ARRT ACQU Item 1.01 Entry Into A Material Definitive Agreement.
Merger Agreement
The Merger
The Merger Agreement provides that, among other things and upon the terms and subject to the conditions thereof, the following transactions will occur (together with the other transactions contemplated by the Merger Agreement (the "Business Combination"):
(i) at the closing of the Business Combination (the "Closing"), in accordance with the Delaware General Corporation Law, as amended ("DGCL"), Merger Sub will merge with and into iLearningEngines, the separate corporate existence of Merger Sub will cease and iLearningEngines will be the surviving corporation and a wholly owned subsidiary of ARRW (the "Merger"); and
(ii) as a result of the Merger, among other things, the outstanding shares of
common stock of iLearningEngines (other than shares subject to iLearningEngines
equity awards, treasury shares and dissenting shares) will be cancelled in
exchange for the right to receive a number of shares of common stock of the
combined company equal to (x) the sum of (i) the Base Purchase Price (as defined
below), minus (ii) the dollar value of the Company Incentive Amount (as defined
below), plus (iii) the aggregate exercise price of the Company Warrants (as
defined in the Merger Agreement) that are issued and outstanding immediately
prior to the Effective Time, minus (iv) the aggregate amount of Note Balance (as
defined in the Company Convertible Notes (as defined in the Merger Agreement))
by (y)
The Board of Directors of ARRW (the "Board") has (i) approved and declared advisable the Merger Agreement and the Business Combination and (ii) resolved to recommend approval of the Merger Agreement and related matters by the shareholders of ARRW.
Conditions to Closing
The Merger Agreement is subject to the satisfaction or waiver of certain
customary closing conditions, including, among others, (i) approval of the
Business Combination and related agreements and transactions by the respective
shareholders of ARRW and iLearningEngines, (ii) effectiveness of the
registration statement on Form S-4 to be filed by ARRW in connection with the
Business Combination, (iii) expiration or termination of the waiting period
under the Hart-Scott-Rodino Antitrust Improvements Act, (iv) the absence of any
injunction, order, statute, rule, or regulation enjoining or prohibiting the
consummation of the Merger, (v) that ARRW have at least
Other conditions to ARRW's obligations to consummate the Merger include, among others, that as of the Closing, (i) iLearningEngines shall have performed all covenants in all material respects and (ii) no Company Material Adverse Effect (as defined in the Merger Agreement) shall have occurred between the date of the Merger Agreement and Closing.
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Other conditions to iLearningEngines's obligations to consummate the Merger
include, among others, that as of the Closing, (i) ARRW shall have performed all
covenants in all material respects and (ii) no Acquiror Material Adverse Effect
(as defined in the Merger Agreement) shall have occurred between the date of the
Merger Agreement and Closing and (iii) the amount of cash available in the trust
account into which substantially all of the proceeds of ARRW's initial public
offering and private placement of its warrants have been deposited for the
benefit of its public shareholders (the "Trust Account"), together with the
proceeds of certain private placement investments in ARRW or iLearningEngines
prior to closing and subject to the deductions and conditions set forth in the
Merger Agreement, including deductions for certain ARRW transaction expenses, is
at least equal to or greater than
Covenants
The Merger Agreement contains additional covenants, including, among others, providing for (i) the parties to conduct their respective businesses in the ordinary course through the Closing, (ii) the parties to not solicit, initiate any negotiations or enter into any agreements for certain alternative transactions, (iii) iLearningEngines to prepare and deliver to ARRW certain audited and unaudited consolidated financial statements of iLearningEngines, (iv) ARRW to prepare and file a registration statement on Form S-4 and take certain other actions to obtain the requisite approval of ARRW shareholders of certain proposals regarding the Business Combination and (v) the parties to use reasonable best efforts to obtain necessary approvals from governmental agencies.
Representations and Warranties
The Merger Agreement contains representations and warranties by ARRW, Merger Sub and iLearningEngines that are customary for transactions of this type. The representations and warranties of the respective parties to the Merger Agreement generally will not survive the Closing.
Termination
The Merger Agreement may be terminated at any time prior to the Closing (i) by
mutual written consent of ARRW and iLearningEngines, (ii) by ARRW or
iLearningEngines, if certain approvals of the shareholders of ARRW, to the
extent required under the Merger Agreement, are not obtained as set forth
therein, (iii) by iLearningEngines if there is a Modification in Recommendation
(as defined in the Merger Agreement), (iv) by ARRW if certain approvals of the
shareholders of iLearningEngines are not obtained within two (2) business days
following the effectiveness of the registration statement on Form S-4 to be
filed by ARRW in connection with the Business Combination and (v) by either ARRW
or iLearningEngines in certain other circumstances set forth in the Merger
Agreement, including (a) if any Governmental Authority (as defined in the Merger
Agreement) shall have issued or otherwise entered a final, nonappealable order
making consummation of the Merger illegal or otherwise preventing or prohibiting
consummation of the Merger, (b) in the event of certain uncured breaches by the
other party or (c) if the Closing has not occurred on or before
Exclusivity
Between the date of the Merger Agreement and Closing, ARRW has agreed that it will not, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding a Business Combination Proposal (as defined below); (ii) enter into discussions or negotiations with, or provide any information to, any person concerning a possible Business Combination Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding a Business Combination Proposal. ARRW also agreed to cease and cause to be terminated any existing discussions or negotiations with any persons (other than iLearningEngines and its representatives) conducted heretofore with respect to, or that could lead to, any Business Combination Proposal; provided, that ARRW is not restricted from responding to unsolicited inbound inquiries to the extent required for the board of directors of ARRW to comply with its fiduciary duties. "Business Combination Proposal" means any offer, inquiry, proposal or indication of interest (whether written or oral, binding or non-binding, and other than an offer, inquiry, proposal or indication of interest with respect to any merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination transaction), relating to a Business Combination.
Between the date of the Merger Agreement and Closing, iLearningEngines has agreed that it will not, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding a Company Acquisition Proposal (as defined below); (ii) enter into discussions or negotiations with, or provide any information to, any person concerning a possible Company Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding a Company Acquisition Proposal. The Company also agreed that it will cease and cause to be terminated any existing discussions or negotiations with any persons (other than ARRW and its representatives) conducted heretofore with respect to, or that could lead to, any Company Acquisition Proposal. "Company Acquisition Proposal" means any inquiry, proposal or offer concerning a merger, consolidation, liquidation, recapitalization, share exchange or other transaction involving the sale, lease, exchange or other disposition of more than fifteen percent (15%) of the . . .
Item 7.01 Regulation FD Disclosure.
On
Attached as Exhibit 99.2 and incorporated herein by reference is the investor
presentation dated
The information in this Item 7.01, including Exhibit 99.1 and Exhibit 99.2 is furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of ARRW under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information of the information contained in this Item 7.01, including Exhibit 99.1 and Exhibit 99.2.
Disclaimer
This Current Report on Form 8-K relates to a proposed transaction between
iLearningEngines and ARRW. This Current Report on Form 8-K does not constitute
an offer to sell or exchange, or the solicitation of an offer to buy or
exchange, any securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, sale or exchange would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the
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Additional Information and Where to Find It
The Business Combination will be submitted to the shareholders of ARRW for their
consideration and approval at an extraordinary general meeting of shareholders
(the "Special Meeting"). ARRW intends to file a registration statement on Form
S-4 with the
Investors and security holders will be able to obtain free copies of the
registration statement, the proxy statement/prospectus and all other relevant
documents filed or that will be filed with the
The documents filed by ARRW with the
INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE BUSINESS COMBINATION OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Participants in Solicitation
ARRW and its directors and executive officers may, under
Forward-Looking Statements Legend
This Current Report on Form 8-K contains certain forward-looking statements
within the meaning of the "safe harbor" provisions of the United States Private
Securities Litigation Reform Act of 1995 with respect to the proposed
transaction between iLearningEngines and ARRW. These forward-looking statements
generally are identified by the words "believe," "project," "expect,"
"anticipate," "estimate," "intend," "strategy," "future," "opportunity," "plan,"
"propose," "forecast," "expect," "seek," "target" "may," "should," "will,"
"would," "will be," "will continue," "will likely result," and similar
expressions. Forward-looking statements are predictions, projections and other
statements about future events that are based on current expectations and
assumptions and, as a result, are subject to risks and uncertainties. Many
factors could cause actual future events to differ materially from the
forward-looking statements in this document, including but not limited to: (i)
the risk that the Business Combination may not be completed in a timely manner
or at all, which may adversely affect the price of ARRW's securities, (ii) the
risk that the Business Combination may not be completed by ARRW's business
combination deadline and the potential failure to obtain an extension of the
business combination deadline if sought by ARRW, (iii) the failure to satisfy
the conditions to the consummation of the Business Combination, including the
adoption of the Merger Agreement by the shareholders of ARRW, the satisfaction
of the minimum amount following redemptions by ARRW's public shareholders and
the receipt of certain governmental and regulatory approvals in the Trust
Account, (iv) the lack of a third party valuation in determining whether or not
to pursue the Business Combination, (v) the inability to complete the
transactions contemplated by the Forward Purchase Agreement (vi) the occurrence
of any event, change or other circumstance that could give rise to the
termination of the Merger Agreement, (vii) the effect of the announcement or
pendency of the transaction on iLearningEngines's business relationships,
operating results, and business generally, (viii) risks that the Business
Combination disrupts current plans and operations of iLearningEngines, (ix) the
outcome of any legal proceedings that may be instituted against iLearningEngines
or against ARRW related to the Merger Agreement or the Business Combination, (x)
the ability to maintain the listing of ARRW's securities on a national
securities exchange, (xi) changes in the competitive and regulated industries in
which iLearningEngines operates, variations in operating performance across
competitors, changes in laws and regulations affecting iLearningEngines's
business and changes in the combined capital structure, (xii) the ability to
implement business plans, forecasts, and other expectations after the completion
of the proposed transaction, and identify and realize additional opportunities,
(xiii) the risk of downturns and a changing regulatory landscape in the highly
competitive retail e-commerce industry, (xiv) the potential benefits of the
Business Combination (including with respect to shareholder value), (xv) the
effects of competition on iLearningEngines's future business, (xvi) risks
related to political and macroeconomic uncertainty, (xvii) the amount of
redemption requests made by ARRW's public shareholders, (xviii) the ability of
ARRW or the combined company to issue equity or equity-linked securities in
connection with the Business Combination or in the future and (xix) the impact
of the COVID-19 pandemic. The foregoing list of factors is not exhaustive. You
should carefully consider the foregoing factors and the other risks and
uncertainties described in the "Risk Factors" section of ARRW's registration on
Form S-1 (File No. 333-252997), the registration statement on Form S-4 discussed
above and other documents filed, or to be filed, by ARRW from time to time with
the
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