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CORRESP
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  Goodwin
                         Procter LLP

100 Northern
Avenue

Boston, MA 02210

goodwinlaw.com

+1 617 570
1000

January 5,
2024

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

Originally
Filed September 5, 2023

Amendment
No. 2 to Registration Statement on Form S-4

Filed
December 7, 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 December 22, 2023 (the “Comment Letter”)
with respect to the above-referenced Registration Statement on Form S-4 initially filed on September 5, 2023 (as amended to date, the
“Registration Statement”). The Company expects to submit Amendment No. 3 to the Registration Statement
(the “Amendment No. 3”) after the Staff indicates that their evaluation is complete with respect to Comment
2 in the Comment Letter, which is expected to include 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. Defined terms used herein but not otherwise defined herein have the meanings given to them in the Registration Statement.

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

Page 2

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.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on pages
13, 29, 66 and 67 of Amendment No. 3 to note that the Company has not yet obtained financing to meet the Minimum Cash Condition and
that the Company will file a supplement to the proxy statement/prospectus (“Supplement”) to disclose the
terms thereof (including any participation by Sponsors, directors and officers or their affiliates) if such financing is obtained
between the date of the definitive proxy statement and the date of the special meeting. If the parties waive or reduce the Minimum
Cash Condition, the Company will file a Supplement disclosing such waiver or reduction.

 2. We
                                            note your response to prior comment no. 6 and continue to evaluate your revenue recognition
                                            policy. We may have further comments.

Response:
The Company respectfully acknowledges the Staff’s comment.

If
you have any questions or would like further information concerning the Company’s responses to your Comment Letter, please do not
hesitate to contact me at jmutkoski@goodwinlaw.com or (617) 570-1073.

    Sincerely,

    /s/
    John M. Mutkoski

    John M. Mutkoski,
    Esq.

    CC:
    Matthew Safaii, Chief
    Executive Officer

    Arrowroot Acquisition Corp.

  Jocelyn M. Arel

  Justin S. Anslow

  Wei Xu

  Goodwin Procter LLP

  Eric Blanchard

  Josh Holleman

  Daniel Peale

  David Silverman

  Cooley LLP