Arrowroot Acquisition Corp. - Annual Report: 2022 (Form 10-K)

		Page
PART I		4
	Item 1. Business	4
	Item 1A. Risk Factors	20
	Item 1B. Unresolved Staff Comments	52
	Item 2. Properties	52
	Item 3. Legal Proceedings	52
	Item 4. Mine Safety Disclosures	52
PART II		53
	Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	53
	Item 6. [Reserved]	54
	Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations	54
	Item 7A. Quantitative and Qualitative Disclosures about Market Risk	58
	Item 8. Financial Statements and Supplementary Data	58
	Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	58
	Item 9A. Controls and Procedures.	59
	Item 9B. Other Information	60
	Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	60
PART III		61
	Item 10. Directors, Executive Officers and Corporate Governance	61
	Item 11. Executive Compensation	68
	Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	69
	Item 13. Certain Relationships and Related Transactions, and Director Independence	70
	Item 14. Principal Accountant Fees and Services	73
	Item 15. Exhibits and Financial Statement Schedules.	73
	Item 16. Form 10-K Summary	75

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“amended and restated certificate of incorporation” are to the amended and restated certificate of incorporation that the company adopted in connection with the consummation of our initial public offering as further amended pursuant to the vote of our stockholders at the special meeting on February 28, 2023;

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“DGCL” refers to the Delaware General Corporation Law as the same may be amended from time to time;

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“founder shares” are to shares of Class B common stock initially purchased by our sponsor in a private placement prior to our initial public offering and the shares of Class A common stock that will be issued upon the automatic conversion of the shares of Class B common stock at the time of our initial business combination;

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“initial public offering units” are to our initial public offering units, consisting of one Class A common stock and one-half of one redeemable warrant;

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“initial stockholders” are to holders of our founder shares prior to our initial public offering;

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“management” or our “management team” are to our executive officers and directors;

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“common stock” are to our Class A common stock and our Class B common stock;

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“private placement warrants” are to the warrants issued to our sponsor in a private placement simultaneously with the closing of our initial public offering and upon conversion of working capital loans, if any;

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“public shares” are to our Class A common stock sold as part of the units in our initial public offering (whether they were purchased in our initial public offering or thereafter in the open market);

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“public stockholders” are to the holders of our public shares, including our sponsor and management team, to the extent our sponsor and/or members of our management team purchase public shares, provided that our sponsor’s and each member of our management team’s status as a “public stockholder” will only exist with respect to such public shares;

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“sponsor” are to Arrowroot Acquisition LLC, a Delaware limited liability company;

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“trust account” is to the trust account located in the United States in which, following the completion of our initial public offering, an amount of $287,500,000 from the net proceeds of the sale of the units in the initial public offering and the sale of the private placement warrants was placed; and

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“we,” “us,” “our,” “company,” “our company,” “Company” or “our Company” are to Arrowroot Acquisition Corp., a Delaware Corporation.

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we have no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective;

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our ability to select an appropriate target business or businesses;

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our ability to complete our initial business combination, including any potential business combination with the Potential Target (as defined below) ;

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our expectations around the performance of the Potential Target’s business or businesses

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our expectations around the performance of a prospective target business or businesses;

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our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination;

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our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination;

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the lack of a market for our public securities;

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the possibility that Nasdaq may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions;

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our potential ability to obtain additional financing to complete our initial business combination;

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our pool of prospective target businesses;

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our ability to consummate an initial business combination due to the uncertainty resulting from the COVID-19 pandemic;

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the ability of our officers and directors to generate a number of potential business combination opportunities;

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our public securities’ potential liquidity and trading;

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the use of proceeds not held in the trust account (as described below) or available to us from interest income on the trust account balance;

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the trust account not being subject to claims of third parties;

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our financial performance; or

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the other risks and uncertainties discussed in “Risk Factors” and elsewhere in this Report.

Item 1.

Business

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extensive experience in sourcing, structuring, acquiring, operating, integrating, developing, growing, financing and selling businesses;

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experience managing mergers and acquisitions for technology companies, including portfolio companies of leading venture capital and financial sponsor firms;

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significant experience in both investing in and operating companies across the technology sector, with particular expertise focusing on business-to-business software companies implementing Software-as-a-Service (“SaaS:) business models, setting and changing strategies, optimizing SaaS metrics and other best-in-class business tactics, and identifying, monitoring and recruiting world-class talent;

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deep relationships with sellers, financing providers and target management teams; and

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experience negotiating transactions favorable to investors.

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Compelling growth prospects. We view growth as an important driver of value and will seek companies whose growth potential can generate meaningful upside.

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Large and growing markets. We will focus on investments in rapidly growing companies in industry segments that we believe demonstrate attractive long-term growth prospects and reasonable overall size or potential.

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Businesses with attractive unit economics and high operating leverage. We will seek to invest in companies that we believe possess not only established business models and sustainable competitive advantages, but also inherently attractive unit economics and other relevant SaaS operating metrics.

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Strong management teams. We will spend significant time assessing a company’s leadership and personnel and evaluating what we can do to augment and/or upgrade the team over time if needed.

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Opportunity for operational improvements. We will seek to identify businesses that are capital efficient and would benefit from our ability to drive improvements in the company’s processes, go-to-market strategy, product or service offering, sales and marketing efforts, geographical presence and/or leadership team.

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Differentiated products or services. We will evaluate metrics such as recurring revenues, product life cycle, cohort consistency, pricing per product or customer, cross-sell success and churn rates to focus on businesses whose products or services are differentiated or where we see an opportunity to create value by implementing best practices.

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Limited technology risk. We will seek to invest in companies that have established market-tested product or service offerings.

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Appropriate valuations. We will seek to be a disciplined and valuation-centric investor that will invest on terms that we believe provide significant upside potential with limited downside risk.

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subject us to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the particular industry in which we operate after our initial business combination; and

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cause us to depend on the marketing and sale of a single product or limited number of products or services.

Type of Transaction		Whether Stockholder Approval Is Required
Purchase of assets		No
Purchase of stock of target not involving a merger with the company		No
Merger of target into a subsidiary of the company		No
Merger of the company with a target		Yes

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we issue shares of Class A common stock that will be equal to or in excess of 20% of the number of shares of our Class A common stock then outstanding;

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any of our officers, directors or substantial security holders (as defined by the Nasdaq rules) has a 5% or greater interest, directly or indirectly, in the target business or assets to be acquired or otherwise, and the present or potential issuance of common stock could result in an increase in issued and outstanding common stock or voting power of 1% or more (or 5% or more if the related party involved is classified as such solely because such person is a substantial security holder); or

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the issuance or potential issuance of common stock will result in our undergoing a change of control.

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If we hold a stockholder vote to approve our initial business combination, we will, pursuant to our amended and restated certificate of incorporation: conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules, and

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file proxy materials with the SEC.

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conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers; and

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file tender offer documents with the SEC prior to completing our initial business combination, which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies.

Item 1A.

Risk Factors

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We have no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective.

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Our independent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a going concern, since we will cease all operations except for the purpose of liquidating if we are unable to complete an initial business combination by Extension Date;

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Past performance by our management team or their respective affiliates may not be indicative of future performance of an investment in us.

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Our public stockholders may not be afforded an opportunity to vote on our proposed initial business combination, and even if we hold a vote, holders of our founder shares will participate in such vote, which means we may complete our initial business combination even though a majority of our public stockholders do not support such a combination.

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If we seek stockholder approval of our initial business combination, our sponsor and members of our management team have agreed to vote in favor of such initial business combination, regardless of how our public stockholders vote.

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You will not have any rights or interests in funds from the trust account, except under certain limited circumstances. Therefore, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss.

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Nasdaq may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.

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The ability of our public stockholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into a business combination with a target.

   

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The ability of our public stockholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable business combination or optimize our capital structure.

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The ability of our public stockholders to exercise redemption rights with respect to a large number of our shares could increase the probability that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your shares.

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The requirement that we consummate an initial business combination by the Extension Date may give potential target businesses, including the Potential Target, leverage over us in negotiating a business combination and may limit the time we have in which to conduct due diligence on potential business combination targets, in particular as we approach our dissolution deadline, which could undermine our ability to complete our initial business combination on terms that would produce value for our stockholders.

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Our search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially adversely affected by the coronavirus (COVID-19) outbreak and the status of debt and equity markets.

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We may effect our initial business combination with a company located outside of the United States.

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We may not be able to consummate an initial business combination, including any potential business combination with the Potential Target, by the Extension Date, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate.

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If we seek stockholder approval of our initial business combination, our sponsor, initial stockholders, directors, executive officers and their affiliates may elect to purchase shares or public warrants from public stockholders, which may influence a vote on a proposed business combination and reduce the public “float” of our Class A common stock.

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If a stockholder fails to receive notice of our offer to redeem our public shares in connection with our initial business combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed.

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a limited availability of market quotations for our securities;

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reduced liquidity for our securities;

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a determination that our Class A common stock are a “penny stock” which will require brokers trading in our Class A common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;

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a limited amount of news and analyst coverage; and

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a decreased ability to issue additional securities or obtain additional financing in the future.

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costs and difficulties inherent in managing cross-border business operations;

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rules and regulations regarding currency redemption;

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complex corporate withholding taxes on individuals;

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laws governing the manner in which future business combinations may be effected;

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exchange listing and/or delisting requirements;

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tariffs and trade barriers;

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regulations related to customs and import/export matters;

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local or regional economic policies and market conditions;

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unexpected changes in regulatory requirements;

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longer payment cycles;

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tax issues, such as tax law changes and variations in tax laws as compared to the United States;

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currency fluctuations and exchange controls;

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rates of inflation;

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challenges in collecting accounts receivable;

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cultural and language differences;

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employment regulations;

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underdeveloped or unpredictable legal or regulatory systems;

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corruption;

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protection of intellectual property;

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social unrest, crime, strikes, riots and civil disturbances;

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regime changes and political upheaval;

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terrorist attacks, natural disasters and wars; and

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deterioration of political relations with the United States.

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may significantly dilute the equity interest of our investors, which dilution would increase if the anti-dilution provisions in the Class B common stock resulted in the issuance of Class A common stock on a greater than one-to-one basis upon conversion of the Class B common stock;

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may subordinate the rights of holders of Class A common stock if preference shares are issued with rights senior to those afforded our Class A common stock;

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could cause a change in control if a substantial number of Class A common stock are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors;

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may have the effect of delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person seeking to obtain control of us;

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may adversely affect prevailing market prices for our units, Class A common stock and/or warrants; and

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may not result in adjustment to the exercise price of our warrants.

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default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations;

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acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;

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our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand;

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our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding;

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our inability to pay dividends on our Class A common stock;

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using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our Class A common stock if declared, expenses, capital expenditures, acquisitions and other general corporate purposes;

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limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;

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increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and

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limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt.

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solely dependent upon the performance of a single business, property or asset; or

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dependent upon the development or market acceptance of a single or limited number of products, processes or services.

Item 1B.

Unresolved Staff Comments

Item 2.

Properties

Item 3.

Legal Proceedings

Item 4.

Mine Safety Disclosures

Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

(a)	Market Information

(b)

Holders

(c)

Dividends

(d)	Securities Authorized for Issuance Under Equity Compensation Plans

(e)	Performance Graph

(f)	Recent Sales of Unregistered Securities; Use of Proceeds from Registered Offerings.

(g)	Purchases of Equity Securities by the Issuer and Affiliated Purchasers

Item 6.

[Reserved]

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Item 7A.

Quantitative and Qualitative Disclosures about Market Risk

Item 8.

Financial Statements and Supplementary Data

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Item 9A.

Controls and Procedures.

Item 9B.

Other Information

Item 9C.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Item 10.

Directors, Executive Officers and Corporate Governance

Name		Age		Position
Matthew Safaii		43		Chief Executive Officer and Chairman of the Board
Thomas Olivier		55		President, Chief Financial Officer and Vice Chairman of the Board
Dixon Doll		80		Director
Will Semple		45		Director
Peter Kuper		53		Director

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the appointment, compensation, retention, replacement, and oversight of the work of the independent registered public accounting firm and any other independent registered public accounting firm engaged by us;

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pre-approving all audit and permitted non-audit services to be provided by the independent registered public accounting firm or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures;

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reviewing and discussing with the independent registered public accounting firm all relationships the auditors have with us in order to evaluate their continued independence;

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setting clear hiring policies for employees or former employees of the independent registered public accounting firm;

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setting clear policies for audit partner rotation in compliance with applicable laws and regulations;

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obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (i) the independent auditor’s internal quality-control procedures and (ii) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues;

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reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and

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reviewing with management, the independent registered public account firm and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities.

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reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation;

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reviewing and making recommendations to our board of directors with respect to the compensation, and any incentive compensation and equity based plans that are subject to board approval of all of our other officers;

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reviewing our executive compensation policies and plans;

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implementing and administering our incentive compensation equity-based remuneration plans;

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assisting management in complying with our proxy statement and annual report disclosure requirements;

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approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees;

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producing a report on executive compensation to be included in our annual proxy statement; and

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reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.

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reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation;

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reviewing and approving on an annual basis the compensation of all of our other officers;

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reviewing on an annual basis our executive compensation policies and plans;

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assisting management in complying with our proxy statement and annual report disclosure requirements;

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approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees;

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if required, producing a report on executive compensation to be included in our annual proxy statement; and

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reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.

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the corporation could financially undertake the opportunity;

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the opportunity is within the corporation’s line of business; and

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it would not be fair to our company and its stockholders for the opportunity not to be brought to the attention of the corporation.

Individual		Entity		Entity’s Business		Affiliation
Matthew Safaii		Arrowroot Capital Management, LLC		Investment Management		Managing Partner and Founder
		SnapLogic, Inc.		Cloud Computing		Director
		MedNet Solutions, Inc.		Healthcare Technology		Director
		Cygilant, Inc.		Cybersecurity Software		Director
		Zift Channel Solutions, Inc.		Marketing Software		Director
		SponsorHouse, Inc. (d/b/a Hookit)		Sponsorship Analytics		Director
		Leadspace Ltd.		Marketing Software		Director
		BryterCX Holdings, Inc.		CRM Software		Director
		Hammer Technologies Holdings Pty Limited		Risk Management Software		Director
		Clickatell Corp		IT Services and Consulting		Director
		Engage3, Inc.		IT Services and Consulting		Director
Thomas Olivier		Arrowroot Capital Management, LLC		Investment Management		Managing Director
		Brain Scientific Inc.		Medical Device and Software		Director
		Mad Mobile, Inc.		Hospitality Technology Solutions		Director
Dixon Doll		Roman DBDR Tech Acquisition Corp.		Special Purpose Acquisition Company		Senior Director
		Prime Impact Acquisition I		Special Purpose Acquisition Company		Director
		The Papal Foundation, University of San Francisco		Philanthropy		Director
		Asian Art Museum		Cultural Institution		Director
		Catholic Investment Services		Non-Profit Investment Management		Director
		San Francisco Opera Association		Cultural Institution		Director
		University of San Francisco Investment Committee		Non-Profit Investment Management		Chairman of Investment Committee
		Amadeus Capital		Venture Capital		Member, Investment Advisory Board
		Airlinq Inc.		Software Solutions		Director
		Playlist Media, Inc.		Music		Director
		CHNL Holdings, Inc.		Music		Director
Will Semple		eBAY SARL		E-Commerce		Director and Board Member
		Cygilant, Inc.		Cybersecurity Software		Advisor
Peter Kuper		HypAdvisor Consulting LLC		Technology Consulting		Managing Partner
		Actus Digital		Cybersecurity Software		Chairman
		jCyte, Inc.		Biotechnology		Senior Vice President of Finance and Information Technology

•

Our executive officers and directors are not required to, and will not, commit any specified period of time to our affairs, which may result in a conflict of interest in allocating their time between our operations and our search for a business combination and their other businesses. We do not intend to have any full-time employees prior to the completion of our initial business combination. Each of our executive officers is engaged in several other business endeavors for which he may be entitled to substantial compensation, and our executive officers are not obligated to contribute any specific number of hours per week to our affairs.

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In the course of their other business activities, our officers and directors may become aware of investment and business opportunities which may be appropriate for presentation to us as well as the other entities or clients of the other entities with which they are affiliated. Our management may have conflicts of interest in determining to which entity a particular business opportunity should be presented.

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Our initial stockholders and Peter Kuper have entered into agreements with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares and any public shares they hold in connection with the completion of our initial business combination. The other members of our management team have entered into agreements similar to the one entered into by our initial stockholders with respect to any public shares acquired by them in or after our initial public offering. Additionally, our initial stockholders have agreed to waive their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete our initial business combination within the prescribed time frame or any extended period of time that we may have to consummate an initial business combination as a result of an amendment to our amended and restated certificate of incorporation. If we do not complete our initial business combination within the prescribed time frame, the private placement warrants will expire worthless. Furthermore, our initial stockholders have agreed not to transfer, assign or sell any of their founder shares until the earlier to occur of: (i) one year after the completion of our initial business combination and (ii) the date following the completion of our initial business combination on which we complete a liquidation, merger, capital stock exchange or other similar transaction that results in all of our stockholders having the right to exchange their common stock for cash, securities or other property. Notwithstanding the foregoing, if the closing price of our Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, the founder shares will be released from the lockup. Subject to certain limited exceptions, the private placement warrants will not be transferable until 30 days following the completion of our initial business combination. Because each of our executive officers and director nominees will own common stock or warrants directly or indirectly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination.

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Our officers and directors may sponsor, form or participate in other blank check companies similar to ours during the period in which we are seeking an initial business combination.

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Our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination.

Item 11.

Executive Compensation

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

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each person known by us to be the beneficial owner of more than 5% of our issued and outstanding common stock;

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each of our executive officers and directors that beneficially owns our common stock; and

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all our executive officers and directors as a group.

		Class B Common stock								Class A Common stock
Name of Beneficial Owners(1)		Number of Shares Beneficially Owned(2)				Approximate Percentage of Class				Number of Shares Beneficially Owned				Approximate Percentage of Class				Approximate Percentage of Voting Control
Arrowroot Acquisition LLC (our sponsor) (our sponsor)(2)			7,067,500				98.33	%			—				—				19.67	%
Matthew Safaii(3)			7,067,500				98.33	%			—				—				19.67	%
Thomas Olivier(3)			7,067,500				98.33	%			—				—				19.67	%
Dixon Doll			40,000				*				—				—				*
Will Semple			40,000				*				—				—				*
Peter Kuper			—				—				—				—				—
All officers and directors as a group (five individuals)			7,187,500				99.44	%			—				—				19.78	%
Five Percent Holders
Saba Capital Management, L.P.(4)			—								1,595,486				5.55	%			4.44	%
HGC Investment Management Inc.(5)			—								1,683,927				5.86	%			4.69	%
Polar Asset Management Partners Inc.(6)											1,451,993				5.05	%			4.04	%

(1)	Unless otherwise noted, the business address of each of officer and director beneficial stockholders is 4553 Glencoe Ave, Suite 200, Marina Del Rey, CA 90292.

(2)

The shares reported herein are held in the name of our sponsor. Our sponsor is governed by two managers, Matthew Safaii and Thomas Olivier. As such, Matthew Safaii and Thomas Olivier have voting and investment discretion with respect to the Class B common stock held of record by our sponsor and may be deemed to have shared beneficial ownership of the Class B common stock held directly by our sponsor.

(3)	Does not include any shares indirectly owned by this individual as a result of his ownership interest in our sponsor.

(4)	Based solely on Schedule 13G/A jointly filed with the SEC on February 14, 2023 by Saba Capital Management, L.P., Saba Capital Management GP, LLC and  Boaz R. Weinstein (“Saba Capital”). The address for Saba Capital is 405 Lexington Avenue, 58th Floor, New York, New York 10174.

(5)

Based solely on Schedule 13G filed with the SEC on February 14, 2023 by HGC Investment Management Inc. (“HGC IM”). HGC IM serves as the investment manager to and holds the shares of Class A common stock on behalf of The HGC Fund LP. The address for HGC IM is 1073 Yonge Street, 2nd Floor, Toronto, Ontario M4W 2L2, Canada.

(6)

Based solely on Schedule 13G filed with the SEC on February 9, 2023 by Polar Asset Management Partners Inc. (“Polar”). HGC IM serves as the investment manager to and holds the shares of Class A common stock on behalf of Polar Multi-Strategy Master Fund. The address for Polar is 16 York Street, Suite 2900, Toronto, ON, Canada M5J 0E6.

Item 13.

Certain Relationships and Related Transactions, and Director Independence

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Payment to our sponsor of $20,000 per month for office space, secretarial and administrative services provided to members of our management team;

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Reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial business combination; and

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Repayment of non-interest bearing loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination. Up to $1,500,000 of such loans may be convertible into warrants of the post-business combination entity at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the private placement warrants. Except for the foregoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. Our audit committee will review on a quarterly basis all payments that were made to our sponsor, officers or directors, or our or their affiliates.

(a)

The following documents are filed as part of this Form 10-K:

(1)

Financial Statements:

	Page
Report of Independent Registered Public Accounting Firm	F-2
Balance Sheets	F-3
Statements of Operations	F-4
Statements of Changes in Stockholders’ Deficit	F-5
Statements of Cash Flows	F-6
Notes to Financial Statements	F-7

(2)

Financial Statement Schedules:

(3)

Exhibits

Exhibit No.		Description
3.1		Amended and Restated Certificate of Incorporation.(1)
3.2		Amendment to Amended and Restated Certificate of Incorporation(5)
3.3		Bylaws.(2)
4.1		Specimen Unit Certificate.(2)
4.2		Specimen Class A Common Stock Certificate.(2)
4.3		Specimen Warrant Certificate.(2)
4.4		Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.(1)
4.5*		Description of Registrant’s Securities
10.1		Letter Agreement among the Registrant, the Sponsor and each of the executive officers and directors of the Registrant.
10.2		Investment Management Trust Agreement between the Sponsor and the Registrant.(1)
10.3		Registration Rights Agreement among the Registrant, the Sponsor and the Holders signatory thereto.(1)
10.4		Private Placement Warrants Purchase Agreement between the Registrant and the Sponsor.(1)
10.5		Indemnity Agreement.(1)
10.6		First Promissory Note issued to the Sponsor, dated December 21, 2020.(2)
10.7		Convertible Promissory Note issued to the Sponsor, dated December 29, 2021.(3)
10.8		Promissory Note issued to the Sponsor, dated February 23, 2023.(4)
10.9		Securities Subscription Agreement between the Registrant and the Sponsor.(2)
10.10		Form of Administrative Services Agreement between the Registrant and the Sponsor.(2)
14.1		Code of Ethics(2)
24.1		Power of Attorney (Included under signatures)
31.1*		Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002.
31.2*		Certification of the Principal Financial and Accounting Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002.

Exhibit No.

Description

*	Filed herewith.

**	Furnished herewith.

(1)	Previously filed as an exhibit to our Current Report on Form 8-K filed on March 5, 2021 and incorporated by reference herein.

(2)	Incorporated by reference to the registrant’s Form S-1, filed with the SEC on February 24, 2021.

(3)	Previously filed as an exhibit to our Current Report on Form 8-K filed on December 30, 2021 and incorporated by reference herein.

(4)	Previously filed as an exhibit to our Current Report on Form 8-K filed on February 23, 2023 and incorporated by reference herein.

Item 16.

Form 10-K Summary

March 31, 2023
	ARROWROOT ACQUISITION CORP.
	/s/ Matthew Safaii
	Name: Matthew Safaii
	Title: Chief Executive Officer

Name		Position		Date
/s/ Matthew Safaii		Chief Executive Officer		March 31, 2023
Matthew Safaii		(Principal Executive Officer)
/s/ Thomas Olivier		President and Chief Financial Officer		March 31, 2023
Thomas Olivier		(Principal Financial and Accounting Officer)
/s/ Dixon Doll		Director		March 31, 2023
Dixon Doll
/s/ Will Semple		Director		March 31, 2023
Will Semple
/s/ Peter Kuper		Director		March 31, 2023
Peter Kuper