UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Item 8.01 Other Events
On March 22, 2024, Arrowroot Acquisition Corp., a Delaware corporation (the “Company” or “ARRW”), issued a press release announcing that its special meeting of stockholders (the “Special Meeting”) will be postponed from its scheduled time of 9:00 a.m. Eastern Time on March 25, 2024 to 9:00 a.m. Eastern Time on March 28, 2024.
Stockholders who have previously submitted their proxies or otherwise voted and who do not want to change their vote need not take any action. Stockholders as of the record date can vote, even if they have subsequently sold their shares. Any stockholders who wish to change their vote and need assistance should contact Okapi Partners LLC at (212) 297-0720, or info@okapipartners.com. In connection with the postponement of the Special Meeting, the Company has extended the deadline of holders of the Company’s Class A common stock issued in its initial public offering (the “Public Shares”) to submit their Public Shares for redemption until 5 p.m. Eastern Time on March 26, 2024. Stockholders who wish to withdraw their previously submitted redemption requests may do so prior to the rescheduled meeting by requesting that the transfer agent return such Public Shares prior to 9 a.m. Eastern Time on March 28, 2024.
The press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
Participants in the Solicitation
The Company and iLearningEngines (“iLearningEngines”), and their respective directors and executive officers, and other members of their management and employees, under the rules of the Securities and Exchange Commission (“SEC”), may be deemed participants in the solicitation of proxies of the Company’s stockholders in respect of the proposed business combination transaction involving Arrowroot and iLearningEngines (the “Proposed Business Combination”). Information about the directors and executive officers of the Company is set forth in the Company’s filings with the SEC. Information about the directors and executive officers of iLearningEngines and more detailed information regarding the identity of all potential participants, and their direct and indirect interests by security holdings or otherwise, is set forth in the definitive proxy statement/prospectus for the Proposed Business Combination. Additional information regarding the identity of all potential participants in the solicitation of proxies to the Company’s stockholders in connection with the Proposed Business Combination and other matters to be voted upon at the special meeting, and their direct and indirect interests, by security holdings or otherwise, is included in the definitive proxy statement/prospectus. Such interests may, in some cases, be different from those of iLearningEngines’ or the Company’s stockholders generally.
No Offer or Solicitation
This Current Report on Form 8-K relates to a proposed transaction between iLearningEngines and ARRW. This Current Report on Form 8-K does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.
Additional Information
This Current Report on Form 8-K is being made in respect of the Proposed Business Combination. This Current Report on Form 8-K may be deemed to be solicitation material in respect of the Proposed Business Combination. The Proposed Business Combination will be submitted to the Company’s stockholders for their consideration. A full description of the terms of the Proposed Business Combination is provided in the Registration Statement on Form S-4 declared effective by the SEC on February 2, 2024 (the “Registration Statement”) that includes a preliminary prospectus with respect to the combined company’s securities to be issued in connection with the Proposed Business Combination and a preliminary proxy statement with respect to the shareholder meeting of the Company to vote on the Proposed Business Combination. The Company urges its investors, stockholders and other interested persons to read the Registration Statement and the definitive proxy statement/prospectus, amendments and supplements thereto as well as other documents filed with the SEC because these documents will contain important information about the Company, iLearningEngines and the Proposed Business Combination. The definitive proxy statement/prospectus was first mailed to stockholders of the Company on or about February 2, 2024. The Supplement to the definitive proxy statement/prospectus filed with the SEC on March 13, 2024 disclosing the new record date of March 13, 2024, the proxy card and the definitive proxy statement/prospectus will be distributed to all stockholders of record entitled to vote at the Special Meeting. Stockholders will also be able to obtain a copy of the Registration Statement, including the proxy statement/prospectus, and other documents filed with the SEC without charge, by directing a request to: Arrowroot Acquisition Corp., 4553 Glencoe Ave, Suite 200, Marina Del Rey, California 90292. The definitive proxy statement/prospectus can also be obtained, without charge, at the SEC’s website (http://www.sec.gov).
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 INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press Release, dated March 22, 2024 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Arrowroot Acquisition Corp. | ||
| Dated: March 22, 2024 | By: | /s/ Matthew Safaii |
| Name: | Matthew Safaii | |
| Title: | Chief Executive Officer | |
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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, 2024 to 9:00 a.m. Eastern Time on March 28, 2024. The Special Meeting can still be accessed virtually by visiting www.virtualshareholdermeeting.com/ARRW2024SM. You will need the 12-digit meeting control number that is printed on your proxy card to enter the Special Meeting. The record date for the Special Meeting remains March 13, 2024.
Stockholders who have previously submitted their proxies or otherwise voted and who do not want to change their vote need not take any action. Stockholders as of the record date can vote, even if they have subsequently sold their shares. Any stockholders who wish to change their vote and need assistance should contact Okapi Partners LLC at (212) 297-0720, or info@okapipartners.com. In connection with the postponement of the Special Meeting, the Company has extended the deadline of holders of the Company’s Class A common stock issued in its initial public offering (the “Public Shares”) to submit their Public Shares for redemption until 5 p.m. Eastern Time on March 26, 2024. Stockholders who wish to withdraw their previously submitted redemption requests may do so prior to the rescheduled meeting by requesting that the transfer agent return such Public Shares prior to 9 a.m. Eastern Time on March 28, 2024.
About Arrowroot
Arrowroot Acquisition Corp. is a special purpose acquisition company formed for the purpose of effecting a merger, stock purchase or similar business combination with one or more businesses. The management team is led by Matthew Safaii, as Chief Executive Officer, and Thomas Olivier, as President and Chief Financial Officer, each with decades of experience identifying, evaluating, advising and investing in transformational growth companies in the technology sector. While the Company intends to evaluate opportunities in many sectors, it believes the diverse experience and extensive relationship network of its management team, board and sponsor will drive particularly attractive investment opportunities in the enterprise software sector.
Participants in the Solicitation
The Company and iLearningEngines (“iLearningEngines”), and their respective directors and executive officers,
and other members of their management and employees, under the rules of the Securities and Exchange Commission (“SEC”),
may be deemed participants in the solicitation of proxies of the Company’s stockholders in respect of the proposed business combination
transaction involving Arrowroot and iLearningEngines (the “Proposed Business Combination”). Information about
the directors and executive officers of the Company is set forth in the Company’s filings with the SEC. Information about the directors
and executive officers of iLearningEngines and more detailed information regarding the identity of all potential participants, and their
direct and indirect interests by security holdings or otherwise, is set forth in the definitive proxy statement/prospectus for the Proposed
Business Combination. Additional information regarding the identity of all potential participants in the solicitation of proxies to the
Company’s stockholders in connection with the Proposed Business Combination and other matters to be voted upon at the special meeting,
and their direct and indirect interests, by security holdings or otherwise, is included in the definitive proxy statement/prospectus.
Such interests may, in some cases, be different from those of iLearningEngines’ or the Company’s stockholders generally.
No Offer or Solicitation
This press release relates to a proposed transaction between iLearningEngines and Arrowroot. This press release does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.
Additional Information
This press release is being made in respect of the Proposed Business Combination. This press release may be deemed to be solicitation material in respect of the Proposed Business Combination. The Proposed Business Combination will be submitted to the Company’s stockholders for their consideration. A full description of the terms of the Proposed Business Combination is provided in the Registration Statement on Form S-4 declared effective by the SEC on February 2, 2024 (the “Registration Statement”) that includes a preliminary prospectus with respect to the combined company’s securities to be issued in connection with the Proposed Business Combination and a preliminary proxy statement with respect to the shareholder meeting of the Company to vote on the Proposed Business Combination. The Company urges its investors, stockholders and other interested persons to read the Registration Statement and the definitive proxy statement/prospectus, amendments and supplements thereto as well as other documents filed with the SEC because these documents will contain important information about the Company, iLearningEngines and the Proposed Business Combination. The definitive proxy statement/prospectus was first mailed to stockholders of the Company on or about February 2, 2024. The Supplement to the definitive proxy statement/prospectus filed with the SEC on March 13, 2024 disclosing the new record date of March 13, 2024, the proxy card and the definitive proxy statement/prospectus will be distributed to all stockholders of record entitled to vote at the Special Meeting. Stockholders will also be able to obtain a copy of the Registration Statement, including the proxy statement/prospectus, and other documents filed with the SEC without charge, by directing a request to: Arrowroot Acquisition Corp., 4553 Glencoe Ave, Suite 200, Marina Del Rey, California 90292. The definitive proxy statement/prospectus can also be obtained, without charge, at the SEC’s website (http://www.sec.gov).
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 INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Media Contact:
Jessica Schmitt
jschmitt@arrowrootcapital.com
(310) 566-5967
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