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October 5, 2023
Matthew Safaii
Chief Executive Officer
Arrowroot Acquisition Corp.
4553 Glencoe Ave
Suite 200
Marina Del Rey, CA 90292
Re:Arrowroot Acquisition Corp.
Registration Statement on Form S-4
Filed September 5, 2023
File No. 333-274333
Dear Matthew Safaii:
            We have reviewed your registration statement and have the following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form S-4
Our current operations are international in scope..., page 65
1.You indicate that most of your full-time employees were located outside of the
United States.  Please disclose the location of your employees.
Risk Factors
To mitigate the risk that we might be deemed to be an investment company..., page 102
2.In connection with Extension Proposal, we note that you disclosed that the company
would liquidate the U.S. government treasury obligations or money market funds held in
the Trust Account and thereafter maintain the funds in the trust account in cash.  Please
disclose the date on which the funds in the trust account were converted to cash.

 FirstName LastNameMatthew Safaii
 Comapany NameArrowroot Acquisition Corp.
 October 5, 2023 Page 2
 FirstName LastName
Matthew Safaii
Arrowroot Acquisition Corp.
October 5, 2023
Page 2
Unaudited Pro Forma Condensed Combined Statement of Operations, page 111
3.Please present the historical basic and diluted per share amounts based on continuing
operations attributable to the controlling interests and the number of shares used to
calculate such per share amounts on the face of the pro forma condensed statement of
operations. Refer to Rule 11-02(a)(9)(i) of Regulation S-X.
Note 3. Adjustments to Unaudited Pro Forma Condensed Combined Financial Information, page
115
4.You disclose an adjustment reflecting the expected cash proceeds from Debt Financing of
$110.0 million. Given the significant amount of Debt Financing, please disclose any
material terms and financial covenants of the debt agreement.
Arrowroot Board's Reasons for the Approval of the Business Combination, page 137
5.Please revise to define the terms "artificial intelligence" and "machine learning" in the
context of your business.
6.Please expand your disclosure to explain how you developed and validated your artificial
intelligence and machine learning algorithm(s). Please describe the frequency with which
validation occurs and how long the model has been commercialized.
7.You stated that limited technology risk is one of the main criteria for evaluating targets.
With a view towards expanded disclosure, please explain how iLearningEngines, an
artificial intelligence-based company was determined to have “limited technology risk”.
Material U.S. Federal Income Tax Considerations of the Redemption and the Business
Combination, page 172
8.We note the merger agreement indicates that the parties intend for the merger to qualify as
a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code for
U.S. federal income tax purposes.  Please revise to clarify the tax consequences of the
merger to investors and file a tax opinion. For guidance, please refer to Staff Legal
Bulletin No. 19.
iLearningEngines Management's Discussion and Analysis of Financial Condition and Results of
Operations
Key Performance Metrics, page 219
9.You disclose that you serve more than 1,000 distinct customers, or logos, with over 4
million licensed users across a variety of industry verticals. Please tell us what
consideration was given in disclosing the number of customers for the periods presented
by new and existing customers. Refer to SEC Release No. 33-10751.
10.We note that you generated a substantial portion of your revenue from four major
customers but also note your disclosure that you derive a substantial portion of your

 FirstName LastNameMatthew Safaii
 Comapany NameArrowroot Acquisition Corp.
 October 5, 2023 Page 3
 FirstName LastName
Matthew Safaii
Arrowroot Acquisition Corp.
October 5, 2023
Page 3
revenues and ARR from sales to your top four channel partners. Please define the term
"customer" and clarify whether these significant customers are separate from your
relationship with the channel partners. Please identify your customers and channel
partners and discuss the material terms of agreements with them,  including the term and
termination provisions. Refer to Item 101(h)(4)(vi) of Regulation S-K.
11.We note your disclosure of the Net Dollar Retention (“NDR”) is an operational
performance measure that you use to assess your client retention and its dollar impact on
your business. Please clarify how this metric measures retention when the calculation is
based on "the same clients in the previous year". That is, please clarify if this metric
excludes prior year customers that were not retained in the current year. If so, please
clarify your disclosure to highlight that this metric is based on your results for only those
customers that you retained from the prior year.
12.We note that the net dollar retention rate has been declining from 146% in 2021 to 119%
in 2022 to 106% for the six months ended June 30, 2023.  Please discuss the material
factors that have caused in the fluctuations in the net dollar retention rate over these
periods.
13.Please describe the nature of the components that are included in the transaction costs line
item within your adjusted EBITDA calculation. We note your footnote that indicates that
such amounts "represents one-time transaction-related expenses".  Please clarify how each
component is not a normal, recurring, cash operating expenses necessary to operate your
business.
Results of Operations, page 223
14.On both pages F-15 and F-40, you include tables for revenue disaggregated by geographic
region that appear to indicate there are material changes. Please tell us what consideration
was given in providing a quantitative and qualitative discussion and analysis of the
changes by geographic region that would be considered material to an understanding of
your results of operations. Refer to Item 303(b) of Regulation S-K.
Comparison of Six Months Ended June 30, 2023 and 2022, page 224
15.You disclose that revenue increased due to ten new contracts while cost of revenue
increased due to fourteen new contracts. Please revise or advise.

 FirstName LastNameMatthew Safaii
 Comapany NameArrowroot Acquisition Corp.
 October 5, 2023 Page 4
 FirstName LastName
Matthew Safaii
Arrowroot Acquisition Corp.
October 5, 2023
Page 4
Notes to Consolidated Financial Statements
2. Summary of Significant Accounting Policies
Common Share Valuations, page F-13
16.You disclose that the fair value of the Company’s common shares has been determined by
a third-party valuation firm, with input from management. Please tell us what
consideration you gave to Question 141.02 of the Compliance and Disclosure
Interpretations: Securities Act Sections updated on November 13, 2020.
Revenue Recognition, page F-14
17.You disclose that "Combined software license and maintenance revenues are primarily
comprised of software license fees that give customers the right to access the software,
along with providing related support and updates over the license term".  Please tell us
how you considered ASC 606-10-55-54(a) in determining whether a software license is
present in these arrangements.  If a software license is present, please provide us with a
detailed analysis that supports your conclusion that the software license and maintenance
promises are not distinct.  Refer to ASC 606-10-25-19 to 25-21.
18.You disclose that "In determining the SSP of implementation services, the Company
estimates the cost of providing the services and adds a reasonable margin".  Please tell us
and disclose how you determine SSP for the combined software license and maintenance
performance obligation.  In this regard, please ensure that your disclosures comply with
ASC 606-10-50-20.
19.Please clarify whether your Technology Partner qualifies as a customer under ASC 606.
That is, tell us whether the Technology Partner or the end user is your customer.  In this
regard, we note your statements that "the Technology Partner purchases and resells the
Company’s platform to end-users" and "the Technology Partner provides services to the
end customer and also facilitates collection of consideration payable under the
contract". Lastly, please clarify your statement "For sales in which the Technology Partner
acts as the end customer, consideration payable under the contract is presented within
accounts receivable on the consolidated balance sheets".  Explain what is meant by "acts
as the end customer".
20.You disclose that the "Contract asset balances represent amounts for which the Company
has recognized revenue" for which you have an unconditional right to payment.  Please
clarify whether these amounts represent a receivable. Refer to ASC 606-10-45-3 which
refers to contract assets as excluding any amounts presented as a receivable. Refer to
paragraph BC325 of ASU 2014-09.

 FirstName LastNameMatthew Safaii
 Comapany NameArrowroot Acquisition Corp.
 October 5, 2023 Page 5
 FirstName LastName
Matthew Safaii
Arrowroot Acquisition Corp.
October 5, 2023
Page 5
5. Technology Partner, page F-20
21.Please confirm whether the Technology Partner is a related party.  Refer to ASC 850-10-
50.  Please tell us whether the Technology Partner holds a financial interest in you.  If so,
clarify whether that interest represents a controlling financial interest in you.
22.Please tell us and disclose the amounts for each cost of services provided by the
Technology Partner that are being netted against collections.  Consider providing a table
that summarizes the expenses incurred by the Technology Partner that are presented
within cost of revenue, selling, general and administrative expense, and research and
development expense on the consolidated statements of operations.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Amanda Kim at 202-551-3241 or Stephen Krikorian at 202-551-3488 if
you have questions regarding comments on the financial statements and related matters. Please
contact Charli Gibbs-Tabler at 202-551-6388 or Jan Woo at 202-551-3453 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Justin Anslow