Opening the filing
8-K
Emerging growth company ☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 4.01. Changes in Registrant’s Certifying Accountant.
Resignation of Independent Registered Public Accounting Firm On October 13, 2026, Stephano Slack LLC (“Stephano Slack”) resigned as the independent registered public accounting firm of Arrive AI Inc. (the “Company”), effective October 13, 2026. The separation was amicable, and the Company and Stephano Slack intend to cooperate in facilitating an orderly transition to the Company’s successor independent registered public accounting firm.
The Audit Committee (the “Committee”) of the Board of Directors of the Company acknowledged Stephano Slack’s resignation and approved the change in the Company’s independent registered public accounting firm.
The audit report of Stephano Slack on the Company’s financial statements as of and for the fiscal year ended December 31, 2025 did not contain an adverse opinion or a disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope or accounting principles, except that Stephano Slack’s reports for the fiscal year ended December 31, 2025 included an explanatory paragraph regarding substantial doubt about the Company’s ability to continue as a going concern.
During the fiscal year ended December 31, 2025 and the subsequent interim period through October 13, 2026:
(i)
there were no disagreements, as defined in Item 304(a)(1)(iv) of Regulation S-K, between the Company and Stephano Slack on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure that, if not resolved to the satisfaction of Stephano Slack, would have caused Stephano Slack to make reference to the subject matter of the disagreement in connection with its report on the Company’s financial statements; and (ii)
there were the following reportable events, as that term is defined in Item 304(a)(1)(v) of Regulation S-K: as disclosed in Item 9A of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and in the Company’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2026 and June 30, 2026, the Company identified a material weakness in its internal control over financial reporting relating to the Company’s failure to maintain sufficient controls to ensure the proper identification, bifurcation and fair value measurement of embedded derivatives in hybrid financial instruments, or to ensure that the effective interest method was applied over the accretion period for host debt instruments containing a discount. As a result of this material weakness, on April 15, 2026, the Company filed amended Quarterly Reports on Form 10-Q/A for the quarters ended June 30, 2025 and September 30, 2025 to restate the financial statements included therein. As of June 30, 2026, the material weakness had not been fully remediated.
The Committee discussed the subject matter of this reportable event with Stephano Slack, and the Company has authorized Stephano Slack to respond fully to the inquiries of M&K CPAS, PLLC (“M&K”) concerning the subject matter of this reportable event.
The Company provided Stephano Slack with a copy of the disclosures contained in this Current Report on Form 8-K and requested that Stephano Slack furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statements made herein. A copy of Stephano Slack’s letter, dated October 16, 2026, is filed as Exhibit 16.1 to this Current Report on Form 8-K.
Appointment of Independent Registered Public Accounting Firm On October 13, 2026, the Committee approved, and the Company engaged, M&K as the Company’s independent registered public accounting firm, effective as of such date, to review the Company’s interim financial statements for the quarter ending September 30, 2026 and to audit the Company’s financial statements for the fiscal year ending December 31, 2026.
During the Company’s two most recent fiscal years and the subsequent interim period through the date of M&K’s engagement, neither the Company nor anyone acting on its behalf consulted with M&K regarding:
(i)