MARINA
DEL REY, Calif., March 13,
2024 /PRNewswire/ -- Arrowroot Acquisition Corp.
("Arrowroot" or the "Company") (NASDAQ:
ARRWU, ARRW, ARRWW) today announced that its special meeting of
stockholders ("Special Meeting") will be postponed
from its scheduled time of 9:00 a.m. Eastern
Time on March 15, 2024 to
9:00 a.m. Eastern Time on
March 25, 2024. The Special Meeting
can still be accessed virtually by visiting
www.virtualshareholdermeeting.com/ARRW2024SM. You will need
the 12-digit meeting control number that is printed on your proxy
card to enter the Special Meeting. The record date for the Special
Meeting will be March 13, 2024.
For a stockholder of record as of the close of business on
January 18, 2024, the original record
date, who is also a stockholder of record on the new record date of
March 13, 2024, and who provided a
proxy to the Company based on the original record date, such proxy
shall remain in full force and effect with respect to the number of
shares held by such stockholder as of the close of business on the
new record date (March 13, 2024) set
for the Special Meeting unless explicitly revoked, or a later dated
proxy is submitted, by the applicable stockholder. Previously
submitted proxies are revocable. The previous submission of proxies
also will not affect your right to vote in the event that you
attend the Special Meeting. Please note, however, that attendance
alone at the Special Meeting without voting will not be sufficient
to revoke a previously authorized proxy. Please see your proxy card
for specific instructions on how to vote your shares by telephone,
through the Internet or by mail. If you have not already done so,
it is important that you vote your Class A Common Stock
promptly.
Stockholders as of the record date can vote, even if they have
subsequently sold their shares. Any stockholders who wish to change
their vote and need assistance should contact Okapi Partners LLC at
(212) 297-0720, or info@okapipartners.com. In connection with the
postponement of the Special Meeting, the Company has extended the
deadline of holders of the Company's Class A common stock issued in
its initial public offering (the "Public Shares") to
submit their Public Shares for redemption until 5 p.m. Eastern Time on March 21, 2024. Stockholders who wish to withdraw
their previously submitted redemption requests may do so prior to
the rescheduled meeting by requesting that the transfer agent
return such Public Shares prior to 9 a.m.
Eastern Time on March 25,
2024.
About Arrowroot
Arrowroot Acquisition Corp. is a special purpose acquisition
company formed for the purpose of effecting a merger, stock
purchase or similar business combination with one or more
businesses. The management team is led by Matthew Safaii, as Chief Executive Officer, and
Thomas Olivier, as President and
Chief Financial Officer, each with decades of experience
identifying, evaluating, advising and investing in transformational
growth companies in the technology sector. While the Company
intends to evaluate opportunities in many sectors, it believes the
diverse experience and extensive relationship network of its
management team, board and sponsor will drive particularly
attractive investment opportunities in the enterprise software
sector.
Participants in the Solicitation
The Company and iLearningEngines
("iLearningEngines"), and their respective directors
and executive officers, and other members of their management and
employees, under the rules of the Securities and Exchange
Commission ("SEC"), may be deemed participants in the
solicitation of proxies of the Company's stockholders in respect of
the proposed business combination transaction involving Arrowroot
and iLearningEngines (the "Proposed Business
Combination"). Information about the directors and
executive officers of the Company is set forth in the Company'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, is
set forth in the definitive proxy statement/prospectus for the
Proposed Business Combination. Additional information regarding the
identity of all potential participants in the solicitation of
proxies to the Company's stockholders in connection with the
Proposed Business Combination and other matters to be voted upon at
the special meeting, and their direct and indirect interests, by
security holdings or otherwise, is included in the definitive proxy
statement/prospectus. Such interests may, in some cases, be
different from those of iLearningEngines' or the Company's
stockholders generally.
No Offer or Solicitation
This press release relates to a proposed transaction between
iLearningEngines and Arrowroot. This press release 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.
Additional Information
This press release is being made in respect of the Proposed
Business Combination. This press release may be deemed to be
solicitation material in respect of the Proposed Business
Combination. The Proposed Business Combination will be submitted to
the Company's stockholders for their consideration. A full
description of the terms of the Proposed Business Combination is
provided in the Registration Statement on Form S-4 declared
effective by the SEC on February 2,
2024 (the "Registration Statement") that
includes a preliminary prospectus with respect to the combined
company's securities to be issued in connection with the Proposed
Business Combination and a preliminary proxy statement with respect
to the shareholder meeting of the Company to vote on the Proposed
Business Combination. The Company urges its investors, stockholders
and other interested persons to read the Registration Statement and
the definitive proxy statement/prospectus, amendments and
supplements thereto as well as other documents filed with the SEC
because these documents will contain important information about
the Company, iLearningEngines and the Proposed Business
Combination. The definitive proxy statement/prospectus was first
mailed to stockholders of the Company on or about February 2,
2024. The Supplement to the definitive proxy statement/prospectus
filed with the SEC on March 13, 2024
disclosing the new record date of March 13,
2024, the proxy card and the definitive proxy
statement/prospectus will be distributed to all stockholders of
record entitled to vote at the Special Meeting. Stockholders will
also be able to obtain a copy of the Registration Statement,
including the proxy statement/prospectus, and other documents filed
with the SEC without charge, by directing a request to: Arrowroot
Acquisition Corp., 4553 Glencoe Ave, Suite 200, Marina Del Rey, California 90292. The
definitive proxy statement/prospectus can also be obtained, without
charge, at the SEC's website (http://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.
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SOURCE Arrowroot Capital Management, LLC