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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Arrowroot Acquisition Corporation | NASDAQ:ARRW | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 18.00 | 16.55 | 19.32 | 0 | 01:00:00 |
Delaware
|
85-3961600
|
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which
registered
|
||
Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-half of one redeemable warrant
|
ARRWU
|
The Nasdaq Stock Market LLC
|
||
Shares of 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 share of Class A common stock at an exercise price of $11.50
|
ARRWW
|
The Nasdaq Stock Market LLC
|
Large accelerated filer
|
☐
|
Accelerated filer
|
☐ | |
Non-accelerated filer
|
☒ |
Smaller reporting company
|
☒ |
|
Emerging growth company
|
☒ |
|
|
Page
|
Part I. Interim Financial Information
|
|
|
|
Item 1. Financial Statements
|
|
|
1
|
|
|
2
|
|
|
3
|
|
|
4
|
|
|
5
|
|
|
16
|
|
|
19
|
|
|
19
|
|
Part II. Other Information
|
|
|
|
19
|
|
|
19
|
|
|
19
|
|
|
20
|
|
|
20
|
|
|
20
|
|
|
20
|
|
21
|
Item 1. |
Interim Financial Statements.
|
March 31,
2022
|
December 31,
2021
|
|||||||
(Unaudited)
|
||||||||
ASSETS
|
||||||||
Current assets
|
||||||||
Cash
|
$
|
122,326
|
$
|
262,671
|
||||
Prepaid expenses
|
412,987
|
514,553
|
||||||
Total Current Assets
|
535,313
|
777,224
|
||||||
Cash and marketable securities held in trust account
|
287,523,763
|
287,523,634
|
||||||
TOTAL ASSETS
|
$
|
288,059,076
|
$
|
288,300,858
|
||||
LIABILITIES AND STOCKHOLDERS’ DEFICIT
|
||||||||
Current liabilities
|
||||||||
Accounts payable and accrued expenses
|
$
|
1,149,362
|
$
|
1,177,911
|
||||
Convertible promissory note - related party
|
950,000 | 750,000 | ||||||
Total Current Liabilities
|
2,099,362
|
1,927,911
|
||||||
Deferred underwriting fee payable
|
10,062,500
|
10,062,500
|
||||||
Warrant liabilities
|
5,656,250
|
11,991,250
|
||||||
Total Liabilities
|
17,818,112
|
23,981,661
|
||||||
Commitments and Contingencies
|
||||||||
Class A common stock subject to possible redemption, $0.0001 par value;
28,750,000 shares issued and outstanding at $10.00 per share redemption value at March 31,
2022 and December 31,
2021
|
287,500,000
|
287,500,000
|
||||||
Stockholders’ Deficit
|
||||||||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none
issued or outstanding
|
—
|
—
|
||||||
Class A common stock, $0.0001 par value; 200,000,000 shares authorized, none
issued and outstanding (excluding 28,750,000 subject to possible redemption)
|
—
|
—
|
||||||
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 7,187,500
shares issued and outstanding as of March 31, 2022 and December 31, 2021
|
719
|
719
|
||||||
Additional paid-in capital
|
—
|
—
|
||||||
Accumulated deficit
|
(17,259,755
|
)
|
(23,181,522
|
)
|
||||
Total Stockholders’ Deficit
|
(17,259,036
|
)
|
(23,180,803
|
)
|
||||
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT
|
$
|
288,059,076
|
$
|
288,300,858
|
|
Three Months
Ended
March 31,
|
Three months
Ended
March 31,
|
||||||
|
2022
|
2021
|
||||||
|
||||||||
General and administrative expenses
|
$
|
438,862
|
$
|
942,521
|
||||
Loss from operations
|
(438,862
|
)
|
(942,521
|
)
|
||||
|
||||||||
Other income:
|
||||||||
Change in fair value of warrant liabilities
|
6,335,000
|
2,571,250
|
||||||
Interest earned on investments held in Trust Account
|
25,629
|
1,891
|
||||||
Total other income
|
6,360,629
|
2,573,141
|
||||||
|
||||||||
Net income
|
$
|
5,921,767
|
$
|
1,630,620
|
||||
|
||||||||
Weighted average shares outstanding, Class A common stock
|
28,750,000
|
8,625,000
|
||||||
Basic and diluted net income per share, Class A common stock
|
$
|
0.16
|
$
|
0.10
|
||||
|
||||||||
Weighted average shares outstanding, Class B common stock
|
7,187,500
|
6,531,250
|
||||||
Basic and diluted net income per share, Class B common stock
|
$
|
0.16
|
$
|
0.10
|
|
Class A
Common Stock
|
Class B
Common Stock
|
Additional
Paid-in
|
Accumulated
|
Total Stockholders’
|
|||||||||||||||||||||||
|
Shares
|
Amount
|
Shares
|
Amount
|
Capital | Deficit | Deficit | |||||||||||||||||||||
Balance – January 1, 2022
|
—
|
$
|
—
|
7,187,500
|
$
|
719
|
$
|
—
|
$
|
(23,181,522
|
)
|
$
|
(23,180,803
|
)
|
||||||||||||||
|
||||||||||||||||||||||||||||
Net income
|
—
|
—
|
—
|
—
|
—
|
5,921,767
|
5,921,767
|
|||||||||||||||||||||
|
||||||||||||||||||||||||||||
Balance – March 31, 2022
|
—
|
$
|
—
|
7,187,500
|
$
|
719
|
$
|
—
|
$
|
(17,259,755
|
)
|
$
|
(17,259,036
|
)
|
Class A
Common Stock
|
Class B
Common Stock
|
Additional
Paid-in
|
Accumulated
|
Total Stockholders’
Equity
|
||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
Capital | Deficit | (Deficit) | ||||||||||||||||||||||
Balance – January 1, 2021
|
—
|
$
|
—
|
7,187,500
|
$
|
719
|
$
|
29,281
|
$
|
(1,724
|
)
|
$
|
28,276
|
|||||||||||||||
Accretion of Class A common Stock Subject to Redemption
|
— |
—
|
—
|
—
|
(689,281
|
)
|
(28,024,661
|
)
|
(28,713,942
|
)
|
||||||||||||||||||
Cash paid in excess of fair value of 8,250,000 Private Placement Warrants
|
—
|
—
|
—
|
—
|
660,000
|
—
|
660,000
|
|||||||||||||||||||||
Net income
|
— | — |
— |
— |
— | 1,630,620 |
1,630,620 |
|||||||||||||||||||||
Balance – March 31, 2021
|
—
|
$ |
—
|
7,187,500
|
$ |
719
|
$ |
—
|
$ |
(26,395,765
|
)
|
$ |
(26,395,046
|
)
|
|
For the Three
Months Ended
March 31, 2022
|
For the Three
Months Ended
March 31, 2021
|
||||||
Cash Flows from Operating Activities:
|
||||||||
Net income
|
$
|
5,921,767
|
$
|
1,630,620
|
||||
Adjustments to reconcile net income to net cash used in operating activities:
|
||||||||
Interest earned on marketable securities held in Trust Account
|
(25,629
|
)
|
(1,891
|
)
|
||||
Change in fair value of warrant liabilities
|
(6,335,000
|
)
|
(2,571,250
|
)
|
||||
Transaction costs allocable to warrant liabilities
|
—
|
760,022
|
||||||
Changes in operating assets and liabilities:
|
||||||||
Prepaid expenses
|
101,566
|
(1,020,972
|
)
|
|||||
Accrued expenses
|
(28,549
|
)
|
125,894
|
|||||
Net cash used in operating activities
|
(365,845
|
)
|
(1,077,577
|
)
|
||||
|
||||||||
Cash Flows from Investing Activities:
|
||||||||
Investment of cash in Trust Account
|
—
|
(287,500,000
|
)
|
|||||
Cash withdrawn from Trust Account for payment of franchise tax obligations
|
25,500
|
—
|
||||||
Net cash provided by (used in) investing activities
|
25,500
|
(287,500,000
|
)
|
|||||
|
||||||||
Cash Flows from Financing Activities:
|
||||||||
Proceeds from sale of Units, net of underwriting discounts paid
|
—
|
281,750,000
|
||||||
Proceeds from sale of Private Placement Warrants
|
—
|
8,250,000
|
||||||
Proceeds from promissory note – related party
|
—
|
149,992
|
||||||
Repayment of promissory note – related party
|
—
|
(149,992
|
)
|
|||||
Proceeds from convertible promissory note - related party
|
200,000
|
—
|
||||||
Payment of offering costs
|
—
|
(572,862
|
)
|
|||||
Net cash provided by financing activities
|
200,000
|
289,427,138
|
||||||
|
||||||||
Net Change in Cash
|
(140,345
|
)
|
849,561
|
|||||
Cash – Beginning
|
262,671
|
21,965
|
||||||
Cash – Ending
|
$
|
122,326
|
$
|
871,526
|
||||
|
||||||||
Non-cash investing and financing activities:
|
||||||||
Deferred underwriting fee payable
|
$
|
—
|
$
|
10,062,500
|
Gross proceeds
|
$
|
287,500,000
|
||
Less:
|
||||
Proceeds allocated to Public Warrants
|
(13,081,250
|
)
|
||
Class A common stock issuance costs
|
(15,632,692
|
)
|
||
Plus:
|
||||
Accretion of carrying value to redemption value
|
28,713,942
|
|||
Class A common stock subject to possible redemption
|
$
|
287,500,000
|
For the Three Months Ended
March 31, 2022
|
For the Three Months Ended
March 31, 2021
|
|||||||||||||||
Class A
|
Class B
|
Class A
|
Class B
|
|||||||||||||
Basic and diluted net income per common stock
|
||||||||||||||||
Numerator:
|
||||||||||||||||
Allocation of net income, as adjusted
|
$
|
4,737,414
|
$
|
1,184,353
|
$ |
901,767 | $ |
728,853 | ||||||||
Denominator:
|
||||||||||||||||
Basic and diluted weighted average shares outstanding
|
28,750,000 |
7,187,500 |
8,625,000 | 6,531,250 | ||||||||||||
Basic and diluted net income per common share
|
$
|
0.16
|
$
|
0.16
|
$ |
0.10 | $ |
0.10 |
• |
in whole and not in part;
|
• |
at a price of $0.01 per warrant;
|
• |
upon not less than 30 days’ prior written notice of redemption to each warrant holder; and
|
• |
if, and only if, the closing
price of the common stock equals or exceeds $18.00 per share (as adjusted stock splits, stock capitalizations,
reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing after the warrants become exercisable and ending three business days before the Company sends to the
notice of redemption to the warrant holders.
|
Level 1: |
Quoted prices in active markets for identical assets or liabilities.
An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.
|
Level 2: |
Observable inputs other than Level 1 inputs. Examples of Level 2
inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.
|
Level 3:
|
Unobservable inputs based on our assessment of the assumptions that
market participants would use in pricing the asset or liability.
|
Description
|
Level
|
December 31, 2021 |
March 31,
2022
|
|||||||||
Assets:
|
||||||||||||
Marketable securities held in Trust Account – U.S. Treasury Securities Money Market Fund
|
1
|
$
|
287,523,555
|
$ |
287,523,763 | |||||||
Liabilities:
|
||||||||||||
Warrant Liabilities – Public Warrants
|
1
|
$ |
7,618,750
|
$ |
3,593,750
|
|||||||
Warrant Liabilities – Private Placement Warrants
|
3
|
$ |
4,372,500
|
$ |
2,062,500
|
Input
|
March 31,
2022
|
December 31, 2021
|
||||||
Market price of public shares
|
$
|
9.76
|
$
|
9.70
|
||||
Risk-free rate
|
2.41
|
%
|
1.30
|
%
|
||||
Dividend yield
|
0.00
|
%
|
0.00
|
%
|
||||
Exercise price
|
$
|
11.50
|
$
|
11.50
|
||||
Volatility
|
4.20
|
%
|
9.50
|
%
|
||||
Term to Expiration (years)
|
5.0
|
5.0
|
|
Private Placement
|
Public
|
Warrant Liabilities
|
|||||||||
Fair value as of January 1, 2022
|
$
|
4,372,500
|
$
|
—
|
$
|
4,372,500
|
||||||
Change in fair value
|
(2,310,000
|
)
|
—
|
(2,310,000
|
)
|
|||||||
Fair value as of March 31, 2022
|
$
|
2,062,500
|
$
|
—
|
$ | 2,062,500 |
|
Private Placement
|
Public
|
Warrant Liabilities
|
|||||||||
Fair value as of January 1, 2021
|
$
|
—
|
$
|
—
|
$
|
—
|
||||||
Initial measurement on March 4, 2021
|
7,590,000
|
13,081,250
|
20,671,250
|
|||||||||
Change in valuation inputs or other assumptions
|
(990,000
|
)
|
(1,581,250
|
)
|
(2,571,250
|
)
|
||||||
Fair value as of March 31, 2021
|
$
|
6,600,000
|
$
|
11,500,000
|
$
|
18,100,000
|
Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
Item 3. |
Quantitative and Qualitative Disclosures About Market Risk
|
Item 4. |
Controls and Procedures
|
Item 1. |
Legal Proceedings
|
Item 1A. |
Risk Factors
|
Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds.
|
Item 3. |
Defaults Upon Senior Securities
|
Item 4. |
Mine Safety Disclosures
|
Item 5. |
Other Information
|
Item 6. |
Exhibits
|
No.
|
Description of Exhibit
|
|
Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
||
Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
||
Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
||
Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
||
101.INS*
|
XBRL Instance Document
|
|
101.SCH*
|
XBRL Taxonomy Extension Schema Document
|
|
101.CAL*
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
101.DEF*
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
101.LAB*
|
XBRL Taxonomy Extension Labels Linkbase Document
|
|
101.PRE*
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
* |
Filed herewith.
|
ARROWROOT ACQUISITION CORP.
|
||
Date: May 16, 2022
|
By:
|
/s/ Matthew Safaii
|
Name:
|
Matthew Safaii
|
|
Title:
|
Chief Executive Officer
|
|
(Principal Executive Officer)
|
||
Date: May 16, 2022
|
By:
|
/s/ Thomas Olivier
|
Name:
|
Thomas Olivier
|
|
Title:
|
Chief Financial Officer
|
|
(Principal Financial and Accounting Officer)
|
1 Year Arrowroot Acquisition Chart |
1 Month Arrowroot Acquisition Chart |
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