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United States securities and exchange commission logo
February 7, 2023
Matthew Safaii
Chief Executive Officer
Arrowroot Acquisition Corp.
4553 Glencoe Ave. Suite 200
Marina Del Rey, CA 90290
Re: Arrowroot
Acquisition Corp.
Preliminary Proxy
Statement on Schedule 14A
Filed February 2,
2023
File No. 001-40129
Dear Matthew Safaii:
We have reviewed your filing and have the following comment. In
our comment, we
may ask you to provide us with information so we may better understand
your disclosure.
Please respond to this comment within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comment applies to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to this comment, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A filed February 2, 2023
General
1. With a view toward
disclosure, please tell us whether your sponsor is, is controlled by, has
any members who are, or
has substantial ties with, a non-U.S. person. Also revise your
filing to include risk
factor disclosure that addresses how this fact could impact your
ability to complete
your initial business combination. For instance, discuss the risk to
investors that you may
not be able to complete an initial business combination with a
target company should
the transaction be subject to review by a U.S. government entity,
such as the Committee
on Foreign Investment in the United States (CFIUS), or ultimately
prohibited. Disclose
that as a result, the pool of potential targets with which you could
complete an initial
business combination may be limited. Further, disclose that the time
necessary for
government review of the transaction or a decision to prohibit the
transaction could
prevent you from completing an initial business combination and require
you to liquidate.
Disclose the consequences of liquidation to investors, such as the losses
Matthew Safaii
Arrowroot Acquisition Corp.
February 7, 2023
Page 2
of the investment opportunity in a target company, any price appreciation
in the combined
company, and the warrants, which would expire worthless.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Please contact Joseph Ambrogi at 202-551-4821 or Maryse Mills-Apenteng at
202-551-
3457 with any questions.
Sincerely,
FirstName LastNameMatthew Safaii
Division of
Corporation Finance
Comapany NameArrowroot Acquisition Corp.
Office of Real Estate
& Construction
February 7, 2023 Page 2
cc: Jocelyn Arel, Esq.
FirstName LastName