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 |
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001-40129 |
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85-3961600 |
(State or Other Jurisdiction
of Incorporation) |
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(Commission File Number) |
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(IRS Employer
Identification No.) |
4553 Glencoe Ave, Suite 200
Marina Del Rey, California 90292
(Address of principal executive office) (Zip Code)
(310) 566-5966
(Registrant’s telephone number, including
area code)
Not Applicable
(Former name, former address and former fiscal
year, if changed since last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see
General Instruction A.2. below):
☒ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
Title of each class |
|
Trading Symbol(s) |
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Name of each exchange on which registered |
Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-half of one redeemable warrant |
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ARRWU |
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The Nasdaq Stock Market LLC |
Shares of Class A common stock included as part of the units |
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ARRW |
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The Nasdaq Stock Market LLC |
Redeemable warrants included as part of the units, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 |
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ARRWW |
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The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item 3.01 Notice of Delisting or Failure to
Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
As previously reported, on January 8, 2024, Arrowroot
Acquisition Corp. (the “Company”) received a notice (the “Annual Meeting Notice”) from the Listing Qualifications
Department of The Nasdaq Stock Market LLC (“Nasdaq”) stating that the Company failed to hold an annual meeting of stockholders
within 12 months after its fiscal year ended December 31, 2022, as required by Nasdaq Listing Rule 5620(a). In accordance with Nasdaq
Listing Rule 5810(c)(2)(G), the Company had 45 calendar days (or until February 22, 2024) to submit a plan to regain compliance. In accordance
with Nasdaq Listing Rule 5810(c)(2)(G), the Company submitted a plan to regain compliance on February 22, 2024. If Nasdaq accepts the
plan, Nasdaq may grant the Company up to 180 calendar days from its fiscal year end, or until June 28, 2024, to regain compliance.
On March 5, 2024, the Company received a notice
(the “Deadline Notice”) from the staff of the Listing Qualifications Department of Nasdaq indicating that, unless the Company
timely requests a hearing before the Nasdaq Hearings Panel (the “Panel”) by March 12, 2024, trading of the Company’s
securities on The Nasdaq Capital Market would be suspended at the opening of business on March 14, 2024, due to the Company’s non-compliance
with Nasdaq IM-5101-2, which requires that a special purpose acquisition company complete one or more business combinations within 36
months of the effectiveness of its IPO registration statement. The Company intends to timely request a hearing before the Panel to request
sufficient time to complete the Company’s previously disclosed proposed business combination (the “Business Combination”)
with iLearningEngines, Inc., a Delaware corporation (“iLearningEngines”). In addition, the Deadline Notice indicated that
the Company should be prepared to address the concerns raised in the Annual Meeting Notice in its hearing before the Panel related to
the Deadline Notice. The hearing request will result in a stay of any suspension or delisting action pending the outcome of the hearing.
There can be no assurance that the Company will be able to satisfy Nasdaq’s continued listing requirements, regain compliance with
Nasdaq IM-5101-2 or Nasdaq Listing Rule 5620(a), and maintain compliance with other Nasdaq listing requirements. While request for a hearing
before the Panel is pending, the Company’s securities will continue to trade on Nasdaq.
No Offer or Solicitation
This Current Report on Form 8-K relates to the
Business Combination. 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.
Forward-Looking Statements
Certain statements included in this Current Report
on Form 8-K that are not historical facts are forward-looking statements for purposes of the safe harbor provisions under the United States
Private Securities Litigation Reform Act of 1995 with respect to the Business Combination. Forward looking statements generally are accompanied
by words such as “believe,” “may,” “will, “estimate,” “continue,” “anticipate,”
“intend,” expect,” “should,” “would,” “plan,” “predict,” “potential,”
“seem,” “seek,” “future,” “outlook,” the negative forms of these words and similar expressions
that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include,
but are not limited to statements regarding the proposed Business Combination, Arrowroot’s ability to consummate the Business Combination,
the benefits of the Business Combination and the combined company’s future financial performance, as well as the combined company’s
strategy, future operations, estimated financial position, estimated revenues and losses, projected costs, prospects, plans and objectives
of management. These statements are based on various assumptions, whether or not identified in this press release, and on the current
expectations of the respective management of iLearningEngines and Arrowroot and are not predictions of actual performance. These forward-looking
statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by an investor as,
a guarantee, an assurance, a prediction, or a definitive statement of fact or probability. Actual events and circumstances are difficult
or impossible to predict and will differ from assumptions this press release relies on. Many actual events and circumstances are beyond
the control of iLearningEngines and Arrowroot. These forward-looking statements are subject to a number of risks and uncertainties, including
(i) changes in domestic and foreign business, market, financial, political, and legal conditions; (ii) the inability of the parties to
successfully or timely consummate the Business Combination, including the risk that any regulatory approvals are not obtained, are delayed
or are subject to unanticipated conditions that could adversely affect the combined company or the expected benefits of the Business Combination
or that the approval of the stockholders of Arrowroot or iLearningEngines is not obtained; (iii) failure to realize the anticipated benefits
of the Business Combination; (iv) risks relating to the uncertainty of the projected financial information with respect to iLearningEngines;
(v) risks related to the rollout of iLearningEngines’ business and the timing of expected business milestones; (vi) the amount of
redemption requests made by Arrowroot’s stockholders; (vii) the ability of Arrowroot or iLearningEngines to issue equity or equity-linked
securities or obtain debt financing in connection with the Business Combination or in the future; (viii) the ability to maintain the listing
of the combined company’s securities on Nasdaq or another national securities exchange; (ix) the risk that the Business Combination
disrupts current plans and operations of iLearningEngines or Arrowroot as a result of the announcement and consummation of the Business
Combination; (x) the risk that any of the conditions to closing are not satisfied in the anticipated manner or on the anticipated timeline;
(xi) the effects of competition on iLearningEngines future business and the ability of the combined company to grow and manage growth
profitably, maintain relationships with customers and suppliers and retain its management and key employees; (xii) risks related to political
and macroeconomic uncertainty; (xiii) the outcome of any legal proceedings that may be instituted against iLearningEngines, Arrowroot
or any of their respective directors or officers, following the announcement of the Business Combination; (xiv) the impact of the global
COVID-19 pandemic on any of the foregoing risks; (xv) any changes to the accounting matters of Arrowroot as a result of guidance from
the SEC; and (xvi) those factors discussed in the registration statement under the heading “Risk Factors,” and other documents
Arrowroot has filed, or will file, with the SEC. If any of these risks materialize or our assumptions prove incorrect, actual results
could differ materially from the results implied by these forward-looking statements. There may be additional risks that neither Arrowroot
nor iLearningEngines presently know, or that Arrowroot nor iLearningEngines currently believe are immaterial, that could also cause actual
results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect Arrowroot’s
and iLearningEngines’ expectations, plans, or forecasts of future events and views as of the date of this Current Report on Form
8-K. Arrowroot and iLearningEngines anticipate that subsequent events and developments will cause Arrowroot’s and iLearningEngines’
assessments to change. However, while Arrowroot and iLearningEngines may elect to update these forward-looking statements at some point
in the future, Arrowroot and iLearningEngines specifically disclaim any obligation to do so. These forward-looking statements should not
be relied upon as representing Arrowroot’s and iLearningEngines’ assessments as of any date subsequent to the date of this
Current Report on Form 8-K. Accordingly, undue reliance should not be placed upon the forward-looking statements.
Additional Information and Where to Find It
A full description of the terms of the transaction
is provided in the Registration Statement that includes a prospectus with respect to the securities to be issued in connection with the
Business Combination and a proxy statement with respect to the special meeting of Arrowroot to vote on the Business Combination (the “Business
Combination Meeting”). Arrowroot urges its investors, stockholders and other interested persons to read the definitive proxy
statement/ prospectus as well as other documents filed with the SEC because these documents will contain important information about Arrowroot,
iLearningEngines and the Business Combination. The definitive proxy statement/prospectus to be included in the registration statement
has been mailed to stockholders of Arrowroot as of a record date January 18, 2024. Stockholders will also be able to obtain a copy of
the S-4, including the proxy statement/prospectus, and other documents filed with the SEC without charge, by directing a request to: Arrowroot
Acquisition Corp., 4553 Glencoe Avenue, Suite 200, Marina del Rey, CA 90292. The definitive proxy statement/prospectus to be included
in the registration statement can also be obtained, without charge, at the SEC’s website (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.
Participants in Solicitation
Arrowroot and iLearningEngines, and their respective
directors and executive officers, may be deemed participants in the solicitation of proxies of Arrowroot’s stockholders in respect
of the Business Combination. Information about the directors and executive officers of Arrowroot is set forth in Arrowroot’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, have been set forth in the definitive
proxy statement/prospectus for the Business Combination. Additional information regarding the identity of all potential participants in
the solicitation of proxies to Arrowroot’s stockholders in connection with the Business Combination and other matters to be voted
upon at the Business Combination Meeting, and their direct and indirect interests, by security holdings or otherwise, were included in
the definitive proxy statement/prospectus.
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.
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ARROWROOT ACQUISITION CORP. |
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Dated: March 11, 2024 |
By: |
/s/ Matthew Safaii |
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Name: |
Matthew Safaii |
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Title: |
Chief Executive Officer |
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