ARRWU Arrowroot Acquisition Corporation

As disclosed in the definitive proxy statement filed by Arrowroot Acquisition Corp., a Delaware corporation (“Arrowroot”) with the Securities and Exchange Commission (the “SEC”) on February 13, 2023 (the “Extension Proxy Statement”), relating to the special meeting of stockholders (the “Special Meeting”), Arrowroot Acquisition LLC, a Delaware limited liability company (the “Sponsor”), agreed that if the Extension Proposal (as defined below) was approved and the Charter Amendment (as defined below) became effective, it or one or more of its affiliates, members or third-party designees (the “Lender”) will contribute to Arrowroot as a loan, within five (5) business days after the date of the Special Meeting, the lesser of (a) $640,000 or (b) $0.16 for each share of Class A common stock that is not redeemed in connection with the Special Meeting to be deposited into the trust account established in connection with Arrowroot’s initial public offering (the “Trust Account”). In addition, in the event Arrowroot does not consummate an initial business combination by the Charter Extension Date (as defined below) and the Sponsor requests monthly extensions following the Charter Extension Date, the Lender will contribute to Arrowroot as a loan the lesser of (a) $160,000 or (b) $0.04 for each share of Class A common stock that is not redeemed in connection with the Special Meeting for each such monthly extension, for an aggregate deposit of up to the lesser of (x) $1,120,000 or (y) $0.28 for each share of Class A common stock that is not redeemed in connection with the Special Meeting to be deposited into the Trust Account for each of the seven one-month extensions following the Charter Extension Date.

On February 28, 2023, the stockholders of Arrowroot approved the Extension Proposal (as defined below) at the Special Meeting (as described in Item 5.07 of this Current Report on Form 8-K). Accordingly, on March 6, 2023, Arrowroot issued an unsecured promissory note in the principal amount of up to $1,760,000 (the “Note”) to the Sponsor. The Note does not bear interest and matures upon closing of Arrowroot’s initial business combination (a “Business Combination”). In the event that Arrowroot does not consummate a Business Combination, the Note will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven. Within five (5) business days after the date of the Special Meeting, the proceeds of the Note will be deposited in the Trust Account in connection with the Charter Amendment (as defined below).

The foregoing description of the Note is qualified in its entirety by reference to the full text of the Note, which is incorporated by reference herein and filed herewith as Exhibit 10.1.