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United States securities and exchange commission logo
February 4, 2021
Matthew Safaii
Chief Executive Officer
Arrowroot Acquisition Corp.
4553 Glencoe Ave., Suite 200
Marina Del Rey, CA 90292
Re: Arrowroot
Acquisition Corp.
Draft Registration
Statement on Form S-1
Submitted January
8, 2021
CIK No. 0001835972
Dear Mr. Safaii:
We have reviewed your draft registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Draft Registration Statement on Form S-1
Summary
Our Acquisition Process, page 6
1. We note you disclose
that if you seek to complete an initial business combination with a
company that is
affiliated with, or for which there is a fiduciary, contractual or other
obligation by, your
sponsor, officers or directors, you, or a committee of independent
directors, may obtain
an opinion from an independent investment banking firm which is a
member of FINRA or an
independent accounting firm that the consideration to be paid is
fair from a financial
point of view. Please revise your disclosure here and elsewhere as
appropriate to clarify
that you are not required to obtain an opinion from an independent
investment banking firm
or from a valuation or appraisal firm that the price you are
Matthew Safaii
Arrowroot Acquisition Corp.
February 4, 2021
Page 2
paying is fair to you from a financial point of view if you seek to
complete an initial
business combination with a company that is affiliated with your
sponsor, officers or
directors. In that regard, we note your risk factor titled We are not
required to obtain an
opinion from an independent investment banking firm on page 39.
Risk Factors
Our amended and restated certificate of incorporation will require, to the
fullest extent permitted
by law, that derivative actions, page 57
2. We note you disclose that clause (D) of your exclusive forum provision
will provide that
"the Court of Chancery and the federal district court for the District
of Delaware shall
have concurrent jurisdiction over any action arising under the
Securities Act." However,
we also note you disclose on page 120 that "unless you consent in
writing to the selection
of an alternative forum, the federal courts shall be the exclusive forum
for the resolution
of any complaint asserting a cause of action arising under the
Securities Act." Please
revise to reconcile these disclosures.
You may contact Diane Fritz, Staff Accountant, at (202) 551-3331 or
Ethan Horowitz,
Accounting Branch Chief, at (202) 551-3311 if you have questions regarding
comments on the
financial statements and related matters. Please contact Anuja A. Majmudar,
Attorney-Adviser,
at (202) 551-3844 or, in her absence, Karina Dorin, Attorney-Adviser, at (202)
551-3763 with
any other questions.
Sincerely,
FirstName LastNameMatthew Safaii
Division of
Corporation Finance
Comapany NameArrowroot Acquisition Corp.
Office of Energy
& Transportation
February 4, 2021 Page 2
cc: Peter Byrne
FirstName LastName