Item 1.01. Entry into a Material Definitive Agreement.
The information provided in Item 2.03 of this Current Report on Form 8-K is incorporated by reference into this Item 1.01.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
On
The Note, which may be further drawn down from time to time prior to the
Maturity Date (defined below) upon request by the Company, is subject to the
Sponsor's approval and does not bear interest. The principal balance of the note
will be payable on the earliest to occur of (i) the date on which the Company
consummates its initial business combination or (ii) the date that the winding
up of the Company is effective (such date, the "Maturity Date"). In the event
the Company consummates its initial business combination, the Sponsor has the
option on the Maturity Date to convert all or any portion of the principal
outstanding under the Note into that number of warrants ("Working Capital
Warrants") equal to the portion of the principal amount of the Note being
converted divided by
The issuance of the Note was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
The foregoing description of the Note is qualified in its entirety by reference to the full text of the Note, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits: Exhibit Number Description 10.1 Promissory Note Issued in favor ofArrowroot Acquisition LLC
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