SEC Comment Letter 0000000000-23-014017 to iLearningEngines, Inc. (AILE, AILEW) (CIK 0001835972)
iLearningEngines, Inc. (AILE, AILEW) (CIK 0001835972)
Date: Dec. 22, 2023 · CIK: 0001835972 · Accession: 0000000000-23-014017
AI Filing Summary & Sentiment
File numbers found in text: 333-274333
Letter
United States securities and exchange commission logo December 22, 2023 Matthew Safaii Chief Executive Officer Arrowroot Acquisition Corp. 4553 Glencoe Ave Suite 200 Marina Del Rey, CA 90292 Re:Arrowroot Acquisition Corp. Amendment No. 2 to Registration Statement on Form S-4 Filed December 7, 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 November 29, 2023 letter. Amendment No. 2 to the Registration Statement on Form S-4 Unaudited Pro Forma Condensed Combined Financial Information The PIPE Investment, page 108 1.Please highlight material differences in the terms and price of securities issued at the time of the IPO as compared to private placements contemplated at the time of the business combination. Disclose if the Sponsors, directors and officers or their affiliates will participate in the private placement.
FirstName LastNameMatthew Safaii Comapany NameArrowroot Acquisition Corp. December 22, 2023 Page 2 FirstName LastName Matthew Safaii Arrowroot Acquisition Corp. December 22, 2023 Page 2 Notes to Consolidated Financial Statements Revenue Recognition, page F-14 2.We note your response to prior comment no. 6 and continue to evaluate your revenue recognition policy. We may have further comments. 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
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United States securities and exchange commission logo
December 22, 2023
Matthew Safaii
Chief Executive Officer
Arrowroot Acquisition Corp.
4553 Glencoe Ave
Suite 200
Marina Del Rey, CA 90292
Re:Arrowroot Acquisition Corp.
Amendment No. 2 to Registration Statement on Form S-4
Filed December 7, 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 November 29, 2023 letter.
Amendment No. 2 to the Registration Statement on Form S-4
Unaudited Pro Forma Condensed Combined Financial Information
The PIPE Investment, page 108
1.Please highlight material differences in the terms and price of securities issued at the time
of the IPO as compared to private placements contemplated at the time of the business
combination. Disclose if the Sponsors, directors and officers or their affiliates will
participate in the private placement.
FirstName LastNameMatthew Safaii
Comapany NameArrowroot Acquisition Corp.
December 22, 2023 Page 2
FirstName LastName
Matthew Safaii
Arrowroot Acquisition Corp.
December 22, 2023
Page 2
Notes to Consolidated Financial Statements
Revenue Recognition, page F-14
2.We note your response to prior comment no. 6 and continue to evaluate your revenue
recognition policy. We may have further comments.
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