UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

10-K

(Mark One)

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the period ended December 31, 2021

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

ARROWROOT ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Delaware	001-835972	85-3961600
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

4553 Glencoe Ave, Suite 200

Marina Del Rey, California 90292

(Address of principal executive offices)

(310) 566-5966

(Issuer’s telephone number)

Not Applicable

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class:	Trading Symbol	Name of Each Exchange on Which Registered:
Units, each consisting of one Class A common stock, $0.0001 par value, and one-half of one redeemable warrant	ARRWU	The Nasdaq Stock Market LLC
Class A common stock included as part of the units	ARRW	The Nasdaq Stock Market LLC
Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A common stock at an exercise price of $11.50	ARRWW	The Nasdaq Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of March 31, 2022, there were 28,750,000 Class A common stock, $0.0001 par value and 7,187,500 Class B common stock, $0.0001 par value, issued and outstanding. The aggregate market value of the Class A common stock outstanding, other than shares held by persons who may be deemed affiliates of the registrant, computed by reference to the closing sales price for the common stock on June 30, 2021, as reported on The Nasdaq Stock Market LLC, was $360,453,125 .

Documents Incorporated by Reference: None.

TABLE OF CONTENTS

		Page
PART I		4

	Item 1, Business	4

	Item 1B. Unresolved Staff Comments	50

	Item 2. Properties	50

	Item 3. Legal Proceedings	50

	Item 4. Mine Safety Disclosures	50

PART II		51

	Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	51

	Item 6. [Reserved]	52

	Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations	52

	Item 7A. Quantitative and Qualitative Disclosures About Market Risk	55

	Item 8. Financial Statements and Supplementary Data	55

	Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	55

	Item 9A. Controls and Procedures.	55

	Item 9B. Other Information	56

	Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	56

PART III		57

	Item 10. Directors, Executive Officers and Corporate Governance	57

	Item 11. Executive Compensation	64

	Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	65

	Item 13. Certain Relationships and Related Transactions, and Director Independence	66

	Item 14. Principal Accountant Fees and Services	68

PART IV		70

	Item 15. Exhibits, Financial Statement Schedules	70

	Item 16. Exhibits and Financial Statement Schedules.	71

	Item 17. Form 10-K Summary	71

Table of Contents

CERTAIN TERMS

Unless otherwise stated in this Report, references to:

•

“amended and restated certificate of incorporation” are to the amended and restated certificate of incorporation that the company adopted in connection with the consummation of our initial public offering;

•

“DGCL” refers to the Delaware General Corporation Law as the same may be amended from time to time;

•

“founder shares” are to shares of Class B common stock initially purchased by our sponsor in a private placement prior to our initial public offering and the shares of Class A common stock that will be issued upon the automatic conversion of the shares of Class B common stock at the time of our initial business combination;

•

“initial public offering units” are to our initial public offering units, consisting of one Class A common stock and one-half of one redeemable warrant;

•

“initial stockholders” are to holders of our founder shares prior to our initial public offering;

•

“management” or our “management team” are to our executive officers and directors;

•

“common stock” are to our Class A common stock and our Class B common stock;

•

“private placement warrants” are to the warrants issued to our sponsor in a private placement simultaneously with the closing of our initial public offering and upon conversion of working capital loans, if any;

•

“public shares” are to our Class A common stock sold as part of the units in our initial public offering (whether they were purchased in our initial public offering or thereafter in the open market);

•

“public stockholders” are to the holders of our public shares, including our sponsor and management team, to the extent our sponsor and/or members of our management team purchase public shares, provided that our sponsor’s and each member of our management team’s status as a “public stockholder” will only exist with respect to such public shares;

•

“sponsor” are to Arrowroot Acquisition LLC, a Delaware limited liability company;

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

SEC Form 10-K filed by Arrowroot Acquisition Corp.