Why A Reverse Split Helps Us List

We explain the reverse split, the $13 pricing target, and why it broadens access to institutional investors while preserving value. We outline S-1 progress, share logistics with the transfer agent, realistic timing for listing, and how we’ll keep everyone informed and involved.

• why a reverse split aligns with NASDAQ rules and investor screens
• how $13 pricing improves access to funds and market perception
• differences between DPO, IPO and SPAC thresholds
• what the SEC S-1 review requires and how we respond
• where shares are held and how CUSIP assignment works
• how the transfer agent will deliver shares and guidance
• realistic timeline moving from Q4 hopes into early next year
• transparency, investor questions and managing changing dates
• plans for a New York celebration, swag and raffles
• investor spotlight features and new website content

We’re going to put a link to it with this video on whatever platform it’s on, YouTube, Facebook, whatever, it’ll be in the caption of this video

Transcript

Setting The Stage And Purpose

SPEAKER_01 0:05

Hi, we're ready for another Dan show. Um, Dan dressed up for the occasion today.

SPEAKER_00 0:10

Oh, come on, guys. I just said it worn jeans. I don't like it, but thanks for calling it out.

SPEAKER_01 0:16

I just wanted to, you know, diffuse it right out of the gate. Um, but all joking aside, it is an incredibly busy time for you. I know that you're on your phone, you're in meetings, and you are processing information all the time.

SPEAKER_00 0:33

It's awesome. Um never been busier, never had more fun.

SPEAKER_01 0:38

So the purpose of today's Dan show is just to once again touch base with all of you. We know that there are a lot of questions, and um we will provide as many answers to those questions as we possibly

Why Reverse Split And Pricing

SPEAKER_01 0:51

can. Unfortunately, going through a public listing process is rather complicated. That's why not a lot of companies are able to achieve it.

SPEAKER_00 1:00

It's like the worst homework assignment times a thousand that you'd ever done. And that might get too close. Yeah. But we, you know, I wish we could have a magic wand and reach everybody. Just, you know, like it, every investor. Because I know whenever we do these, we we're always missing. Some of you are not getting these. So I know we can uh ask the same questions time and again, and that's why we kind of keep coming out with redundant information. We just want to make sure we're getting to everyone.

SPEAKER_01 1:28

Yeah. So a big question that we've had since the announcement of the reverse split is why.

SPEAKER_00 1:35

Yeah, um, want to address that really very importantly. Um, you know, what would the price we come to market at is not an arbitrary number. I mean, the the NASDAQ and the Security Exchange Commission have different uh you know uh milestones that they want to see you your pricing come out. And it's it's not just throwing a dart, you know, and say, hey, let's go at $20 a share just for the fun of it, right? There has to be um a story uh that uh depicts why that valuation is what it should be. In our case, um, you know, the amount that the way that we're going public is through a direct public offering, uh, it's called a DPO. Uh NASDAQ has an $8 minimum threshold on that. So you say, okay, just come at $8. You know, the reality is um there's a lot of reasons why we're not just coming at eight. If we did an IPNO, which is an initial public offering, the threshold is four dollars. Uh if we did a SPAC, uh the threshold is ten dollars. So a DPO is eight bucks. Um but there's a lot of we want to get a ton of um institutional investors, there's um uh pension fund investors and in just market perception. Uh and the chargers on a lot of these uh funds are that they have to invest in things that are ten dollars or higher, a minimum of ten dollars. So it just makes sense not to exclude a huge market opportunity for all of us. So that's why you know $13 is a good number. Uh we're doing a one for four reverse split. Our shares right now are $325 each, times that by four, that's $13. Uh, it's equivalent kind of around the loosely of saying, hey, uh, I got a $100 bill, uh, can I buy your $520s? You know, it's not changing anything. I know you're gonna have less shares, and I know people you know like the idea of having a bunch of shares, but it's it's the exact same value. And I would argue that uh the share opportunity to increase is greater at $13 than it is at $325, which isn't an odd start. We can come at $325 right now anyway. So, and just to kind of you know stress that we can't say, okay, we're at $325

The SEC S-1 And Listing Process

SPEAKER_00 3:47

right now, let's just make it $8. You know, you just can't do that. Um, there has to be intrinsic value built in a pricing strategy of how you get to that number, uh, and that's why we're doing it the way we're doing it.

SPEAKER_01 4:01

So there are only positives from Arrive AI's vantage point to get to the NASDAQ. It provides liquidity, and this is the way to achieve that. Without it, we couldn't.

SPEAKER_00 4:13

Totally, totally. And you know, we've been talking about this for a long time. Everybody knows that. I don't need to say that again. But you know, um, the reality is uh we're not the only ones determining the courts here. You know, we're working with the SEC, Security Exchange Commission, the NASDAQ, um, lawyers, auditors, investment bankers, you know, the whole everybody in the world that, you know, it's a big deal. And we're moving at the speed of everybody else. You know, when we get something, we turn it around like that. Um, you know, the comment period for what's called an S1 document with the SEC, um, it's a 200-plus page document. It's very uh onerous, very intrusive, it's it's everything about this company. Um, and it's very thorough. And so, you know, um, and again, that speaks to you the the way that this works. You know, you don't just say, hey, I want to be on the MASDAC, I'll I want to be on New York, I want to go public. You have to have the uh story to tell. It has to line up and make sense and uh really uh check all the boxes for every compliance issue that that's out there, and that's what we're doing. So um, as they read the 200-plus page document, questions come about. They come back to us and say, hey, can you expand on this? And then we do that and then we send that back, and then okay, well, what about this? What about that? You know, it's really vetting, and it really, you know, for people to have confidence in public markets, this is what the process has to look like. You can't just have a bunch of you know, fly-by-back companies up there trading publicly, uh picking numbers that they want to create and all those things. Uh yeah, but at the end of the day, that's gonna be great for us. So what else

Finding And Receiving Your Shares

SPEAKER_00 5:51

we got?

SPEAKER_01 5:51

Yeah, so I know another question that we get frequently is where are my shares? I can't find my shares, what do I do with them once we're public? Maybe you've invested under multiple campaigns that we had. Um, we are going to have all of those answers for you, and we have a little bit of the answer for now. We're just waiting for when we can pull that trigger.

SPEAKER_00 6:11

Right. If you've been about with us when there was direct through WeFunder, uh Start Engine or Pikme, you know, we know who you are, we've got your shares. Um be confident. The other thing I would say is we are gonna come to each of you before we go public, and and you'll have your shares. Uh, you'll know where they're housed. Uh, they're gonna be um having a QCIP number, which is a um it's a tracking number from the SEC that every share has to have before it can be publicly traded. Now the thing is we're not able to publicly trade just yet. As we get closer, that's a secrete uh key step that we're gonna be be going through. But that's one of the last things that will happen. These shares will get assigned to that number. For right now, we don't have a QSIP number on any of the shares. Uh, none of the shares are registered at this point. So that will be the very last thing. It'll be a great thing when you see us come to you and say, hey, we're um here's your shares, you know, all that you're gonna know that we're getting really close.

SPEAKER_01 7:11

Yeah, and they will come from the transfer agent. So that has all of your information there. So we will have drafted communications from arrive and through the transfer agent itself.

SPEAKER_00 7:21

Yeah, the transfer agent already has everybody's information. It's all heed up, uh, our whole count table is with our transfer agent that works for the publicly traded companies every day. So um it's getting there, it's getting really close. I know everybody's anxious. Uh one thing I want to say is I don't want anybody to think that because it's taken longer than we thought, that um this is an thing to do with backing up on our promise. Uh, you know, we have been dead sensed set since day one of getting to uh be a publicly traded company, giving everybody liquidity. You know, only three-tenths of one percent of public of uh crowdfunded companies ever go public. So it's like an ultra-rare minority, and we're proud to be in that ultra-rare minority. And I'm just saying, give us a chance, we're getting there, right? Um, I see, you know, I get a lot of calls, a lot of text, emails, I see it in chats, all that. Uh, we try to be as responsive to everyone as we can be, right? And that's why we're proactively putting this out. Um, the other thing I want to say is um I want to say this delicately. You know,

Timelines, Delays, And Transparency

SPEAKER_00 8:30

sometimes sometimes people suggest things that, you know, um, I appreciate every suggestion and all that, but sometimes um if if you invested in a company and the CEO hadn't thought of some of this stuff, and you're suggesting it, I mean, you'd be disappointed. I and that doesn't mean we've thought of everything. I want you to know that, but there are there are some things that were the very first things that we've thought of. And I just I just I'm not saying that in a negative way, but I want everyone to know that you know we've got a great team here. We're we're pulling everything together, we're drawing on a lot of expertise uh beyond our team, actually, uh professionals in the financial industry and so forth. And um, if you have a great idea and you don't think we've thought of it, bring it on, right?

SPEAKER_01 9:16

Yeah, I think that's fair. I think that a lot of the ideas too are things that eventually we really do want to get to, but we're trying to um start off the in the strongest way possible. So where is our value? Like where is our greatest value, and how do we achieve that in the most responsible way? Absolutely. And so I think that is where um as a CEO, I've been very impressed with Dan and his openness to love is the idea that you first have in the very beginning, but also to be able to transition that a little bit to see what the climate is, to see what's landing, what's actually working, sure, and then focusing on that pipeline.

SPEAKER_00 10:02

When you think you know everything, that's when you know you don't. And so I don't want what I just said to come across as we're known at all. You know, you gotta be open to change and all that, and that's what we are. But but there's a lot of things that you know we're doing. And I just don't want anybody to think that you know, we haven't we're not exhausting everything. It's really important you guys know that.

SPEAKER_01 10:22

Yeah. Um, and I also want to say it, because I don't know if Dan will, but his transparency um is almost to a fault to where we all he's transparent with all of us here in Iran. You you keep us all in the loop. There's really nothing that I ever feel like you keep from anyone. And so he he does give all kinds of information details to keep people updated, knowing that sometimes that could change and we will have to provide another update. So um I can tell you that there's never a a thing that comes out of his mouth that he doesn't stand by or that he doesn't firmly believe in.

SPEAKER_00 11:01

Um thanks a lot.

SPEAKER_01 11:02

Well, also knowing that that could that that information could change, which I think what I'm getting at is I hear you, the public listing date.

SPEAKER_00 11:10

That's great. I appreciate you saying all those kind of things. Thank you. And that that is that's the kind of the curse of trying to be out there in front and leading with information. You know, there's always um it's always subject to change, right? And I think hopefully you guys will look back and see try to be as evergreen as I could about saying by Q by the end of Q4. Well, guess what? The end of Q4 is right around the corner and it doesn't look like we're gonna get that. That's not for a lack of trying record, not at all. But you know, um, so right now we're probably looking uh, you know, first month or two

Community, Events, And Investor Spotlight

SPEAKER_00 11:46

of the new year. I hate to even throw a date out again because when it misses, you know, you're judged by that. But that's the best um timeline that we have in front of us right now. I I just I do want to share that. I want you guys to know there is a light at the end of the tunnel. We're still working toward it. It's not like something's changed and we're not doing it anymore. And we just haven't told you that sucks.

SPEAKER_01 12:08

And I'll just throw in there if it feels like it's been a process for you waiting for the news, I can tell you from our C team here working to get there. Yeah, I mean, it's it's exhausting.

SPEAKER_00 12:20

It is, it is. But you know, we're gonna get there, we're all gonna have fun, and when we do, I hope they're all gonna come to New York with us.

SPEAKER_01 12:26

Yes, that will be very exciting, and we're gonna continue to um elevate the excitement and we're still planning what we can plan. It's hard for us too because we don't even know how to plan what, but we are going to. It's gonna be great, and we do want everybody who can be there to be there. We're working on the swag designs and stuff, which leads me to another fun part is I want to thank everybody for sending in um your answers to the survey that we emailed out and for all the bios and um your passion behind why you invested, and then your photos. We've started the spotlight, investor spotlight campaign. And as promised, we're gonna be doing the raffle soon for Slab year.

SPEAKER_00 13:05

She can't wait to do the bingo.

SPEAKER_01 13:07

I know, we've got I should have brought it in here.

SPEAKER_00 13:08

We should have. Stay tuned, that'll be next time, guys. We'll show that next time.

SPEAKER_01 13:13

But we are gonna do that pretty soon. Um, it's been so busy that we're trying to make sure we have time to let everybody know when and we'll be doing a Facebook live and do the raffle.

SPEAKER_00 13:22

Maybe when this airs, you can put in the shirt.

SPEAKER_01 13:25

There you go.

SPEAKER_00 13:26

Yeah, pop in the little shirt and maybe maybe even show the raffle thing.

SPEAKER_01 13:32

We gotta pick a date for this Facebook Live. I'm thinking next week is looking good.

SPEAKER_00 13:36

Okay. Yeah.

SPEAKER_01 13:38

Anything else that you want to say?

SPEAKER_00 13:40

No, we before when we do figure out the date, we're gonna give you as much notice as we can. Um, just to give you a fun fact on our side, the um the survey that you put out kindly about, you know, as we go public, do you want to join? Do you not want to join, or would you maybe join? I think we'll run at 50% say yes. That's kind of a hard yes, so we like that. 20% no, and maybe 30% maybe. So maybe we could get up to 80% of our investors to show up in New York.

SPEAKER_01 14:11

Yeah.

SPEAKER_00 14:12

Wouldn't that be amazing?

SPEAKER_01 14:13

It really would.

SPEAKER_00 14:13

That would be amazing, guys, if we could do that.

SPEAKER_01 14:16

Yeah, we're yeah, as many as possible. We would love it.

SPEAKER_00 14:19

We're gonna have a big party plan, a lot of fun. Everybody, we're gonna give you a whole bunch of swag. Yeah, we want everybody to think it's uh St. Patrick's Day.

SPEAKER_01 14:27

We want to think about it.

SPEAKER_00 14:28

You're wearing your bright green, right? So uh that'll be awesome, right?

SPEAKER_01 14:32

Yeah, and and when that time comes, just prepare. We will want to get some RSVPs eventually to know how many we should plan for, but just keep thinking about it and know that we will um we're already in the works of knowing how to scramble at the last minute to make sure it's as cool as possible.

SPEAKER_00 14:48

That's us cool, right?

SPEAKER_01 14:50

Yeah.

SPEAKER_00 14:51

Uh I'm trying to think if there's anything else here. Do you have anything else you want to bring up?

SPEAKER_01 14:55

We have some fun stuff in the pipeline just with information on our website. We've got like some neat logs that have started um with some more information about our impact and how we feel like what we're doing is the the future of logistics. Um

Survey, Turnout Plans, And Swag

SPEAKER_01 15:11

did one on healthcare and chain of custody and gonna keep on cranking out some good content.

SPEAKER_00 15:17

What about the spotlights of our investors?

SPEAKER_01 15:21

There's another one going up today. Okay, good. And so we'll have our next round of three or four people who will be spotlighting.

SPEAKER_00 15:27

Yeah, check it out. You might see yourself. That's pretty cool, right?

SPEAKER_01 15:30

Yep, spotless on our social channels and get ready for the raffle.

SPEAKER_00 15:34

There you go.

SPEAKER_01 15:34

And working on the t-shirt design as well.

SPEAKER_00 15:36

Awesome. Hey guys, anytime we're here and just keep the faith, okay? We're gonna get this done. It's gonna be fun, it's gonna be great.

SPEAKER_01 15:44

And for anybody who didn't fill out the survey and would like to, we're gonna put a link to it with this video on whatever platform it's on, YouTube, Facebook, whatever, it'll be in the caption of this video. So if you see it, click on it, send it in, and you can enter to win some fun swag.

SPEAKER_00 15:59

Awesome. Thanks, Kylie. Appreciate it. Thanks, guys. See you all soon.