Indianapolis tech startup Arrive calls off planned merger

Indianapolis-based smart-mailbox startup Arrive AI has called off its planned merger with Canada-based Brüush Oral Care Inc.

In December, Arrive announced it planned to go public by merging with Vancouver, British Columbia-based Brüush, a publicly traded e-commerce company that sells electric toothbrushes. At the time of that announcement, Arrive said it anticipated closing the merger in the first quarter of 2024.

But late Friday, Arrive said it was terminating the merger agreement because Brüush had been suspended from the Nasdaq Stock Market for failure to comply with Nasdaq’s qualifications for listing.

“We were repeatedly advised that Brüush expected to clear its Nasdaq hurdles, but in the end, that just wasn’t the case,” Arrive CEO Dan O’Toole said in a written statement.

Under terms of the deal, the combined company would have been based in Indianapolis and led by Arrive’s existing management team, headed by O’Toole.

O’Toole said Arrive is still working to become a publicly traded company, and he believes that will happen by year’s end.

Arrive launched in 2019 and did business as DroneDek Corp. until a rebranding last year, when it became Arrive Technology Inc. The company, which rebranded again this year as Arrive AI, has developed a climate-controlled, secure receptacle for deliveries made by drones, couriers, or robots.

One of Nasdaq’s listing requirements is that a company must have an audit committee made up of at least three people, all of whom are independent directors. On April 18, Brüush disclosed in a Securities and Exchange Commission filing that it had missed an April 12 deadline to come into compliance with the requirement. In its filing, Brüush noted that it had submitted a compliance plan to a Nasdaq hearings panel but had not yet received a decision.

Brüush also fell out of compliance with Nasdaq’s minimum share price requirement and because of a delinquency in filing its annual report for the year ended Oct. 31, 2023.