UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13G
Under the
Securities Exchange Act of 1934
(Amendment No.
)*
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Arrowroot
Acquisition Corporation
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(Name of Issuer)
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Class A Common
stock, $0.0001 par value per share
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(Title of Class of
Securities)
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04282M102
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(CUSIP Number)
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December 31,
2021
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(Date of Event Which Requires
Filing of this Statement)
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Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18 of
the Securities Exchange Act of 1934 ("Act") or otherwise subject to
the liabilities of that section of the Act but shall be subject to
all other provisions of the Act (however, see the Notes).
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1
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NAMES OF REPORTING
PERSONS
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Arrowroot Acquisition LLC
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2
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CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☒ (1)
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING
POWER
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0
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6
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SHARED VOTING
POWER
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7,067,500 shares (See Item 4 herein)
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7
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SOLE DISPOSITIVE
POWER
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0
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8
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SHARED DISPOSITIVE
POWER
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7,067,500 shares (See Item 4
herein)
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9
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AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
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7,067,500 shares (See Item 4
herein)
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10
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CHECK IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
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19.7% of Class A Common Stock (See Item 4 herein)
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12
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TYPE OF REPORTING
PERSON (SEE INSTRUCTIONS)
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OO
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1
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NAMES OF REPORTING
PERSONS
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Matthew Safaii
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2
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CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☒ (1)
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
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United States of America
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NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING
POWER
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0
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6
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SHARED VOTING
POWER
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7,067,500 shares (See Item 4
herein)
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7
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SOLE DISPOSITIVE
POWER
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0
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8
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SHARED DISPOSITIVE
POWER
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7,067,500 shares (See Item 4
herein)
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9
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AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
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| 7,067,500 shares (See Item 4
herein) |
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10
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CHECK IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
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19.7% of Class A Common Stock (See Item 4 herein)
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12
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TYPE OF REPORTING
PERSON (SEE INSTRUCTIONS)
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IN
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1
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NAMES OF REPORTING
PERSONS
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Thomas Olivier
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2
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CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☒ (1)
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
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United States of America
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NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING
POWER
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0
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6
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SHARED VOTING
POWER
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| 7,067,500 shares (See Item 4 herein) |
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7
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SOLE DISPOSITIVE
POWER
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0
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8
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SHARED DISPOSITIVE
POWER
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| 7,067,500 shares (See Item 4 herein) |
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9
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AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
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| 7,067,500 shares (See Item 4
herein) |
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10
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CHECK IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
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19.7% of Class A Common Stock (See Item 4 herein)
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12
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TYPE OF REPORTING
PERSON (SEE INSTRUCTIONS)
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IN
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Item 1.
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(a)
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Name of Issuer
Arrowroot Acquisition Corp.
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(b)
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Address of Issuer’s Principal Executive Offices
4553 Glencoe Ave, Suite 200
Marina Del Rey, California 90292
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Item 2.
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(a)
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Name of Person Filing
Arrowroot Acquisition LLC (“AA LLC”)
Matthew Safaii (“Safaii”)
Thomas Olivier (“Olivier”)
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(b)
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Address of Principal Business Office or, if none,
Residence
c/o Arrowroot Acquisition Corp.
4553 Glencoe Ave, Suite 200
Marina Del Rey, California 90292
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(c)
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Citizenship
Entities: AA
LLC - Delaware
Individuals:
Safaii
- United
States of America
Olivier
- United
States of America
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(d)
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Title of Class of Securities
Class A Common Stock, $0.0001 par value (“Common Stock”)
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(e)
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CUSIP Number
04282M102
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Item 3.
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If this statement is filed pursuant
to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person
filing is a:
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Not applicable
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The information required by Items
4(a)—(c) is set forth in Rows 5—11 of the cover page for the
Reporting Person hereto and is incorporated herein by
reference.
(a) Amound beneficially
owned:
As of
December 31, 2021, each of AA LLC, Safaii and Olivier beneficially
owned 7,067,500 shares of the Issuer’s Class B Common Stock, par
value $0.0001 per share (the “Class B Common Stock” and,
collectively with the Class A Common Stock, the “Common
Stock”). This amount consists of 7,067,500 shares held
directly by AA LLC. Each of Safaii and Olivier is a manager
of AA LLC and may be deemed the benficial owner of the 7,067,500
shares held by AA LLC.
(b) Percent of class:
Based on
(i) 28,750,000 shares of Class A Common Stock and (ii) 7,187,500
shares of Class B Common Stock issued and outstanding, in each case
as of January 19, 2022, and the information set forth in (a) above,
the Reporting Persons beneficially owned 19.7% of the
outstanding Class A Common Stock,.
(c) Number of shares as to which the person
has:
(i) Sole power to vote or to direct
the vote: 0
(ii) Shared power to vote or to
direct the vote: 7,067,500
(iii) Sole power to dispose or to
direct the disposition of: 0
(iv) Shared power to dispose or to
direct the disposition of: 7,067,500
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Item 5. |
Ownership of Five Percent or Less
of a Class
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If this statement is being filed to
report the fact that as of the date hereof the reporting person has
ceased to be the beneficial owner of more than five percent of the
class of securities, check the following ☐.
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Item 6. |
Ownership of More than Five Percent
on Behalf of Another Person
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Not applicable
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Item 7. |
Identification and Classification
of the Subsidiary Which Acquired the Security Being Reported on By
the Parent Holding Company or Control Person
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Not applicable
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Item 8. |
Identification and Classification
of Members of the Group
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Not applicable
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Item 9. |
Notice of Dissolution of
Group
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Not applicable
Not applicable
Signature
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
Dated: February 14, 2022
Arrowroot Acquisition LLC
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By:
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/s/ Matthew Safaii
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Name: Matthew Safaii
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Title: Manager
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/s/ Matthew Safaii
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Matthew Safaii
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/s/ Thomas Olivier
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Thomas Olivier
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ATTENTION
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Intentional
misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).
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Exhibit(s):
A - Joint Filing
Statement