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United States securities and exchange commission logo
June 21, 2024
Harish Chidambaran
Chief Executive Officer
iLearningEngines, Inc.
6701 Democracy Blvd., Suite 300
Bethesda, Maryland 20817
Re: iLearningEngines,
Inc.
Registration
Statement on Form S-1
Filed June 3, 2024
File No. 333-279908
Dear Harish Chidambaran:
We have conducted a limited review of your registration statement
and have the
following comments.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe a comment applies to your
facts and circumstances
or do not believe an amendment is appropriate, please tell us why in
your response.
After reviewing any amendment to your registration statement and
the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form S-1
Cover Page
1. While we note you have
disclosed the price that the selling securityholders paid for certain
of securities
registered for resale, please ensure you provide this disclosure for each of
the
securities being
registered for resale.
2. We note that you are a
"controlled company" within the meaning of the corporate
governance requirements
of Nasdaq. Please revise your cover page and summary to
disclose (i) your
"controlled company" status; (ii) your controlling shareholder; and (iii)
the voting power
percentage of your controlling shareholder.
Harish Chidambaran
FirstName LastNameHarish Chidambaran
iLearningEngines, Inc.
Comapany
June NameiLearningEngines, Inc.
21, 2024
June 21,
Page 2 2024 Page 2
FirstName LastName
The Offering, page 4
3. You provide one example where selling shareholders would experience
potential profit in
the case of the holders of the Founder Shares selling their shares at
the current market
price. Please disclose the potential profit that other selling
securityholders would earn
based on the current trading price of your shares, to the extent
applicable.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Recent Developments
Business Combination, page 60
4. Please expand your discussion here to reflect the fact that this
offering involves the
potential sale of a substantial portion of shares for resale and
discuss how such sales could
impact the market price of the company s common stock. Your
discussion should
highlight the fact that the Chidambarans and Arrowroot Acquisition,
beneficial owners of
over 76% of your outstanding shares, will be able to sell all their
outstanding shares for so
long as the registration statement of which this prospectus forms a
part is available for
use.
5. Please disclose how the material events that occurred from February
2024 through the
consummation of the business combination facilitated being able to
close the business
combination and list on Nasdaq.
Liquidity and Capital Resources, page 79
6. Please expand your discussion of capital resources to address the
changes in the
company s liquidity position since the business combination. For
example, disclose the
total percentage of Arrowroot Acquisition s public shares that were
redeemed in
connection with extension votes and the vote on the Business
Combination, the resulting
amount of funds you received from the trust account and the
transaction costs of the
Business Combination. Disclose the amount of debt and other securities
issued, net
proceeds received, and fees paid or payable to finance the company and
its obligations in
connection with and following the Business Combination.
7. In addition, please discuss the prepaid Forward Purchase Agreement
with Polar Multi-
Strategy Master Fund. Provide a plain English description of the risks
and benefits to each
of the company and Polar based upon how the agreement operates. Also
provide examples
of how the agreement operates. Describe the best and worst potential
outcomes for the
company and for Polar, highlighting what factors would impact the
outcomes. Explain
why the company entered into the agreement and the consideration given
to how the
prepaid amount would be paid to Polar at closing of the Business
Combination. Discuss
the amount of cash and securities each party has received to date and
how it was
determined. Disclose how and why the agreement was amended on April 9,
2024, and if
the agreement is still operative.
Harish Chidambaran
FirstName LastNameHarish Chidambaran
iLearningEngines, Inc.
Comapany
June NameiLearningEngines, Inc.
21, 2024
June 21,
Page 3 2024 Page 3
FirstName LastName
Selling Shareholders, page 131
8. When discussing lock-up provisions, you refer reader to Certain
Relationships and
Related Party Transactions Lock-up Agreements ; however, there
is no such section in
the prospectus. Please revise. Furthermore, you indicate on page 131
that certain selling
shareholders entered into a lock-up agreement with the company with
respect to shares
that may be sold pursuant to the current registration statement, but
also indicate on page
49 that the company's bylaws contain lock-up provisions with the same
terms. Please
clarify what instrument governs the applicable lock-up provisions for
the selling
shareholders. Disclose which selling stockholders are subject to the
lock-up provisions.
Lastly, disclose the lock-up provisions in the Plan of Distribution,
discussing under what
circumstances the lock-up provisions may be waived. Disclose that the
company already
waived the provisions for certain shareholders in April 2024 and
discuss why the company
chose to waive the provisions for those shareholders. Identify any
selling shareholders for
which the lock-up provisions have been waived.
9. Please identify the persons who have control over Venture Lending &
Leasing IX, Inc.
and WTI Fund X, Inc.
10. Please identify Cantor Fitzgerald & Co. as a registered broker-dealer
and disclose how it
received the shares it is offering.
Plan of Distribution, page 150
11. We note your disclosure that the selling securityholders may sell
their securities "to or
through underwriters or broker-dealers" and that "[a]t the time a
particular offer of
securities is made, if required, a prospectus supplement will be
distributed that will set
forth the number of securities being offered and the terms of the
offering, including the
name of any underwriter, dealer or agent, the purchase price paid by
any underwriter, any
discount, commission and other item constituting compensation, any
discount,
commission or concession allowed or reallowed or paid to any dealer,
and the proposed
selling price to the public." Please revise to state that you will
file a post-effective
amendment to include any material information with respect to the plan
of distribution not
previously disclosed in the registration statement. Refer to Item
512(a)(1)(iii) of
Regulation S-K and the associated undertaking you have provided on
page II-7.
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.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
Harish Chidambaran
iLearningEngines, Inc.
June 21, 2024
Page 4
Please contact Mitchell Austin at 202-551-3574 or Kathleen Krebs at
202-551-3350 with
any other questions.
Sincerely,
FirstName LastNameHarish Chidambaran
Division of
Corporation Finance
Comapany NameiLearningEngines, Inc.
Office of Technology
June 21, 2024 Page 4
cc: Paul S. Alexander
FirstName LastName