Arrowroot Acquisition : New Financial Obligation - Form 8-K

Item 2.03.

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The board of directors of Arrowroot Acquisition Corp., a Delaware corporation (the "Company"), approved a draw of an aggregate of $160,000 (the "Extension Funds") pursuant to the Promissory Note, dated as of March 6, 2023 (the "Note"), between the Company and Arrowroot Acquisition LLC (the "Lender"), which Extension Funds were deposited into the Company's trust account for its public stockholders on October 4, 2023. This deposit enables the Company to extend the date by which it must complete its initial business combination from October 6, 2023 to November 6, 2023 (the "Extension"). The Extension is the fourth of seven one-month extensions permitted under the Company's amended and restated certificate of incorporation, as amended, and provides the Company with additional time to complete its initial business combination. The Note does not bear interest and matures upon closing of the Company's initial business combination. In the event that the Company does not consummate an initial business combination, the Note will be repaid only from funds remaining outside of the Company's trust account, if any, or will be forfeited, eliminated, or otherwise forgiven. Up to $1,760,000 of the total principal amount of the Note may be converted, in whole or in part, at the option of the Lender into warrants of the Company at a price of $1.00 per warrant, which warrants will be identical to the private placement warrants issued to the Lender at the time of the initial public offering of the Company.