ARRWW / Arrowroot Acquisition Corp - Warrants (02/03/2026) - Pemfailan SEC, Laporan Tahunan, Penyata Proksi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 6, 2025

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 6, 2025 ILEARNINGENGINES, INC. (Exact name of registrant as specified in its charter) Delaware 001-40129 85-3961600 (State or other jurisdiction of incorporation) (Commission fi

February 19, 2025

Exhibit 16.1 February 19, 2025 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by iLearningEngines, Inc. under Item 4.01 of its Form 8-K dated February 13, 2025. We agree with the statements concerning our Firm in such Form 8-K; we are not in a position to agree or disagree with other statements of iLearningEngines, Inc. co

Regulation FD Disclosure, Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant, 8-K, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 12, 2025 ILEARNINGENGINES, INC. (Exact name of registrant as specified in its charter) Delaware 001-40129 85-3961600 (State or other jurisdiction of incorporation) (Commissio

Regulation FD Disclosure, Bankruptcy or Receivership

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 13, 2025 ILEARNINGENGINES, INC. (Exact name of registrant as specified in its charter) Delaware 001-40129 85-3961600 (State or other jurisdiction of incorporation) (Commission

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Bankruptcy or Receivership

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 6, 2025 ILEARNINGENGINES, INC. (Exact name of registrant as specified in its charter) Delaware 001-40129 85-3961600 (State or other jurisdiction of incorporation) (Commission

Engagement Agreement CR3 PARTNERS, LLC ILEARNINGENGINES, INC.

Exhibit 10.1 December 27, 2024 BY EMAIL Ms. Bonnie-Jeanne Gerety Chief Financial Officer iLearningEngines, Inc. Dear Ms. Gerety: Thank you for retaining CR3 for the purpose of providing a chief restructuring officer (“CRO”) and other personnel to support the CRO for iLearningEngines, Inc. (“the Company”). The attached Engagement Agreement and its Exhibits detail the terms and conditions of our agr

Regulation FD Disclosure, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Bankruptcy or Receivership

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 30, 2024 ILEARNINGENGINES, INC. (Exact name of registrant as specified in its charter) Delaware 001-40129 85-3961600 (State or other jurisdiction of incorporation) (Commissio

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 23, 2024 ILEARNINGENGINES, INC. (Exact name of registrant as specified in its charter) Delaware 001-40129 85-3961600 (State or other jurisdiction of incorporation) (Commissio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 20, 2024

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 20, 2024 ILEARNINGENGINES, INC. (Exact name of registrant as specified in its charter) Delaware 001-40129 85-3961600 (State or other jurisdiction of incorporation) (Commissio

AI for the Limitless Enterprise iLearningEngines Voluntarily Initiates Chapter 11 Proceedings Company Seeks To Reorganize Its Finances While Continuing to Operate Its Business

Exhibit 99.1 AI for the Limitless Enterprise iLearningEngines Voluntarily Initiates Chapter 11 Proceedings Company Seeks To Reorganize Its Finances While Continuing to Operate Its Business BETHESDA, MD December 23, 2024 – iLearningEngines, Inc. (NASDAQ: AILE) (“iLearningEngines,” “ILE” or the “Company”), a leader in AI-powered learning and work automation, today announced that on December 20, 2024

AI for the Limitless Enterprise iLearningEngines Special Committee Provides Update Announces Management Actions Company Receives Letter of Non-Compliance from Nasdaq

Exhibit 99.1 AI for the Limitless Enterprise iLearningEngines Special Committee Provides Update Announces Management Actions Company Receives Letter of Non-Compliance from Nasdaq BETHESDA, MD December 10, 2024 – iLearningEngines, Inc. (NASDAQ: AILE) (“iLearningEngines,” “ILE” or the “Company”), a leader in AI-powered learning and work automation, today provided an update from the Special Committee

Regulation FD Disclosure, Changes in Control of Registrant, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 4, 2024 ILEARNINGENGINES, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40129 85-3961600 (State or Other Jurisdiction of Incorp

Regulation FD Disclosure, Changes in Control of Registrant, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 4, 2024 ILEARNINGENGINES, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40129 85-3961600 (State or Other Jurisdiction of Incorporation) (Commission

Up to 22,624,975 Shares of Common Stock Issuable Upon Exercise of Warrants Up to 100,774,669 Shares of Common Stock Up to 8,250,000 Warrants to Purchase Common Stock

Filed pursuant to Rule 424(b)(3) Registration No. 333-279908 PROSPECTUS SUPPLEMENT NO. 7 (To the Prospectus Dated August 9, 2024) Up to 22,624,975 Shares of Common Stock Issuable Upon Exercise of Warrants Up to 100,774,669 Shares of Common Stock and Up to 8,250,000 Warrants to Purchase Common Stock This prospectus supplement supplements the prospectus dated August 9, 2024 (the “Prospectus”), which

AI for the Limitless Enterprise iLearningEngines Special Committee Provides Update Announces Management Actions Company Receives Letter of Non-Compliance from Nasdaq

Exhibit 99.1 AI for the Limitless Enterprise iLearningEngines Special Committee Provides Update Announces Management Actions Company Receives Letter of Non-Compliance from Nasdaq BETHESDA, MD December 10, 2024 – iLearningEngines, Inc. (NASDAQ: AILE) (“iLearningEngines,” “ILE” or the “Company”), a leader in AI-powered learning and work automation, today provided an update from the Special Committee

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

NT 10-Q 1 ea0221424-nt10qilearning.htm NOTIFICATION OF LATE FILING UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: September 30, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 11, 2024 ILEARNINGENGINE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 11, 2024 ILEARNINGENGINES, INC. (Exact name of registrant as specified in its charter) Delaware 001-40129 85-3961600 (State or other jurisdiction of incorporation) (Commissio

Up to 22,624,975 Shares of Common Stock Issuable Upon Exercise of Warrants Up to 100,774,669 Shares of Common Stock Up to 8,250,000 Warrants to Purchase Common Stock

Filed pursuant to Rule 424(b)(3) Registration No. 333-279908 PROSPECTUS SUPPLEMENT NO. 6 (To the Prospectus Dated August 9, 2024) Up to 22,624,975 Shares of Common Stock Issuable Upon Exercise of Warrants Up to 100,774,669 Shares of Common Stock and Up to 8,250,000 Warrants to Purchase Common Stock This prospectus supplement supplements the prospectus dated August 9, 2024 (the “Prospectus”), which

AILE / iLearningEngines, Inc. / Westchester Capital Management, LLC - SC 13G/A Passive Investment

SC 13G/A 1 ef20038414sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Information Statement Pursuant to Rules 13d-1 and 13d-2 Under the Securities Exchange Act of 1934 (Amendment No. 1)* iLearningEngines, Inc. (f/k/a Arrowroot Acquisition Corp.) (Name of Issuer) Common stock, $0.0001 par value per share (Title of Class of Secur

AILE / iLearningEngines, Inc. / COWEN AND COMPANY, LLC - COWEN AND COMPANY, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* iLeaningEngines, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 45175Q106 (CUSIP Number) September 30, 2024 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this

AI for the Limitless Enterprise iLearningEngines Announces Further Response to Short Report

Exhibit 99.1 AI for the Limitless Enterprise iLearningEngines Announces Further Response to Short Report BETHESDA, MD – September 5, 2024 (GLOBE NEWSWIRE) - iLearningEngines, Inc. (NASDAQ: AILE) (“iLearningEngines” or “ILE”) a leader in AI-powered learning and work automation for enterprises, today announced that the Company’s Board of Directors has formed a Special Committee consisting of indepen

Up to 22,624,975 Shares of Common Stock Issuable Upon Exercise of Warrants Up to 100,774,669 Shares of Common Stock Up to 8,250,000 Warrants to Purchase Common Stock

Filed pursuant to Rule 424(b)(3) Registration No. 333-279908 PROSPECTUS SUPPLEMENT NO. 5 (To the Prospectus Dated August 9, 2024) Up to 22,624,975 Shares of Common Stock Issuable Upon Exercise of Warrants Up to 100,774,669 Shares of Common Stock and Up to 8,250,000 Warrants to Purchase Common Stock This prospectus supplement supplements the prospectus dated August 9, 2024 (the “Prospectus”), which

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 30, 2024 ILEARNINGENGINES, INC. (Exact name of registrant as specified in its charter) Delaware 001-40129 85-3961600 (State or other jurisdiction of incorporation) (Commission

Up to 22,624,975 Shares of Common Stock Issuable Upon Exercise of Warrants Up to 100,774,669 Shares of Common Stock Up to 8,250,000 Warrants to Purchase Common Stock

Filed pursuant to Rule 424(b)(3) Registration No. 333-279908 PROSPECTUS SUPPLEMENT NO. 4 (To the Prospectus Dated August 9, 2024) Up to 22,624,975 Shares of Common Stock Issuable Upon Exercise of Warrants Up to 100,774,669 Shares of Common Stock and Up to 8,250,000 Warrants to Purchase Common Stock This prospectus supplement supplements the prospectus dated August 9, 2024 (the “Prospectus”), which

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 28, 2024 ILEARNINGENGINES, INC. (Exact name of registrant as specified in its charter) Delaware 001-40129 85-3961600 (State or other jurisdiction of incorporation) (Commission

Up to 22,624,975 Shares of Common Stock Issuable Upon Exercise of Warrants Up to 100,774,669 Shares of Common Stock Up to 8,250,000 Warrants to Purchase Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-279908 PROSPECTUS SUPPLEMENT NO. 3 (To Prospectus dated August 9, 2024) Up to 22,624,975 Shares of Common Stock Issuable Upon Exercise of Warrants Up to 100,774,669 Shares of Common Stock and Up to 8,250,000 Warrants to Purchase Common Stock This prospectus supplement is being filed to amend and update the “Principal Securityholders” and “Selli

Up to 22,624,975 Shares of Common Stock Issuable Upon Exercise of Warrants Up to 100,774,669 Shares of Common Stock Up to 8,250,000 Warrants to Purchase Common Stock

Filed pursuant to Rule 424(b)(3) Registration No. 333-279908 PROSPECTUS SUPPLEMENT NO. 2 (To the Prospectus Dated August 9, 2024) Up to 22,624,975 Shares of Common Stock Issuable Upon Exercise of Warrants Up to 100,774,669 Shares of Common Stock and Up to 8,250,000 Warrants to Purchase Common Stock This prospectus supplement supplements the prospectus dated August 9, 2024 (the “Prospectus”), which

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 22, 2024 ILEARNINGENGINES, INC. (Exact name of registrant as specified in its charter) Delaware 001-40129 85-3961600 (State or other jurisdiction of incorporation) (Commission

Up to 22,624,975 Shares of Common Stock Issuable Upon Exercise of Warrants Up to 100,774,669 Shares of Common Stock Up to 8,250,000 Warrants to Purchase Common Stock

424B3 1 ea0211400-424b3ilearn.htm PROSPECTUS SUPPLEMENT Filed pursuant to Rule 424(b)(3) Registration No. 333-279908 PROSPECTUS SUPPLEMENT NO. 1 (To the Prospectus Dated August 9, 2024) Up to 22,624,975 Shares of Common Stock Issuable Upon Exercise of Warrants Up to 100,774,669 Shares of Common Stock and Up to 8,250,000 Warrants to Purchase Common Stock This prospectus supplement supplements the p

AI for the Limitless Enterprise iLearningEngines Reports Second Quarter 2024 Results Second quarter revenue grew 33.9% year-over-year to $135.5 million Net loss driven entirely by one-time items; Adjusted EBITDA1 of $4 million

Exhibit 99.1 AI for the Limitless Enterprise iLearningEngines Reports Second Quarter 2024 Results Second quarter revenue grew 33.9% year-over-year to $135.5 million Net loss driven entirely by one-time items; Adjusted EBITDA1 of $4 million BETHESDA, MD August 13, 2024 – iLearningEngines, Inc. (NASDAQ: AILE) (“iLearningEngines”, “ILE”, or “the Company”), a leader in AI-powered learning and work aut

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40129 ILEARNINGENGINES, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 13, 2024 ILEARNINGENGINES,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 13, 2024 ILEARNINGENGINES, INC. (Exact name of registrant as specified in its charter) Delaware 001-40129 85-3961600 (State or other jurisdiction of incorporation) (Commission

Up to 22,624,975 Shares of Common Stock Issuable Upon Exercise of Warrants Up to 100,774,669 Shares of Common Stock Up to 8,250,000 Warrants to Purchase Common Stock

PROSPECTUS Filed Pursuant to Rule 424(b)(3) Registration No. 333-279908 Up to 22,624,975 Shares of Common Stock Issuable Upon Exercise of Warrants Up to 100,774,669 Shares of Common Stock and Up to 8,250,000 Warrants to Purchase Common Stock This prospectus relates to the issuance by us of an aggregate of up to 22,624,975 shares of our common stock, $0.0001 par value per share (the “Common Stock”)

ILEARNINGENGINES, INC. 6701 Democracy Blvd., Suite 300 Bethesda, Maryland 20817

ILEARNINGENGINES, INC. 6701 Democracy Blvd., Suite 300 Bethesda, Maryland 20817 August 7, 2024 Via EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N.E. Washington, D.C. 20549 Attn: Mitchell Austin Re: iLearningEngines, Inc. Registration Statement on Form S-1 File No. 333-279908 Acceleration Request Requested Date: August 9, 2024 Requ

As filed with the U.S. Securities and Exchange Commission on July 22, 2024.

As filed with the U.S. Securities and Exchange Commission on July 22, 2024. Registration No. 333-279908 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ILEARNINGENGINES, INC. (Exact name of registrant as specified in its charter) Delaware 7372 85-3961600 (State or other jurisdiction of incor

Cooley LLP 500 Boylston Street Boston, MA 02116-3736 t: +1 617 937 2300 f: +1 617 937 2400 cooley.com

Eric Blanchard +1 617 937 2445 [email protected] July 22, 2024 U.S. Securities and Exchange Commission Division of Corporation Finance, Office of Technology 100 F Street, N.E. Washington, DC 20549 Attn: Mitchell Austin Kathleen Krebs Re: iLearningEngines, Inc. Amendment No. 1 to Registration Statement on Form S-1 Filed July 1, 2024 File No. 333-279908 Ladies and Gentlemen: On behalf of iLearni

First Amendment to Loan and Security Agreement, among iLearningEngines Holdings, Inc., as borrower, East West Bank, as administrative agent, and the lenders party thereto.

Exhibit 10.1 FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT THIS FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of June 28, 2024, is entered into by and among by and among ILEARNINGENGINES HOLDINGS, INC., a Delaware corporation (“Borrower”), the financial institutions from time to time party hereto (the “Lenders”), and EAST WEST BANK, a California banking corporation,

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 28, 2024 ILEARNINGENGINES, INC. (Exact name of registrant as specified in its charter) Delaware 001-40129 85-3961600 (State or other jurisdiction of incorporation) (Commission Fi

iLearningEngines Secures $20 Million Incremental Funding To Help Execute Growth Plans

Exhibit 99.1 iLearningEngines Secures $20 Million Incremental Funding To Help Execute Growth Plans BETHESDA, MD July 03, 2024 – iLearningEngines, Inc. (NASDAQ: AILE) (“iLearningEngines” or “ILE”) a leader in AI-powered learning and work automation, announced today that it has entered into a First Amendment to Loan and Security Agreement (the “Amendment”) with the involved financial institutions (t

Letter Agreement, dated April 9, 2024, by and among Polar Multi-Strategy Master Fund, Arrowroot Acquisition Corp. and iLearningEngines Inc.

Exhibit 10.41 Polar Multi-Strategy Master Fund c/o Mourant Governance Services (Cayman) Limited 94 Solaris Avenue Camana Bay PO Box 1348 Grand Cayman KY1-1108 Cayman Islands April 9, 2024 VIA E-MAIL Arrowroot Acquisition Corp. 4553 Glencoe Ave, Suite 200 Marina Del Rey, California 90292 Attention: Thomas Olivier Email: iLearningEngines, Inc. 6701 Democracy Blvd., Suite 300 Bethesda, MD 20817 Atten

Amendment No. 1 to Fee Equitization Agreement, dated May 31, 2024, by and among iLearningEngines, Inc. and Cooley LLP

Exhibit 10.39 AMENDMENT NO. 1 TO FEE EQUITIZATION AGREEMENT This Amendment No. 1 to Fee Equitization Agreement (this “Amendment”) is made as of May 31, 2024 by and between iLearningEngines, Inc., a Delaware corporation formerly known as Arrowroot Acquisition Corp. (the “Company”), and Cooley LLP (the “Cooley”), and amends that certain Fee Equitization Agreement (the “Agreement”), dated March 27, 2

As filed with the U.S. Securities and Exchange Commission on July 1, 2024.

As filed with the U.S. Securities and Exchange Commission on July 1, 2024. Registration No. 333-279908 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ILEARNINGENGINES, INC. (Exact name of registrant as specified in its charter) Delaware 7372 85-3961600 (State or other jurisdiction of incorp

First Amendment to Loan and Security Agreement, among iLearningEngines Holdings, Inc., as borrower, East West Bank, as administrative agent, and the lenders party thereto

Exhibit 10.42 FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT THIS FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of June 28, 2024, is entered into by and among by and among ILEARNINGENGINES HOLDINGS, INC., a Delaware corporation (“Borrower”), the financial institutions from time to time party hereto (the “Lenders”), and EAST WEST BANK, a California banking corporation,

Cooley LLP 500 Boylston Street Boston, MA 02116-3736 t: +1 617 937 2300 f: +1 617 937 2400 cooley.com

Eric Blanchard +1 617 937 2445 [email protected] July 1, 2024 U.S. Securities and Exchange Commission Division of Corporation Finance, Office of Technology 100 F Street, N.E. Washington, DC 20549 Attn: Mitchell Austin Kathleen Krebs Re: iLearningEngines, Inc. Registration Statement on Form S-1 Filed June 3, 2024 File No. 333-279908 Ladies and Gentlemen: On behalf of iLearningEngines, Inc. (the

As filed with the Securities and Exchange Commission on June 21, 2024

As filed with the Securities and Exchange Commission on June 21, 2024 Registration No.

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) iLearningEngines, Inc.

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables S-1 (Form Type) iLearningEngines, Inc.

As filed with the U.S. Securities and Exchange Commission on June 3, 2024.

As filed with the U.S. Securities and Exchange Commission on June 3, 2024. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ILEARNINGENGINES, INC. (Exact name of registrant as specified in its charter) Delaware 7372 85-3961600 (State or other jurisdiction of incorporation or organization)

Fee Equitization Agreement, dated March 27, 2024, by and among Cooley LLP, Arrowroot Acquisition Corp. and iLearningEngines Inc

Exhibit 10.38 FEE EQUITIZATION AGREEMENT March 27, 2024 WHEREAS, pursuant to that certain engagement letter between Arrowroot Acquisition Corp., a Delaware corporation (together with any Successor (as defined herein), the “Company”), and Cooley LLP (“Cooley”), dated October 20, 2020 (as it may be amended from time to time, the “Engagement Letter”), the Company has incurred fees and expenses payabl

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40129 ILEARNINGENGINES, INC

ILEARNINGENGINES MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Exhibit 99.2 ILEARNINGENGINES MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis of the financial condition and results of operations of iLearningEngines, Inc. (for purposes of this section, the “Company,” “iLearningEngines” “we,” “us” and “our”) should be read together with iLearningEngines’ condensed consolidated financial

ILEARNINGENGINES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands, except share amounts)

Exhibit 99.1 iLearningEngines, Inc. and Subsidiaries INDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Page(s) Condensed Consolidated Balance Sheets as of March 31, 2024 (Unaudited) and December 31, 2023 2 Condensed Consolidated Statements of Operations (Unaudited) for the three months ended March 31, 2024 and 2023 3 Condensed Consolidated Statements of Changes in Shareholders’ Deficit (Unaudit

Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 16, 2024 ILEARNINGENGINES, INC. (Exact name of registrant as specified in its charter) Delaware 001-40129 85-3961600 (State or other jurisdiction of incorporation) (Commission Fil

AI for the Limitless Enterprise iLearningEngines Reports First Quarter 2024 Results First quarter revenue grew 33% year-over-year to $125 million Net loss driven entirely by one-time items; Company delivers increased non-GAAP profitability year-over-

Exhibit 99.1 AI for the Limitless Enterprise iLearningEngines Reports First Quarter 2024 Results First quarter revenue grew 33% year-over-year to $125 million Net loss driven entirely by one-time items; Company delivers increased non-GAAP profitability year-over-year excluding one-time items BETHESDA, MD May 16, 2024 – iLearningEngines, Inc. (NASDAQ: AILE) (“iLearningEngines”, “ILE”, or “the Compa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ For the Transition Per

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 16, 2024 ILEARNINGENGINES, INC. (Exact name of registrant as specified in its charter) Delaware 001-40129 85-3961600 (State or other jurisdiction of incorporation) (Commission

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 25, 2024 ILEARNINGENGINES, INC. (Exact name of registrant as specified in its charter) Delaware 001-40129 85-3961600 (State or other jurisdiction of incorporation) (Commission F

Chidambaran Harish - SCHEDULE 13D

SC 13D 1 ea0204483-sc13dchidamilearn.htm SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* iLearningEngines, Inc. (Name of Issuer) Common stock, $0.0001 par value per share (Title of Class of Securities) 45175Q 106 (CUSIP Number) Harish Chidambaran c/o iLearningEngines, Inc. 6701 Democracy B

Second Amended and Restated Certificate of Incorporation of iLearningEngines, Inc.

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ARROWROOT ACQUISITION CORP. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) Arrowroot Acquisition Corp., a corporation organized and existing under the laws of the State of State of Delaware (the “Corporation”), DOES HEREBY CERTIFY: ONE: That the present name of the Corporation is Arrowroot

Amendment No. 1, dated March 27, 2024, to the Letter Agreement, dated June 5, 2020, by and among Mizuho Securities USA LLC, iLearningEngines Inc. and Arrowroot Acquisition Corp.

Exhibit 10.37 March 27, 2024 iLearningEngines Inc. 6701 Democracy Blvd. Suite 300 Bethesda, MD 20817 Attn: Mr. Harish Chidambaran, Chief Executive Officer CONFIDENTIAL AMENDMENT NO. 1 Dear Mr. Chidambaran: Reference is made to the letter agreement (the “Agreement”) dated as of June 5, 2020, by and between iLearningEngines Inc., (the “Company”) a corporation with principal offices at 6701 Democracy

Form of 2024 Convertible Note Purchase Agreement.

Exhibit 10.28 CERTAIN INFORMATION HAS BEEN EXCLUDED FROM THIS AGREEMENT (INDICATED BY “[***]”) BECAUSE ILEARNINGENGINES, INC. HAS DETERMINED SUCH INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. convertible NOTE PURCHASE AGREEMENT This CONVERTIBLE NOTE PURCHASE AGREEMENT (this “Agreement”), is made as of [●], 2024, by and among iLearningEngines Inc., a

Loan and Security Agreement, dated April 17, 2024, by and among iLearningEngines Holdings, Inc., as borrower, East West Bank, as agent, and the lenders.

Exhibit 10.31 CERTAIN INFORMATION HAS BEEN EXCLUDED FROM THIS AGREEMENT (INDICATED BY “[***]”) BECAUSE ILEARNINGENGINES, INC. HAS DETERMINED SUCH INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. LOAN AND SECURITY AGREEMENT by and among EAST WEST BANK, as Agent, the lenders party hereto from time to time, and ILEARNINGENGINES HOLDINGS, INC., as Borrower

Amendment to the Letter Agreement, dated March 27, 2024, between BTIG, LLC and Arrowroot Acquisition Corp.

Exhibit 10.38 AMENDMENT TO LETTER AGREEMENT This Amendment TO THE LETTER AGREEMENT (this “Amendment”) is entered into as of March 27, 2024, between and among Arrowroot Acquisition Corp. (collectively with its subsidiaries and affiliates, the “Company”) and BTIG, LLC (“BTIG”). All capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings given to them in the

AI for the Limitless Enterprise iLearningEngines Reports Fourth Quarter and Full Year 2023 Results Fourth quarter revenue grew 39% year-over-year to $116 million Posts record full year revenue of $421 million, up 36% year-over-year, and ARR growth ac

Exhibit 99.2 AI for the Limitless Enterprise iLearningEngines Reports Fourth Quarter and Full Year 2023 Results Fourth quarter revenue grew 39% year-over-year to $116 million Posts record full year revenue of $421 million, up 36% year-over-year, and ARR growth accelerates to 43% year-over-year BETHESDA, MD April 22, 2024 – iLearningEngines, Inc. (NASDAQ: AILE) (“iLearningEngines”, “ILE”, or “the C

Specimen Common Stock Certificate.

Exhibit 4.1 NUMBER C- SHARES CUSIP 45175Q106 SEE REVERSE FOR CERTAIN DEFINITIONS ILEARNINGENGINES, INC. COMMON STOCK THIS CERTIFIES THAT is the owner of fully paid and non-assessable shares of common stock, par value $0.0001 per share (the “Common Stock”), of iLearningEngines, Inc., a Delaware corporation (the “Company”), transferable on the books of the Company in person or by duly authorized att

ILEARNINGENGINES MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Exhibit 99.3 ILEARNINGENGINES MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis of the financial condition and results of operations of iLearningEngines Inc. (for purposes of this section, the “Company,” “iLearningEngines” “we,” “us” and “our” refer to iLearningEngines Inc. (which changed its name to iLearningEngines Holding

Form of Restricted Stock Agreement

Exhibit 4.7 iLearningEngines, INC. STOCK RESTRICTION AGREEMENT This Stock Restriction Agreement (the “Agreement”) is made as of April 16, 2024 by and between iLearningEngines, Inc., a Delaware corporation (the “Company”) and [Ÿ] (“Holder”). Certain capitalized terms used below are defined in the terms and conditions set forth in Exhibit A attached to this Agreement, which are incorporated by refer

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 99.4 iLearningEngines, Inc. and Subsidiaries Consolidated Financial Statements As of December 31, 2023 and 2022 and for the years ended December 31, 2023, 2022, and 2021 iLearningEngines, Inc. and Subsidiaries INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page(s) Report of Independent Registered Public Accounting Firm 2 Consolidated Balance Sheets as of December 31, 2023 and 2022 3 Consolidat

Guaranty and Suretyship Agreement, dated April 17, 2024, by and among iLearningEngines Holdings, Inc. and In2vate, L.L.C, as debtors, and East West Bank as agent for the lenders.

Exhibit 10.33 GUARANTY AND SURETYSHIP AGREEMENT April 17, 2024 THIS GUARANTY AND SURETYSHIP AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Guaranty”) by and among the entities listed on the signature pages hereto, and each Person who is joined hereto as a guarantor from time to time after the Closing Date (each individually, a “Debtor” and collectively

Amended and Restated Registration Rights Agreement, dated April 16, 2024, by and among iLearningEngines, Inc., members of Arrowroot Acquisition LLC, and certain former stockholders of iLearningEngines, Inc.

Exhibit 10.1 CERTAIN INFORMATION HAS BEEN EXCLUDED FROM THIS AGREEMENT (INDICATED BY “[***]”) BECAUSE ILEARNINGENGINES, INC. HAS DETERMINED SUCH INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT This Amended and Restated Registration Rights Agreement (this “Agreement”) is made as of April 16, 2024 by an

Subordination Agreement, dated April 17, 2024, by and among iLearningEngines Holdings, Inc, and Experion Technologies, FZ LLC.

Exhibit 10.34 SUBORDINATION AGREEMENT April 17, 2024 To: EAST WEST BANK 535 Madison Ave., 8th Fl. New York, NY 10022 Attn: Jack Grady In order to induce East West Bank, a California banking corporation (“Senior Lender”), to make and continue to make certain loans and extend credit to iLearningEngines Holdings Inc., a Delaware corporation (“Borrower”), pursuant to that certain Loan and Security Agr

iLearningEngines, Inc. Becomes Publicly Traded Company After Completing Business Combination With Arrowroot Acquisition Corp., Will Commence Trading on Nasdaq Under Ticker Symbol “AILE”

Exhibit 99.1 iLearningEngines, Inc. Becomes Publicly Traded Company After Completing Business Combination With Arrowroot Acquisition Corp., Will Commence Trading on Nasdaq Under Ticker Symbol “AILE” BETHESDA, MD and Marina Del Rey, CA April 16, 2024– iLearningEngines, Inc. (“iLearningEngines”, “iLE”, or “the Company”), a leader in AI-powered learning automation and information intelligence for cor

Form of Stock Option Grant Notice and Form of Stock Option Agreement under 2024 Equity Incentive Plan.

Exhibit 10.12 iLearningEngines, Inc. Stock Option Grant Notice (2024 Equity Incentive Plan) iLearningEngines, Inc. (the “Company”), pursuant to the Company’s 2024 Equity Incentive Plan (the “Plan”), has granted to you (“Optionholder”) an option to purchase the number of shares of the Common Stock set forth below (the “Option”). Your Option is subject to all of the terms and conditions as set forth

Second Omnibus Amendment to Loan Documents by and among iLearningEngines Holdings, Inc., as borrower, and In2vate, L.L.C, Venture Lending & Leasing IX, Inc., and WTI Fund X, Inc. as the lenders.

Exhibit 10.35 CERTAIN INFORMATION HAS BEEN EXCLUDED FROM THIS AGREEMENT (INDICATED BY “[***]”) BECAUSE ILEARNINGENGINES, INC. HAS DETERMINED SUCH INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. SECOND OMNIBUS AMENDMENT TO LOAN DOCUMENTS This Second Omnibus Amendment to Loan Documents (this “Amendment”) is dated as of March 27, 2024, by and among ILEAR

Form of 2024 Convertible Note.

Exhibit 10.29 These securities AND THE SHARES ISSUABLE UPON CONVERSION have not been registered under the Securities Act of 1933, AS AMENDED. They may not be sold, offered for sale, pledged, hypothecated, or otherwise transferred except pursuant to an effective registration statement under the Securities Act of 1933, AS AMENDED, or an opinion of counsel OR OTHER EVIDENCE satisfactory to the Compan

List of Subsidiaries of iLearningEngines, Inc.

Exhibit 21.1 List of Subsidiaries Legal Name Jurisdiction of Incorporation iLearningEngines Holdings, Inc. Delaware in2vate, LLC Oklahoma ILE ILEARNINGENGINES INDIA PRIVATE LIMITED India iLearningEngines FZ-LLC Dubai Free Zone, United Arab Emirates iLearningEngines Pty Ltd Australia

Amended and Restated Bylaws of iLearningEngines, Inc.

Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF ILEARNINGENGINES, INC. (A DELAWARE CORPORATION) ARTICLE I OFFICES Section 1. Registered Office. The registered office of the corporation in the State of Delaware shall be as set forth in the Amended and Restated Certificate of Incorporation of the corporation, as the same may be amended or restated from time to time (the “Certificate of Incorporation”). S

Form of Restricted Stock Unit Grant Notice and Form of Restricted Stock Unit Agreement under 2024 Equity Incentive Plan.

Exhibit 10.13 iLearningEngines, Inc. RSU Award Grant Notice (2024 Equity Incentive Plan) iLearningEngines, Inc. (the “Company”) has awarded to you (the “Participant”) the number of restricted stock units specified and on the terms set forth below in consideration of your services (the “RSU Award” and each an “RSU”). Your RSU Award is subject to all of the terms and conditions as set forth herein a

Form of Subordination Agreement.

Exhibit 10.30 SUBORDINATION AGREEMENT (iLearningEngines Inc.) This Subordination Agreement (this “Agreement”), dated as of [●], is among each of the undersigned persons and entities (each a “Junior Lender” and collectively, the “Junior Lenders”), on the one hand, and Venture Lending & Leasing IX, Inc. and WTI Fund X, Inc. (individually and collectively, “Senior Lender”), on the other hand. Recital

Form of Indemnification Agreement by and between the Company and its directors and executive officers.

Exhibit 10.15 iLearningEngines, Inc. INDEMNIFICATION AGREEMENT This Indemnification Agreement (this “Agreement”) is dated as of [●] and is between iLearningEngines, Inc., a Delaware corporation (the “Company”), and [Indemnitee Name] (“Indemnitee”). Recitals A. Indemnitee’s service to the Company substantially benefits the Company. B. Individuals are reluctant to serve as directors or officers of c

Letter from WithumSmith+Brown, PC to the SEC.

Exhibit 16.1 April 22, 2024 Office of the Chief Accountant Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Ladies and Gentlemen: We have read iLearningEngines, Inc. (formerly known as Arrowroot Acquisition Corp.) statements included under Item 4.01 of its Form 8-K dated April 22, 2024. We agree with the statements concerning our Firm under Item 4.01, in which we were inf

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Exhibit 99.5 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Defined terms included below have the same meaning as terms defined and included elsewhere in this Form 8-K. Introduction As previously announced on April 27, 2023, Arrowroot, Merger Sub, and iLearningEngines entered into the Merger Agreement, pursuant to which Merger Sub was to be merged with and into iLearningEngines, wher

Fee Reduction Agreement, dated March 27, 2024, by and among Cantor Fitzgerald & Co., Arrowroot Acquisition Corp. and iLearningEngines Inc.

Exhibit 10.36 FEE REDUCTION AGREEMENT March 27, 2024 WHEREAS, pursuant to that certain Underwriting Agreement between Arrowroot Acquisition Corp., a Delaware corporation (together with any Successor (as defined herein), the “Company”), and Cantor Fitzgerald & Co., as Representative of the several Underwriters (“CF&CO”), dated March 1, 2021 (as it may be amended from time to time, the “Underwriting

Specimen Warrant Certificate.

Exhibit 4.2 Form of Warrant Certificate [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW ILEARNINGENGINES, INC. Incorporated Under the Laws of the State of Delaware CUSIP US45175Q114 Warrant Certificate This Warrant Certificate certifies that , or registered assigns, is the regist

iLearningEngines, Inc. 2024 Employee Stock Purchase Plan.

Exhibit 10.14 iLearningEngines, Inc. 2024 Employee Stock Purchase Plan Adopted by the Board of Directors: April 12, 2024 Approved by the Stockholders: April 1, 2024 1. General; Purpose. (a) The Plan provides a means by which Eligible Employees of the Company and certain designated Related Corporations may be given an opportunity to purchase shares of Common Stock. The Plan permits the Company to g

iLearningEngines, Inc. 2024 Equity Incentive Plan.

Exhibit 10.11 iLearningEngines, Inc. 2024 Equity Incentive Plan Adopted by the Board of Directors: April 12, 2024 Approved by the Stockholders: April 1, 2024 Page 1. General. B-1 2. Shares Subject to the Plan. B-1 3. Eligibility and Limitations. B-2 4. Options and Stock Appreciation Rights. B-2 5. Awards Other Than Options and Stock Appreciation Rights. B-5 6. Adjustments upon Changes in Common St

Regulation FD Disclosure, Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Amendment to Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics, Change in Shell Company Status, Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant, Results of Operations and Financial Condition, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 16, 2024 ILEARNINGENGINES, INC. (Exact name of registrant as specified in its charter) Delaware 001-40129 85-3961600 (State or Other Jurisdiction of Incorporation) (Commission F

Intellectual Property Security Agreement, dated April 17, 2024, by and among iLearningEngines Holdings, Inc. and In2vate, L.L.C, as grantors, for the benefit of East West Bank.

Exhibit 10.32 CERTAIN INFORMATION HAS BEEN EXCLUDED FROM THIS AGREEMENT (INDICATED BY “[***]”) BECAUSE ILEARNINGENGINES, INC. HAS DETERMINED SUCH INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. INTELLECTUAL PROPERTY SECURITY AGREEMENT This Intellectual Property Security Agreement (as amended, restated, supplemented and otherwise modified from time to

Regulation FD Disclosure, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 1, 2024 ARROWROOT ACQUISITION CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-835972 85-3961600 (State or Other Jurisdiction of Incorporation) (Commission F

Arrowroot Acquisition Corp. Shareholders Approve Previously Announced Business Combination With iLearningEngines, Inc.

Exhibit 99.1 Arrowroot Acquisition Corp. Shareholders Approve Previously Announced Business Combination With iLearningEngines, Inc. BETHESDA, MD and Marina Del Rey, CA April 1, 2024 – Arrowroot Acquisition Corp. (NASDAQ:ARRW), a publicly traded special purpose acquisition company (“Arrowroot”) sponsored by Arrowroot Capital Management, a 10 year old private equity firm specializing in enterprise s

Description of Registrant’s Securities

EXHIBIT 4.5 ARROWROOT ACQUISITION CORP. DESCRIPTION OF SECURITIES The following summary of the material terms of the securities of Arrowroot Acquisition Corp. is not intended to be a complete summary of the rights and preferences of such securities and is subject to and qualified by reference to our amended and restated certificate of incorporation incorporated by reference as an exhibit to the co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the period ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the period ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to ARROWROOT ACQUISITION CORP. (Exact name of registrant as

The date of this Supplement is March 28, 2024.

Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-274333 SUPPLEMENT NO. 3 (To the Proxy Statement/Prospectus dated February 5, 2024) This Supplement No. 3 (this “Supplement”) supplements the proxy statement/prospectus dated February 5, 2024 (as amended or supplemented, the “Proxy Statement/Prospectus”) that was mailed by Arrowroot Acquisition Corp., a Delaware corporation (“Arrowroot

iLearningEngines, Inc. to Add Michael Moe and Sir Ian Davis to its Board of Directors Key Appointments to Follow Close of Business Combination with Arrowroot Acquisition Corp.

Filed by Arrowroot Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934, as amended Subject Company: Arrowroot Acquisition Corp. Commission File No. 001-40129 Date: March 28, 2024 iLearningEngines, Inc. to Add Michael Moe and Sir Ian Davis to its Board of Directors Key Appointments to Follow Close of

Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 27, 2024 (March 26, 2024) ARROWROOT ACQUISITION CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-835972 85-3961600 (State or Other Jurisdiction of Incorporat

Arrowroot Acquisition Corp. Announces Postponement of Special Meeting of Stockholders

Exhibit 99.1 Arrowroot Acquisition Corp. Announces Postponement of Special Meeting of Stockholders Marina Del Rey, CA, March 26, 2024 (GLOBE NEWSWIRE) – Arrowroot Acquisition Corp. (“Arrowroot” or the “Company”) (NASDAQ: ARRWU, ARRW, ARRWW) today announced that its special meeting of stockholders (“Special Meeting”) will be postponed from its scheduled time of 9:00 a.m. Eastern Time on March 28, 2

Arrowroot Acquisition Corp. Announces Postponement of Special Meeting of Stockholders

Exhibit 99.1 Arrowroot Acquisition Corp. Announces Postponement of Special Meeting of Stockholders Marina Del Rey, CA, March 26, 2024 (GLOBE NEWSWIRE) – Arrowroot Acquisition Corp. (“Arrowroot” or the “Company”) (NASDAQ: ARRWU, ARRW, ARRWW) today announced that its special meeting of stockholders (“Special Meeting”) will be postponed from its scheduled time of 9:00 a.m. Eastern Time on March 28, 2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 27, 2024 (March 26, 2024) AR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 27, 2024 (March 26, 2024) ARROWROOT ACQUISITION CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-835972 85-3961600 (State or Other Jurisdiction of Incorporat

Arrowroot Acquisition Corp. Announces Postponement of Special Meeting of Stockholders

Exhibit 99.1 Arrowroot Acquisition Corp. Announces Postponement of Special Meeting of Stockholders Marina Del Rey, CA, March 22, 2024 (GLOBE NEWSWIRE) - Arrowroot Acquisition Corp. (“Arrowroot” or the “Company”) (NASDAQ: ARRWU, ARRW, ARRWW) today announced that its special meeting of stockholders (“Special Meeting”) will be postponed from its scheduled time of 9:00 a.m. Eastern Time on March 25, 2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 22, 2024 ARROWROOT ACQUISITI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 22, 2024 ARROWROOT ACQUISITION CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-835972 85-3961600 (State or Other Jurisdiction of Incorporation) (Commission

Arrowroot Acquisition Corp. Announces Postponement of Special Meeting of Stockholders

Exhibit 99.1 Arrowroot Acquisition Corp. Announces Postponement of Special Meeting of Stockholders Marina Del Rey, CA, March 22, 2024 (GLOBE NEWSWIRE) - Arrowroot Acquisition Corp. (“Arrowroot” or the “Company”) (NASDAQ: ARRWU, ARRW, ARRWW) today announced that its special meeting of stockholders (“Special Meeting”) will be postponed from its scheduled time of 9:00 a.m. Eastern Time on March 25, 2

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 22, 2024 ARROWROOT ACQUISITION CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-835972 85-3961600 (State or Other Jurisdiction of Incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 11, 2024 ARROWROOT ACQUISITI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 11, 2024 ARROWROOT ACQUISITION CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-40129 85-3961600 (State or Other Jurisdiction of Incorporation) (Commission F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ¨ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a -6(e)(2)) ☐ Definitive Proxy Stat

Arrowroot Acquisition Corp. Announces Postponement of Special Meeting of Stockholders and New Record Date of Special Meeting of Stockholders

Filed by Arrowroot Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934, as amended Subject Company: Arrowroot Acquisition Corp. Commission File No. 001-40129 Date: March 13, 2024 Arrowroot Acquisition Corp. Announces Postponement of Special Meeting of Stockholders and New Record Date of Special Meet

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 5, 2024 ARROWROOT ACQUISITIO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 5, 2024 ARROWROOT ACQUISITION CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-40129 85-3961600 (State or Other Jurisdiction of Incorporation) (Commission Fi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 5, 2024 ARROWROOT ACQUISITIO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 5, 2024 ARROWROOT ACQUISITION CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-40129 85-3961600 (State or Other Jurisdiction of Incorporation) (Commission Fi

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 21, 2024 ARROWROOT ACQUISITION CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-835972 85-3961600 (State or Other Jurisdiction of Incorporation) (Commissi

Arrowroot Acquisition Corp. Announces Postponement of Special Meeting of Stockholders

Exhibit 99.1 Arrowroot Acquisition Corp. Announces Postponement of Special Meeting of Stockholders MARINA DEL REY, Calif., Feb. 21, 2024 /PRNewswire/ - Arrowroot Acquisition Corp. ("Arrowroot" or the "Company") (NASDAQ: ARRWU, ARRW, ARRWW) today announced that its special meeting of stockholders ("Special Meeting") will be postponed from its scheduled time of 9:00 a.m. Eastern Time on February 22,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 21, 2024 ARROWROOT ACQUIS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 21, 2024 ARROWROOT ACQUISITION CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-835972 85-3961600 (State or Other Jurisdiction of Incorporation) (Commissi

Arrowroot Acquisition Corp. Announces Postponement of Special Meeting of Stockholders

Exhibit 99.1 Arrowroot Acquisition Corp. Announces Postponement of Special Meeting of Stockholders MARINA DEL REY, Calif., Feb. 21, 2024 /PRNewswire/ - Arrowroot Acquisition Corp. ("Arrowroot" or the "Company") (NASDAQ: ARRWU, ARRW, ARRWW) today announced that its special meeting of stockholders ("Special Meeting") will be postponed from its scheduled time of 9:00 a.m. Eastern Time on February 22,

ARRW / Arrowroot Acquisition Corp. / WOLVERINE ASSET MANAGEMENT LLC - SC 13G/A Passive Investment

SC 13G/A 1 ef20021921sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Arrowroot Acquisition Corp. (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 04282M102 (CUSIP Number) February 5, 2024 (Date of Event which Requires Filing of this

ARROWROOT ACQUISITION CORP A / Westchester Capital Management, LLC - SC 13G Passive Investment

SC 13G 1 ef20021378sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Information Statement Pursuant to Rules 13d-1 and 13d-2 Under the Securities Exchange Act of 1934 (Amendment No. )* Arrowroot Acquisition Corp. (Name of Issuer) Class A common stock, $0.0001 par value per share (Title of Class of Securities) 04282M102 (CUSIP Numbe

ARROWROOT ACQUISITION CORP A / Meteora Capital, LLC Passive Investment

SC 13G 1 meteoraarrw123123.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Arrowroot Acquisition Corp. (Name of Issuer) Shares of Class A common stock included as part of the units (Title of Class of Securities) 04282M102 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 9, 2024 ARROWROOT ACQUISI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 9, 2024 ARROWROOT ACQUISITION CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-835972 85-3961600 (State or Other Jurisdiction of Incorporation) (Commissio

Arrowroot Acquisition Corp. Announces Postponement of Special Meeting of Stockholders

Exhibit 99.1 Arrowroot Acquisition Corp. Announces Postponement of Special Meeting of Stockholders Marina Del Rey, CA, February 9, 2024 (GLOBE NEWSWIRE) - Arrowroot Acquisition Corp. (“Arrowroot” or the “Company”) (NASDAQ: ARRWU, ARRW, ARRWW) today announced that its special meeting of stockholders (“Special Meeting”) will be postponed from its scheduled time of 9:00 a.m. Eastern Time on February

Arrowroot Acquisition Corp. Announces Postponement of Special Meeting of Stockholders

Exhibit 99.1 Arrowroot Acquisition Corp. Announces Postponement of Special Meeting of Stockholders Marina Del Rey, CA, February 9, 2024 (GLOBE NEWSWIRE) - Arrowroot Acquisition Corp. (“Arrowroot” or the “Company”) (NASDAQ: ARRWU, ARRW, ARRWW) today announced that its special meeting of stockholders (“Special Meeting”) will be postponed from its scheduled time of 9:00 a.m. Eastern Time on February

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 9, 2024 ARROWROOT ACQUISITION CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-835972 85-3961600 (State or Other Jurisdiction of Incorporation) (Commissio

ARROWROOT ACQUISITION CORP A / WOLVERINE ASSET MANAGEMENT LLC - SC 13G Passive Investment

SC 13G 1 ef20020032sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Arrowroot Acquisition Corp. (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 04282M102 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this State

ARROWROOT ACQUISITION CORP A / Saba Capital Management, L.P. - FORM SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Arrowroot Acquisition Corp (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 04282M102 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rul

Form of Non-Redemption Agreement

Exhibit 10.1 NON-REDEMPTION AGREEMENT This Non-Redemption Agreement (this “Agreement”) is entered as of , by and among Arrowroot Acquisition Corp., a Delaware corporation (“ARRW” or the “Company”), Arrowroot Acquisition LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned investors (collectively, the “Investor”). RECITALS WHEREAS, the Sponsor currently holds shares of ARR

Amendment to Amended and Restated Certificate of Incorporation, as amended

Exhibit 3.1 CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ARROWROOT ACQUISITION CORP. Arrowroot Acquisition Corp. (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows: FIRST: Article IX, Section 9.1(b) of the Amended and Restated Certificate of Incorporation of the Corpo

Form of Non-Redemption Agreement

Exhibit 10.1 NON-REDEMPTION AGREEMENT This Non-Redemption Agreement (this “Agreement”) is entered as of , by and among Arrowroot Acquisition Corp., a Delaware corporation (“ARRW” or the “Company”), Arrowroot Acquisition LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned investors (collectively, the “Investor”). RECITALS WHEREAS, the Sponsor currently holds shares of ARR

Regulation FD Disclosure, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 6, 2024 (February 2, 2024) ARROWROOT ACQUISITION CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-835972 85-3961600 (State or Other Jurisdiction of Incorp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ¨ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a -6(e)(2)) ☐ Definitive Proxy Stat

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Exhibit 99.1 iLearningEngines, Inc. and Arrowroot Acquisition Corp. Announce Effectiveness of Registration Statement and February 12, 2024 Special Meeting to Approve Business Combination BETHESDA, Md. & MARINA DEL REY, Calif.-(BUSINESS WIRE)-Arrowroot Acquisition Corp. (NASDAQ:ARRW), a publicly traded special purpose acquisition company (“Arrowroot”) sponsored by affiliates of Arrowroot Capital Ma

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Exhibit 99.1 iLearningEngines, Inc. and Arrowroot Acquisition Corp. Announce Effectiveness of Registration Statement and February 12, 2024 Special Meeting to Approve Business Combination BETHESDA, Md. & MARINA DEL REY, Calif.-(BUSINESS WIRE)-Arrowroot Acquisition Corp. (NASDAQ:ARRW), a publicly traded special purpose acquisition company (“Arrowroot”) sponsored by affiliates of Arrowroot Capital Ma

Amendment to Amended and Restated Certificate of Incorporation, as amended

Exhibit 3.1 CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ARROWROOT ACQUISITION CORP. Arrowroot Acquisition Corp. (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows: FIRST: Article IX, Section 9.1(b) of the Amended and Restated Certificate of Incorporation of the Corpo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 6, 2024 (February 2, 2024

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 6, 2024 (February 2, 2024) ARROWROOT ACQUISITION CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-835972 85-3961600 (State or Other Jurisdiction of Incorp

Filed Pursuant to Rule 424(b)(3) Registration No. 333-274333 PROXY STATEMENT/PROSPECTUS Arrowroot Acquisition Corp. 4553 Glencoe Ave, Suite 200 Marina Del Rey, CA 90292 NOTICE OF SPECIAL MEETING TO BE HELD ON FEBRUARY 12, 2024

Filed Pursuant to Rule 424(b)(3) Registration No. 333-274333 PROXY STATEMENT/PROSPECTUS Arrowroot Acquisition Corp. 4553 Glencoe Ave, Suite 200 Marina Del Rey, CA 90292 NOTICE OF SPECIAL MEETING TO BE HELD ON FEBRUARY 12, 2024 Dear Arrowroot Acquisition Corp. Stockholders: You are cordially invited to attend the special meeting in lieu of the 2023 annual meeting of the stockholders (the “special m

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 1, 2024 ARROWROOT ACQUISI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 1, 2024 ARROWROOT ACQUISITION CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-835972 85-3961600 (State or Other Jurisdiction of Incorporation) (Commissio

Arrowroot Acquisition Corp. Announces Postponement of Special Meeting of Stockholders

Exhibit 99.1 Arrowroot Acquisition Corp. Announces Postponement of Special Meeting of Stockholders Marina Del Rey, CA, February 1, 2024 (GLOBE NEWSWIRE) - Arrowroot Acquisition Corp. (“Arrowroot” or the “Company”) (NASDAQ: ARRWU, ARRW, ARRWW) today announced that its special meeting of stockholders (“Special Meeting”) will be postponed from its scheduled time of 9:00 a.m. Eastern Time on February

Arrowroot Acquisition Corp. 4553 Glencoe Ave, Suite 200 Marina Del Rey, CA 90292

Arrowroot Acquisition Corp. 4553 Glencoe Ave, Suite 200 Marina Del Rey, CA 90292 February 1, 2024 VIA EDGAR Amanda Kim Stephen Krikorian Charli Gibbs-Tabler Jan Woo Division of Corporation Finance Office of Technology U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Arrowroot Acquisition Corp. Acceleration Request for Registration Statement on Form S-4 File No.

ARROWROOT ACQUISITION CORP A / COWEN AND COMPANY, LLC - COWEN AND COMPANY, LLC Passive Investment

SC 13G/A 1 arrwa120124.htm COWEN AND COMPANY, LLC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Arrowroot Acquisition Corp Cl A (Name of Issuer) Common Stock (Title of Class of Securities) 04282M102 (CUSIP Number) December 29, 2023 (Date of Event which Requires Filing of this Statement) Check the ap

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Filed by Arrowroot Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934, as amended Subject Company: Arrowroot Acquisition Corp. Commission File No. 001-40129 Date: January 24, 2024 The following is a transcript of an interview with the CEO and Chairman of iLearningEngines, Inc., Harish Chidambaran a

INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE BUSINESS COMBINATION OR THE ACCURACY OR ADEQUACY OF THE IN

Filed by Arrowroot Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934, as amended Subject Company: Arrowroot Acquisition Corp. Commission File No. 001-40129 Date: January 23, 2024 The following press release was released by iLearningEngines, Inc. on January 23, 2024. iLearningEngines, Inc. to Add M

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) January 5, 2024 ARROWROOT ACQUISITION CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-40129 85-3961600 (State or Other Jurisdiction of Incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) January 5, 2024 ARROWROOT ACQUISITION CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-40129 85-3961600 (State or Other Jurisdiction of Incorporation) (Commission

As filed with the Securities and Exchange Commission on January 5, 2024.

As filed with the Securities and Exchange Commission on January 5, 2024. Registration Statement No. 333-274333 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 3 to Form S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Arrowroot Acquisition Corp. (Exact Name of Registrant as Specified in Its Charter) Delaware 6770 85-3961600 (Jurisdiction of Incorpor

Goodwin Procter

Goodwin Procter LLP 100 Northern Avenue Boston, MA 02210 goodwinlaw.com +1 617 570 1000 January 5, 2024 BY EDGAR Division of Corporation Finance Office of Technology U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549-3628 Attention: Amanda Kim Stephen Krikorian Charli Gibbs-Tabler Jan Woo Re: Arrowroot Acquisition Corp. Registration Statement on Form S-4 Originally Fil

Employment Offer Letter, dated as of September 15, 2022, by and between iLearningEngines FZ-LLC and Ramakrishnan Parameswaran

Exhibit 10.24 CERTAIN INFORMATION HAS BEEN EXCLUDED FROM THIS AGREEMENT (INDICATED BY “[***]”) BECAUSE ILEARNINGENGINES, INC. HAS DETERMINED SUCH INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. Date: 15th September 2022 ILE/HR/2022/0105 Employment Offer: Senior Vice President – Technology & Products Dear Mr. Ramakrishnan Arackal Parameswaran, We are p

Form of Preliminary Proxy Card.

Exhibit 99.1

Form of 2020 Warrant to Acquire Shares of Exercise Stock of iLearningEngines Inc.

Exhibit 4.6 THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE AND DISTRIBUTION THEREOF, AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR, IF REQUESTE

Intellectual Property Security Agreement, dated as of October 21, 2021, between iLearningEngines Inc., and Venture Lending & Leasing IX, Inc. and WTI Fund X, Inc.

Exhibit 10.34 CERTAIN INFORMATION HAS BEEN EXCLUDED FROM THIS AGREEMENT (INDICATED BY “[***]”) BECAUSE ILEARNINGENGINES, INC. HAS DETERMINED SUCH INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. INTELLECTUAL PROPERTY SECURITY AGREEMENT This Intellectual Property Security Agreement (this “Agreement”) is made as of October 21, 2021, between ILEARNINGENGI

List of Subsidiaries.

Exhibit 21.1 Subsidiaries of Arrowroot Acquisition Corp. None.

Consent of Matthew Barger to be named as a director.

Exhibit 99.6 Consent to be Named as a Director Nominee In connection with the filing by Arrowroot Acquisition Corp. of the Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the b

Executive Employment Agreement, dated as of October 10, 2018, by and between iLearningEngines Inc. and Balakrishnan Arackal

Exhibit 10.23 EXECUTIVE EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”) is effective on October 10, 2018 (the “Effective Date”) by and between ILEARNINGENGINES INC., or its successor (“Company”) and Balakrishnan Arackal (“Executive”). RECITALS A. Company is a Delaware corporation that operates a Training as a Service Platform. B. Company seeks to retain Executive as a Executive V

Loan and Security Agreement, dated as of October 31, 2023, between iLearningEngines Inc., and WTI Fund X, Inc.

Exhibit 10.31 LOAN AND SECURITY AGREEMENT Dated as of October 31, 2023 between ILEARNINGENGINES INC. a Delaware corporation, as “Borrower”, and WTI FUND X, INC., a Maryland corporation, as “Lender” LOAN AND SECURITY AGREEMENT Borrower and Lender have entered or anticipate entering into one or more transactions pursuant to which Lender agrees to make available to Borrower a loan facility governed b

Form of 2021 Warrant to Acquire Shares of Exercise Stock of iLearningEngines Inc.

Exhibit 4.7 THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE AND DISTRIBUTION THEREOF, AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR, IF REQUESTE

Consent of Tom Olivier to be named as a director.

Exhibit 99.7 Consent to be Named as a Director Nominee In connection with the filing by Arrowroot Acquisition Corp. of the Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the b

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 5, 2023 ARROWROOT ACQUISI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 5, 2023 ARROWROOT ACQUISITION CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-40129 85-3961600 (State or Other Jurisdiction of Incorporation) (Commission

Loan and Security Agreement, dated as of December 30, 2020, between iLearningEngines Inc. and Venture Lending & Leasing IX, Inc.

Exhibit 10.26 loan and security agreement Dated as of December 30, 2020 between ILEARNINGENGINES INC. a Delaware corporation, as “Borrower”, and VENTURE LENDING & LEASING IX, INC., a Maryland corporation, as “Lender” LOAN AND SECURITY AGREEMENT Borrower and Lender have entered or anticipate entering into one or more transactions pursuant to which Lender agrees to make available to Borrower a loan

As filed with the Securities and Exchange Commission on December 7, 2023.

As filed with the Securities and Exchange Commission on December 7, 2023. Registration Statement No. 333-274333 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to Form S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Arrowroot Acquisition Corp. (Exact Name of Registrant as Specified in Its Charter) Delaware 6770 85-3961600 (Jurisdiction of Incorpo

Form of Restricted Stock Unit Agreement and Grant Notice under the iLearningEngines Inc. 2020 Equity Incentive Plan

Exhibit 10.20 Liquidity and Time Vesting iLearningEngines Inc. Restricted Stock Unit Grant Notice (2020 Equity Incentive Plan) iLearningEngines Inc. (the “Company”), pursuant to its 2020 Equity Incentive Plan (the “Plan”), has granted to Participant (as of the date indicated below) a Restricted Stock Unit Award for the number of shares of the Company’s Common Stock (“RSUs”) set forth below (the “A

Form of 2023 Warrant to Acquire Shares of Exercise Stock of iLearningEngines Inc.

Exhibit 4.8 THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE AND DISTRIBUTION THEREOF, AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR, IF REQUESTE

Executive Employment Agreement, dated as of October 12, 2023, by and between iLearningEngines Inc. and David Samuels

Exhibit 10.25 EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”) is entered into on October 12, 2023 by and between David Samuels (the “Executive”) and iLearningEngines, Inc. (the “Company”). The Company desires to employ the Executive and, in connection therewith, to compensate the Executive for Executive’s personal services to the Company; and Executive wishes to be employed by the

Intellectual Property Security Agreement, dated as of December 30, 2020, between iLearningEngines Inc. and Venture Lending & Leasing IX, Inc.

Exhibit 10.33 CERTAIN INFORMATION HAS BEEN EXCLUDED FROM THIS AGREEMENT (INDICATED BY “[***]”) BECAUSE ILEARNINGENGINES, INC. HAS DETERMINED SUCH INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. INTELLECTUAL PROPERTY SECURITY AGREEMENT This Intellectual Property Security Agreement (this “Agreement”) is made as of December 30, 2020, between ILEARNINGENG

Executive Employment Agreement, dated as of January 1, 2011, by and between iHealthEngines Inc. and Harish Chidambaran

Exhibit 10.21 EXECUTIVE EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”) is effective on January 1, 2011 (the “Effective Date”) by and between IHEALTHENGINES INC., or its successor (“Company”) and Harish Chidambaran (“Executive”). RECITALS A. Company is a Delaware corporation that operates a Training as a Service Platform. B. Company seeks to employ Executive as a Chief Executive

Supplement to the Loan and Security Agreement, dated as of December 30, 2020, between iLearningEngines Inc. and Venture Lending & Leasing IX, Inc.

Exhibit 10.27 CERTAIN INFORMATION HAS BEEN EXCLUDED FROM THIS AGREEMENT (INDICATED BY “[***]”) BECAUSE ILEARNINGENGINES, INC. HAS DETERMINED SUCH INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. SUPPLEMENT to the Loan and Security Agreement dated as of December 30, 2020 between iLearningEngines Inc. (“Borrower”) and Venture Lending & Leasing IX, Inc. (

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables FORM S-4 (Form Type) ARROWROOT ACQUISITION CORP.

Loan and Security Agreement, dated as of October 21, 2021, between iLearningEngines Inc., and Venture Lending & Leasing IX, Inc. and WTI Fund X, Inc.

Exhibit 10.29 LOAN AND SECURITY AGREEMENT Dated as of October 21, 2021 between ILEARNINGENGINES INC. a Delaware corporation, as “Borrower”, VENTURE LENDING & LEASING IX, INC., a Maryland corporation, and WTI FUND X, INC., a Maryland corporation, each, as “Lender” LOAN AND SECURITY AGREEMENT Borrower and each of Venture Lending & Leasing IX, Inc. (“Fund 9”) and WTI Fund X, Inc. (“Fund 10”) have ent

Intellectual Property Security Agreement, dated as of October 31, 2023, between iLearningEngines Inc., and WTI Fund X, Inc.

Exhibit 10.35 CERTAIN INFORMATION HAS BEEN EXCLUDED FROM THIS AGREEMENT (INDICATED BY “[***]”) BECAUSE ILEARNINGENGINES, INC. HAS DETERMINED SUCH INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. INTELLECTUAL PROPERTY SECURITY AGREEMENT This Intellectual Property Security Agreement (this “Agreement”) is made as of October 31, 2023, between ILEARNINGENGI

Executive Employment Agreement, dated as of February 20, 2019, by and between iLearningEngines Inc. and Sayyed Farhan Naqvi

Exhibit 10.22 EXECUTIVE EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”) is effective on February 20, 2019 (the “Effective Date”) by and between ILEARNINGENGINES INC., or its successor (“Company”) and Sayyed Farhan Naqvi (“Executive”). RECITALS A. Company is a Delaware corporation that operates a Training as a Service Platform. B. Company seeks to retain Executive as the Chief Fin

Amendment No. 1 to the Loan and Security Agreement, dated as of October 21, 2021, between iLearningEngines Inc. and Venture Lending & Leasing IX, Inc.

Exhibit 10.28 AMENDMENT NO. 1 TO LOAN DOCUMENTS This Amendment No. 1 to Loan Documents (this “Amendment”) is dated as of October 21, 2021, by and between iLearningEngines Inc., a Delaware corporation (“Borrower”), and Venture Lending & Leasing IX, Inc., a Maryland corporation (“Lender”). Recitals A. Borrower and Lender entered into that certain Loan and Security Agreement and that certain Suppleme

iLearningEngines Inc. 2020 Equity Incentive Plan

Exhibit 10.19 ILEARNINGENGINES INC. 2020 EQUITY INCENTIVE PLAN ADOPTED BY THE BOARD OF DIRECTORS: OCTOBER 1, 2020 APPROVED BY THE STOCKHOLDERS: DECEMBER 31, 2021 TERMINATION DATE: SEPTEMBER 30, 2030 1. General. (a) Eligible Stock Award Recipients. Employees, Directors and Consultants are eligible to receive Stock Awards. (b) Available Stock Awards. The Plan provides for the grant of the following

Supplement to the Loan and Security Agreement, dated as of October 31, 2023, between iLearningEngines Inc., and WTI Fund X, Inc.

Exhibit 10.32 CERTAIN INFORMATION HAS BEEN EXCLUDED FROM THIS AGREEMENT (INDICATED BY “[***]”) BECAUSE ILEARNINGENGINES, INC. HAS DETERMINED SUCH INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. SUPPLEMENT to the Loan and Security Agreement dated as of October 31, 2023 between iLearningEngines Inc. (“Borrower”) and WTI Fund X, Inc. (“Lender”) This is a

Supplement to the Loan and Security Agreement, dated as of October 21, 2021, between iLearningEngines Inc., and Venture Lending & Leasing IX, Inc. and WTI Fund X, Inc.

Exhibit 10.30 CERTAIN INFORMATION HAS BEEN EXCLUDED FROM THIS AGREEMENT (INDICATED BY “[***]”) BECAUSE ILEARNINGENGINES, INC. HAS DETERMINED SUCH INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. SUPPLEMENT to the Loan and Security Agreement dated as of October 21, 2021 between iLearningEngines Inc. (“Borrower”) and Venture Lending & Leasing IX, Inc. (“

Confidential Treatment Requested by Arrowroot Acquisition Corp. Certain confidential information in this letter has been omitted and provided separately in an unredacted version to the Securities and Exchange Commission. Confidential treatment has be

Confidential Treatment Requested by Arrowroot Acquisition Corp. Certain confidential information in this letter has been omitted and provided separately in an unredacted version to the Securities and Exchange Commission. Confidential treatment has been requested pursuant to 17 C.F.R. Section 200.83 with respect to the omitted portions, which are identified in this letter as filed via EDGAR with a

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Filed by Arrowroot Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934, as amended Subject Company: Arrowroot Acquisition Corp. Commission File No. 001-40129 Date: December 6, 2023 The following is a transcript of an interview with the CEO and Chairman of iLearningEngines, Inc., Harish Chidambaran a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2023 ☐ TRANSITION REPORT PURSUA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40129 ARROWROOT ACQUISI

Regulation FD Disclosure, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 2, 2023 ARROWROOT ACQUISITION CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-40129 85-3961600 (State or Other Jurisdiction of Incorporation) (Commissi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 2, 2023 ARROWROOT ACQUI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 2, 2023 ARROWROOT ACQUISITION CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-40129 85-3961600 (State or Other Jurisdiction of Incorporation) (Commissi

Welcome to iLearningEngines - an AI-powered learning automation and information intelligence platform that helps enterprises drive mission-critical business and learning outcomes at scale.

Exhibit 99.2 VOICEOVER GRAPHICS/SUPERS Welcome to iLearningEngines - an AI-powered learning automation and information intelligence platform that helps enterprises drive mission-critical business and learning outcomes at scale. Let’s see how we deliver tangible impact in three steps. It starts with our Knowledge Cloud – a centralized repository of all Enterprise IP, iLE creates this by rapidly ing

Intelligence for the Limitless Enterprise iLearningEngines Business Combination with Arrowroot Investor Presentation | Fall 2023 DISCLAIMERS 2 Disclaimers ― This confidential presentation (“ Presentation ”) is for informational purposes only . This P

Exhibit 99.1 Intelligence for the Limitless Enterprise iLearningEngines Business Combination with Arrowroot Investor Presentation | Fall 2023 DISCLAIMERS 2 Disclaimers ― This confidential presentation (“ Presentation ”) is for informational purposes only . This Presentation has been prepared to assist interested parties in making their own evaluation with respect to a potential business combinatio

Regulation FD Disclosure, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 2, 2023 ARROWROOT ACQUISITION CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-40129 85-3961600 (State or Other Jurisdiction of Incorporation) (Commission

Goodwin Procter

Goodwin Procter LLP 100 Northern Avenue Boston, MA 02210 goodwinlaw.com +1 617 570 1000 November 6, 2023 BY EDGAR Division of Corporation Finance Office of Technology U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549-3628 Attention: Amanda Kim Stephen Krikorian Charli Gibbs-Tabler Jan Woo Re: Arrowroot Acquisition Corp. Registration Statement on Form S-4 Filed Septemb

As filed with the Securities and Exchange Commission on November 6, 2023.

As filed with the Securities and Exchange Commission on November 6, 2023. Registration Statement No. 333-274333 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to Form S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Arrowroot Acquisition Corp. (Exact Name of Registrant as Specified in Its Charter) Delaware 6770 85-3961600 (Jurisdiction of Incorpo

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 4, 2023 ARROWROOT ACQUISITION CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-40129 85-3961600 (State or Other Jurisdiction of Incorporation) (Commission

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) September 27, 2023 ARROWROOT ACQUISITION CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-40129 85-3961600 (State or Other Jurisdiction of Incorporation) (Commissi

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) September 6, 2023 ARROWROOT ACQUISITION CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-40129 85-3961600 (State or Other Jurisdiction of Incorporation) (Commissio

As filed with the Securities and Exchange Commission on September 1, 2023.

As filed with the Securities and Exchange Commission on September 1, 2023. Registration Statement No. 333-[•] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Arrowroot Acquisition Corp. (Exact Name of Registrant as Specified in Its Charter) Delaware 6770 85-3961600 (Jurisdiction of Incorporation or Organizatio

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables FORM S-4 (Form Type) ARROWROOT ACQUISITION CORP.

Consent of Bruce Mehlman to be named as a director.

Exhibit 99.5 Consent to be Named as a Director Nominee In connection with the filing by Arrowroot Acquisition Corp. of the Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the b

Consent of Lincoln International LLC.

Exhibit 99.2 September 1, 2023 Board of Directors Arrowroot Acquisition Corp. 4553 Glencoe Avenue Suite 200 Marina del Rey, CA 90292 Re: Form S-4 of Arrowroot Acquisition Corp., filed September 1, 2023 (the “Registration Statement”) Members of the Board of Directors: Reference is made to our opinion letter, dated April 26, 2023 (“Opinion Letter”), with respect to the fairness from a financial poin

Consent of Balakrishnan Arackal to be named as a director.

Exhibit 99.4 Consent to be Named as a Director Nominee In connection with the filing by Arrowroot Acquisition Corp. of the Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the b

Consent of Harish Chidambaran to be named as a director.

Exhibit 99.3 Consent to be Named as a Director Nominee In connection with the filing by Arrowroot Acquisition Corp. of the Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the b

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 14, 20

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 14, 2023 Arrowroot Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40129 85-3961600 (State or Other Jurisdiction of In

Peter Byrne

Peter Byrne T: +1 212 479 6778 [email protected] Via EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Babette Cooper Re: Arrowroot Acquisition Corp. Form 8-K filed August 17, 2023 File No. 001-40129 Dear Ms. Cooper: On behalf of our client, Arrowroot Acquisition Corp. (the “Company”), we submit to the staff of th

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40129 ARROWROOT ACQUISITION

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 14, 2023 Arrowroot Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40129 85-3961600 (State or Other Jurisdiction of Incorporation) (Commis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: June 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Period Ended: If the notification relates to a portion of the filing checked above, identify the item(s) to which the notification relates: PART I — REGISTRANT INFORMATION ARROWROOT ACQUISITION CORP.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 4, 2023 ARROWROOT ACQUISITI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 4, 2023 ARROWROOT ACQUISITION CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-40129 85-3961600 (State or Other Jurisdiction of Incorporation) (Commission F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 6, 2023 ARROWROOT ACQUISITION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 6, 2023 ARROWROOT ACQUISITION CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-40129 85-3961600 (State or Other Jurisdiction of Incorporation) (Commission Fil

Promissory Note issued to Arrowroot Acquisition LLC, dated June 13, 2023 (incorporated by reference to Exhibit 10.1 filed on Arrowroot Acquisition Corp.’s Current Report on Form 8-K, filed by the Registrant on June 13, 2023).

Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO MAKER THAT S

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 13, 2023 ARROWROOT ACQUISITION CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-40129 85-3961600 (State or Other Jurisdiction of Incorporation) (Commission Fi

2

Filed by Arrowroot Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Arrowroot Acquisition Corp. Commission File No. 001-40129 Date: June 6, 2023 C O R P O R A T E P A R T I C I P A N T S Harish Chidambaran, Founder and Chief Executive Officer, iLearningEngines Matthew Safaii,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-835972 ARROWROOT ACQUISITIO

Sponsor Support Agreement, dated April 27, 2023, by and among Arrowroot Acquisition LLC, Arrowroot Acquisition Corp. and iLearningEngines, Inc.

Exhibit 10.1 SPONSOR SUPPORT AGREEMENT This Sponsor Support Agreement (this “Sponsor Agreement”) is dated as of April 27, 2023, by and among Arrowroot Acquisition LLC, a Delaware limited liability company (the “Sponsor Holdco”), the persons set forth on Schedule I hereto (“Insiders” and together with the Sponsor Holdco, each, a “Sponsor” and, together, the “Sponsors”), Arrowroot Acquisition Corp.,

Form of Amended and Restated Registration Rights Agreement.

Exhibit 10.3 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT This Amended and Restated Registration Rights Agreement (this “Agreement”) is made as of [], 2023 by and among Arrowroot Acquisition Corp., a Delaware corporation (the “Company”), iLearningEngines, Inc., a Delaware corporation (“iLearningEngines”), each of the persons listed on the signature pages hereto (each, a “Securityholder” and

Agreement and Plan of Merger, dated as of April 27, 2023 by and among Arrowroot Acquisition Corp., ARAC Merger Sub, Inc. and iLearningEngines, Inc.

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER AND REORGANIZATION by and among ARROWROOT ACQUISITION CORP., ARAC MERGER SUB, INC., and ILEARNINGENGINES, INC. dated as of April 27, 2023 TABLE OF CONTENTS (continued) Page Article I CERTAIN DEFINITIONS 3 Section 1.1. Definitions 3 Section 1.2. Construction. 18 Section 1.3. Knowledge 19 Section 1.4. Equitable Adjustments 19 Article II THE MERGER; CLOSING 19

iLearningEngines, a leader in AI-Powered Learning Automation, to List on NASDAQ via Merger with Arrowroot Acquisition Corp.

Exhibit 99.1 iLearningEngines, a leader in AI-Powered Learning Automation, to List on NASDAQ via Merger with Arrowroot Acquisition Corp. The transaction has a minimum cash condition of $100 million, including funds from the Arrowroot Acquisition SPAC trust, a private convert with participation from Arrowroot Capital Management and other institutional investors that brings immediate capital into th

iLearningEngines, a leader in AI-Powered Learning Automation, to List on NASDAQ via Merger with Arrowroot Acquisition Corp.

Exhibit 99.1 iLearningEngines, a leader in AI-Powered Learning Automation, to List on NASDAQ via Merger with Arrowroot Acquisition Corp. The transaction has a minimum cash condition of $100 million, including funds from the Arrowroot Acquisition SPAC trust, a private convert with participation from Arrowroot Capital Management and other institutional investors that brings immediate capital into th

Sponsor Support Agreement, dated April 27, 2023, by and among Arrowroot Acquisition LLC, Arrowroot Acquisition Corp. and iLearningEngines, Inc.

Exhibit 10.1 SPONSOR SUPPORT AGREEMENT This Sponsor Support Agreement (this “Sponsor Agreement”) is dated as of April 27, 2023, by and among Arrowroot Acquisition LLC, a Delaware limited liability company (the “Sponsor Holdco”), the persons set forth on Schedule I hereto (“Insiders” and together with the Sponsor Holdco, each, a “Sponsor” and, together, the “Sponsors”), Arrowroot Acquisition Corp.,

Form of Amended and Restated Registration Rights Agreement.

Exhibit 10.3 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT This Amended and Restated Registration Rights Agreement (this “Agreement”) is made as of [], 2023 by and among Arrowroot Acquisition Corp., a Delaware corporation (the “Company”), iLearningEngines, Inc., a Delaware corporation (“iLearningEngines”), each of the persons listed on the signature pages hereto (each, a “Securityholder” and

Merger Agreement, dated as of April 27, 2023, by and among Arrowroot Acquisition Corp., ARAC Merger Sub, Inc., and iLearningEngines, Inc.

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER AND REORGANIZATION by and among ARROWROOT ACQUISITION CORP., ARAC MERGER SUB, INC., and ILEARNINGENGINES, INC. dated as of April 27, 2023 TABLE OF CONTENTS (continued) Page Article I CERTAIN DEFINITIONS 3 Section 1.1. Definitions 3 Section 1.2. Construction. 18 Section 1.3. Knowledge 19 Section 1.4. Equitable Adjustments 19 Article II THE MERGER; CLOSING 19

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 26, 2023 ARROWROOT ACQUISIT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 26, 2023 ARROWROOT ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-835972 85-3961600 (State or other jurisdiction of incorporation) (Commis

March 2023 Learning Automation & Information Intelligence Platform www.ilearningengines.com Disclaimers This confidential presentation (“Presentation”) is for informational purposes only. This Presentation has been prepared to assist interested parti

Exhibit 99.2 March 2023 Learning Automation & Information Intelligence Platform www.ilearningengines.com Disclaimers This confidential presentation (“Presentation”) is for informational purposes only. This Presentation has been prepared to assist interested parties in making their own evaluation with respect to a potential business combination between iLearningEngines, Inc. (“iLearningEngines”) an

March 2023 Learning Automation & Information Intelligence Platform www.ilearningengines.com Disclaimers This confidential presentation (“Presentation”) is for informational purposes only. This Presentation has been prepared to assist interested parti

Exhibit 99.2 March 2023 Learning Automation & Information Intelligence Platform www.ilearningengines.com Disclaimers This confidential presentation (“Presentation”) is for informational purposes only. This Presentation has been prepared to assist interested parties in making their own evaluation with respect to a potential business combination between iLearningEngines, Inc. (“iLearningEngines”) an

Forward Purchase Agreement, dated April 26, 2023, by and between Arrowroot Acquisition Corp. and Polar Multi-Strategy Master Fund.

Exhibit 10.2 Date: April 26, 2023 To: Arrowroot Acquisition Corp., a Delaware corporation (“ARRW”) and iLearningEngines Inc. (the “Target”). Address: 4553 Glencoe Ave, Suite 200 Marina Del Rey, CA 90292 From: Polar Multi-Strategy Master Fund, a Cayman Islands exempted company (“Seller”) Re: OTC Equity Prepaid Forward Transaction (the “Transaction”) The purpose of this agreement (this “Confirmation

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 26, 2023 ARROWROOT ACQUISIT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 26, 2023 ARROWROOT ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-835972 85-3961600 (State or other jurisdiction of incorporation) (Commis

Forward Purchase Agreement, dated April 26, 2023, by and between Arrowroot Acquisition Corp. and Polar Multi-Strategy Master Fund.

Exhibit 10.2 Date: April 26, 2023 To: Arrowroot Acquisition Corp., a Delaware corporation (“ARRW”) and iLearningEngines Inc. (the “Target”). Address: 4553 Glencoe Ave, Suite 200 Marina Del Rey, CA 90292 From: Polar Multi-Strategy Master Fund, a Cayman Islands exempted company (“Seller”) Re: OTC Equity Prepaid Forward Transaction (the “Transaction”) The purpose of this agreement (this “Confirmation

ARROWROOT ACQUISITION CORP A / COWEN AND COMPANY, LLC - COWEN AND COMPANY, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Arrowroot Acquisition Corp Cl A (Name of Issuer) Common Stock (Title of Class of Securities) 04282M102 (CUSIP Number) April 14, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is f

ARROWROOT ACQUISITION CORP. DESCRIPTION OF SECURITIES

Exhibit 4.5 ARROWROOT ACQUISITION CORP. DESCRIPTION OF SECURITIES The following summary of the material terms of the securities of Arrowroot Acquisition Corp. is not intended to be a complete summary of the rights and preferences of such securities and is subject to and qualified by reference to our amended and restated certificate of incorporation incorporated by reference as an exhibit to the co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the period ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to ARROWROOT ACQUISITION CORP. (Exact name of registrant as

Promissory Note issued to Arrowroot Acquisition LLC, dated March 6, 2023 (incorporated by reference to Exhibit 10.1 filed on Arrowroot Acquisition Corp.’s Current Report on Form 8-K, filed by the Registrant on March 6, 2023).

Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO MAKER THAT S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 28, 2023 ARROWROOT ACQUIS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 28, 2023 ARROWROOT ACQUISITION CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-835972 85-3961600 (State or Other Jurisdiction of Incorporation) (Commissi

Amendment to the Amended and Restated Certificate of Incorporation of Arrowroot Acquisition Corp. (incorporated by reference to Exhibit 3.1 filed on Arrowroot Acquisition Corp.’s Current Report on Form 8-K, filed by the Registrant on February 23, 2023).

Exhibit 3.1 CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ARROWROOT ACQUISITION CORP. Arrowroot Acquisition Corp. (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows: FIRST: Article IX, Section 9.1(b) of the Amended and Restated Certificate of Incorporation of the Corpo

Promissory Note issued to Arrowroot Acquisition LLC, dated February 23, 2023 (incorporated by reference to Exhibit 10.1 filed on Arrowroot Acquisition Corp.’s Current Report on Form 8-K, filed by the Registrant on February 23, 2023).

Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO MAKER THAT S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 23, 2023 ARROWROOT ACQUIS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 23, 2023 ARROWROOT ACQUISITION CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-835972 85-3961600 (State or Other Jurisdiction of Incorporation) (Commissi

ARRW / Arrowroot Acquisition Corp. Class A common stock / HGC Investment Management Inc. - FORM SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Arrowroot Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 (Title of Class of Securities) 04282M201 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate t

ARROWROOT ACQUISITION CORP A / Saba Capital Management, L.P. - FORM SC 13G/A Passive Investment

SC 13G/A 1 formsc13ga.htm FORM SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Arrowroot Acquisition Corp (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 04282M102 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check

ARROWROOT ACQUISITION CORP A / PERISCOPE CAPITAL INC. - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Arrowroot Acquisition Corp (Name of Issuer) Class A common stock, $0.0001 par value (Title of Class of Securities) 04282M102 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for

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Goodwin Procter LLP 100 Northern Avenue Boston, MA 02210 T: 617.570.1000 goodwinprocter.com February 7, 2023 VIA EDGAR Office of Real Estate & Construction Division of Corporation Finance U.S. Securities and Exchange Commission 100 F. Street, N.E. Washington, D.C. 20549 Attention: Joseph Ambrogi Maryse Mills-Apenteng Re: Arrowroot Acquisition Corp. Preliminary Proxy Statement on Schedule 14A Filed

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box: ☒ Preliminary Proxy Statement  ☐ Confidential, for U

ARROWROOT ACQUISITION CORP A / Linden Capital L.P. - SC 13G/A Passive Investment

SC 13G/A 1 d435072dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Arrowroot Acquisition Corporation (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 04282M102 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2022 ☐ TRANSITION REPORT PURSUA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-835972 ARROWROOT ACQUIS

ARROWROOT ACQUISITION CORP A / Saba Capital Management, L.P. - FORM SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Arrowroot Acquisition Corp (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 04282M102 (CUSIP Number) August 16, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pur

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-835972 ARROWROOT ACQUISITION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-835972 ARROWROOT ACQUISITIO

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 21, 2022 ARROWROOT ACQUISITION CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-835972 85-3961600 (State or Other Jurisdiction of Incorporation) (Commission

ARROWROOT ACQUISITION CORP. DESCRIPTION OF SECURITIES

EX-4.5 2 brhc10035553ex4-5.htm EXHIBIT 4.5 Exhibit 4.5 ARROWROOT ACQUISITION CORP. DESCRIPTION OF SECURITIES The following summary of the material terms of the securities of Arrowroot Acquisition Corp. is not intended to be a complete summary of the rights and preferences of such securities and is subject to and qualified by reference to our amended and restated certificate of incorporation incorp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the period ended December 31, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to ARROWROOT ACQUISITION CORP. (Exact name of registrant as

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 17, 2022 ARROWROOT ACQUISITION CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-835972 85-3961600 (State or Other Jurisdiction of Incorporation) (Commission

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 4, 2022 ARROWROOT ACQUISITION CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-835972 85-3961600 (State or Other Jurisdiction of Incorporation) (Commission F

ARROWROOT ACQUISITION CORP. INDEX TO FINANCIAL STATEMENT

Exhibit 99.1 ARROWROOT ACQUISITION CORP. INDEX TO FINANCIAL STATEMENT PAGE Audited Financial Statement of Arrowroot Acquisition Corp.: Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of March 4, 2021 F-3 Notes to Financial Statement F-4 F-1 Report of Independent Registered Public Accounting Firm To the Stockholders and Board of Directors of Arrowroot Acquisition Corp.

Financial Statements and Exhibits, Other Events

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 23, 2022 (March 4, 2021) ARROWROOT ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-835972 85-3961600 (State or other juris

JOINT FILING STATEMENT

EXHIBIT A JOINT FILING STATEMENT We, the undersigned, hereby express our agreement that the attached Schedule 13G (or any amendments thereto) relating to the Common Stock of Arrowroot Acquisition Corp.

ARROWROOT ACQUISITION CORP A / PERISCOPE CAPITAL INC. - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Arrowroot Acquisition Corp (Name of Issuer) Class A common stock, $0.0001 par value (Title of Class of Securities) 04282M102 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate th

ARRW / Arrowroot Acquisition Corp. Class A common stock / HGC Investment Management Inc. - FORM SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Arrowroot Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 (Title of Class of Securities) 04282M201 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate t

ARROWROOT ACQUISITION CORP A / ARROWROOT ACQUISITION LLC - SC 13G Passive Investment

SC 13G 1 brhc10033941sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Arrowroot Acquisition Corporation (Name of Issuer) Class A Common stock, $0.0001 par value per share (Title of Class of Securities) 04282M102 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of th

POWER OF ATTORNEY

EXHIBIT 2 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENT, that I, Michael Edward Platt, hereby make, constitute and appoint Steven Pariente, acting individually, as my agent and attorney-in-fact for the purpose of executing in my name, (a) in my personal capacity or (b) in my capacity as principal of, or in other capacities with, BlueCrest Capital Management Limited, a company organized under the

ARROWROOT ACQUISITION CORP A / BlueCrest Capital Management Ltd - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Arrowroot Acquisition Corp. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 04282M102 (CUSIP Number) 31 December 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to

JOINT FILING AGREEMENT

EXHIBIT 1 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements.

ARROWROOT ACQUISITION CORP A / Linden Capital L.P. - SC 13G/A Passive Investment

SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Arrowroot Acquisition Corporation (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 04282M102 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appr

ARROWROOT ACQUISITION CORP A / INTEGRATED CORE STRATEGIES (US) LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (AMENDMENT NO. 1) ARROWROOT ACQUISITION CORP. (Name of Issuer) CLASS A COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) 04282M102 (CUSIP Number) DECEMBER 31, 2021 (Date of event which requires filing of this statement) Check the appropriate box to d

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2021 ☐ TRAN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-835

Convertible Promissory Note issued to Arrowroot Acquisition LLC, dated December 29, 2021 (incorporated by reference to Exhibit 10.1 filed on Arrowroot Acquisition Corp.’s Current Report on Form 8-K, filed by the Registrant on December 30, 2021).

EX-10.1 2 brhc10032297ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTOR