Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement or a Registrant.
As disclosed in the definitive proxy statement filed by Arrowroot Acquisition
Corp., a Delaware corporation ("Arrowroot") with the Securities and Exchange
Commission (the "SEC") on February 13, 2023 (the "Extension Proxy Statement"),
relating to the special meeting of stockholders (the "Special Meeting"),
Arrowroot Acquisition LLC, a Delaware limited liability company (the "Sponsor"),
agreed that if the Extension Proposal (as defined below) was approved and the
Charter Amendment (as defined below) became effective, it or one or more of its
affiliates, members or third-party designees (the "Lender") will contribute to
Arrowroot as a loan, within five (5) business days after the date of the Special
Meeting, the lesser of (a) $640,000 or (b) $0.16 for each share of Class A
common stock that is not redeemed in connection with the Special Meeting to be
deposited into the trust account established in connection with Arrowroot's
initial public offering (the "Trust Account"). In addition, in the event
Arrowroot does not consummate an initial business combination by the Charter
Extension Date (as defined below) and the Sponsor requests monthly extensions
following the Charter Extension Date, the Lender will contribute to Arrowroot as
a loan the lesser of (a) $160,000 or (b) $0.04 for each share of Class A common
stock that is not redeemed in connection with the Special Meeting for each such
monthly extension, for an aggregate deposit of up to the lesser of (x)
$1,120,000 or (y) $0.28 for each share of Class A common stock that is not
redeemed in connection with the Special Meeting to be deposited into the Trust
Account for each of the seven one-month extensions following the Charter
Extension Date.
On February 28, 2023, the stockholders of Arrowroot approved the Extension
Proposal (as defined below) at the Special Meeting (as described in Item 5.07 of
this Current Report on Form 8-K). Accordingly, on March 6, 2023, Arrowroot
issued an unsecured promissory note in the principal amount of up to $1,760,000
(the "Note") to the Sponsor. The Note does not bear interest and matures upon
closing of Arrowroot's initial business combination (a "Business Combination").
In the event that Arrowroot does not consummate a Business Combination, the Note
will be repaid only from funds held outside of the Trust Account or will be
forfeited, eliminated or otherwise forgiven. Within five (5) business days after
the date of the Special Meeting, the proceeds of the Note will be deposited in
the Trust Account in connection with the Charter Amendment (as defined below).
The foregoing description of the Note is qualified in its entirety by reference
to the full text of the Note, which is incorporated by reference herein and
filed herewith as Exhibit 10.1.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On February 28, 2023, Arrowroot held the Special Meeting to approve an amendment
to Arrowroot's amended and restated certificate of incorporation (the "Charter
Amendment") to extend the date (the "Termination Date") by which Arrowroot has
to consummate an initial business combination from March 4, 2023 (the "Original
Termination Date") to July 6, 2023 (the "Charter Extension Date") and to allow
Arrowroot, without another stockholder vote, to elect to extend the Termination
Date to consummate a Business Combination on a monthly basis up to seven times
by an additional one month each time after the Charter Extension Date, by
resolution of Arrowroot's board of directors, if requested by the Sponsor, and
upon five days' advance notice prior to the applicable Termination Date, until
February 4, 2024, for a total of up to eleven months after the Original
Termination Date, unless the closing of an initial business combination shall
have occurred prior thereto (the "Extension Proposal"). The stockholders of
Arrowroot approved the Extension Proposal at the Special Meeting and on March 1,
2023, Arrowroot filed the Charter Amendment with the Delaware Secretary of
State.
The foregoing description is qualified in its entirety by reference to the
Charter Amendment, a copy of which is attached as Exhibit 3.1 hereto and is
incorporated by reference herein.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On February 28, 2023, Arrowroot held the Special Meeting to approve the
Extension Proposal and the Adjournment Proposal, each as more fully described in
the Extension Proxy Statement. As there were sufficient votes to approve the
Extension Proposal, the Adjournment Proposal was not presented to stockholders.
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Holders of 28,439,037 shares of Class A common stock and Class B common stock of
Arrowroot held of record as of February 6, 2023, the record date for the Special
Meeting, were present in person or by proxy, representing approximately 79.13%
of the voting power of Arrowroot's shares of common stock as of the record date
for the Special Meeting, and constituting a quorum for the transaction of
business.
The voting results for the Extension Proposal were as follows:
The Extension Proposal
For Against Abstain
27,779,177 659,860 0
The Adjournment Proposal
Arrowroot had solicited proxies in favor of an Adjournment Proposal which would
have given Arrowroot authority to adjourn the Special Meeting to solicit
additional proxies. As sufficient shares were voted in favor of the Extension
Proposal, this proposal was not voted upon at the Special Meeting.
In connection with the vote to approve the Charter Amendment, the holders of
24,304,187 shares of Class A common stock of Arrowroot properly exercised their
right to redeem their shares (and did not withdraw their redemption) for cash at
a redemption price of approximately $10.17 per share, for an aggregate
redemption amount of approximately $247,259,067.61.
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Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibit No. Description
3.1 Amendment to Amended and Restated Certificate of Incorporation.
10.1 Promissory Note, dated March 6, 2023, between Arrowroot and the Sponsor.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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