Item 1.01. Entry into a Material Definitive Agreement.

The information provided in Item 2.03 of this Current Report on Form 8-K is incorporated by reference into this Item 1.01.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an


           Off-Balance Sheet Arrangement of a Registrant.

On February 23, 2023, Arrowroot Acquisition Corp., a Delaware corporation and blank check company (the "Company") issued an unsecured promissory note (the "Note") in the principal amount of $500,000 to Arrowroot Acquisition LLC (the "Sponsor"), which was funded in full by the Sponsor upon execution of the Note.

The Note does not bear interest. The principal balance of the Note will be payable on the earliest to occur of (i) the date on which the Company consummates its initial business combination or (ii) the date that the winding up of the Company is effective (such date, the "Maturity Date"). The Note is subject to customary events of default, the occurrence of certain of which automatically triggers the unpaid principal balance of the Note and all other sums payable with regard to the Note becoming immediately due and payable.

The issuance of the Note was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

The foregoing description of the Note is qualified in its entirety by reference to the full text of the Note, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.





 (d) Exhibits:



Exhibit
 Number                                 Description
  10.1     Promissory Note Dated February 23, 2023, Issued in favor of Arrowroot
           Acquisition LLC

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