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Item 4.02.
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Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.
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On November 22, 2021, management and the audit committee (the “Audit Committee”) of the board of directors of Arrowroot Acquisition Corp., a Delaware
corporation and special purpose acquisition company (the “Company”), concluded that the Company’s previously issued (i) unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended
March 31, 2021, filed with the SEC on May 24, 2021, (ii) unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021, filed with the SEC on August 16, 2021, and (iii)
unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021, (the “Existing Q3 Form 10-Q”), filed with the SEC on November 12, 2021 (collectively, the “Affected
Periods”), should no longer be relied upon due to a reclassification of the Company’s temporary and permanent equity and resulting restatement of the initial carrying value of the Company’s Class A ordinary shares subject to possible redemption (and
related changes). In addition, the audit report of WithumSmith+Brown, PC, the Company’s independent registered accounting firm (“Withum”), included in the Current Report on Form 8-K filed with the SEC on March 11, 2021 should no longer be relied
upon. The reclassification has resulted from a determination by the Company’s management that the Class A ordinary shares, par value $0.0001 per share, issued in connection with its initial public offering can be redeemed or become redeemable subject
to the occurrence of future events considered to be outside of the Company’s control. Therefore, the Class A ordinary shares subject to possible redemption should be valued at $10.00 per share and should not take into account the fact that a
redemption of Class A ordinary shares cannot result in net tangible assets being less than $5,000,001.
The Company does not expect any of the above changes will have any impact on its cash position and cash held in the trust account established in
connection with the initial public offering (the “Trust Account”).
As such, the Company will restate its financial statements for the Affected Periods in an amendment to the Existing Q3 Form 10-Q (the “Q3 Form 10-Q/A”).
The Company’s management has concluded that in light of the classification error described above, a material weakness exists in the Company’s internal
control over financial reporting and that the Company’s disclosure controls and procedures were not effective. The Company’s intends to describe remediation with respect to such material weakness in more detail in the forthcoming Q3 Form 10-Q/A.
The Company’s management and the Audit Committee have discussed the matters disclosed in this Current Report on Form 8-K with Withum, the Company’s
independent registered accounting firm.
Cautionary Statements Regarding Forward-Looking Statements
This Current Report on Form 8-K includes “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities
Litigation Reform Act of 1995. Certain of these forward-looking statements can be identified by the use of words such as “believes,” “expects,” “intends,” “plans,” “estimates,” “assumes,” “may,” “should,” “will,” “seeks,” or other similar
expressions. Such statements may include, but are not limited to, statements regarding the Company’s cash position and cash held in its Trust Account. These statements are based on current expectations on the date of this Form 8-K and involve a
number of risks and uncertainties that may cause actual results to differ significantly. The Company does not assume any obligation to update or revise any such forward-looking statements, whether as the result of new developments or otherwise.
Readers are cautioned not to put undue reliance on forward-looking statements.