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