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November 29, 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 November 6, 2023
File No. 333-274333
Dear Matthew Safaii:
            We have reviewed your amended 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. Unless we note otherwise,
any references to prior comments are to comments in our October 5, 2023 letter.
Amendment No. 1 to Registration Statement on Form S-4
Customers, page 201
1.You have defined and disclosed the number of contracted customers and licensed users for
the periods presented, as well as defined enterprise end customers. Please disclose the
number of enterprise end customers for the periods presented.

 FirstName LastNameMatthew Safaii
 Comapany NameArrowroot Acquisition Corp.
 November 29, 2023 Page 2
 FirstName LastName
Matthew Safaii
Arrowroot Acquisition Corp.
November 29, 2023
Page 2
iLearningEngines Management's Discussion and Analysis of Financial Condition and Results of
Operations
Key Performance Metrics, page 220
2.Your response to prior comment 9 explains that Annual Recurring Revenue and Net
Dollar Retention helps provide information as to the performance of iLearningEngines’
recurring subscription revenue base and impact of revenues from existing customers.
However, your disclosure on page 221 explains that the ability to attract and engage new
customers is also one of the key factors affecting your performance. In light of this
disclosure, 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.
3.Your response to prior comment 11 and revisions to the disclosures on page 220 explain
that you do not exclude prior year contracted customers that were not retained in the
current year. However, your response to prior comment 9 explains that Net Dollar
Retention helps provide information as to the performance of iLearningEngines’ recurring
subscription revenue base and impact of revenues from existing customers. Please tell us
how including prior year contracted customers that were not retained in the current year
provides useful information on existing customers given that those customers have not
been retained.
Comparison of Six Months Ended June 30, 2023 and 2022, page 225
4.In response to prior comment 15, you have revised your disclosure to state that revenue
increased due to thirteen new contracts. However, your disclosure continues to state that
the cost of revenue increased due to fourteen new contracts. Please revise or advise.
Notes to Consolidated Financial Statements
Combined software license and maintenance, page F-15
5.Your response to prior comment 18 states that you determine SSP for the combined
software license and maintenance performance obligation using the residual approach
because iLearningEngines sells the iLearningEngines AI platform and related
maintenance services to different customers for a broad range of amounts, such that there
is not a discernible standalone selling price from past transactions. Please provide a
comprehensive, quantitative discussion of such variability to support your conclusion. As
part of your response, please quantify the amount of revenue recognized for where the
residual method is used. Refer to ASC 606-10-32-34.

 FirstName LastNameMatthew Safaii
 Comapany NameArrowroot Acquisition Corp.
 November 29, 2023 Page 3
 FirstName LastName
Matthew Safaii
Arrowroot Acquisition Corp.
November 29, 2023
Page 3
6.We note that in your response to prior comment 19 you explain that in some cases the
Technology Partner is your customer. Please clarify whether you will provide the
maintenance services to the Technology Partner in these arrangements. In this regard,
indicate whether the Technology Partner also purchases support services. If so, clarify
whether your employees are providing that service. In cases where the end user is the
customer, explain how you considered whether Technology Partner is the principal in
providing the support services to the customers. In this regard, we note that substantially
all the cost of revenue and operating expenses represents reimbursements to the
Technology Partner.
5. Technology Partner, page F-40
7.We note that on page 65, you disclose that as of August 2023, [you] had 92 full-
time employees and 407 contract employees globally.  Please clarify whether the contract
employees are provided by the Technology Partner.  Please describe their function and
clarify how their compensation is reported in your Consolidated Statements of Operations.
            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