iLearningEngines (AILEQ) Form 3/A Arrowroot Acquisition / Matthew Safaii ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Safaii Matthew

(Last) (First) (Middle)

C/O ARROWROOT ACQUISITION CORP.

4553 GLENCOE AVE, SUITE 200

(Street)

MARINA DEL RAY CA 90292

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/01/2021

3. Issuer Name and Ticker or Trading Symbol
Arrowroot Acquisition Corp. [ ARRW ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
Chief Executive Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)
03/01/2021

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B ordinary shares	(1)	(1)	Class A ordinary shares	7,067,500	(1)	I	By Arrowroot Acquisition LLC(2)

Explanation of Responses:

1. As described in the issuer's registration statement on Form S-1 (File No. 333-252997) under the heading "Description of Securities", the Class B ordinary shares, par value $0.0001 per share, will automatically convert into Class A ordinary shares, par value $0.0001 per share, of the issuer at the time of the issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for share splits, share capitalizations, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date.

2. The securities reported herein are held by Arrowroot Acquisition LLC (the "Sponsor"). The reporting person is a manager of the Sponsor, and as such has voting and investment discretion with respect to the securities held by the Sponsor and may be deemed to have beneficial ownership of the securities held directly by the Sponsor. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.

Remarks:

This Form 3/A is being filed to amend the Form 3 filed with the Securities and Exchange Commission on March 1, 2021 (the "Prior Form 3"). The Prior Form 3 did not include 937,500 Class B ordinary shares that were subject to forfeiture to the extent the underwriters' of the issuer's initial public offering did not exercise their overallotment option. The total number of Class B ordinary shares outstanding was 7,067,500, instead of the previously reported 6,130,000. Subsequent to filing of the Prior Form 3, on March 4, 2021, the underwriters exercised in full their overallotment option and, accordingly, none of the 7,067,500 Class B ordinary shares were forfeited or remained subject to forfeiture.

	/s/ Peter Byrne, Attorney-in-Fact	02/08/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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