iLearningEngines Inc. entered into a merger agreement to acquire Arrowroot Acquisition Corp. (NasdaqCM:ARRW) from Arrowroot Capital Management, LLC and others in a reverse merger transaction on April 27, 2023. As a result of the Merger, the outstanding shares of common stock of iLearningEngines will be cancelled in exchange for the right to receive a number of shares of common stock of the combined company. The base purchase price is an amount equal to $1,285,000,000. Upon closing of the transaction, the combined company will be named iLearningEngines, Inc., and is expected to remain listed on the NASDAQ under the new ticker symbol, ‘AILE'. The combined company will continue to be led by iLearningEngines' existing Chief Executive Officer and founder, Harish Chidambaran. iLearningEngines existing shareholders and management are rolling 100% of their equity into the transaction. Post-acquisition, existing shareholders of iLearningEngines will own 84.2%, Arrowroot Acquisition founders will own 4% and others Arrowroot Acquisition shareholders will own 10.8% stake in combined company.

The transaction is subject to the satisfaction of customary closing conditions, including the approval of the stockholders of Arrowroot Acquisition Corp and iLearningEngines, the Proxy Statement / Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Proxy Statement / Registration Statement shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC and not withdrawn, the applicable waiting period under the HSR Act applicable to the transactions contemplated by this agreement and the ancillary agreements shall have expired or been terminated, Arrowroot Acquisition hall have at least $5,000,001 of net tangible assets, listing on Nasdaq. The agreement includes a minimum cash requirement of $100 million that will be funded through several sources. The transaction has been unanimously approved by the Board of Directors of Arrowroot Acquisition Corp., as well as the Board of Directors of iLearningEngines. The combined entity will receive approximately $43 million from Arrowroot Acquisition Corp.'s trust account, assuming no redemptions by Arrowroot Acquisition Corp.'s public stockholders. iLearningEngines will receive proceeds of a private convertible offering with participation from Arrowroot Capital and other institutional investors at the time the transaction is announced. iLearningEngines is also in discussions to raise additional capital via institutional investors. The intended use of cash is primarily for M&A and growth. Daniel Peale, Joshua Holleman and David Silverman of Cooley LLC acted as legal advisors to iLearningEngines and John Servidio, Alex Apostolopoulos, Jocelyn Arel and John Mutkoski of Goodwin Procter LLP acted as legal advisors to Arrowroot Acquisition Corp. Lincoln International LLC acted as fairness opinion provider to Arrowroot Acquisition.