UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
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Arrowroot Acquisition Corporation
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(Name of Issuer)
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Class A Common stock, $0.0001 par value per share
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(Title of Class of Securities)
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04282M102
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(CUSIP Number)
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December 31, 2021
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(Date of Event Which Requires Filing of this Statement)
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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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Rule 13d-1(b)
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Rule 13d-1(c)
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Rule 13d-1(d)
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*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures
provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No. 04282M102
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1
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NAMES OF REPORTING PERSONS
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Arrowroot Acquisition LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☒ (1)
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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6
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SHARED VOTING POWER
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7,067,500 shares (See Item 4 herein)
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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7,067,500 shares (See Item 4 herein)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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7,067,500 shares (See Item 4 herein)
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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19.7% of Class A Common Stock (See Item 4 herein)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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2
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CUSIP No. 04282M102
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1
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NAMES OF REPORTING PERSONS
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Matthew Safaii
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☒ (1)
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States of America
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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6
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SHARED VOTING POWER
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7,067,500 shares (See Item 4 herein)
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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7,067,500 shares (See Item 4 herein)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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| 7,067,500 shares (See Item 4 herein) |
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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19.7% of Class A Common Stock (See Item 4 herein)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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3
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CUSIP No. 04282M102
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1
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NAMES OF REPORTING PERSONS
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Thomas Olivier
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☒ (1)
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States of America
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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6
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SHARED VOTING POWER
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| 7,067,500 shares (See Item 4 herein) |
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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| 7,067,500 shares (See Item 4 herein) |
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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| 7,067,500 shares (See Item 4 herein) |
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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19.7% of Class A Common Stock (See Item 4 herein)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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4
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Item 1.
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(a)
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Name of Issuer
Arrowroot Acquisition Corp.
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(b)
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Address of Issuer’s Principal Executive Offices
4553 Glencoe Ave, Suite 200
Marina Del Rey, California 90292
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Item 2.
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(a)
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Name of Person Filing
Arrowroot Acquisition LLC (“AA LLC”)
Matthew Safaii (“Safaii”)
Thomas Olivier (“Olivier”)
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(b)
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Address of Principal Business Office or, if none, Residence
c/o Arrowroot Acquisition Corp.
4553 Glencoe Ave, Suite 200
Marina Del Rey, California 90292
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(c)
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Citizenship
Entities: AA LLC - Delaware
Individuals: Safaii - United States of America
Olivier - United States of America
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(d)
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Title of Class of Securities
Class A Common Stock, $0.0001 par value (“Common Stock”)
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(e)
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CUSIP Number
04282M102
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Item 3.
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If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
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Not applicable
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5
| Item 4. |
Ownership
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The information required by Items 4(a)—(c) is set forth in Rows 5—11 of the cover page for the Reporting Person hereto and is incorporated herein by reference.
(a) Amound beneficially owned:
As of December 31, 2021, each of AA LLC, Safaii and Olivier beneficially owned 7,067,500 shares of the Issuer’s Class B Common Stock, par value $0.0001 per share (the “Class B Common
Stock” and, collectively with the Class A Common Stock, the “Common Stock”). This amount consists of 7,067,500 shares held directly by AA LLC. Each of Safaii and Olivier is a manager of AA LLC and may be deemed the benficial owner of the
7,067,500 shares held by AA LLC.
(b) Percent of class:
Based on (i) 28,750,000 shares of Class A Common Stock and (ii) 7,187,500 shares of Class B Common Stock issued and outstanding, in each case as of January 19, 2022, and the information set
forth in (a) above, the Reporting Persons beneficially owned 19.7% of the outstanding Class A Common Stock,.
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 7,067,500
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 7,067,500
| Item 5. |
Ownership of Five Percent or Less of a Class
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If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.
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Ownership of More than Five Percent on Behalf of Another Person
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Not applicable
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
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Not applicable
| Item 8. |
Identification and Classification of Members of the Group
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Not applicable
| Item 9. |
Notice of Dissolution of Group
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Not applicable
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Certification
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Not applicable
6
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 14, 2022
Arrowroot Acquisition LLC
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By:
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/s/ Matthew Safaii
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Name: Matthew Safaii
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Title: Manager
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/s/ Matthew Safaii
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Matthew Safaii
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/s/ Thomas Olivier
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Thomas Olivier
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ATTENTION
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Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).
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7
Exhibit(s):
A - Joint Filing Statement
8
EXHIBIT A
JOINT FILING STATEMENT
We, the undersigned, hereby express our agreement that the attached Schedule 13G (or any amendments thereto) relating to the
Common Stock of Arrowroot Acquisition Corp. is filed on behalf of each of us.
Dated: February 14, 2022
Arrowroot Acquisition LLC
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By:
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/s/ Matthew Safaii
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Name: Matthew Safaii
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Title: Manager
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/s/ Matthew Safaii
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Matthew Safaii
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/s/ Thomas Olivier
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Thomas Olivier
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