market”). In order to transfer, the Company must submit an on-line transfer application, and meet the Capital Market’s continued listing requirements.

Additionally, on March 31, 2026, the Company received a separate notification letter (the “Notification Letter on MVLS”) from Nasdaq, indicating that the Company was no longer in compliance with the minimum Market Value of Listed Securities (“MVLS”) of $50,000,000 required for continued listing on The Nasdaq Global Market, as set forth in Nasdaq Listing Rule 5450(b)(2)(A) (the “MVLS Requirement”) since the Company failed to meet the MVLS Requirement for a period of 30 consecutive business days from February 10, 2026 to March 30, 2026. The Notification Letter on MVLS has no immediate effect on the listing or trading of the Common Stock on Nasdaq and, as of March 31, 2026, the Common Stock will continue to trade on Nasdaq under the symbol “ARAI.”

In accordance with Nasdaq Listing Rule 5810(c)(3)(C), the Company has a period of 180 calendar days, or until September 28, 2026, to regain compliance with the MVLS Requirement. To regain compliance, the Company’s MVLS must close at $50,000,000 or more for a minimum of 10 consecutive business days prior to September 28, 2026. If the Company does not regain compliance by September 28, 2026, the Company will receive written notification from Nasdaq that its securities are subject to delisting. Alternatively, the Company may consider applying for a transfer to the Capital Market. In order to transfer, the Company must submit an on-line transfer application, and meet the Capital Market’s continued listing requirements.

The Company intends to monitor the MVPHS Requirement and MVLS Requirement of its Common Stock and will consider implementing available options to regain compliance with the MVPHS Requirement and MVLS Requirement under the Nasdaq Listing Rules.

On March 31, 2026, the Company issued 70,184 shares of common stock, net of taxes, upon the vesting of 102,492 restricted stock units to three officers, at a fair value of $56,147.

On March 31, 2026, the Company’s tenth U.S. patent was issued. Patent number 12,591,840 is for multi-users such as offices and retirement villages.

SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	4 Months Ended	12 Months Ended
	May 15, 2025	Dec. 31, 2025	Dec. 31, 2024
Property, Plant and Equipment [Line Items]
Uninsured cash balance		$ 1,604,004	$ 0
Impairment loss of long-lived assets		$ 10,541	0
Repurchase of common stock, shares		19,700
Repurchase of common stock, value		$ 74,743
Research and development		600,510	760,036
Advertising costs		$ 73,896	$ 189,026
Share price	$ 13.00
Share price		$ 2.63	$ 12.00
Treasury Stock, Common [Member]
Property, Plant and Equipment [Line Items]
Repurchase of common stock, shares		19,700
Repurchase of common stock, value		$ 74,743
Minimum [Member]
Property, Plant and Equipment [Line Items]
Useful life		13 years
Maximum [Member]
Property, Plant and Equipment [Line Items]
Useful life		16 years
Vehicles [Member] \| Minimum [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, useful life		2 years
Vehicles [Member] \| Maximum [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, useful life		5 years

NOTE PAYABLE

12 Months Ended

Dec. 31, 2025

Debt Disclosure [Abstract]

NOTE PAYABLE

NOTE 11 - NOTE PAYABLE

Note payable consists of the following:

SCHEDULE OF NOTES PAYABLE

	2025			2024
	December 31,
	2025			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.	$	10,558		$	19,082
Less current portion		(9,140	)		(8,524	)
LONG-TERM PORTION	$	1,418		$	10,558

ARRIVE AI INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 2025 AND 2024

At December 31, 2025 aggregate future principal payments on the note payable are as follows:


2026	$	9,140
2027		1,418
TOTAL	$	10,558

Interest expense related to this note payable for the years ended December 31, 2025 and 2024, was $1,064 and $1,635, respectively.

- 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

SIGNIFICANT ACCOUNTING POLICIES (Policies)

12 Months Ended

Dec. 31, 2025

Accounting Policies [Abstract]

Basis of Presentation

The accompanying financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”).

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.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less at the time of purchase to be cash equivalents, including money market accounts held at financial institutions. The Company did not have cash equivalents at December 31, 2025 and 2024.

Concentration of Credit Risk

The Company’s policy is to maintain its cash balances in accounts insured by the Federal Deposit Insurance Corporation (the “FDIC”) or by the Securities Investor Protection Corporation (the “SIPC”). The Company may periodically have cash balances in financial institutions in excess of FDIC and SIPC insurance limits. For the years ended December 31, 2025 and 2024, the Company had approximately $1,604,004 and $0 of cash in excess of insured limits, 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.

Investments at Fair Value

During the year ended December 31, 2025, the Company invested a portion of its excess cash in exchange-traded equity securities. The Company accounts for these investments in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) ASC 321, Investments—Equity Securities. Equity securities with readily determinable fair values are measured at fair value at each reporting date, with changes in fair value recognized in the statement of operations as unrealized gains or losses. Realized gains and losses on the sale or disposition of equity securities are also recognized in the statement of operations in the period of sale. The Company classifies the fair value of these securities within Level 1 of the fair value hierarchy established under ASC 820, Fair Value Measurement, as the securities are exchange-traded with quoted prices in active markets. As of December 31, 2025 and 2024, the Company held no equity securities.

During the year ended December 31, 2025, the Company also wrote covered call options against its long equity security positions to generate income from option premiums. Written call options are recognized as liabilities at fair value in accordance with ASC 815, Derivatives and Hedging, and are remeasured at fair value at each reporting date. The Company does not designate these instruments as accounting hedges; accordingly, changes in fair value are recognized in the statement of operations within other income (expense). These instruments are classified within Level 1 of the fair value hierarchy, as they are exchange-traded and valued using quoted market prices in active markets. Premiums received are reflected in the initial fair value of the derivative liability and are subsequently recognized in earnings through changes in fair value over the life of the contract, as the options are traded on recognized national exchanges with quoted prices in active markets. Option premium income received at the time of writing is initially recorded as a liability representing the fair value of the written option and is recognized in earnings upon settlement or expiration of the contract.

During the year ended December 31, 2025, the Company recognized a realized gain of $133,104 related to equity securities and written call option activity, which is included in other income (expense) in the statement of operations. As of December 31, 2025 and 2024, the Company held no equity securities or written call option positions.

ARRIVE AI INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 2025 AND 2024

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 as 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 credit 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. The Company did not record an allowance for credit losses at December 31, 2025 or 2024, as management determined that substantially all outstanding receivables were fully collectible. The Company did not incur material write-offs during the years ended December 31, 2025 and 2024.

Property and Equipment

Property and equipment is recorded at cost. Depreciation is computed using the straight-line method over the estimated useful life of the asset ranging from 2two to 5five years. The cost of leasehold improvements is amortized over the lesser of the length of the related leases or the estimated useful lives of the assets.

Maintenance and repairs of property are charged to operations, and major improvements are capitalized. Upon retirement, sale, or other disposition of property and equipment, the costs and accumulated depreciation are eliminated from the accounts, and any resulting gain or loss is included in operations.

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 a range of 13thirteen to 16sixteen 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.

ARRIVE AI INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 2025 AND 2024

Impairment of Long-Lived Assets

The Company evaluates the recoverability of its long-lived assets in accordance with ASC 360, Property, Plant, and Equipment. The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of long-lived assets are measured by a comparison of the carrying amount of an asset to future cashflows expected to be generated by the asset, undiscounted and without interest or independent appraisals. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds the fair value of the assets.

The Company has three types of long-lived assets: property and equipment, including vehicles, equipment, and leasehold improvements; construction-in-progress (CIP), and intangible patent assets including those acquired by the acquisition of Airbox Technology in 2023. An impairment loss of $10,541 of one Arrive Point unit that was damaged beyond repair prior to being placed into service was recognized in general and administrative expense for the year ended December 31, 2025. No other impairments of long-lived assets were considered necessary as of December 31, 2025 or 2024.

Revenue Recognition

The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers. The Company generates revenue from consulting and implementation services and recurring subscription services for access to the Arrive Point network. The Company identifies performance obligations in its contracts with customers, which generally consist of consulting services, installation services, and subscription services. The transaction price is allocated to each distinct performance obligation based on relative standalone selling prices. Contracts are typically short-term in nature and generally do not include significant variable consideration or financing components.

Consulting and subscription services are recognized over time as the customer simultaneously receives and consumes the benefits of the services in accordance with ASC 606-10-25-27(a). Revenue is recognized using an appropriate measure of progress that reflects the transfer of control to the customer, generally based on time elapsed or services performed.

Installation services are generally recognized at a point in time when control of the service is transferred to the customer, which typically occurs upon completion of installation and customer acceptance, if applicable.

Contract Balances

The timing of revenue recognition, billings and cash collections results in billed accounts receivable, and, when applicable, 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. As disclosed in NOTE 3, the Company did not have any contract assets or contract liabilities recorded on the balance sheet as of December 31, 2025 and 2024.

Leases

The Company accounts for leases in accordance with ASC 842, Leases. The Company determines whether an arrangement is a lease at contract inception. The Company classifies leases as operating or finance leases at commencement; however, all of the Company’s leases are currently classified as operating leases. Operating leases are included in “Right-of-use assets – operating leases” and “Operating lease liabilities” in the Company’s balance sheets.

ARRIVE AI INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 2025 AND 2024

Right-of-use (“ROU”) assets represent the Company’s right to use the underlying asset for the lease term, and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. Lease payments included in the measurement of the lease liability consist of fixed payments and variable payments that depend on an index or rate, as applicable. Variable lease payments that do not depend on an index or rate are expensed as incurred.

The Company uses the rate implicit in the lease when that rate is readily determinable. If the implicit rate is not readily determinable, the Company uses its incremental borrowing rate at the commencement date, which reflects the rate of interest the Company would pay to borrow on a collateralized basis over a similar term in a similar economic environment. The lease term includes options to extend or terminate the lease when it is reasonably certain that the Company will exercise such options. Lease and non-lease components are generally accounted for separately. The Company has elected the short-term lease exemption and does not recognize ROU assets or lease liabilities for leases with an initial term of 12 months or less. Lease expense for operating leases is recognized on a straight-line basis over the lease term.

Equity Financing

The Company has entered into equity financing transactions to obtain the funds necessary to continue operations and develop a commercially viable smart mailbox system for drone, robotic and human package receiving and storage. These transactions have included the issuance of common stock and warrants to purchase common stock.

The Company evaluates warrants issued in connection with equity financing transactions under ASC 480, Distinguishing Liabilities from Equity, and, if the warrants are not required to be classified as liabilities under ASC 480, the Company then evaluates them under ASC 815-40, Derivatives and Hedging, to determine whether they are indexed to the Company’s own stock and meet the criteria for equity classification. The Company concluded that the warrants meet the criteria for equity classification and are accounted for 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 year ended December 31, 2025. The stock was fully retired as of December 31, 2025, which reduced the number of issued shares of common stock.

Loss per share

The Company follows ASC 260, Earnings per Share, resulting in the presentation of basic and diluted earnings per share. Basic loss per share is computed by dividing net loss by weighted average number of shares of common stock outstanding during each period. Diluted loss per share is computed by dividing net loss by the weighted average number of shares of common stock, common stock equivalents, and potentially dilutive securities outstanding during the period. Because the Company reported a net loss for the years ended December 31, 2025 and 2024, common stock equivalents, including stock options and warrants, were anti-dilutive; therefore, the amounts reported for basic and diluted loss per share were the same.

The following potentially dilutive securities were excluded from the computation of diluted loss per share because their effect would have been anti-dilutive:

SCHEDULE OF DILUTIVE SECURITIES

	2025		2024
	For the Years ended December 31,
	2025		2024
Weighted average common shares outstanding		32,195,123		28,971,543
Effect of dilutive securities – when applicable
Convertible notes payable		3,241,618		-
Warrants		-		729,546
Stock options		77,786		148,951
Restricted stock units		826,722		-
		36,341,249		29,850,040

Comprehensive Loss

The Company follows 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. The Company had no items of other comprehensive income (loss) for the years ended December 31, 2025 and 2024. Accordingly, comprehensive loss equals net loss for those periods.

ARRIVE AI INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 2025 AND 2024

Offering Costs

The Company accounts for offering costs in accordance with ASC 340-10-S99-1, Other Assets and Deferred Costs and SAB Topic 5A, Expenses of Offering. Costs that are directly attributable to proposed or actual equity offerings are capitalized as deferred offering costs until the offering is completed. Deferred offering costs consist of underwriting, legal, accounting, and other expenses. Upon completion of an equity offering, such costs are recorded as a reduction of the related proceeds and reflected as a reduction of additional paid-in capital. If an offering is abandoned, the related deferred offering costs are expensed.

Research and Development

Research and Development (“R&D”) costs are expensed as incurred in accordance with ASC 730, Research and Development. R&D expenses primarily consist of fees paid to third-party consultants and other costs incurred in the development of the Company’s proprietary technology.

For the years ended December 31, 2025 and 2024, the Company recognized R&D expense of $600,510 and $760,036, respectively.

Advertising Costs

Advertising costs are expensed as incurred. Advertising costs were $73,896 and $189,026 for the years ended December 31, 2025 and 2024. These costs when incurred are included in sales and marketing expenses.

Stock-Based Compensation

The Company accounts for stock-based compensation under the provisions of ASC 718, Compensation—Stock Compensation, which requires the measurement and recognition of compensation expense for all stock-based awards made to employees and directors based on estimated fair values on the grant date. The Company estimates the fair value of stock option awards on the date of grant using the Black-Scholes model. The fair value of restricted stock units is measured at the market price of the Company’s stock on the date of grant. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods using the straight-line method.

In accordance with Accounting Standards Update (“ASU”) No. 2018-07, Compensation—Stock Compensation (Topic 718), Improvements to Nonemployee Share-Based Payment Accounting, the Company accounts for share-based payment transactions for acquiring goods and services from nonemployees in a manner consistent with employee awards. Such awards are measured at the grant-date fair value of the equity instruments issued and recognized as expense when the goods are delivered or services are rendered, unless the awards are subject to vesting conditions, in which case expense is recognized over the requisite service period.

The Company has elected to account for forfeiture of stock-based awards as they occur.

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 $12.00 for the year ended December 31, 2024. On May 15, 2025, the Company completed its direct listing, 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 was determined using the prior transaction method, which considers actual transactions in the Company’s non-controlling, non-marketable private company equity interests. This method reflects the value of a non-controlling, non-marketable interest; however, management concluded that no additional discount for lack of control or marketability was necessary based on the specific facts and circumstances. 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. Prior to May 15, 2025, because the Company’s stock was not publicly traded, expected volatility was estimated based on the historical and implied volatility of comparable publicly traded companies, considering factors such as industry, stage of the life cycle, size, market capitalization, and financial leverage.

Convertible Notes Payable and Derivative Liabilities

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.

ARRIVE AI INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 2025 AND 2024

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.

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

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 portions of convertible notes 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.

Income Taxes

The Company recognizes current and deferred tax assets and liabilities for temporary differences between the financial reporting and tax bases of assets and liabilities and for operating loss carryforwards in accordance with ASC 740, Income Taxes. A valuation allowance is established when, based on the weight of available evidence, it is more-likely-than-not that some or all of the deferred tax assets will not be realized.

ARRIVE AI INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 2025 AND 2024

Recently Adopted Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires public entities to disclose significant segment expenses and other segment items on an interim and annual basis, and provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually. The ASU does not change how a public entity identifies its operating segments, aggregates them, or applies the quantitative threshold to determine its reportable segments. The new disclosure requirements are also applicable to entities that account and report as a single operating segment entity. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024. The Company adopted the guidance for the annual reporting period ended December 31, 2024. There was no impact on the Company’s reportable segments identified and additional required disclosures have been included in NOTE 19.

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”), which requires the disclosure of a tabular reconciliation for state and local income tax, tax credits, and changes in valuation allowance. The requirements are effective for annual reporting periods beginning after December 15, 2024, and may be applied prospectively or retrospectively. The Company has adopted the additional disclosure requirements under ASU 2023-09. The additional requirements did not have a material impact on the financial statements.

Recently Issued Accounting Pronouncements 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.

In July 2025, the FASB issued ASU 2025-05, Measurement of Credit Losses for Accounts Receivable and Contract Assets. The amendments provide a practical expedient allowing entities to assume that conditions existing at the balance sheet date are expected to remain unchanged over the life of current accounts receivable when estimating expected credit losses. The amendments are effective for annual reporting periods beginning after December 15, 2025, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently assessing the impact of the adoption of this standard on its financial statements.

WARRANTS (Details Narrative) - $ / shares	Dec. 31, 2025	Dec. 31, 2024
Warrants
Stock price	$ 2.63	$ 12.71

CONVERTIBLE NOTES PAYABLE (Tables)

12 Months Ended

Dec. 31, 2025

Convertible Notes Payable

SCHEDULE OF NOTE ISSUANCE SUMMARY

	Convertible Note 1			Convertible Note 2			Convertible Note 3			Total
Issuance date		May 15, 2025			Aug 11, 2025			Dec 3, 2025
Face amount	$	4,330,000		$	4,320,000		$	3,240,000		$	11,890,000
Original issue discount		(330,000	)		(320,000	)		(240,000	)		(890,000	)
Cash proceeds		4,000,000			4,000,000			3,000,000			11,000,000
Debt issuance costs (contra-liability)		(75,987	)		(137,400	)		(135,000	)		(348,387	)
Derivative discount (initial fair value of bifurcated derivatives)		(2,250,000	)		(1,710,000	)		(750,000	)		(4,710,000	)
Commitment shares (discount)		(828,125	)		-			-			(828,125	)
INITIAL HOST CARRYING VALUE	$	845,888		$	2,152,600		$	2,115,000		$	5,113,488

SCHEDULE OF CONVERTIBLE NOTE PAYABLE

	Convertible Note 1			Convertible Note 2			Convertible Note 3		Total
Balance at January 1, 2025	$	—		$	—		$	—	$	—
Note issuance — initial host carrying value		845,888			2,152,600			2,115,000		5,113,488
EIM accretion of debt discount and issuance costs		137,437			109,733			22,908		270,078
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		47,187			39,757			—		86,944
HOST CARRYING VALUE AT DECEMBER 31, 2025	$	367,275		$	1,639,474		$	2,137,908	$	4,144,657

SCHEDULE OF INTEREST EXPENSE

Other income and expenses related to the convertible notes recognized during the year ended December 31, 2025 consisted of the following, presented in the income statement line items indicated:

SCHEDULE OF INTEREST EXPENSE

	Year Ended December 31, 2025		Year Ended December 31, 2024
Stated interest at 8% per annum	$	282,930	$	—
Accretion of debt discount		249,530		—
Accretion of debt issuance costs		20,548		—
Loss on conversion of convertible notes payable		1,561,338		—

DEFERRED OFFERING COSTS (Details Narrative) - USD ($)	1 Months Ended	3 Months Ended	12 Months Ended
DEFERRED OFFERING COSTS (Details Narrative) - USD ($)	May 31, 2025	Mar. 31, 2025	Dec. 31, 2025	Dec. 31, 2024
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Debt instrument face amount			$ 11,890,000
Deferred Offering Costs				$ 427,898
Issuance of shares for services, shares			532,913
Issuance of shares for services, value	$ 688,570	$ 6,927,869
Deferred offering costs			$ 2,394,152
Costs related to crowdfunding			91,543	$ 229,994
Prepaid Purchase Agreements [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Gross proceeds			12,277,007
Debt instrument face amount			11,890,000
Public offering amount			$ 387,007

FAIR VALUE MEASUREMENTS (Details Narrative) - USD ($)	12 Months Ended
FAIR VALUE MEASUREMENTS (Details Narrative) - USD ($)	Dec. 31, 2025	Dec. 31, 2024
Fair Value Disclosures [Abstract]
Change in fair value of derivative liability	$ 1,516,266

REVENUE

12 Months Ended

Dec. 31, 2025

Revenue from Contract with Customer [Abstract]

REVENUE

NOTE 3 – REVENUE

Disaggregated revenue for the year ended December 31, 2025 is as follows (the Company did not recognize revenue during the year ended December 31, 2024):

SCHEDULE OF DISAGGREGATED REVENUE

	Year Ended
	December 31, 2025
Revenue source
Consulting services	$	89,000
Installation services		3,675
Subscription fees		20,575
TOTAL REVENUE	$	113,250

Timing of Revenue Recognition
Services transferred over time	$	109,575
Services transferred at a point in time		3,675
TOTAL REVENUE	$	113,250

ARRIVE AI INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 2025 AND 2024

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

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

LEASES (Tables)

12 Months Ended

Dec. 31, 2025

Leases

SCHEDULE OF RIGHT-OF-USE ASSETS AND LEASE LIABILITIES

The following summarizes the right-of-use assets and lease liabilities recorded on the Company’s balance sheet as of December 31, 2025:

SCHEDULE OF LEASE COST

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

SCHEDULE OF LEASE COST

	2025		2024
	Years Ended December 31,
	2025		2024
Operating lease cost included in general and administrative expense	$	159,382	$	-

SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION

The following is a summary of the supplemental information related to the Company’s operating leases included in the statements of cash flows:

	2025		2024
	Years Ended December 31,
	2025		2024
Cash paid for amounts included in the measurement of operating lease liabilities	$	158,643	$	-
Right-of-use assets obtained in exchange for lease obligations		2,216,753		-

SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS

The future lease payments required under the Company’s leases for the years ending December 31 are as follows:

Future minimum lease payments
2026	$	588,174
2027		579,102
2028		570,516
2029		587,634
2030		300,378
Total future lease payments		2,625,804
Less: Amount representing interest		(507,781	)
Present value of lease liabilities		2,118,023
Less: current portion		(392,950	)
Long-term portion	$	1,725,073

RELATED-PARTY TRANSACTIONS

12 Months Ended

Dec. 31, 2025

RELATED-PARTY TRANSACTIONS

NOTE 14 - RELATED-PARTY TRANSACTIONS

On May 26, 2020, the Company entered into an initial three-year agreement with the Company’s Chief Executive Officer, Daniel O’Toole, for the use of a patent. Beginning June 1, 2020, the Company began paying Mr. O’Toole 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 years ended December 31, 2025 and 2024, the Company recorded licensing fee costs in the amount of $120,000 each period, respectively.

ARRIVE AI INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 2025 AND 2024

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 provides for cure provisions 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.

Effective October 1, 2025, the Company entered into a noncancelable lease for an office space with an entity owned by the Company’s Chief Executive Officer and principal shareholder. The lease terms are described in NOTE 7 and were evaluated for reasonableness using prevailing market rates for similar properties.

The Company leased a warehouse from an entity owned by the Company’s Chief Executive Officer and principal shareholder on a month-to-month basis at a rate of $2,250 per month. This lease was terminated on October 5, 2025.

- 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
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-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

+ Details

RESEARCH AND DEVELOPMENT TAX CREDITS (Details Narrative) - USD ($)	Dec. 31, 2025	Dec. 31, 2024
Research and Development [Abstract]
Payroll tax credits	$ 226,010	$ 206,174

SCHEDULE OF PATENTS (Details) - USD ($)	Dec. 31, 2025	Dec. 31, 2024
Goodwill and Intangible Assets Disclosure [Abstract]
Patents	$ 274,700	$ 274,700
Less: accumulated amortization	(2,603)	(1,099)
TOTAL PATENTS	$ 272,097	$ 273,601

Insider Trading Arrangements - Mark Hamm [Member]	Sep. 22, 2025 shares
Trading Arrangements, by Individual [Table]
Name	Mark Hamm
Title	Chief Operating Officer
Rule 10b5-1 Arrangement Adopted	true
Adoption Date	September 22, 2025 and September 21, 2026
Expiration Date	September 21, 2026
Aggregate Available	144,102

CONVERTIBLE NOTES PAYABLE

12 Months Ended

Dec. 31, 2025

Convertible Notes Payable

CONVERTIBLE NOTES PAYABLE

NOTE 10 - CONVERTIBLE NOTES PAYABLE

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 three draws were completed during 2025, resulting in aggregate cash proceeds of $11,000,000 and the issuance of convertible notes with an aggregate face amount of $11,890,000. As of December 31, 2025, the remaining undrawn capacity under the facility is $29,000,000; 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.

ARRIVE AI INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 2025 AND 2024

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 three 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.

In connection with the issuance of the notes, the Company incurred debt issuance costs equal to 6% of cash proceeds received, totaling $660,000 ($240,000 for Convertible Note 1, $240,000 for Convertible Note 2, and $180,000 for Convertible Note 3). 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, $311,613 of the total $660,000 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 $348,387 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.

ARRIVE AI INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 2025 AND 2024

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.

SCHEDULE OF NOTE ISSUANCE SUMMARY

	Convertible Note 1			Convertible Note 2			Convertible Note 3			Total
Issuance date		May 15, 2025			Aug 11, 2025			Dec 3, 2025
Face amount	$	4,330,000		$	4,320,000		$	3,240,000		$	11,890,000
Original issue discount		(330,000	)		(320,000	)		(240,000	)		(890,000	)
Cash proceeds		4,000,000			4,000,000			3,000,000			11,000,000
Debt issuance costs (contra-liability)		(75,987	)		(137,400	)		(135,000	)		(348,387	)
Derivative discount (initial fair value of bifurcated derivatives)		(2,250,000	)		(1,710,000	)		(750,000	)		(4,710,000	)
Commitment shares (discount)		(828,125	)		-			-			(828,125	)
INITIAL HOST CARRYING VALUE	$	845,888		$	2,152,600		$	2,115,000		$	5,113,488

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 year ended December 31, 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.

SCHEDULE OF CONVERTIBLE NOTE PAYABLE

	Convertible Note 1			Convertible Note 2			Convertible Note 3		Total
Balance at January 1, 2025	$	—		$	—		$	—	$	—
Note issuance — initial host carrying value		845,888			2,152,600			2,115,000		5,113,488
EIM accretion of debt discount and issuance costs		137,437			109,733			22,908		270,078
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		47,187			39,757			—		86,944
HOST CARRYING VALUE AT DECEMBER 31, 2025	$	367,275		$	1,639,474		$	2,137,908	$	4,144,657

Conversion Accounting

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

ARRIVE AI INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 2025 AND 2024

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 year ended December 31, 2025 consisted of the following, presented in the income statement line items indicated:

SCHEDULE OF INTEREST EXPENSE

	Year Ended December 31, 2025		Year Ended December 31, 2024
Stated interest at 8% per annum	$	282,930	$	—
Accretion of debt discount		249,530		—
Accretion of debt issuance costs		20,548		—
Loss on conversion of convertible notes payable		1,561,338		—

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.

STOCK-BASED COMPENSATION

12 Months Ended

Dec. 31, 2025

Share-Based Payment Arrangement [Abstract]

STOCK-BASED COMPENSATION

NOTE 17 - STOCK-BASED COMPENSATION

The Company created the 2023 Equity Incentive Plan (the “Plan”) on April 27, 2023, under which stock options, restricted stock awards (“RSAs”), restricted stock units (“RSUs”), and other stock-based awards became available for issuance not to exceed 1,500,000. On November 6, 2025, the Board of Directors resolved to increase the share pool under the Plan to 7,000,000 shares. The 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. Options 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 five or ten years. There are certain situations that may accelerate the vesting or termination of all outstanding options, such as a change in control. Vesting of RSUs awarded to employees may be time- or performance-based. As of December 31, 2025, 4,660,840 shares were available for grant under the Plan. The compensation expense related to stock-based awards is included in general and administrative expenses with a corresponding increase to additional paid-in capital.

The following table summarizes the share options outstanding as of December 31, 2025 and 2024 and activity during the years ending on these dates:

SCHEDULE OF SHARE OPTIONS OUTSTANDING

	Number of Options			Weighted Average Exercise Price		Weighted Average Grant Date Fair Value		Weighted Average Remaining Contractual Term (years)		Aggregate Intrinsic Value
OUTSTANDING, DECEMBER 31, 2023		569,331		$	0.80	$	10.80		6.66	$	5,852,440
Granted		45,565			0.76		11.80		-		-
Exercised		-			-		-
Canceled/Expired		(192	)		0.76		10.30		-		-
OUTSTANDING, DECEMBER 31, 2024		614,704		$	0.80	$	10.88		5.89	$	7,322,656
Granted		-			-		-		-		-
Exercised		(1,251	)		0.76		10.30
Canceled/Expired		(4,135	)		0.76		11.69		-		-
OUTSTANDING, DECEMBER 31, 2025		609,318		$	0.80	$	10.87		4.90	$	1,116,368
EXERCISABLE, DECEMBER 31, 2025		247,991		$	0.80	$	10.86		6.92	$	453,656

ARRIVE AI INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 2025 AND 2024

The following table summarizes the nonvested share options for the year ended December 31, 2025 and 2024 and activity during the years ending on these dates:

SCHEDULE OF NONVESTED SHARE OPTION

	Number of Shares			Weighted Average Exercise Price		Weighted Average Grant Date Fair Value		Weighted Average Remaining Contractual Term (years)		Aggregate Intrinsic Value
OUTSTANDING, DECEMBER 31, 2023		494,105		$	0.80	$	10.80		6.38	$	5,080,434
Granted		45,565			0.76		11.80		-		-
Vested		(86,665	)		0.79		10.89		-		-
Canceled/Expired		(130	)		0.76		10.30		-		-
OUTSTANDING, DECEMBER 31, 2024		452,875		$	0.80	$	10.89		5.21	$	5,397,813
Granted		-			-		-		-		-
Vested		(88,266	)		0.79		10.29		-		-
Canceled/Expired		(3,282	)		0.76		11.72		-		-
OUTSTANDING, DECEMBER 31, 2025		361,327		$	0.80	$	10.99		3.54	$	662,712

The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying shares and the closing stock price of $2.63 for the Company’s common shares on December 31, 2025 and the estimated share price of $12.71 for the Company’s common shares at December 31, 2024.

There were no options granted during the year ended December 31, 2025. As of December 31, 2025, there was $3,889,706 unrecognized compensation expense related to nonvested stock options to be recognized through June 30, 2028. Total compensation expense related to stock options during the years ended December 31, 2025 and 2024 was $1,001,613 and $978,234, respectively. During the year ended December 31, 2025 there were 1,251 options exercised in a cashless exchange for 773 shares.

The assumptions used to calculate the fair value of options granted during the year ended December 31, 2024 are as follows:

Weighted-average volatility	95.00	%
Risk-free rate	3.81	%
Dividend yield	0.00	%
Expected term years	10

ARRIVE AI INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 2025 AND 2024

The following table summarizes the restricted stock units (“RSUs”) outstanding as of December 31, 2025 and activity during the year ended this date:

	Number of Restricted Stock Units		Weighted Average Grant Date Fair Value
OUTSTANDING, DECEMBER 31, 2024		-	$	-
Granted		1,693,202		3.07
OUTSTANDING, DECEMBER 31, 2025		1,693,202	$	3.07

During the year ended December 31, 2025, RSUs of 1,693,202 shares were issued under the plan to employees with a total fair value of $5,204,697, based on grant date fair value. Of those shares, 1,199,594 vest and are expensed on a straight line basis over a period of three months to four years. There were no shares vested, forfeited, cancelled, or modified during the year ended December 31, 2025. Total compensation expense related to time-based RSUs during the year ended December 31, 2025 was $59,586.

The remaining 493,608 shares vest over terms up to 4 years upon the satisfaction of certain operational goals specified in the underlying agreements. Compensation expense for these performance-based restricted stock units is recognized in accordance with ASC 718 over the requisite service period, when achievement of the performance condition is considered probable. The Company reassesses the probability of achieving such performance conditions at each reporting period and adjusts compensation expense accordingly. To the extent applicable, compensation cost is recognized using an accelerated attribution method for awards with graded vesting features. Total compensation expense related to performance-based RSUs during the year ended December 31, 2025 was $36,830.

As of December 31, 2025, there was $5,108,281 unrecognized compensation expense related to nonvested RSUs to be recognized through December 31, 2029.

Fully vested restricted stock awards of 35,389 shares were issued under the Plan to employees during the year ended December 31, 2025 with a fair value of $296,102 and was recorded as compensation expense.

PATENTS, NET (Tables)

12 Months Ended

Dec. 31, 2025

Goodwill and Intangible Assets Disclosure [Abstract]

SCHEDULE OF PATENTS

Patents consist of the following:

SCHEDULE OF PATENTS

	2025			2024
	December 31,
	2025			2024
Patents	$	274,700		$	274,700
Less: accumulated amortization		(2,603	)		(1,099	)
TOTAL PATENTS	$	272,097		$	273,601

SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS (Details) - USD ($)	Dec. 31, 2025	Dec. 31, 2024
Leases
2026	$ 588,174
2027	579,102
2028	570,516
2029	587,634
2030	300,378
Total future lease payments	2,625,804
Less: Amount representing interest	(507,781)
Present value of lease liabilities	2,118,023
Less: current portion	(392,950)
Long-term portion	$ 1,725,073

Statements of Operations - USD ($)	12 Months Ended
Statements of Operations - USD ($)	Dec. 31, 2025	Dec. 31, 2024
Income Statement [Abstract]
REVENUE	$ 113,250
OPERATING EXPENSES
General and administrative	9,636,140	3,546,520
Research and development	600,510	760,036
Sales and marketing	229,206	266,182
Total operating expenses	10,465,856	4,572,738
OTHER INCOME (EXPENSES)
Interest expense	(686,897)	(4,645)
Other income	108,351	39,482
Change in fair value of derivative liabilities	1,516,266
Accretion of debt discount	(249,530)
Loss on conversion of convertible notes payable	(3,295,072)
Realized gain on investments	133,104
Total other income (expenses)	(2,473,778)	34,837
NET LOSS BEFORE TAXES	(12,826,384)	(4,537,901)
PROVISION FOR INCOME TAXES
NET LOSS	$ (12,826,384)	$ (4,537,901)
NET LOSS PER SHARE:
Net loss per share: Basic	$ (0.40)	$ (0.16)
Net loss per share: Diluted	$ (0.40)	$ (0.16)
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING:
Weighted average common shares outstanding: Basic	32,195,123	28,971,543
Weighted average common shares outstanding: Diluted	32,195,123	28,971,543

RESEARCH AND DEVELOPMENT TAX CREDITS

12 Months Ended

Dec. 31, 2025

Research and Development [Abstract]

RESEARCH AND DEVELOPMENT TAX CREDITS

NOTE 13 - 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 December 31, 2025 and 2024, the Company had $226,010 and $206,174 of unused payroll tax credits, respectively. 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. These begin to expire in 2031.

Statements of Cash Flows - USD ($)	12 Months Ended
Statements of Cash Flows - USD ($)	Dec. 31, 2025	Dec. 31, 2024
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (12,826,384)	$ (4,537,901)
Adjustments to reconcile net loss to net cash used in operating activities
Stock-based compensation	2,503,657	1,388,866
Depreciation and amortization	66,889	29,115
Impairment loss	10,541
Operating lease liability - non-cash adjustment	739
Change in fair value of derivative liabilities	(1,516,266)
Loss on conversion of convertible notes payable	3,295,072
Accretion of discount on convertible notes payable	249,530
Accretion of issuance costs on convertible notes payable	332,160
Realized gain on investments	(133,104)
Increase (decrease) in
Accounts receivable	(4,975)
Prepaid expenses	(134,011)	(46,724)
Other current assets	(8,146)	(4,179)
Security deposits	(64,133)
Accounts payable	(479,959)	843,682
Accrued expenses	455,042	37,868
Net cash used in operating activities	(8,253,348)	(2,289,273)
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures	(495,185)	(38,155)
Proceeds from sales of investments	10,275,473
Patent filing costs		(76,500)
Purchase of investments	(10,142,369)
Net cash used in investing activities	(362,081)	(114,655)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of common stock, net	448,057	2,643,626
Purchase of treasury stock	(74,743)
Proceeds from the exercise of warrants, net	573,895
Repayments of note payables	(8,524)	(7,954)
Proceeds from issuance of convertible notes payable	11,000,000
Debt issuance costs	(660,000)
Deferred offering costs	(688,570)	(427,898)
Net cash provided by financing activities	10,590,115	2,207,774
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	1,974,686	(196,154)
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR	129,318	325,472
CASH AND CASH EQUIVALENTS, END OF YEAR	2,104,004	129,318
Cash paid for:
Interest	67,555	1,635
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 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
Deferred offering costs reclassified as additional paid-in capital upon financing drawdown	2,394,152
Cashless exercise of stock options	6,164
Right-of-use assets obtained in exchange for lease obligations	$ 2,216,753

INCOME TAXES (Details Narrative) - USD ($)	12 Months Ended
INCOME TAXES (Details Narrative) - USD ($)	Dec. 31, 2025	Dec. 31, 2024
Income Tax Disclosure [Abstract]
Benefit (provision) for income taxes
Net operating loss carryforwards	670,036
Research and development credits	186,134
Operating loss carry forwards	$ 15,555,122

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References

+ Details

SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Dec. 31, 2025

Accounting Policies [Abstract]

SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”).

Use of Estimates

Cash and Cash Equivalents

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.

Investments at Fair Value

ARRIVE AI INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 2025 AND 2024

Accounts Receivable and Allowance for Credit Losses

Property and Equipment

Intangible Assets – Patents

ARRIVE AI INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 2025 AND 2024

Impairment of Long-Lived Assets

Revenue Recognition

Contract Balances

Leases

ARRIVE AI INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 2025 AND 2024

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

Loss per share

The following potentially dilutive securities were excluded from the computation of diluted loss per share because their effect would have been anti-dilutive:

SCHEDULE OF DILUTIVE SECURITIES

	2025		2024
	For the Years ended December 31,
	2025		2024
Weighted average common shares outstanding		32,195,123		28,971,543
Effect of dilutive securities – when applicable
Convertible notes payable		3,241,618		-
Warrants		-		729,546
Stock options		77,786		148,951
Restricted stock units		826,722		-
		36,341,249		29,850,040

Comprehensive Loss

ARRIVE AI INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 2025 AND 2024

Offering Costs

The Company accounts for offering costs in accordance with ASC 340-10-S99-1, Other Assets and Deferred Costs and SAB Topic 5A, Expenses of Offering. Costs that are directly attributable to proposed or actual equity offerings are capitalized as deferred offering costs until the offering is completed. Deferred offering costs consist of underwriting, legal, accounting, and other expenses. Upon completion of an equity offering, such costs are recorded as a reduction of the related proceeds and reflected as a reduction of additional paid-in capital. If an offering is abandoned, the related deferred offering costs are expensed.

Research and Development

For the years ended December 31, 2025 and 2024, the Company recognized R&D expense of $600,510 and $760,036, respectively.

Advertising Costs

Stock-Based Compensation

The Company has elected to account for forfeiture of stock-based awards as they occur.

Convertible Notes Payable and Derivative Liabilities

ARRIVE AI INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 2025 AND 2024

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

Income Taxes

ARRIVE AI INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 2025 AND 2024

Recently Adopted Accounting Pronouncements

Recently Issued Accounting Pronouncements Not Yet Adopted

SCHEDULE OF CONVERTIBLE NOTE PAYABLE (Details)	12 Months Ended
SCHEDULE OF CONVERTIBLE NOTE PAYABLE (Details)	Dec. 31, 2025 USD ($)
Short-Term Debt [Line Items]
Balance at January 1, 2025
Note issuance — initial host carrying value	5,113,488
EIM accretion of debt discount and issuance costs	270,078
Conversions — face amount	(4,125,000)
Conversions — issuance costs	2,799,147
Conversions — unamortized discount	86,944
HOST CARRYING VALUE AT DECEMBER 31, 2025	4,144,657
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	137,437
Conversions — face amount	(2,875,000)
Conversions — issuance costs	2,211,763
Conversions — unamortized discount	47,187
HOST CARRYING VALUE AT DECEMBER 31, 2025	367,275
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	109,733
Conversions — face amount	(1,250,000)
Conversions — issuance costs	587,384
Conversions — unamortized discount	39,757
HOST CARRYING VALUE AT DECEMBER 31, 2025	1,639,474
Convertible Note 3 [Member]
Short-Term Debt [Line Items]
Balance at January 1, 2025
Note issuance — initial host carrying value	2,115,000
EIM accretion of debt discount and issuance costs	22,908
Conversions — face amount
Conversions — issuance costs
Conversions — unamortized discount
HOST CARRYING VALUE AT DECEMBER 31, 2025	$ 2,137,908

LIQUIDITY AND GOING CONCERN (Details Narrative) - USD ($)		12 Months Ended
	Jan. 26, 2026	Dec. 31, 2025	Apr. 10, 2026	Dec. 31, 2024
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Cash and cash equivalents		$ 2,104,004		$ 129,318
Convertible note payable		4,144,657
Market capitalization		100,000,000
Management fees		4,000,000
Cash and cash equivalents		2,100,000
Cash, cash equivalents			$ 8,200,000,000
Short-term investments			$ 8,200,000,000
Streeterville [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Market capitalization		100,000,000
Management fees		4,000,000
Gross borrowings		19,000,000.0
Securities Purchase Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Convertible note payable		$ 40,000,000
Subsequent Event [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Convertible notes payable	$ 9,600,000
Gross proceeds	10,000,000.0
Banking fees	400,000
Net proceeds issuance	$ 9,600,000

STOCK-BASED COMPENSATION (Tables)

12 Months Ended

Dec. 31, 2025

Share-Based Payment Arrangement [Abstract]

SCHEDULE OF SHARE OPTIONS OUTSTANDING

The following table summarizes the share options outstanding as of December 31, 2025 and 2024 and activity during the years ending on these dates:

SCHEDULE OF SHARE OPTIONS OUTSTANDING

	Number of Options			Weighted Average Exercise Price		Weighted Average Grant Date Fair Value		Weighted Average Remaining Contractual Term (years)		Aggregate Intrinsic Value
OUTSTANDING, DECEMBER 31, 2023		569,331		$	0.80	$	10.80		6.66	$	5,852,440
Granted		45,565			0.76		11.80		-		-
Exercised		-			-		-
Canceled/Expired		(192	)		0.76		10.30		-		-
OUTSTANDING, DECEMBER 31, 2024		614,704		$	0.80	$	10.88		5.89	$	7,322,656
Granted		-			-		-		-		-
Exercised		(1,251	)		0.76		10.30
Canceled/Expired		(4,135	)		0.76		11.69		-		-
OUTSTANDING, DECEMBER 31, 2025		609,318		$	0.80	$	10.87		4.90	$	1,116,368
EXERCISABLE, DECEMBER 31, 2025		247,991		$	0.80	$	10.86		6.92	$	453,656

SCHEDULE OF NONVESTED SHARE OPTION

The following table summarizes the nonvested share options for the year ended December 31, 2025 and 2024 and activity during the years ending on these dates:

SCHEDULE OF NONVESTED SHARE OPTION

	Number of Shares			Weighted Average Exercise Price		Weighted Average Grant Date Fair Value		Weighted Average Remaining Contractual Term (years)		Aggregate Intrinsic Value
OUTSTANDING, DECEMBER 31, 2023		494,105		$	0.80	$	10.80		6.38	$	5,080,434
Granted		45,565			0.76		11.80		-		-
Vested		(86,665	)		0.79		10.89		-		-
Canceled/Expired		(130	)		0.76		10.30		-		-
OUTSTANDING, DECEMBER 31, 2024		452,875		$	0.80	$	10.89		5.21	$	5,397,813
Granted		-			-		-		-		-
Vested		(88,266	)		0.79		10.29		-		-
Canceled/Expired		(3,282	)		0.76		11.72		-		-
OUTSTANDING, DECEMBER 31, 2025		361,327		$	0.80	$	10.99		3.54	$	662,712

SCHEDULE OF FAIR VALUE OF OPTIONS GRANTED

The assumptions used to calculate the fair value of options granted during the year ended December 31, 2024 are as follows:

Weighted-average volatility	95.00	%
Risk-free rate	3.81	%
Dividend yield	0.00	%
Expected term years	10

SCHEDULE OF RESTRICTED STOCK UNITS OUTSTANDING

The following table summarizes the restricted stock units (“RSUs”) outstanding as of December 31, 2025 and activity during the year ended this date:

	Number of Restricted Stock Units		Weighted Average Grant Date Fair Value
OUTSTANDING, DECEMBER 31, 2024		-	$	-
Granted		1,693,202		3.07
OUTSTANDING, DECEMBER 31, 2025		1,693,202	$	3.07

SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($)	Dec. 31, 2025	Dec. 31, 2024
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 631,243	$ 146,598
Less: accumulated depreciation	(116,559)	(51,173)
TOTAL PROPERTY AND EQUIPMENT, NET	514,684	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	308,330	50,000
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment	154,375
Construction in Progress [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 73,787	$ 38,155

SIGNIFICANT ACCOUNTING POLICIES (Tables)

12 Months Ended

Dec. 31, 2025

Accounting Policies [Abstract]

SCHEDULE OF DILUTIVE SECURITIES

The following potentially dilutive securities were excluded from the computation of diluted loss per share because their effect would have been anti-dilutive:

SCHEDULE OF DILUTIVE SECURITIES

	2025		2024
	For the Years ended December 31,
	2025		2024
Weighted average common shares outstanding		32,195,123		28,971,543
Effect of dilutive securities – when applicable
Convertible notes payable		3,241,618		-
Warrants		-		729,546
Stock options		77,786		148,951
Restricted stock units		826,722		-
		36,341,249		29,850,040

WARRANTS

12 Months Ended

Dec. 31, 2025

Warrants

WARRANTS

NOTE 16 - WARRANTS

The following table summarizes the warrants outstanding as of December 31, 2025 and 2024 and changes during the years ending on these dates:

SCHEDULE OF WARRANTS OUTSTANDING

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

OUTSTANDING, DECEMBER 31, 2023		163,215		$	9.52	$	4.16		0.53	$	254,615
Granted		64,334			11.49		6.30		0.59		78,341

OUTSTANDING, DECEMBER 31, 2024		227,549		$	10.08	$	4.76		0.97	$	598,996
Granted		7,692			11.00		8.55		3.19		-
Exercised		(120,820	)		9.52		3.87		-		-
Cancelled/Expired		(6,680	)		9.52		3.90		-		-
OUTSTANDING, DECEMBER 31, 2025		107,741		$	10.80	$	6.09		1.02	$	-
EXERCISABLE, DECEMBER 31, 2025		107,741		$	10.80	$	6.09		1.02	$	-

ARRIVE AI INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 2025 AND 2024

The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying warrants and the closing stock price of $2.63 for the Company’s common shares at December 31, 2025 and the estimated share price of $12.71 for the Company’s common shares at December 31, 2024.

The following table sets forth the assumptions used to estimate the fair value of the warrants for the year ended December 31:

	2025			2024
Expected term		3.95 years			1.5 – 3.7 years
Expected volatility		95.00	%		95.00	%
Risk-free interest rate		3.90	%		3.60% – 4.50	%
Expected dividend yield		0.0	%		0.0	%
Fair value on the date of grant	$	8.55		$	1.44 – $1.87

SCHEDULE OF NOTES PAYABLE (Details) - USD ($)	Dec. 31, 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.	$ 10,558	$ 19,082
Less current portion	(9,140)	(8,524)
LONG-TERM PORTION	$ 1,418	$ 10,558

SCHEDULE OF RECONCILIATION OF THE STATUTORY TAX RATE (Details) - USD ($)	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Income Tax Disclosure [Abstract]
Statutory federal income tax rate	21.00%	21.00%
Statutory federal income tax rate	$ (2,693,540)	$ (952,951)
State taxes, net of federal income tax effect	3.30%	3.90%
State taxes, net of federal income tax effect	$ (428,716)	$ (179,960)
Other	(0.10%)
Other	$ 11,521
Equity-settled debt loss (non-deductible)	(2.90%)
Equity-settled debt loss (non-deductible)	$ 373,549
Change in valuation allowance	(21.30%)	(24.90%)
Change in valuation allowance	$ 2,737,186	$ 1,132,912
INCOME TAX BENEFIT, NET	0.00%	0.00%
INCOME TAX BENEFIT, NET

SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION (Details) - USD ($)	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Leases
Cash paid for amounts included in the measurement of operating lease liabilities	$ 158,643
Right-of-use assets obtained in exchange for lease obligations	$ 2,216,753

SCHEDULE OF NOTES PAYABLE (Details) (Parenthetical)	12 Months Ended
SCHEDULE OF NOTES PAYABLE (Details) (Parenthetical)	Dec. 31, 2025 USD ($)
Short-Term Debt [Line Items]
Vehicle note payable, monthly installments	$ 799
Vehicle note payable, interest rate	6.99%
Vehicle Note Payable [Member]
Short-Term Debt [Line Items]
Vehicle note payable	$ 40,248

PATENTS, NET (Details Narrative) - USD ($)	12 Months Ended
PATENTS, NET (Details Narrative) - USD ($)	Dec. 31, 2025	Dec. 31, 2024
Finite-Lived Intangible Assets [Line Items]
Total patents filing fees	$ 76,500
Patents [Member]
Finite-Lived Intangible Assets [Line Items]
Amortization expense	1,504	$ 812
Patents [Member] \| 2026 [Member]
Finite-Lived Intangible Assets [Line Items]
Amortization expense	2,066
Patents [Member] \| 2027 [Member]
Finite-Lived Intangible Assets [Line Items]
Amortization expense	2,066
Patents [Member] \| 2028 [Member]
Finite-Lived Intangible Assets [Line Items]
Amortization expense	2,066
Patents [Member] \| 2029 [Member]
Finite-Lived Intangible Assets [Line Items]
Amortization expense	2,066
Patents [Member] \| 2030 [Member]
Finite-Lived Intangible Assets [Line Items]
Amortization expense	$ 2,066
Patents [Member] \| Minimum [Member]
Finite-Lived Intangible Assets [Line Items]
Amortized period	13 years
Patents [Member] \| Maximum [Member]
Finite-Lived Intangible Assets [Line Items]
Amortized period	16 years

CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($)	12 Months Ended
CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($)	Dec. 31, 2025	Dec. 31, 2024
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Convertible note payable	$ 4,144,657
Face amount	$ 11,890,000
Bear interest rate	6.99%
Share price per share	$ 2.63	$ 12.71
Aggregate consideration	$ 448,057
Derivative components and expense	311,613
Contra-liability	348,387
Note Issuance Summary [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Cash proceed from notes	660,000
Convertible Note 1 [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Convertible note payable	367,275
Face amount	4,330,000
Cash proceed from notes	240,000
Convertible Note 2 [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Convertible note payable	1,639,474
Face amount	4,320,000
Cash proceed from notes	240,000
Convertible Note 3 [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Convertible note payable	2,137,908
Face amount	3,240,000
Cash proceed from notes	$ 180,000
Pre-Delivery Shares [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of purchased shares of common stock	2,937,500
Share price per share	$ 0.0002
Aggregate consideration	$ 588
Securities Purchase Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Convertible note payable	40,000,000
Convertible note payable	11,000,000
Face amount	11,890,000
Remaining undrawn capacity	$ 29,000,000
Bear interest rate	8.00%
Host Debt Instrument [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
[custom:OriginalIssueDiscountRate]	8.00%
[custom:DebtIssuanceCostsRate]	6.00%
Debt Conversion, Converted Instrument, Shares Issued	62,500

Balance Sheets - USD ($)	Dec. 31, 2025	Dec. 31, 2024
CURRENT ASSETS
Cash and cash equivalents	$ 2,104,004	$ 129,318
Accounts receivable	4,975
Prepaid expenses	189,878	55,867
Deferred offering costs		427,898
Other current assets	12,325	4,179
Total current assets	2,311,182	617,262
OTHER ASSETS
Property and equipment, net	514,684	95,425
Right of use assets - operating leases	2,117,284
Patents, net of accumulated amortization of $2,603 and $1,099	272,097	273,601
Deferred offering costs	5,650,185
Security deposits	65,633	1,500
Total other assets	8,619,883	370,526
TOTAL ASSETS	10,931,065	987,788
CURRENT LIABILITIES
Accounts payable	183,993	1,868,689
Accrued expenses	538,234	83,192
Operating lease liability	392,950
Derivative liabilities	1,460,000
Convertible notes payable, net of discount and debt issuance costs of $3,379,447 and $240,896, respectively	4,144,657
Note payable	9,140	8,524
Total current liabilities	6,728,974	1,960,405
LONG TERM LIABILITIES
Operating lease liability	1,725,073
Note payable, net of current portion	1,418	10,558
Total long term liabilities	1,726,491	10,558
Total liabilities	8,455,465	1,970,963
Commitments and Contingencies (See Note 18)
STOCKHOLDERS’ EQUITY (DEFICIT)
Common stock, $0.0002 par value, 200,000,000 authorized, 34,213,387 and 29,120,905 issued and outstanding at December 31, 2025 and December 31, 2024	6,841	5,822
Additional paid-in capital	31,215,698	14,984,561
Subscription receivable		(53,003)
Accumulated deficit	(28,746,939)	(15,920,555)
Total stockholders’ equity (deficit)	2,475,600	(983,175)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)	$ 10,931,065	$ 987,788

SCHEDULE OF DILUTIVE SECURITIES (Details) - shares	12 Months Ended
SCHEDULE OF DILUTIVE SECURITIES (Details) - shares	Dec. 31, 2025	Dec. 31, 2024
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Weighted average common shares outstanding: Basic	32,195,123	28,971,543
Weighted average common shares outstanding: Diluted	32,195,123	28,971,543
[custom:WeightedAverageCommonSharesOutstandingAndPotentialCommonShares]	36,341,249	29,850,040
Convertible Debt Securities [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Restricted stock units	3,241,618
Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Restricted stock units		729,546
Share-Based Payment Arrangement, Option [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Restricted stock units	77,786	148,951
Restricted Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Restricted stock units	826,722

DEFERRED OFFERING COSTS (Tables)

12 Months Ended

Dec. 31, 2025

Deferred Offering Costs

SCHEDULE OF DEFERRED OFFERING COSTS

The following summarizes the deferred offering balances as of December 31, 2025 and 2024 and changes during the years then ending:

SCHEDULE OF DEFERRED OFFERING COSTS

	2025			2024
Beginning balance	$	427,898		$	-
Costs related to public offering		7,616,439			427,898
Costs related to crowdfunding		91,543			229,994
Reclassification to additional paid-in capital		(2,485,695	)		(229,994	)
OUTSTANDING BALANCE	$	5,650,185		$	427,898

FAIR VALUE MEASUREMENTS

12 Months Ended

Dec. 31, 2025

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENTS

NOTE 5 - FAIR VALUE MEASUREMENTS

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 10. 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		December 31, 2025				December 31, 2024
Derivative liabilities		3		$	1,460,000			$	-

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 10, 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.

ARRIVE AI INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 2025 AND 2024

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.

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)			Derivative 3 (Convertible Note 3)
Assumed instrument term		3.0 years			3.0 years			3.0 years
Stock price	$	13.25		$	6.78		$	3.90
Selected equity volatility		135	%		130	%		150	%
Risk-free rate (continuous compounded, 3-year)		3.91	%		3.68	%		3.47	%
Debt discount rate (3-year)		25.72	%		28.69	%		27.06	%

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			12/31/2025
Assumed instrument term		3.0 years			3.0 years			3.0 years
Stock price	$	11.68		$	3.64		$	2.63
Selected equity volatility		135	%		145	%		150	%
Risk-free rate (continuous compounded, 3-year)		3.65	%		3.58	%		3.52	%
Debt discount rate (3-year)		28.93	%		26.00	%		27.10	%

Input	Derivative 1 (Convertible Note 1)			Derivative 2 (Convertible Note 2)			Derivative 3 (Convertible Note 3)
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 10, 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.

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)

ARRIVE AI INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 2025 AND 2024

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			Convertible Note 3			Total
Balance at January 1, 2025	$	—		$	—		$	—		$	—
Derivative liability 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
Derivative liability 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 on September 30, 2025		370,000			770,000			—			1,140,000
Balance		370,000			770,000			—			1,140,000
Derivative liability recognized upon issuance of convertible note payable at fair value		—			—			750,000			750,000
Change in fair value — period-end remeasurement (December 31, 2025)		(90,000	)		(190,000	)		(150,000	)		(430,000	)
BALANCE AT DECEMBER 31, 2025	$	280,000		$	580,000		$	600,000		$	1,460,000
Balance	$	280,000		$	580,000		$	600,000		$	1,460,000

The total net change in fair value of derivative liabilities recognized in the statement of operations for the year ended December 31, 2025 was a gain of $1,516,266, 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.

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 10.

Investments

During the year ended December 31, 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. As of December 31, 2025 and 2024, the Company held no such instruments.

ARRIVE AI INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 2025 AND 2024

PROPERTY AND EQUIPMENT (Details Narrative) - USD ($)	12 Months Ended
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($)	Dec. 31, 2025	Dec. 31, 2024
Property, Plant and Equipment [Abstract]
Depreciation expenses	$ 65,385	$ 28,303

SCHEDULE OF LEASE COST (Details) - USD ($)	12 Months Ended
SCHEDULE OF LEASE COST (Details) - USD ($)	Dec. 31, 2025	Dec. 31, 2024
Operating Lease Cost General and Administrative Expense [Member]
Operating lease cost included in general and administrative expense	$ 159,382

WARRANTS (Tables)

12 Months Ended

Dec. 31, 2025

SCHEDULE OF WARRANTS OUTSTANDING

The following table summarizes the warrants outstanding as of December 31, 2025 and 2024 and changes during the years ending on these dates:

SCHEDULE OF WARRANTS OUTSTANDING

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

OUTSTANDING, DECEMBER 31, 2023		163,215		$	9.52	$	4.16		0.53	$	254,615
Granted		64,334			11.49		6.30		0.59		78,341

OUTSTANDING, DECEMBER 31, 2024		227,549		$	10.08	$	4.76		0.97	$	598,996
Granted		7,692			11.00		8.55		3.19		-
Exercised		(120,820	)		9.52		3.87		-		-
Cancelled/Expired		(6,680	)		9.52		3.90		-		-
OUTSTANDING, DECEMBER 31, 2025		107,741		$	10.80	$	6.09		1.02	$	-
EXERCISABLE, DECEMBER 31, 2025		107,741		$	10.80	$	6.09		1.02	$	-

SCHEDULE OF ASSUMPTIONS USED TO ESTIMATE THE FAIR VALUE OF THE WARRANTS

The assumptions used to calculate the fair value of options granted during the year ended December 31, 2024 are as follows:

Weighted-average volatility	95.00	%
Risk-free rate	3.81	%
Dividend yield	0.00	%
Expected term years	10

Warrant [Member]

SCHEDULE OF ASSUMPTIONS USED TO ESTIMATE THE FAIR VALUE OF THE WARRANTS

The following table sets forth the assumptions used to estimate the fair value of the warrants for the year ended December 31:

	2025			2024
Expected term		3.95 years			1.5 – 3.7 years
Expected volatility		95.00	%		95.00	%
Risk-free interest rate		3.90	%		3.60% – 4.50	%
Expected dividend yield		0.0	%		0.0	%
Fair value on the date of grant	$	8.55		$	1.44 – $1.87

SCHEDULE OF DEFERRED OFFERING COSTS (Details) - USD ($)	12 Months Ended
SCHEDULE OF DEFERRED OFFERING COSTS (Details) - USD ($)	Dec. 31, 2025	Dec. 31, 2024
Deferred Offering Costs
Beginning balance	$ 427,898
Costs related to public offering	7,616,439	427,898
Costs related to crowdfunding	91,543	229,994
Reclassification to additional paid-in capital	(2,485,695)	(229,994)
OUTSTANDING BALANCE	$ 5,650,185	$ 427,898

RELATED-PARTY TRANSACTIONS (Details Narrative) - USD ($)			12 Months Ended
	Oct. 01, 2025	Jun. 01, 2020	Dec. 31, 2025	Dec. 31, 2024
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.
Monthly rent payment	$ 2,250
License [Member]
Licensing fee costs			$ 120,000	$ 120,000

- 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

LEASES (Details Narrative) - USD ($)	12 Months Ended
LEASES (Details Narrative) - USD ($)	Dec. 31, 2025	Dec. 31, 2024
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Lease payments	$ 158,643
Operating lease description	initial terms of two years commencing on July 31, 2025
Weighted-average remaining lease term	4 years 7 months 24 days
Weighted-average discount rate	10.42%
Operating Lease Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Base rent	$ 44,481
Monthly rent percentage	3.00%
Operating lease cost	$ 9,885
Variable lease costs	29,655
Lease payments	54,366
Ground Robot Leases [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Operating lease cost	25,200
Lease payments	$ 4,200

LIQUIDITY AND GOING CONCERN

12 Months Ended

Dec. 31, 2025

Organization, Consolidation and Presentation of Financial Statements [Abstract]

LIQUIDITY AND GOING CONCERN

NOTE 4 - LIQUIDITY AND GOING CONCERN

Liquidity

As of December 31, 2025, the Company had cash and cash equivalents of approximately $2.1 million.

As disclosed in Note 20, subsequent to year end, on January 26, 2026, the Company received $9.6 million in net proceeds from a convertible note payable financing transaction with Streeterville Capital, LLC (“Streeterville”), representing $10.0 million in gross proceeds less approximately $0.4 million in banking fees.

As disclosed in Note 10, the Company is party to a convertible note payable financing arrangement with Streeterville (the “Streeterville Facility”), which initially provided a maximum facility of up to $40,000,000 in gross borrowings, subject to the terms and conditions of the agreement. The convertible note payable includes limitations that may restrict additional borrowings, including (i) a limitation on total outstanding indebtedness, (ii) a minimum market capitalization requirement of $100 million, and (iii) a minimum book value of $4 million at the time of a draw. Availability under this facility is subject to the Company’s ability to satisfy these conditions, or the investor’s continued practice of extending funds, despite certain conditions not being met.

Going Concern

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

In accordance with ASC 205-40, Presentation of Financial Statements — Going Concern, management evaluated whether conditions or events, considered in the aggregate, raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that these financial statements are available to be issued.

The Company has incurred recurring operating losses and negative cash flows from operations since inception and expects to continue to do so as it invests in product development, commercialization, and infrastructure. These conditions, considered in the aggregate, raise substantial doubt about the Company’s ability to continue as a going concern.

Management has developed plans to address these conditions, which include the following:

●	Utilizing existing cash and cash equivalents of approximately $2.1 million as of December 31, 2025;

●	Deploying the $9.6 million in net proceeds received on January 26, 2026 from the issuance of a convertible promissory note to Streeterville Capital, LLC, as further described in NOTE 20; and

●	Potentially drawing additional amounts under the Securities Purchase Agreement with Streeterville, which provides up to an additional $19.0 million in gross borrowings, subject to certain conditions including a limitation on total outstanding indebtedness, a minimum market capitalization of $100 million and a minimum book value of $4 million at the time of each draw. The Company’s ability to access these funds is dependent on satisfying these conditions and on Streeterville’s willingness to continue funding draws.

The Company’s continued existence is dependent on its ability to continue its operating plan and to access remaining funds under the Securities Purchase Agreement (“SPA”) or obtain additional debt or equity financing. There can be no assurance that the Company will be able to access funds under the SPA or obtain additional debt or equity financing. Accordingly, substantial doubt about the Company’s ability to continue as a going concern is not alleviated by management’s plans. These financial statements do not include any adjustment that might result from the Company’s inability to continue as a going concern.

As of April 10, 2026, the Company’s cash, cash equivalents, and short-term investments were approximately $8.2 million.

SCHEDULE OF WARRANTS OUTSTANDING (Details) - USD ($)	12 Months Ended
SCHEDULE OF WARRANTS OUTSTANDING (Details) - USD ($)	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Warrants
Warrants outstanding	227,549	163,215
Weighted average exercise price	$ 10.08	$ 9.52
Weighted average grant date fair value	$ 4.76	$ 4.16
Weighted average remaining contractual term (years)	1 year 7 days	11 months 19 days	6 months 10 days
Aggregate intrinsic value	$ 598,996	$ 254,615
Warrants outstanding, Granted	7,692	64,334
Weighted average exercise price, granted	$ 11.00	$ 11.49
Weighted average grant date fair value, granted	$ 8.55	$ 6.30
Weighted average remaining contractual term (years), granted	3 years 2 months 8 days	7 months 2 days
Aggregate intrinsic value, granted		$ 78,341
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	163,215
Weighted average exercise price	$ 10.80	$ 10.08	$ 9.52
Weighted average grant date fair value	$ 6.09	$ 4.76	$ 4.16
Aggregate intrinsic value		$ 598,996	$ 254,615
Warrants outstanding, Exercisable	107,741
Weighted average exercise price, Exercisable	$ 10.80
Weighted average grant date fair value, Exercisable	$ 6.09
Weighted average remaining contractual term (years), Exercisable	1 year 7 days
Aggregate intrinsic value, Exercisable

Cybersecurity Risk Management and Strategy Disclosure

12 Months Ended

Dec. 31, 2025

Cybersecurity Risk Management, Strategy, and Governance [Abstract]

Cybersecurity Risk Management Processes for Assessing, Identifying, and Managing Threats [Text Block]

Risk Management and Strategy

We recognize the importance of maintaining the confidentiality, integrity, and availability of our information systems and data. As part of our overall enterprise risk management framework, we have implemented processes designed to assess, identify, and manage material risks from cybersecurity threats.

Use of Third-Party Managed Services Provider

We engage Synoptek, LLC as our third-party managed services provider (“MSP”) to administer and manage our information technology environment. Under this arrangement, the MSP provides operational support for our Microsoft Azure infrastructure, Microsoft 365 environment, endpoint management, identity and access management, security monitoring, and 24×7 service desk support.

While we rely on our MSP for day-to-day IT operations and security management functions, responsibility for oversight of cybersecurity risk remains with our management and Board of Directors.

Cybersecurity Risk Management Processes

Our cybersecurity risk management processes include a combination of internal oversight and third-party managed controls. These processes include:

	●	Cloud infrastructure monitoring and management within Microsoft Azure;
	●	Endpoint detection and response (EDR), anti-malware protection, and patch management;
	●	Multi-factor authentication (MFA) and conditional access controls through Microsoft Entra ID;
	●	Identity provisioning and deprovisioning procedures;
	●	Microsoft 365 security configuration, including email threat protection;
	●	Data backup services for Microsoft 365 workloads;
	●	Periodic vulnerability scanning and reporting;
	●	24×7 monitoring and incident response coordination through our MSP’s service desk and operations model

Security services described in our managed services agreement include baseline Zero Trust–aligned controls, identity governance, endpoint monitoring, and Azure configuration oversight.

We periodically review reports and updates from our MSP regarding system performance, vulnerabilities, and threat activity.

Third-Party Risk Management

Because we rely substantially on third-party providers, including our MSP and cloud platform vendors, we are exposed to risks associated with their cybersecurity practices and controls. Although we conduct diligence in selecting providers and seek contractual protections, we do not directly control their internal security operations.

A cybersecurity incident affecting our MSP, cloud infrastructure providers, SaaS vendors, or other third parties could materially impact our operations, data security, or financial condition.

Material Effects of Cybersecurity Risks

Cybersecurity threats continue to evolve and may include:

	●	Phishing and social engineering attacks;
	●	Ransomware and malware infections;
	●	Unauthorized access to cloud infrastructure;
	●	Credential compromise;
	●	Supply-chain attacks affecting vendors;
	●	Insider misuse or human error.

A material cybersecurity incident could result in:

	●	Operational disruption;
	●	Loss or exposure of sensitive data;
	●	Reputational harm;
	●	Regulatory scrutiny;
	●	Litigation or indemnification obligations;
	●	Financial loss;
	●	Diversion of management attention.

As of the date of this Annual Report, we have not identified any cybersecurity incidents that have materially affected our business, financial condition, or results of operations. However, future incidents could have a material adverse effect.

Cybersecurity Risk Third Party Oversight and Identification Processes [Flag]

true

Cybersecurity Risk Board of Directors Oversight [Text Block]

Our Board of Directors oversees our risk management processes, including cybersecurity risk, as part of its overall oversight responsibilities. The Board receives updates from management regarding significant cybersecurity risks and incidents, as appropriate.

Cybersecurity Risk Board Committee or Subcommittee Responsible for Oversight [Text Block]

Governance

Management’s Role in Cybersecurity Risk Management

Our executive management team is responsible for assessing and managing material cybersecurity risks. Management works in coordination with our MSP to monitor system health, review vulnerability reports, and evaluate incident response activity.

Cybersecurity matters are evaluated as part of our broader risk management and disclosure control processes. If a cybersecurity incident occurs, management assesses its severity, scope, operational impact, and potential materiality in accordance with SEC reporting requirements.

We do not currently employ a dedicated in-house Chief Information Security Officer. Security advisory services, including fractional CISO services and security engineering support, may be provided through our MSP engagement as needed.

Board Oversight of Cybersecurity Risks

The Board retains responsibility for oversight of material business risks, including cybersecurity. The Board does not currently maintain a separate cybersecurity or technology committee.

Incident Reporting and Disclosure Controls

We maintain disclosure controls and procedures designed to ensure that information regarding cybersecurity threats and incidents is communicated to management in a timely manner to allow appropriate evaluation and disclosure decisions.

In the event that management determines a cybersecurity incident is material, we will disclose such incident in accordance with applicable SEC rules and regulations.

Cybersecurity Risk Management Expertise of Management Responsible [Text Block]

INCOME TAXES (Tables)

12 Months Ended

Dec. 31, 2025

Income Tax Disclosure [Abstract]

SCHEDULE OF INCOME TAX BENEFIT

The income tax benefit consists of the following:

SCHEDULE OF INCOME TAX BENEFIT

	2025			2024
	Years Ended December 31,
	2025			2024
Current Provision	$	—		$	—
Deferred:
Federal		2,430,664			1,071,110
State		306,523			162,039
Total deferred provision		2,737,187			1,233,149
Change in valuation allowance		(2,737,187	)		(1,233,149	)
INCOME TAX BENEFIT, NET	$	—		$	—

SCHEDULE OF RECONCILIATION OF THE STATUTORY TAX RATE

	2025 (in dollars)			2025(%)
Statutory federal income tax rate	$	(2,693,540	)		21.0	%
State taxes, net of federal income tax effect		(428,716	)		3.3	%
Other		11,521			(0.1	)%
Equity-settled debt loss (non-deductible)		373,549			(2.9	)%
Change in valuation allowance		2,737,186			(21.3	)%
INCOME TAX BENEFIT, NET	$	—			0.0	%

There were no federal, state, or foreign income taxes paid in the year ended December 31, 2025.

Legacy Disclosures (ASC 740 – 2024)

The following is a reconciliation of the statutory federal income tax rate applied to pre-tax net loss compared to the income tax benefit in the statement of operations as of December 31, 2024.

	2024 (in dollars)			2024(%)
Statutory federal income tax rate	$	(952,951	)		21.0	%
State taxes, net of federal income tax effect		(179,960	)		3.9	%
Other		—			—	%
Change in valuation allowance		1,132,912			(24.9	)%
INCOME TAX BENEFIT, NET	$	—			0.0	%

SCHEDULE OF NET DEFERRED TAX AMOUNTS

The net deferred tax amounts in the accompanying balance sheets include the following components:

SCHEDULE OF NET DEFERRED TAX AMOUNTS

	2025			2024
	December 31,
	2025			2024
Net operating loss carryforward	$	3,936,612		$	1,814,039
Stock-based compensation		1,264,753			769,563
Property and equipment		349,976			406,695
Intangible assets		302,923			460,517
R&D credits		168,322			75,571
Other		664,959			423,973
Total deferred tax assets		6,687,545			3,950,358
Less: valuation allowance		(6,687,545	)		(3,950,358	)
TOTAL DEFERRED TAX ASSETS, NET	$	-		$	-

SCHEDULE OF CHANGE IN THE VALUATION ALLOWANCE

The change in the valuation allowance was the following at December 31:

	2025		2024
Beginning balance, January 1	$	3,950,358	$	2,717,209
Change in valuation allowance		2,737,187		1,233,149
VALUATION ALLOWANCE	$	6,687,545	$	3,950,358

PATENTS, NET

12 Months Ended

Dec. 31, 2025

Goodwill and Intangible Assets Disclosure [Abstract]

PATENTS, NET

NOTE 8 - PATENTS, NET

The Company capitalizes external costs, such as filing fees, registration documentation, and attorney fees associated with the application and issuance of patents. Amortization commences when the patent is granted and placed in service and is calculated on a straight-line basis over the remaining legal life of the patent. Costs associated with pending applications are capitalized but not amortized until issuance. Maintenance patent fees are paid to a government patent authority to maintain a granted patent in force. Some countries require the payment of maintenance fees for pending patent applications; these are expensed as incurred. Maintenance fees paid after a patent is granted are expensed, as these are considered ongoing costs to “maintain a patent.”

Patents consist of the following:

SCHEDULE OF PATENTS

	2025			2024
	December 31,
	2025			2024
Patents	$	274,700		$	274,700
Less: accumulated amortization		(2,603	)		(1,099	)
TOTAL PATENTS	$	272,097		$	273,601

As of December 31, 2025, eight of the Company’s international patent applications were issued and began being amortized over thirteen13 to sixteen years. As of December 31, 2024, five international patent applications were issued. During the year ended December 31, 2024, the Company filed applications for thirteen patents for total filing fees of $76,500. The Company did not file for any patents for the year ended December 31, 2025. Patent assets were evaluated for impairment under ASC 360 and no impairment was identified. Amortization expense was $1,504 and $812 for the years ended December 31, 2025 and 2024, respectively. Estimated amortization expense on the existing intangible patent assets for the next five years is $2,066 for 2026, $2,066 for 2027, $2,066 for 2028, $2,066 for 2029, and $2,066 for 2030.

ARRIVE AI INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 2025 AND 2024

REVENUE (Tables)

12 Months Ended

Dec. 31, 2025

Revenue from Contract with Customer [Abstract]

SCHEDULE OF DISAGGREGATED REVENUE

Disaggregated revenue for the year ended December 31, 2025 is as follows (the Company did not recognize revenue during the year ended December 31, 2024):

SCHEDULE OF DISAGGREGATED REVENUE

	Year Ended
	December 31, 2025
Revenue source
Consulting services	$	89,000
Installation services		3,675
Subscription fees		20,575
TOTAL REVENUE	$	113,250

Timing of Revenue Recognition
Services transferred over time	$	109,575
Services transferred at a point in time		3,675
TOTAL REVENUE	$	113,250

SUBSEQUENT EVENTS (Details Narrative) - USD ($)									1 Months Ended	3 Months Ended	12 Months Ended
SUBSEQUENT EVENTS (Details Narrative) - USD ($)	Apr. 09, 2026	Mar. 31, 2026	Mar. 18, 2026	Mar. 03, 2026	Feb. 18, 2026	Feb. 05, 2026	Feb. 03, 2026	Jan. 26, 2026	May 31, 2025	Mar. 31, 2025	Dec. 31, 2025
Subsequent Event [Line Items]
Face amount											$ 11,890,000
Stock issued during period shares issued for services											532,913
Fair value for stock									$ 688,570	$ 6,927,869
Subsequent Event [Member] \| Three Officer [Member]
Subsequent Event [Line Items]
Stock issued during period shares restricted stock award		102,492
Stock issued during period value restricted stock award		$ 56,147
Subsequent Event [Member] \| Officer [Member]
Subsequent Event [Line Items]
Stock repurchased and retired during period shares		12,591,840
Subsequent Event [Member] \| Loan Agreement [Member]
Subsequent Event [Line Items]
Bridge loan						$ 400,000
Loan term						24 months
Interest rate						40.00%
Bridge loan extended						$ 200,000
Subsequent Event [Member] \| Nasdaq Stock Notification Letter [Member]
Subsequent Event [Line Items]
Market value of Publicly held shares amount		$ 15,000,000
Market value of Publicly held shares price		$ 0.0002
Subsequent Event [Member] \| Nasdaq Stock Notification Lette One r [Member]
Subsequent Event [Line Items]
Market value of Publicly held shares amount		$ 50,000,000
Subsequent Event [Member] \| Media Content [Member]
Subsequent Event [Line Items]
Stock issued during period shares issued for services							118,343
Fair value for stock							$ 200,000
Subsequent Event [Member] \| Common Stock [Member]
Subsequent Event [Line Items]
Stock Issued During Period, Shares, Conversion of Convertible Securities			13,329,477
Stock Issued During Period, Value, Conversion of Convertible Securities			$ 11,344,001
Stock issued during period shares issued for services		70,184
Subsequent Event [Member] \| Common Stock [Member] \| Streeterville [Member]
Subsequent Event [Line Items]
Stock Issued During Period, Shares, Conversion of Convertible Securities	10,000,000		522,830	287,656	297,855
Stock Issued During Period, Value, Conversion of Convertible Securities	$ 5,319,001		$ 450,000	$ 275,000	$ 300,000
Convertible Promissory Note [Member] \| Subsequent Event [Member]
Subsequent Event [Line Items]
Face amount								$ 10,800,000
Initial purchase price								10,000,000
Original issue discount								800,000
Debt Conversion, Converted Instrument, Amount								$ 5,000,000
Convertible Promissory Note [Member] \| Subsequent Event [Member] \| Common Stock [Member]
Subsequent Event [Line Items]
Stock Issued During Period, Shares, Conversion of Convertible Securities								2,221,136

Pay vs Performance Disclosure - USD ($)	12 Months Ended
Pay vs Performance Disclosure - USD ($)	Dec. 31, 2025	Dec. 31, 2024
Pay vs Performance Disclosure [Table]
Net Income (Loss)	$ (12,826,384)	$ (4,537,901)

- Definition

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

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+ Details

NOTE PAYABLE (Tables)

12 Months Ended

Dec. 31, 2025

Debt Disclosure [Abstract]

SCHEDULE OF NOTES PAYABLE

Note payable consists of the following:

SCHEDULE OF NOTES PAYABLE

	2025			2024
	December 31,
	2025			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.	$	10,558		$	19,082
Less current portion		(9,140	)		(8,524	)
LONG-TERM PORTION	$	1,418		$	10,558

SCHEDULE OF MATURITIES OF LONG-TERM DEBT

At December 31, 2025 aggregate future principal payments on the note payable are as follows:


2026	$	9,140
2027		1,418
TOTAL	$	10,558

STOCKHOLDERS’ EQUITY (DEFICIT) (Tables)

12 Months Ended

Dec. 31, 2025

Equity [Abstract]

SCHEDULE OF SHARES REPURCHASE

The following sets forth the Company’s share repurchases for the year ended December 31, 2025:

SCHEDULE OF SHARES REPURCHASE

Total number of shares repurchased		19,700
Amount repurchased	$	74,743
Average price per share	$	3.79

SCHEDULE OF DISAGGREGATED REVENUE (Details) - USD ($)	12 Months Ended
SCHEDULE OF DISAGGREGATED REVENUE (Details) - USD ($)	Dec. 31, 2025	Dec. 31, 2024
TOTAL REVENUE	$ 113,250
Transferred over Time [Member]
TOTAL REVENUE	109,575
Transferred at Point in Time [Member]
TOTAL REVENUE	3,675
Consulting Services [Member]
TOTAL REVENUE	89,000
Installation Services [Member]
TOTAL REVENUE	3,675
Subscription Fees [Member]
TOTAL REVENUE	$ 20,575

- 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.

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+ Details

SCHEDULE OF RECONCILIATION OF THE DERIVATIVE LIABILITIES MEASURED AT FAIR VALUE (Details) - USD ($)	3 Months Ended		6 Months Ended	12 Months Ended
	Dec. 31, 2025	Sep. 30, 2025	Jun. 30, 2025	Dec. 31, 2025
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items]
Balance	$ 1,140,000	$ 2,060,000
Derivative liability recognized upon issuance of convertible note payable at fair value	750,000	1,710,000	2,250,000	(4,710,000)
Change in fair value — period-end remeasurement (December 31, 2025)	(430,000)	178,376	(190,000)
Reclassification of derivative liabilities upon conversion of convertible notes payable		(1,733,734)		1,733,734
Change in fair value of derivative liabilities – conversion remeasurement		(1,074,642)
Balance	1,460,000	1,140,000	2,060,000	1,460,000
Convertible Note 1 [Member]
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items]
Balance	370,000	2,060,000
Derivative liability recognized upon issuance of convertible note payable at fair value			2,250,000
Change in fair value — period-end remeasurement (December 31, 2025)	(90,000)	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	280,000	370,000	2,060,000	280,000
Convertible Note 2 [Member]
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items]
Balance	770,000
Derivative liability recognized upon issuance of convertible note payable at fair value		1,710,000
Change in fair value — period-end remeasurement (December 31, 2025)	(190,000)	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	580,000	770,000		580,000
Convertible Note 3 [Member]
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items]
Balance
Derivative liability recognized upon issuance of convertible note payable at fair value	750,000
Change in fair value — period-end remeasurement (December 31, 2025)	(150,000)
Reclassification of derivative liabilities upon conversion of convertible notes payable
Change in fair value of derivative liabilities – conversion remeasurement
Balance	$ 600,000			$ 600,000

Statement of Changes in Stockholders' Equity (Deficit) - 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 and warrants for cash	$ 47		2,671,077	(27,498)		2,643,626
Issuance of common stock and warrants for cash, shares	243,423
Stock-based compensation	$ 6		1,388,860			1,388,866
Stock-based compensation, shares	32,839
Net loss					(4,537,901)	(4,537,901)
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
Stock-based compensation			1,098,029			1,098,029
Net loss					(12,826,384)	(12,826,384)
Issuance of common stock, net	$ 595		394,459	53,003		448,057
Issuance of common stock, net, shares	2,974,885
Issuance of common stock upon exercise of warrants	$ 24		573,871			$ 573,895
Issuance of common stock upon exercise of warrants, shares	120,820					120,820
Issuance of common stock for options exercise			6,164			$ 6,164
Issuance of common stock for options exercise, shares	773
Issuance of common stock for the conversion of convertible notes payable	$ 241		4,533,739			$ 4,533,980
Issuance of common stock for the conversion of convertible notes payable, shares	1,207,355					1,207,355
Reclassification of derivative liabilities upon conversion of convertible notes payable			1,733,734			$ 1,733,734
Repurchase of common stock		$ (74,743)				$ (74,743)
Repurchase of common stock, treasury shares		19,700				19,700
Retirement of treasury stock	$ (4)	$ 74,743	(74,739)
Retirement of treasury stock, treasury shares	(19,700)	(19,700)
Issuance of common stock for settlement of debt	$ 19		1,204,718			1,204,737
Issuance of common stock for settlement of debt, shares	92,673
Issuance of common stock for deferred offering costs	$ 107		6,927,762			6,927,869
Issuance of common stock for deferred offering costs, shares	532,913
Reclassification of deferred offering costs upon financing drawdown			(2,394,152)			(2,394,152)
Issuance of common stock under stock plans	$ 25		1,399,439			1,399,464
Issuance of common stock under stock plans, shares	120,263
Issuance of common stock for commitment fee	$ 12		828,113			828,125
Issuance of common stock for Commitment Fee, shares	62,500
Balance at Dec. 31, 2025	$ 6,841		$ 31,215,698		$ (28,746,939)	$ 2,475,600
Balance, shares at Dec. 31, 2025	34,213,387
Balance, treasury shares at Dec. 31, 2025

NATURE OF OPERATIONS

12 Months Ended

Dec. 31, 2025

Organization, Consolidation and Presentation of Financial Statements [Abstract]

NATURE OF OPERATIONS

NOTE 1 - NATURE OF OPERATIONS

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 an early-stage 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 risks 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.

The Company is an emerging growth company as the term is used in The Jumpstart Our Business Startups Act (JOBS Act), enacted on April 5, 2012 and has elected to comply with certain reduced public company reporting requirements.

SCHEDULE OF VALUATION OF MEASUREMENT INPUT (Details)	Dec. 31, 2025 $ / shares	Sep. 30, 2025 $ / shares	Jun. 30, 2025 $ / shares
Measurement Input, Expected Term [Member] \| Derivative 1 [Member] \| Instrument Inception Measurement [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Assumed instrument term	3 years
Measurement Input, Expected Term [Member] \| Derivative 1 [Member] \| Remeasure At Each Reporting [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Assumed instrument term	3 years	3 years	3 years
Measurement Input, Expected Term [Member] \| Derivative 1 [Member] \| Remeasure At Each Conversion [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Assumed instrument term	3 years
Measurement Input, Expected Term [Member] \| Derivative Two [Member] \| Instrument Inception Measurement [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Assumed instrument term	3 years
Measurement Input, Expected Term [Member] \| Derivative Two [Member] \| Remeasure At Each Conversion [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Assumed instrument term	3 years
Measurement Input, Expected Term [Member] \| Derivative Three [Member] \| Instrument Inception Measurement [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Assumed instrument term	3 years
Measurement Input, Share Price [Member] \| Derivative 1 [Member] \| Instrument Inception Measurement [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input	13.25
Measurement Input, Share Price [Member] \| Derivative 1 [Member] \| Remeasure At Each Reporting [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input	2.63	3.64	11.68
Measurement Input, Share Price [Member] \| Derivative 1 [Member] \| Remeasure At Each Conversion [Member] \| Minimum [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input	3.18
Measurement Input, Share Price [Member] \| Derivative 1 [Member] \| Remeasure At Each Conversion [Member] \| Maximum [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input	6.78
Measurement Input, Share Price [Member] \| Derivative Two [Member] \| Instrument Inception Measurement [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input	6.78
Measurement Input, Share Price [Member] \| Derivative Two [Member] \| Remeasure At Each Conversion [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input	3.45
Measurement Input, Share Price [Member] \| Derivative Three [Member] \| Instrument Inception Measurement [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input	3.90
Measurement Input, Share Price [Member] \| Derivative Three [Member] \| Remeasure At Each Conversion [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input
Measurement Input, Option Volatility [Member] \| Derivative 1 [Member] \| Instrument Inception Measurement [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input	135
Measurement Input, Option Volatility [Member] \| Derivative 1 [Member] \| Remeasure At Each Reporting [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input	150	145	135
Measurement Input, Option Volatility [Member] \| Derivative 1 [Member] \| Remeasure At Each Conversion [Member] \| Minimum [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input	130
Measurement Input, Option Volatility [Member] \| Derivative 1 [Member] \| Remeasure At Each Conversion [Member] \| Maximum [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input	155
Measurement Input, Option Volatility [Member] \| Derivative Two [Member] \| Instrument Inception Measurement [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input	130
Measurement Input, Option Volatility [Member] \| Derivative Two [Member] \| Remeasure At Each Conversion [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input	145
Measurement Input, Option Volatility [Member] \| Derivative Three [Member] \| Instrument Inception Measurement [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input	150
Measurement Input, Option Volatility [Member] \| Derivative Three [Member] \| Remeasure At Each Conversion [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input
Measurement Input, Risk Free Interest Rate [Member] \| Derivative 1 [Member] \| Instrument Inception Measurement [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input	3.91
Measurement Input, Risk Free Interest Rate [Member] \| Derivative 1 [Member] \| Remeasure At Each Reporting [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input	3.52	3.58	3.65
Measurement Input, Risk Free Interest Rate [Member] \| Derivative 1 [Member] \| Remeasure At Each Conversion [Member] \| Minimum [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input	3.45
Measurement Input, Risk Free Interest Rate [Member] \| Derivative 1 [Member] \| Remeasure At Each Conversion [Member] \| Maximum [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input	3.68
Measurement Input, Risk Free Interest Rate [Member] \| Derivative Two [Member] \| Instrument Inception Measurement [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input	3.68
Measurement Input, Risk Free Interest Rate [Member] \| Derivative Two [Member] \| Remeasure At Each Conversion [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input	3.54
Measurement Input, Risk Free Interest Rate [Member] \| Derivative Three [Member] \| Instrument Inception Measurement [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input	3.47
Measurement Input, Risk Free Interest Rate [Member] \| Derivative Three [Member] \| Remeasure At Each Conversion [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input
Measurement Input, Discount Rate [Member] \| Derivative 1 [Member] \| Instrument Inception Measurement [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input	25.72
Measurement Input, Discount Rate [Member] \| Derivative 1 [Member] \| Remeasure At Each Reporting [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input	27.10	26.00	28.93
Measurement Input, Discount Rate [Member] \| Derivative 1 [Member] \| Remeasure At Each Conversion [Member] \| Minimum [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input	25.66
Measurement Input, Discount Rate [Member] \| Derivative 1 [Member] \| Remeasure At Each Conversion [Member] \| Maximum [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input	28.69
Measurement Input, Discount Rate [Member] \| Derivative Two [Member] \| Instrument Inception Measurement [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input	28.69
Measurement Input, Discount Rate [Member] \| Derivative Two [Member] \| Remeasure At Each Conversion [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input	25.91
Measurement Input, Discount Rate [Member] \| Derivative Three [Member] \| Instrument Inception Measurement [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input	27.06
Measurement Input, Discount Rate [Member] \| Derivative Three [Member] \| Remeasure At Each Conversion [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input