Announcement • Apr 18
iLearningEngines Inc. completed the acquisition of Arrowroot Acquisition Corp. (NasdaqCM:ARRW) from Arrowroot Acquisition LLC and others in a reverse merger transaction.
iLearningEngines Inc. executed the non -binding LOI to acquire Arrowroot Acquisition Corp. (NasdaqCM:ARRW) from Arrowroot Acquisition LLC and others in a reverse merger transaction on October 31, 2022. iLearningEngines Inc. entered into a merger agreement to acquire Arrowroot Acquisition Corp. (NasdaqCM:ARRW) from Arrowroot Acquisition LLC and others for $1.3 billion 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. 127,456,291 shares are expected to be issued as merger consideration. 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. Immediately following the consummation of the Business Combination, the New iLearningEngines Board will be comprised of five members, including Harish Chidambaran, Balakrishnan Arackal, Matthew Barger, Bruce Mehlman and Thomas Olivier. Immediately following the consummation of the Business Combination, it is expected that the executive officers of New iLearningEngines will be: Harish Chidambaran as Chief Executive Officer, S. Farhan Naqvi as Chief Financial Officer and Treasurer, Balakrishnan Arackal as President and Chief Business Officer, David Samuels as Chief Legal Officer, Executive Vice President Corporate Affairs and Secretary, and Ramakrishnan Parameswaran as Senior Vice President — Technology and Products. Michael Moe and Ian Davis will join the board of directors following the close of its business combination.
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. Arrowroot Board unanimously recommended that stockholders vote for the proposal. The special meeting of stockholders of Arrowroot will be held on February 2, 2024. 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. As of February 2, 2024, Arrowroot announced that its special meeting of stockholders will be postponed from its scheduled time of 9:00 a.m. Eastern Time on February 2, 2024 to 4:30 p.m. Eastern Time on February 2, 2024. As of February 2, 2024, the registration statement was declared effective. As of February 9, 2024, Arrowroot announced that its special meeting of stockholders will be postponed from its scheduled time of 9:00 a.m. Eastern Time on February 12, 2024 to 9:00 a.m. Eastern Time on February 22, 2024, where stockholders will vote for business combination with iLearningEngines. As of February 21, 2024, Arrowroot announced that its special meeting of stockholders will be postponed from its scheduled time February 22, 2024 to March 15, 2024, where stockholders will vote for business combination with iLearningEngines. As of March 13, 2024, Arrowroot announced that its special meeting of stockholders will be postponed from March 15, 2024 to March 25, 2024. As of March 22, 2024, Arrowroot announced that its special meeting of stockholders will be postponed from March 25, 2024 to March 28, 2024. As of March 26, 2024, Arrowroot announced that its special meeting of stockholders will be postponed from March 28, 2024 to April 1, 2024. On April 1, 2024, the shareholders of Arrowroot Acquisition Corp approved the deal.
Daniel Peale, Joshua Holleman and David Silverman of Cooley LLP 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. Lincoln International LLC acted as financial advisor and fairness opinion provider and also provided due diligence services to Arrowroot. Continental Stock Transfer & Trust Company acted as the registrar and transfer agent to Arrowroot. Lincoln will receive a fee from Arrowroot for its services of $650,000, of which a portion was payable at the time Lincoln was engaged by Arrowroot, and the remainder of which was earned upon Lincoln having informed the Arrowroot Board that it was prepared to render its opinion. Arrowroot has engaged Okapi Partners LLC to assist in the solicitation of proxies for the special meeting. Arrowroot has agreed to pay Okapi a fee of up to $25,000 in connection with the Business Combination. Mizuho and its affiliate Greenhill & Co. served as exclusive financial advisor to iLearningEngines and BTIG, LLC, Benchmark Company and Northland Capital served as financial advisors to Arrowroot Acquisition Corp.
iLearningEngines Inc. completed the acquisition of Arrowroot Acquisition Corp. (NasdaqCM:ARRW) from Arrowroot Acquisition LLC and others in a reverse merger transaction on April 16, 2024. The combined company’s common stock and warrants are expected to commence trading on the Nasdaq Capital Market under the ticker symbol “AILE” and “AILEW”, respectively, on April 17, 2024.