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    Goodwin Procter LLP

    100 Northern Avenue

    Boston, MA 02210

    goodwinlaw.com

    +1 617 570 1000

November 6, 2023

BY EDGAR

Division of Corporation Finance

Office of Technology

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549-3628

    Attention:
    Amanda Kim

    Stephen Krikorian

    Charli Gibbs-Tabler

    Jan Woo

    Re:
    Arrowroot Acquisition Corp.

    Registration Statement on Form S-4

    Filed September 5, 2023

    File No. 333-274333

Ladies and Gentlemen:

This letter (this “Response
Letter”) is submitted on behalf of Arrowroot Acquisition Corp. (the “Company”) in response to
comments from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange
Commission (the “Commission”) in a letter dated October 5, 2023 (the “Comment Letter”)
with respect to the above-referenced Registration Statement on Form S-4 initially filed on September 5, 2023 (the “Registration
Statement”). The Company is concurrently submitting Amendment No. 1 to the Registration Statement (the “Amendment
No. 1”), which includes changes in response to certain of the Staff’s comments.

For your convenience, the
Staff’s numbered comments set forth in the Comment Letter have been reproduced in bold with responses immediately following each
comment. Unless otherwise indicated, page references in the descriptions of the Staff’s comments refer to the Registration Statement,
and page references in the responses below refer to Amendment No. 1. Defined terms used herein but not otherwise defined herein have
the meanings given to them in Amendment No. 1.

The responses provided herein
are based upon information provided to Goodwin Procter LLP by the Company.

Page 2

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.

Response: The Company respectfully acknowledges the Staff’s
comment and advises the Staff that it has revised the disclosure on pages 65 and 206 of Amendment No. 1 in response to the Staff’s
comment.

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.

Response: The Company respectfully acknowledges the Staff’s
comment and advises the Staff that it has revised the disclosure on page 102 of Amendment No. 1 in response to the Staff’s comment.

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.

Response: The Company respectfully acknowledges the
Staff’s comment and advises the Staff that it has revised the disclosure on pages 112 and 113 of Amendment No. 1 in response
to the Staff’s comment.

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.

Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that the debt agreement is still being negotiated. Further,
the Company intends to file the debt agreement as an exhibit to the Registration Statement and revise the disclosure to include a discussion of its material terms when the debt agreement is executed.

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.

Response: The Company respectfully acknowledges the
Staff’s comment and advises the Staff that it has revised the disclosure on page 137 of Amendment No. 1 in response to the Staff’s
comment.

Page 3

 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.

Response: The Company respectfully acknowledges the
Staff’s comment and advises the Staff that it has revised the disclosure on pages 195 and 196 of Amendment No. 1 in
response to the Staff’s comment.

 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”.

Response: The Company respectfully acknowledges the
Staff’s comment and advises the Staff that it has revised the disclosure on page 135 of Amendment No. 1 in response to the Staff’s
comment. The Company determined that iLearningEngines has “limited technology risk” because the iLearningEngines platform
is an established, market-tested product offering. In addition, iLearningEngines has identified alternative product use cases, and demonstrated
strength in infrastructure planning and business case identification.

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.

Response: In response to the Staff’s comment,
the Company respectfully advises the Staff that the Company does not believe that the U.S. federal income tax consequences of the Business
Combination are material to the Company or Public Stockholders because the Business Combination does not affect the tax position of the
Public Stockholders in any way, regardless of the U.S. federal income tax treatment of the Business Combination.

Whether the transactions described in the Merger Agreement
qualify or fail to qualify as a “reorganization” within the meaning of Section 368(a) of the Code does not impact the Public
Stockholders’ decision to approve, or not approve, the Business Combination, to exercise their redemption rights, or to purchase
or sell Arrowroot Class A Common Stock (or, following the consummation of the Business Combination, New iLearningEngines Common Stock)
because qualification as a “reorganization” under Section 368(a) of the Code does not have any impact on the Company or the
Public Stockholders. The Merger Agreement does not contemplate existing Public Stockholders exchanging their Arrowroot Class A Common
Stock for shares in any other entity; since Public Stockholders simply retain their existing shares of Arrowroot Class A Common
Stock, there is no taxable event for them regardless of whether or not Section 368(a) of the Code is applicable to other parties.

Page 4

The only parties affected by the qualification of the Business
Combination as a “reorganization” under Section 368(a) of the Code are iLearningEngines stockholders. However, the iLearningEngines
stockholders are not voting at the special meeting and the Registration Statement is not soliciting their consent to the transactions.
Instead, as promptly as practicable after the Registration Statement is declared effective under the Securities Act, iLearningEngines
will disseminate to iLearningEngines stockholders an information statement containing all information required to be delivered under
Delaware law, including a description of the material terms of the Business Combination, Merger Agreement and related ancillary documents
as well as the appraisal rights available under Delaware law, for purposes of soliciting such iLearningEngines stockholders’ consent
to adopt the Merger Agreement and approve the Business Combination. The information statement will also contain information with respect
to the qualification of the Business Combination as a “reorganization” within the meaning of Section 368(a) of the Code.
In connection with their consideration of the Business Combination, and based on their review of the information statement, the iLearningEngines
stockholders can seek advice from their own tax advisors and will be responsible for paying their own taxes, if any, that result from
the Business Combination. The Company and its stockholders are not required to indemnify the iLearningEngines stockholders for such taxes,
if any.

Accordingly, the qualification of the Business Combination
as a “reorganization” under Section 368(a) of the Code is irrelevant to Public Stockholders’ decision of whether or
not to approve the Business Combination or exercise their redemption rights, and iLearningEngines stockholders will be provided with
the information required under Delaware law, including with respect to the qualification of the Business Combination as a “reorganization”
under Section 368(a) of the Code, through their receipt of an information statement in connection with the solicitation of their consent
to approve the Business Combination and adopt the Merger Agreement.

For the reasons stated above, pursuant to Item 601(b)(8)
of Regulation S-K, Section III.A.2 of Staff Legal Bulletin No. 19 and Items 3(k) and 4(a)(6) of Form S-4, the Company respectfully submits
that the Registration Statement does not require a tax opinion of counsel supporting the intended tax treatment of the Business Combination
as a “reorganization” under Section 368(a) of the Code.

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.

Response: The Company respectfully acknowledges the
Staff’s comment and advises the Staff that iLearningEngines considers its ability to add new customers and increase the usage of existing customers to be key drivers of its future
revenue growth. Accordingly, the Company has provided various metrics to help investors understand and evaluate key indicators of iLearningEngines’
financial condition and operating performance, including Annual Recurring Revenue and Net Dollar Retention. The Annual Recurring Revenue
metric, which measures the annualized recurring value of all active maintenance and support contracts at the end of a reporting period, helps provide information as to the performance of iLearningEngines’ recurring
subscription revenue base and impact of revenues from existing customers. The Net Dollar Retention metric, which measures iLearningEngines’
ability to retain and expand revenue from existing customers, helps provide information regarding the level of usage of iLearningEngines’
solutions from existing customers.

Further, in response to the
Staff’s comment, the Company has revised the disclosure on pages 201 and 202 of Amendment No. 1 to further clarify how
iLearningEngines defines the customers which it serves and to include disclosure regarding the number contracted customers and
licensed users iLearningEngines had as of June 30, 2023 and December 31, 2022 and 2021.

The Company believes
that the above metrics, which in some cases also represent key internal metrics used by iLearningEngines’ to assess its operations,
provide investors with material information necessary for an understanding of iLearningEngines’ business. The above metrics also
enable investors to perform additional analysis, if they wish, beyond the specific metrics referenced above.

Page 5

 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 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.

Response: The Company respectfully acknowledges the
Staff’s comment and advises the staff that the Company has revised disclosure throughout the Registration Statement, including
page 51, to make clear that iLearningEngines relies in part on its channel partners to generate sales to its end customers and
in certain instances also derives revenue directly from channel partners that are also value-added resellers (“VARs”).
VARs develop solutions leveraging iLearningEngines’ platform which they then sell directly to their own customers.
iLearningEngines then includes the VAR’s customers in its count of iLearningEngines’ enterprise end customers. The top
five customers listed are VARs that are iLearningEngines customers where iLearningEngines has entered into contracts with the VAR.
Two of these VARs also acted as channel partners for iLearningEngines as of December 31, 2022.

The Company further respectfully advises
the Staff that iLearningEngines believes disclosure of the identity of its channel partners would cause irreparable harm to iLearningEngines
and that this information is not material to investors’ understanding of iLearningEngines’ relationships with its channel
partners or customers. iLearningEngines believes that identifying its channel partners would permit iLearningEngines’ competitors
to jeopardize iLearningEngines’ ongoing relationship with its channel partners, which would harm investors. iLearningEngines’
channel partners, generally, are not well known to the investing public and disclosure of t