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 software, and iLearningEngines, Inc.
(“iLearningEngines” or “the Company”), a leader in AI-powered
learning automation and information intelligence for corporate and
educational use, today announced that Arrowroot’s shareholders
voted to approve the previously announced business combination (the
“Business Combination”) between Arrowroot and iLearningEngines, at
the special meeting of Arrowroot’s shareholders held on April 1,
2024 (the “Special Meeting”).
Voters representing over 97% of the issued and outstanding
shares of Arrowroot were cast in favor of the proposal in
connection with the Business Combination at the Special Meeting.
Arrowroot shareholders also voted to approve all other proposals
presented at the meeting. Arrowroot plans to file the results of
the Special Meeting, as tabulated by the inspector of elections,
with the Securities and Exchange Commission (the “SEC”) on a
Current Report on Form 8-K.
Upon closing of the Business Combination, which is expected
following the satisfaction or waiver of all closing conditions, the
combined company intends to operate as iLearningEngines, Inc. and
is expected to be listed on Nasdaq under the ticker symbol “AILE”,
with warrants under the ticker “AILEW”. The Nasdaq listing is
subject to the closing of the Business Combination and fulfillment
of all Nasdaq listing requirements.
About iLearningEngines
iLearningEngines is a leading cloud-based, AI driven mission
critical training platform for enterprises. iLearningEngines has
consistently ranked as one of the fastest growing companies in
North America on the Deloitte Technology Fast 500. The company’s AI
and Learning Automation platform is used by enterprises to
productize their enterprise knowledge for consumption throughout
the enterprise. The intense demand for scalable outcome-based
training has led to deployments in some of the most regulated and
detail-oriented vertical markets, including Healthcare, Education,
Insurance, Retail, Oil & Gas / Energy, Manufacturing and
Government. The company was founded by Harish Chidambaran in 2010,
with headquarters in Bethesda, MD and offices in Dubai, UAE, and
Trivandrum, Pune and Kochi, India.
About Arrowroot Acquisition Corp.
Arrowroot Acquisition Corp. is a special purpose acquisition
company formed for the purpose of effecting a merger, capital stock
exchange, asset acquisition, stock purchase, reorganization or
similar business combination with one or more businesses. The
company is sponsored by Arrowroot Capital Management, a leading
investor in enterprise software. Arrowroot Acquisition Corp. was
founded on November 5, 2020 and is headquartered in Marina Del Rey,
CA.
Additional Information and Where to Find It
A full description of the terms of the Business Combination is
provided in a registration statement on Form S-4 (File No.
333-274333) filed with the SEC by Arrowroot that includes a
prospectus (as supplemented from time to time by one or more
Prospectus Supplements) 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. Arrowroot Acquisition Corp. 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 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.
Forward-Looking Statements
Certain statements included in this press release 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; the combined
company’s strategy, future operations, estimated financial
position, estimated revenues and losses, projected costs,
prospects, plans and objectives of management; and the combined
company’s ability to complete and maintain its listing on NASDAQ.
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; (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) risks
related to iLearningEngines's need for substantial additional
financing to implement its operating plans, which financing it may
be unable to obtain, or unable to obtain on acceptable terms; (ix)
the ability to maintain the listing of the combined company’s
securities on Nasdaq or another national securities exchange; (x)
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; (xi) the
risk that any of the conditions to closing are not satisfied in the
anticipated manner or on the anticipated timeline; (xii) 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; (xiii) risks related to
political and macroeconomic uncertainty; (xiv) 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; (xv) the
impact of the global COVID-19 pandemic on any of the foregoing
risks; (xvi) any changes to the accounting matters of Arrowroot as
a result of guidance from the SEC; and (xvii) 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 communication. 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 communication. Accordingly,
undue reliance should not be placed upon the forward-looking
statements.
No Officer or Solicitation
This communication relates to a proposed transaction between
iLearningEngines and Arrowroot. This communication 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.
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 Special
Meeting, and their direct and indirect interests, by security
holdings or otherwise, were included in the definitive proxy
statement/prospectus.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240401942075/en/
For iLearningEngines: Investor Contacts: iLearningEngines
investors@ilearningengines.com Kevin Hunt
iLearningEnginesIR@icrinc.com
Media Contact: For Arrowroot Acquisition Corp.: Jessica Schmitt
jschmitt@arrowrootcapital.com
For iLearningEngines: Dan Brennan ICR Inc.
iLearningPR@icrinc.com
Arrowroot Acquisition (NASDAQ:ARRW)
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