0001415889-24-011194.txt : 20240418 0001415889-24-011194.hdr.sgml : 20240418 20240418214557 ACCESSION NUMBER: 0001415889-24-011194 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230508 FILED AS OF DATE: 20240418 DATE AS OF CHANGE: 20240418 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ARROWROOT ACQUISITION LLC CENTRAL INDEX KEY: 0001847821 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40129 FILM NUMBER: 24855469 BUSINESS ADDRESS: STREET 1: C/O ARROWROOT ACQUISITION CORP. STREET 2: 4553 GLENCOE AVE SUITE 200 CITY: MARINA DEL REY STATE: CA ZIP: 90292 BUSINESS PHONE: 310-566-5966 MAIL ADDRESS: STREET 1: C/O ARROWROOT ACQUISITION CORP. STREET 2: 4553 GLENCOE AVE SUITE 200 CITY: MARINA DEL REY STATE: CA ZIP: 90292 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: iLearningEngines, Inc. CENTRAL INDEX KEY: 0001835972 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] ORGANIZATION NAME: 06 Technology IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 6701 DEMOCRACY BLVD. CITY: BETHESDA STATE: MD ZIP: 20817 BUSINESS PHONE: (310) 566-5966 MAIL ADDRESS: STREET 1: 6701 DEMOCRACY BLVD. CITY: BETHESDA STATE: MD ZIP: 20817 FORMER COMPANY: FORMER CONFORMED NAME: Arrowroot Acquisition Corp. DATE OF NAME CHANGE: 20201210 4 1 form4-04192024_010448.xml X0508 4 2023-05-08 1 0001835972 iLearningEngines, Inc. AILE 0001847821 ARROWROOT ACQUISITION LLC 4553 GLENCOE AVE, SUITE 200 MARINA DEL REY CA 90292 false false true false 0 Common Stock 2024-04-16 4 C 0 7027500 A 7027500 D Common Stock 2024-04-16 4 D 0 400000 0 D 6627500 D Common Stock 2024-04-16 4 A 0 460384 10 A 7087884 D Class B Common Stock 2023-05-08 4 S 0 40000 .0042 D Common Stock 40000 7027500 D Class B Common Stock 2024-04-16 4 C 0 7027500 D Common Stock 7027500 0 D On April 16, 2024 pursuant to the Agreement and Plan of Merger and Reorganization, dated as of April 27, 2023 (the "Merger Agreement"), by and among the Issuer, ARAC Merger Sub, Inc., a wholly-owned subsidiary of the Issuer ("Merger Sub") and iLearningEngines Holdings, Inc. ("Legacy iLearningEngines"), Merger Sub merged with and into Legacy iLearningEngines with the separate corporate existence of Merger Sub ceasing and Legacy iLearningEngines continuing as the surviving corporation and a wholly-owned subsidiary of Issuer (the "Merger"). Prior to the effective time of the Merger, pursuant to the Issuer's amended and restated certificate of incorporation, each outstanding share of the Issuer's Class A Common Stock and Class B Common Stock was reclassified as a single share of the Issuer's Common Stock. Matthew Safaii and Thomas Olivier control the Reporting Person, and as such have voting and investment discretion with respect to the securities held by the Reporting Person and may be deemed to have beneficial ownership of the securities held directly by the Reporting Person. Immediately prior to the closing of the Merger, pursuant to a Sponsor Forfeiture Agreement dated March 27, 2024, 400,000 shares of Common Stock were forfeited to the Issuer for no consideration. Shares issued at the effective time of the Merger upon conversion of principal amount of, and accrued interest on, working capital loans provided to the Issuer by the Reporting Person, at the conversion price of $10.00 per share. /s/ Peter Byrne, Attorney-in-Fact 2024-04-18